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10-K Form - Annual report [Section 13 and 15(d), not S-K Item 405] - THERAPY CELLS INC (0001429859) (Filer)

10-K1therapycells_10k-20111231.htmFORM 10-K

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

_________________

(Mark One)  
[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011.

   
[_]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______ to ______

 

Commission File Number: 333-149978

_____________________

THERAPYCELLS INC.

(Exact name of registrant as specified inits charter)

_____________________

 

New Jersey 22-2935867

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)
   
1810 E. Sahara Avenue, Suite 1454, Las Vegas, Nevada 89102
(Address of principal executive offices) (Zip Code)

 

(702) 666-8570

 

DIAMOND INFORMATION INSTITUTE, INC.

(Former name or former address and formerfiscal year, if changed since last report)

_________________

Securitiesregistered pursuant to Section 12(b) of the Act: None

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None

 

Securitiesregistered pursuant to Section 12(g) of the Act: None

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No[X]

 

Indicateby 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 [_]

 

Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct 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 [_]

 

Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes [X] No [_]

 

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,“smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [_]   Accelerated filer [_]
Non-accelerated filer [_]   Smaller reporting company [X]
  Emerging Growth Company [_]

 

If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [_] No [X]

 

The aggregate market value ofthe voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity wassold, or the average bid and asked price of such common equity, as of June 30, 2010 (the last business day of the registrant’smost recently completed second fiscal quarter) was $1,003,200.

 

The number of shares of CommonStock, $0.0001 par value, outstanding on December 31, 2011 was 1,169,141.

 

   

 

 

 

THERAPY CELLS INC.

f/k/a DIAMOND INFORMATIONINSTITUTE, INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2011

 

Index to Report

on Form 10-K

 

 

    Page
Part I    
     
Item 1. Business 2
Item 1A. Risk Factors 3
Item 1B. Unresolved Staff Comments 6
Item 2. Properties 6
Item 3 Legal Proceedings 6
Item 4. Deleted and Reserved by Securities and Exchange Commission 6
     
Part II    
     
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 7
Item 6. Selected Financial Data 8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A Quantitative and Qualitative Disclosures About Market Risk 11
Item 8. Financial Statements and Supplementary Data 11
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 12
Item 9A (T) Control and Procedures 12
Item 9B. Other Information 13
     
Part III    
     
Item 10. Directors, Executive Officers and Corporate Governance 14
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17
Item 13. Certain Relationships and Related Transactions, and Director Independence 18
Item 14. Principal Accounting Fees and Services 18
     
Part IV    
     
Item 15. Exhibits, Financial Statement Schedules 19

 

 

 

 i 

 

 

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 andstate securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statementsof the plans, strategies and objections of management for future operations; any statements concerning proposed new services ordevelopments; any statements regarding future economic conditions or performance; any statements or belief; and any statementsof 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 onlyas of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, whichspeak 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 and forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Actof 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 CurrentReports on Form 8-K.

 

Although we believe the expectations reflected in any of ourforward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of ourforward-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 arenot 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 couldcause 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”, “TCEL” , “Therapy Cells.”and similar terms refer to Therapy Cells, Inc., fka Diamond Information Institute, Inc

 

Our securities as of September 8, 2008 are registered underthe 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 informationfiled with the SEC can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room1580, Washington, DC 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and RetrievalSystem which is publicly available through the SEC’s website (www.sec.gov). Copies of such materials may also be obtainedby mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribedrates.

 

 

 

 1 

 

 

PART I

 

ITEM 1. BUSINESS

 

General Business Development

 

Diamond Information Institute, Inc. was incorporated in theState 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 shareholdersa total of 2, 585,175 shares of common stock in Alba in proportion to their holdings in our company. Following the transactiondescribed in the Agreement and other accompanying transactions, our shareholders own 60% of the common stock issued and outstandingin Alba. Also pursuant to the Agreement, Alba acquired the assets and liabilities related to our business. As a result of the transactionthe 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 recordowner or agent representing 11,863,100 shares of common stock of Diamond Information Institute, Inc., a corporation formed underthe 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 accordancewith 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”). Theclosing and consummation of the Share Purchase Agreement occurred March 18, 2010 (the Closing Date”). The Purchase Priceshall be paid as follows: (i) $50,000 initial deposit, which as of the date of this Current Report has been paid; (ii) $55,000within thirty days from the Closing Date, which is due approximately April 18, 2010’ (iii) $60,000 within sixty days fromthe Closing Date, which is due approximately May 18, 2010; and (iv) $60,000 within ninety days from the Closing Date, which isapproximately June 18, 2010. As of the date of this Current Report, new officers and directors of the Company have been appointedand the change in control is being effected. A subsequent current report on form 8-K will be filed disclosing beneficial ownershipand control of the Company.

 

Current Business Operations

 

The Company was organized under the laws of the State of Newjersey in October of 1988. Since approximately 1995, the Company had been involved in the business of designing and manufacturingjewelry under its trade name of the Bergio” line. Based upon consummation of the Share Purchase Agreement and the subsequentchange in control of the Company, the business operations of the Company will change.

 

The Company’s business operations will involve embarkingupon a project to make Venture Capital Investments into private and public Companies. The eligible companies qualifying for andinvestment from the Company will be companies who currently have a dynamic business plan and are nearing completion of the establishmentof that business plan or are currently established businesses with positive cash flow but require additional funding to developexisting markets or expand into new markets. Emphasis will be on businesses with a very low overhead and cost of sales thus givingthem a large increase in positive cash flow with the injection of new capital into the company. A specific emphasis of the Companywill 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 assistingcompanies who are already public to restructure and raise additional money from the capital markets.

 

The Company plans on using consultants to execute its businessplan as much as possible. That way management is able to access the very best in the industry sectors that the Company will beoperating in and the Company will not be encumbered with considerable expensive overhead when the marketplace becomes soft as theyall do from time to time. Management believes that the Company’s business model should insulate it from major market downturnssince the market sector the Company will be operating in will be fee based. Management further believes that when the general marketenters a Bear Market phase, there will be the most demand for the services the Company will be providing. As well as the consultancyside of the Company’s business, the Company will be able to monitor and assist any companies it invests in to ensure theCompany’s investments grow and mature on a timely basis with as little harm from cycles in the specific investment sectorsthat the Company invests in as possible.

 

 

 2 

 

 

Pursuing a new line of business: On May 10, 2011, Company authorizedthe formation of Therapy Cells JV, Inc. and filed Articles of Incorporation May 13, 2011 with the first Board of Directors consistingof Christopher Glover, Patrick Casey, and Garry Green.

 

Domestication into Wyoming

 

Pursuant to Board of Director’s Resolution dated April11, 2011, The company “Resolved, that the Company authorize and enact the following two corporate actions: (a) a change ofstate of incorporation and domicile from the state of New Jersey to the state of Wyoming; and (b) a change of the name of the Companyfrom DIAMOND INFORMATION INSTITUTE, INC. to THERAPY CELLS, INC. ….” With an effective date of May 20, 2011. Companyfiled Articles of Domestication of Diamond Information Institute, Inc from New Jersey to Wyoming.

 

Name Change from Diamond Information Institute Inc to TherapyCells 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 isin a Bear cycle or a Bull market run, there will always be a healthy demand for funds and always a need for business managementservices to assist those who are floundering. Management believes that the Company has the best of both worlds since the Companyshould prosper from the Bear and Bull Market cycles. The only determinant for the Company in determining how fast it can grow itsbusiness 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 impactDiamond’s operations.

 

Government Regulation

 

Currently, the Company is subject to all government regulationsthat 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’soperations are affected by federal and state laws relating to marketing practices in the retail jewelry industry. Diamond is subjectto the jurisdiction of federal, various state and other taxing authorities. From time to time, these taxing authorities reviewor audit the Company.

 

ITEM 1A. RISK FACTORS

 

Risks Relating To Our Planned Business and Marketplace

 

You should carefully consider the risks described below andall 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 knownto us, or not presently deemed material by us, may also impair our future operations and performance. If any of the following risksactually 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 financialcrisis and our ability to access the capital markets.

 

The global financial markets are in turmoil, and the economiesof the U.S. and many other countries are in recession, which may be severe and prolonged. This status has resulted in diminishedopportunities for liquidity and credit availability, declines in consume confidence, declines in economic growth, increases inunemployment rates, and uncertainty about overall economic stability, and there can be no assurance against further decline. Theend markets for certain of our portfolio of prospective companies’ products and services have experienced, and continue toexperience, 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 portfoliocompanies could be materially and adversely affected.

 

 

 

 3 

 

 

There is uncertainty regarding the value of our planned investmentsin restricted securities.

 

We may be required to carry our planned portfolio investmentsat market value or, if there is no readily available market value, at fair value as determined by us with our Board of Directorshaving final responsibility for overseeing, reviewing and approving, in good faith, our estimate of fair value. Because of theinherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, our fair valuedeterminations may differ materially from the values a third party would be willing to pay for such securities or the values whichwould be applicable to unrestricted securities having a public market.

 

The lack of liquidity of restricted securities may adverselyaffect our planned business.

 

Our portfolio may contain many securities which are subjectto restrictions on sale because they will have been acquired from issuers in “private placement” transactions or becausewe are deemed to be an affiliate of the issuer. Unless an exemption from the registration requirements of the Securities Act of1933 is available, we will not be able to sell these securities publicly without the expense and time required to register thesecurities under applicable federal and state securities laws. In addition, contractual or practical limitations may restrict ourability to liquidate our securities in planned portfolio companies, because we may own a relatively large percentage of the issuer’soutstanding securities. Sales may also be limited by unfavorable market conditions. The illiquidity of our investment may precludeor delay the disposition of such securities, which may make it difficult for us to obtain cash equal to the value at which we recordour investments.

 

There may be limited publicly available information regardingthe companies in which we are contemplating investment.

 

It is possible that some of the securities in our future portfoliomay be issued by privately held companies. Many of the securities in our portfolio are issued by privately held companies. Thereis generally little or no publicly available information about such companies, and we may have to rely on the diligence of ourmanagement to obtain the information necessary for our decision to invest. There can be no assurance that such diligence effortswill 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 substantialindebtedness in relation to their overall capital base. Such indebtedness often has a term that will require the balance of theloan to be refinanced when it matures. If these companies cannot generate adequate cash flow to meet the principal and interestpayments on their indebtedness, the value of our investment in them could be reduced or eliminated through foreclosure on the portfoliocompany’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 materiallydue to a number of factors including, among others, variation in and the timing of the recognition of realized and unrealized gainsor losses, the degree to which we encounter competition in our planned portfolio companies’ markets, the ability to findand close suitable investments, and general economic conditions. As a result of these factors, results for any future period shouldnot be relied upon as being indicative of performance in future periods.

 

Our future financial condition and results of operation willdepend 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 basisis a function of our marketing capabilities and skillful management of the investment process. Failure to achieve future growthcould have a material adverse effect on our business, financial condition, and results of operations.

 

 

 

 4 

 

 

We will be dependent upon management for our future success.

 

Selection, structuring and closing our investments will dependupon the diligence and skill of our management, which is responsible for identifying, evaluating, negotiating, monitoring and disposingof our investments. Our management’s capabilities may significantly impact our results of operations. If we lose any memberof our management team and they cannot be promptly replaced with an equally capable team member, our results of operations couldbe significantly impacted.

 

We will operate in a highly competitive market for investmentopportunities.

 

We will compete for attractive investment opportunities withprivate 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, andsome are subject to different and frequently less stringent regulation. As a result of this competition, we may not be able totake advantage of attractive investment opportunities from time to time and there can be no assurance that we will be able to identifyand make investments that satisfy our objectives.

 

Changes in laws or regulations governing our operations orour failure to comply with those laws or regulation may adversely affect our business.

 

We and our planned portfolio companies are subject to regulationby laws at the local, state and federal level. These laws and regulations, as well as their interpretation, may be changed fromtime to time. Accordingly, any changes in these laws and regulations or failure to comply with them could have a material adverseeffect on our business.

 

Failure to deploy new capital may reduce our return on equity.

 

If we fail to invest our capital effectively, our return onequity 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 stockmay from time to time be significantly affected by numerous factors, including our investment results, market conditions, and otherinfluences 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 theability of stockholders to sell their securities in the secondary market.

 

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

 

 

 

 5 

 

 

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 stockless liquid and negatively affect the price of our stock.

 

In the event where our securities are accepted for trading inthe over-the-counter market, trading of our common stock may be subject to certain provisions of the Securities Exchange Act of1934, commonly referred to as the “penny stock” rule as defined in Rule 3a51.1. A penny stock is generally definedto be any equity security that has a market price less than $5.00 per share, subject to certain exception. If our stock is deemedto be a penny stock, trading will be subject to additional sales practice requirements of broker-dealers. These require a broker-dealerto:

 

  · 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 orwillingness of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want toget 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’sability to buy and sell our stock.

 

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

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2 PROPERTIES

 

Company leases office space in a shared executive suite locatedin Las Vegas, Nevada on a monthly basis.

 

On May 6, 2011, Company moved its primary office space to 1870E Sahara Ave, Suite 1515, Las Vegas, NV 89104.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuitsand 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 aparty to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materiallyaffect our financial position or results of operations.

 

ITEM 4. DELETED AND RESERVED BY THE SECURITIES AND EXCHANGECOMMISSION

 

 

 

 6 

 

 

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERMATTERS 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 forinclusion of our common stock on the Over-the-Counter Bulletin Board (“OTC:BB”). Our Common Stock was approvedfor 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 InformationInstitute Inc to Therapy Cells, Inc to better reflect their new line of business pursing the use of stem cells for autotransplantationtherapy 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 stockholdersof record of the 1,169,141 common shares outstanding.

 

Dividends

 

The payment of dividends is subject to the discretion of ourBoard of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, andother relevant factors.

 

We currently do not intend to pay cash dividends in the foreseeablefuture on the shares of common stock. We intend to reinvest any earnings in the development an expansion of our business. Any cashdividends in the future to common stockholders will be payable, when, as and if declared by our Board of Directors, based uponthe 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 thecommon stock will ever be paid.

 

Securities Authorized for Issuance under Equity CompensationPlans

 

We currently do not maintain any equity compensation plans

 

 

 

 7 

 

 

Recent Sales of Unregistered Securities

 

On January 30, 2009, we authorized the issuance of 100,000 sharesof 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 sharesof 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 sharesof 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 exemptfrom the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The shareswere issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were affordedan opportunity for effective access to files and records of our company that contained the relevant information needed to maketheir investment decision, including our financial statements. We reasonably believe that the recipients, immediately prior toissuing the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluatingthe merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasionsprior 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 yearended December 31, 2009.

 

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 “smallerreporting 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 bythis Item.”

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

 

OVERVIEW

 

Diamond Information Institute, Inc. was incorporated in theState 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 issueour shareholders a total of 2,585,175 shares of common stock in Alba in proportion to their holdings in our company. Followingthe transaction described in the Agreement and other accompanying transactions, our shareholders own 60% of the common stock issuedand 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 jewelrybusiness we were in were discontinued. Based upon consummation of this Share Purchase Agreement and the subsequent change in controlof the Company, the business operations of the Company will change as follows:

 

 

 

 8 

 

 

OVERVIEW OF CURRENT OPERATIONS

 

The Company’s business operations will involve embarkingupon a project to make Venture Capital Investments into private and public Companies. Management plans on obtaining the necessarycapital for these venture capital investments via borrowings and investments into the Company. The eligible companies qualifyingfor an investment from the Company will be companies who currently have a dynamic business plan and are nearing completion of theestablishment of that business plan or are currently established businesses with a very low overhead and cost of sales thus givingthem a large increase in positive cash flow with the injection of new capital into the company. A specific emphasis of the Companywill 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 assistingcompanies who are already public to restructure and raise additional money from the capital markets. There are numerous projectsalready submitted which are currently being considered for funding.

 

The Company plans on using consultants to execute its businessplan as much as possible. That way management is able to access the very best in the industry sectors that the Company will beoperating in and the Company will not be encumbered with considerable expensive overhead when the marketplace becomes soft asthey all do from time to time. Management believes that the Company’s business model should insulate it from major marketdownturns since the market sector the Company will be operating in will be fee based. Management further believes that when thegeneral market enters a Bear Market phase, there will be the most demand for the services the Company will be providing. As wellas the consultancy side of the Company’s business, the Company will be able to monitor and assist any companies it investsin to ensure the Company’s investments grow and mature on a timely basis with as little harm from cycles in the specificinvestment sectors that the Company invests in as possible.

 

Management believes that regardless of whether the Company isin a Bear cycle or a Bull market run, there will always be a healthy demand for funds and always a need for business managementservices to assist those who are floundering. Management believes that the Company has the best of both worlds since the Companyshould prosper from the Bear and Bull Market cycles. The only determinant for the Company in determining how fast it can grow itsbusiness 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 Agreementand 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 $1,600,000of federal net operating tax loss carryforwards expiring at various dates through 2029. The Tax Reform Act of 1986 enacted a complexset of rules which limits a company’s ability to utilize net operating loss carryforwards and tax credit carryforwards inperiods following an ownership change. These rules define an ownership change as a greater than 50 percent change in stock ownershipwithin a defined testing period which is generally a three-year period. As a result of stock which may be issued by us from timeto time and the conversion of warrants, options or the result of other changes in ownership of our outstanding stock, the Companymay experience an ownership change and consequently our utilization of net operating loss carryforwards could be significantlylimited.

 

 

 

 9 

 

 

Expected purchase or sale of plant and significant equipment

 

We do not anticipate the purchase or sale of any plant or significantequipment; 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 anticipatea significant change in the number of full-time employees over the next 12 months. None of our employees are subject to any collectivebargaining agreements.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that haveor are reasonably likely to have a current or future effect on our financial condition, results or operations, liquidity, capitalexpenditures or capital resources that is deemed material.

 

Critical Accounting Policies

 

The Company prepares its financial statements in accordancewith accounting principles generally accepted in the United States of America. Preparing financial statements in accordance withgenerally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and thereported amounts of revenue and expenses during the reported period.

 

Long-Lived Assets. In accordance with Statement of FinancialAccounting Standards (“SFAS”) No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets, long-lived tangibleassets subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicatethat the carrying amount of an asset may not be recoverable. If an asset is determined to be impaired, the loss is measured bythe 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 futurecash 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. generallyaccepted 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 alsosources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switchto ASC affects the way companies refer to U.S. GAAP in financial statements and accounting policies. Citing particular contentin 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”. OnJanuary 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 tothe two-class method.

 

 

 10 

 

 

FASB ASC Topic 820, “Fair Value Measurements and Disclosures”.New authoritative accounting guidance under ASC Topic 820, “Fair Value Measurements and Disclosures”, affirms thatthe objective of fair value when the market for an asset is not active is the price what would be received to sell the asset inan orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decreasein market activity for an asset when the market for that asset is not active. The new accounting guidance amended prior guidanceto expand certain disclosure requirements. The Company adopted the new authoritative accounting guidance under ASC Topic 820 duringthe first quarter of 2009. Adoption of the new guidance did not significantly impact the Company’s consolidated financialstatements.

 

Further new authoritative accounting guidance (Accounting StandardsUpdate No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair value of a liability in circumstances in whicha quoted price in an active market for the identical liability is not available. In such instances, a reporting entity is requiredto measure fair value utilizing a valuation technique that uses (i) the quoted price of the identical liability when traded asan asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) another valuation techniquethat is consistent with the existing principles of ASC Topic 820, such as an income approach or market approach. The new authoritativeaccounting guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to includea 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 consolidatedfinancial statements beginning October 1, 2009 and is not expected to have s significant impact on the Company’s consolidatedfinancial statement.

 

FASB ASC Topic 825 “Financial Instruments”.New authoritative accounting guidance under ASC Topic 825, “Financial Instruments”, requires an entity to provide disclosuresabout the fair value of financial instruments in interim financial information and amends prior guidance to require those disclosuresin 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 accountingfor and disclosure of events that occur after the balance sheet date but before financial statements are issued or available tobe issued. ASC Topic 855 defines (i) the period after the balance sheet date during which a reporting entity’s managementshould 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 financialstatements, and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheetdate. The new authoritative accounting guidance under ASC Topic 855 became effective for the Company’s financial statementsfor 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 revisedcertain disclosure requirements. ASU No. 2010-09 did not have a significant impact on the Company’s consolidated financialstatements. The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2009 throughthe issuance of the accompanying consolidated financial statements.

 

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

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK

 

Not applicable.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

See Index to Financial Statements and Financial Statement Schedulesappearing on page F-1 through F-12 of this Form 10-K.

 

 

 11 

 

  

THERAPY CELLS, INC., fka DIAMOND INFORMATIONINSTITUTE, INC

 

FINANCIAL STATEMENTS

 

DECEMBER 31, 2011

(Unaudited)

 

 

INDEX TO FINANCIAL STATEMENTS AND FINANCIALSTATEMENT SCHEDULES

 

TABLE OF CONTENTS

 

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

 

 

 

 

 F-1 

 

 

AUDIT STATEMENT

 

 

 

NOTICE OF NO AUDITOR REVIEW

 

The accompanying unaudited financial statements of Diamond InformationInstitute Inc have been prepared by and are the responsibility of the current Company’s management. The 10-K for period endingDecember 31, 2011 has been prepared by compiling Company’s filings of record with SEC and OTC from 2009 through 2012. Thelast SEC filings included the audited 10-K file for period ending December 31, 2009. The last 10-Qs filed with the SEC were forperiods 3-31-2009, 6-30-2009, and 9-30-2009. The Company then filed on the OTC for period ending December 31, 2011 which includedthe December 31, 2011 financial data. Company is voluntarily filing this (and other) missed filings to complete the filing historyin the SEC Edgar database for 2010 and 2011.

 

In accordance with National Instrument 51-102, the Company disclosesthat 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

 

 

 

 

 

 

 

 

 

 

 

 

 F-2 

 

 

 

THERAPY CELLS, INC., fka DIAMOND INFORMATIONINSTITUTE, INC.

BALANCE SHEETS

AS OF DECEMBER 31, 2011 AND 2010

(Unaudited)

 

 

   December 31,   December 31, 
   2011   2010 
ASSETS          
Current Assets          
Cash  $37     
Accounts Receivable – related party   57,174    29,505 
Prepaid Expenses   33,333    33,333 
Total Current Assets   90,544    62,838 
           
Other Assets          
Property & Equipment – net   67    983 
Total Other Assets   67    983 
TOTAL ASSETS  $90,611   $63,821 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Liabilities          
Current Liabilities          
Accrued Interest Payable  $107,383   $73,215 
Accounts Payable – related Party   65,926    253,722 
Accounts Payable & Accrued Liabilities   4,256    34,014 
Bank Overdraft       6,429 
Convertible Notes Payable   205,023    335,227 
Total Current Liabilities   382,588    702,607 
Total Liabilities   382,588    702,607 
           
Stockholder’s Equity          
Accumulated Deficit   (1,419,460)   (1,672,349)
Additional Paid in Capital   2,739,932    2,233,173 
Common stock, $0.0001 par value   119    153 
Forex adjustments   (13,941)   (13,941)
Series A Preferred Stock, $0.0001 par value   90     
Series B Preferred Stock, $0.0001 par value       13 
Series C Preferred Stock, $0.0001 par value   25    25 
Series E Preferred Stock, $00001 par value   198     
Retained Earnings (Loss)   (1,185,860)    
Net Income   (413,080)   (1,185,860)
Total Stockholder’s Equity   (291,977)   (638,786)
Total Liabilities and Equity  $90,611   $63,821 

 

 

 

 F-3 

 

 

THERAPY CELLS, INC., fka DIAMOND INFORMATIONINSTITUTE, INC.

STATEMENT OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2011AND 2010

(Unaudited)

 

 

   Year Ended   Year Ended 
   December 31,   December 31, 
    2,011    2,010 
INCOME          
Consulting Income  $364   $248,607 
Total Income   364    248,607 
           
EXPENSE          
Forex Expense (or Gain)   (20,900)   5,625 
Interest Expense   43,091    31,907 
Operating Expenses          
Compensation   176,600    119,323 
Depreciation Expense   916    1,114 
General and Administrative   213,737    779,742 
Impairment Expense       496,756 
Total Operating Expense   413,444    1,434,467 
Net Ordinary Income   (413,080)   (1,185,860)
NET INCOME  $(413,080)  $(1,185,860)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 F-4 

 

 

THERAPY CELLS, INC., fka DIAMOND INFORMATIONINSTITUTE, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

AS OF DECEMBER 31, 2011

(Unaudited)

 

 

               Additional 

Accumulated

Other

     Stockholder's 
   Common Shares  Preferred Shares  Paid- in  Comprehensive  Accumulated  Equity 
   Shares  Amount  Shares  Amount  Capital  Income (Loss)  Deficit  (Deficit) 
Balance 12-31-2009   11,813,100  $11,814     $  $1,660,535  $  $(1,672,349) $ 
Reverse Split 1000:1   11,814   (11,813)        11,813          
Series B Preferred stock issued for cash and services         134,000   13   334,977         334,990 
Series C Preferred issued to acquire Serengeti         250,000   25            25 
Common Stock issued for services at $0.12   1,000,000   100         149,900         150,000 
Common Stock issued for convertible debt at $0.15   306,666   31         45,969         46,000 
Common Stock issued for convertible debt at $0.15   133,333   14         19,986         20,000 
Common Stock issued for convertible debt at $0.15   66,667   7         9,993         10,000 
Foreign currency translation adjustment                     (13,941)  (13,941)
Net loss for year ended 12-31-2010                     (1,185,860)  (1,185,860)
Balance 12-31-2010   1,518,480  $153   384,000  $38  $2,233,173  $  $(2,872,150) $(638,786)
Common Stock issued for convertible debt at $0.15   120,000   12         17,988         18,000 
Series B Preferred stock issued for compensation at $0.15         10,000   10   14,990         15,000 
Common Stock issued for Company debts at $0.15   82,667   9         12,391         12,400 
Common Stock issued for compensation at $0.15   177,333   18         26,582         26,600 
Series A Preferred stock issued for compensation at $0.15         900,000   90   134,910         135,000 
Bank Overdraft                     6,429   6,429 
Issue Series E Preferred at $1.00         1,680,007   168   (72)        96 
Convert 234,000 B to Series E         (234,000)  (23)           (23)
Convert 729,339 Common to Series E   (729,339)  (73)                 (73)
Conversion Adjustment                     45,027   45,027 
Convert Debt to Series E         300,000   30   299,970         300,000 
Conversion Adjustment                     201,433   201,433 
Net loss for year ended 12-31-2011                     (413,080)  (413,080)
Balance 12-31-2011   1,169,141  $119   3,040,007  $313  $2,739,932  $  $(3,032,341) $(291,977)

 

 

 

 F-5 

 

 

THERAPY CELLS, INC., fka DIAMOND INFORMATIONINSTITUTE, INC.

STATEMENT OF CASH FLOWS

JANUARY 1 THROUGH DECEMBER 31, 2011

(Unaudited)

 

   Jan – Dec 2010 
OPERATING ACTIVITIES     
Net Income  $(413,080)
Adjustments to reconcile Net Income to net cash provided by operations:     
Accounts Receivable – Related Party   (27,669)
Accrued Interest Payable   34,168 
Accts Pay – related Party   (187,796)
Accounts Pay & Accrued Liabilities   (29,758)
Bank Overdraft   (6,429)
Convertible Notes Payable   (130,204)
Net cash provided by Operating Activities   (760,768)
      
INVESTING ACTIVITIES     
Property and Equipment – Net   916 
Net cash provided by Investing Activities   916 
      
FINANCING ACTIVITIES     
Accumulated Deficit   252,889 
Additional Paid in Capital   506,759 
Common Stock, $0.0001 par value   (34)
Series A Preferred Stock, $0.0001 par value   90 
Series B Preferred Stock, $0.0001 par value   (13)
Series E Preferred Stock, $0.0001 par value   198 
Net cash provided by Financing Activities  $759,889 
Net Cash increase for period  $37 
Cash at end of period  $37 

 

 

 

 

 

 

 

 

 F-6 

 

 

THERAPY CELLS, INC., fka DIAMOND INFORMATIONINSTITUTE, INC.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2011

 

NOTE 1 – NATURE OF OPERATIONS AND BUSINESS CONTINUITY

 

Diamond Information Institute Inc., formerly doing businessas Designs by Bergio (the “Company”) was engaged in the design, manufacturing, distribution of fine jewelry throughoutthe United States and is headquartered from its corporate office in Fairfield, New Jersey. Based on the nature of operations, theCompany’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 meetingon October 8, 2009, we entered into a Share Exchange Agreement with Alba Mineral Exploration, Inc. (“Alba”), a DelawareCorporation (the “Agreement”). Pursuant to the Agreement, Alba agreed to issue our shareholders a total of 2,585,175shares of common stock of Alba in exchange for all of the shares owned by the Company’s shareholders. Alba was able to successfullyacquire over 99% of the shares of the Company which it later sold to an unrelated third party in the first quarter of 2010. Followingthe transaction described in the Agreement and other accompanying transactions, our former shareholders own 60% of the common stockissued and outstanding in Alba. Also pursuant to the Agreement, Alba acquired all of the assets and liabilities related to ourjewelry business. As a result of the transaction, the Company became a wholly-owned subsidiary of Alba, and all of our operationsrelated to the jewelry business we were in were discontinued due to the subsequent sale in the first quarter of 2010 of 99% ofthe Company stock to an unrelated third party and the retention of the jewelry business assets and liabilities with the shareholdersof Alba. See Note 8

 

The financial statements have been prepared on a going concernbasis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of businessfor the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $3,032,341.00as of December 31, 2011 and has assets of $90,611.00, liabilities of $382,588.00 and limited operations, which raises substantialdoubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependentupon the Company finding new management to develop a new business that generates profitable operations in the future and/or toobtain 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 accountingprinciples 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 accountingprinciples generally accepted in the United States requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements andthe 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 instrumentsapproximates their fair value because of the short maturity of these instruments.

 

 

 

 F-7 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

 

Income Taxes

 

Income taxes are accounted for under the assets and liabilitymethod. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differencesbetween the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operatingloss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for theyear in which those temporary differences are expected to be recovered or settled. Use of net operating loss carryforwards forincome 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 theCompany’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Dilutedearnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weightedaverage number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weightednumber of shares adjusted for any potentially dilutive debt or equity.

 

Dividends

 

The Company has not adopted any policy regarding payment ofdividends. No dividends have been paid during any of the periods shown.

 

Impairment of Long-Lived Assets

 

The Company continually monitors events and changes in circumstancesthat could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstancesare present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assetswill be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carryingamount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair valueof 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 ofits intangible assets, including goodwill. Due to the Company’s current net loss position and uncertainty of cash flow, theCompany 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 expenseadvertising when incurred.

 

Revenue Recognition

 

The Company recognizes revenue when products are fully deliveredor services have been provided and collection is reasonably assured.

 

 

 

 F-8 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

 

Stock-Based Compensation

 

Stock-based compensation is accounted for at fair value in accordancewith SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stockoptions.

 

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. generallyaccepted 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 alsosources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative. The switchto ASC affects the way companies refer to U.S. GAAP in financial statements and accounting policies. Citing particular contentin 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”. OnJanuary 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 tothe 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 thatthe objective of fair value when the market for an asset is not active is the price what would be received to sell the asset inan orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decreasein market activity for an asset when the market for that asset is not active. The new accounting guidance amended prior guidanceto expand certain disclosure requirements. The Company adopted the new authoritative accounting guidance under ASC Topic 820 duringthe first quarter of 2009. Adoption of the new guidance did not significantly impact the Company’s consolidated financialstatements.

 

Further new authoritative accounting guidance (Accounting StandardsUpdate No. 2009-5) under ASC Topic 820 provides guidance for measuring the fair value of a liability in circumstances in whicha quoted price in an active market for the identical liability is not available. In such instances, a reporting entity is requiredto measure fair value utilizing a valuation technique that uses (i) the quoted price of the identical liability when traded asan asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) another valuation techniquethat is consistent with the existing principles of ASC Topic 820, such as an income approach or market approach. The new authoritativeaccounting guidance also clarifies that when estimating the fair value of a liability, a reporting entity is not required to includea 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 consolidatedfinancial statements beginning October 1, 2009 and is not expected to have s significant impact on the Company’s consolidatedfinancial statement.

 

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

 

 

 

 F-9 

 

 

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 accountingfor and disclosure of events that occur after the balance sheet date but before financial statements are issued or available tobe issued. ASC Topic 855 defines (i) the period after the balance sheet date during which a reporting entity’s managementshould 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 financialstatements, and (iii) the disclosures an entity should make about events or transactions that occurred after the balance sheetdate. The new authoritative accounting guidance under ASC Topic 855 became effective for the Company’s financial statementsfor 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 revisedcertain disclosure requirements. ASU No. 2010-09 did not have a significant impact on the Company’s consolidated financialstatements. The Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2010 throughthe issuance of the accompanying consolidated financial statements.

 

Management does not believe that any other recently issued bynot 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 stockholderbased on the Company’s cash flow needs. The Company has liabilities payable due to various related parties totaling $378,332as 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 partieswith a total balance of $57,174 as of December 31, 2011. The receivables do not accrue interest and are due upon demand and werethe result of services performed by the Company for the related parties.

 

NOTE 4 – COMMON STOCK

 

Articles of Incorporation Amendment and Stock Split - TheCompany’s Certificate of Incorporation, as amended, authorizes the issuance of up to 25,000,000 shares of common stock ata par value of $0.001 per share. On April 1, 2010, the Company’s Board of Directors ratified a reverse stock split of 1000to 1.

 

This resulted in common stock outstanding decreasing from 11,863,100to 11,814 which were owned by the Company’s 10 shareholders.

 

Effective April 12, 2010, the Company’s Certificate ofIncorporation was amended to authorize 3,000,000,000 shares consisting of 2,900,000,000 common stock at par value $0.001 and 100,000,000Preferred stock at par value of $0.001. Further designating 1,000,000 shares as Series A Preferred, par value $0.001, 34,000,000shares as Series B Preferred, par value $0.001, 30,000,000 shares as Series C Preferred, par value $0.001 and 35,000,000 sharesas Series D Preferred, par value $0.001.

 

Effective May 18, 2010, the Company’s Certificate of Incorporationwas 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 2,900,000,000common stock at par value $0.0001 and 100,000,000 Preferred stock at par value of $0.0001. Further designating 1,000,000 sharesas Series A Preferred, par value $0.0001, 50,000,000 shares as Series B Preferred, par value $0.0001, 30,000,000 shares as SeriesC Preferred, par value $0.0001 and 5,000,000 shares as Series D Preferred, par value $0.0001.

 

 

 

 F-10 

 

 

NOTE 4 – COMMON STOCK (CONTINUED)

 

On May 31, 2010, Company issued 1,000,000 (post-split) sharesof 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 filed4-26-2011 for period 6-30-2010 ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds, Common Stock states: “OnMay 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 August22, 2011 the Company effectuated a reverse-split of its common shares on a 1,500 shares for one basis. All references to commonstock in these financial statements have been retroactively restated to show the effect of this action”.).

 

On September 13, 2011, Company filed Amendment to Certificateof Incorporation, Article 4. Classes and Shares Authorized pursuant to a resolution adopted August 31, 2011, to reduce AuthorizedShares to 600,000,000 shares to be allocated 500,000,000 Common and 100,000,000 Preferred and to change the rights and privilegesof the Preferred Series D shares to make them retractable by the company at the issue price after 24 months, to attach to eachPreferred Series D share 2 warrants to purchase common shares at $0.50 per common share, and to designate a fixed stock dividendto the issuance of Preferred Series D shares of 0.06 of a preferred series D share per year for as long as they are outstandingpayable 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 $10,000Cash.

 

In July 2010, Company converted $46,000.00 of note debt at $0.15into 306,667 common shares. On November 19, 2010, Company converted $10,000 of note debt into 66,667 common shares. On November22, 2010, Company converted $20,000 of note debt into 133,333 common shares. (Note conversions adjusted to post 1500:1 RS of August22, 2011).

 

On April 8, 2011, Company converted $18,000 of Notes payableat $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 sharesto 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 $0.15for payment of Company debts and recorded $12,400 of operating expenses.

 

On April 19, 2011, Company issued 177,333 common shares at $0.15for payment of compensation and recorded $26,600 compensation expense.

 

On July 8, 2011, Company filed Articles of Amendment adopted05-24-2011 to Article 4. Classes and Shares Authorized: by authorizing 30,000,000 Preferred E and 10,000,000 Preferred F seriesshares together with corresponding rights, preferences, and limitations.

 

On August 17, 2011, Company converted $187,796 of AcctsPay – related Party and $112,204 of Conv Notes Payable into Series E Preferred shares at $1.00 each. Company issued300,000 Series E shares and entered $299,970 as Additional Paid in Capital Company also converted 234,000 Series B shares and729,339 Common Shares into Series E shares at $1.00. Company issued 1,680,007 Series E Preferred Shares in this transactionand entered -72 as Additional Paid in Capital, -73 to Common Issued and -23 to Series B issued. There are no longer anyissued and outstanding Series B Preferred shares.

 

 

 

 F-11 

 

 

NOTE 4 – COMMON STOCK (CONTINUED)

 

Restricted Share Issuances - In January 2009, the Companyagreed to issue its SEC counsel, 100,000 shares of restricted common stock with a fair value of $0.40 per share or $40,000 forservices in connection with the effective filing of Form 15c-211 and submittal to FINRA through a market maker. The Share-BasedCompensation 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 sharesof restricted common stock with a fair value of $0.40 per share or $20,000 for services as a Board of Directors member throughout2009. 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 20,000shares 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’sSEC filings for the 2009 reporting year.

 

On April 10, 2010, the Company issued 134,000 shares of PreferredB 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 PreferredC 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 paidan 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’scommon stock. Either party may extend the Employment Agreement for additional one (1) year periods.

 

At December 31, 2011, the Company owned minimal property andequipment 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 SharePurchase Agreement through its wholly owned subsidiary, Therapy Cells JV, Inc., and issued notice of intention to raise $5 Millionthrough a private placement offering. Therapy Cells JV, Inc. entered into and completed a Stock Purchase Agreement with a limitednumber of sellers for the purchase of 2000 shares of Class A Common Stock of Therapy Cells Limited. The Private Placement transactionexempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of theAct and Rule 506 of Regulation D promulgated under such section of the Act. The private offering commenced on or about August 2011and is continuing. The Company’s private placement seeks a maximum of $5,000,000 of total capital (including the overallotmentprovision) by offering up to 2,000,000 shares of preferred Series D stock at $2.50 per share. The placement is being made onlyto 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 $1,600,000of federal net operating ta loss carryforwards expiring at various dates through 2029. The Tax Reform Act of 1986 enacted a complexset of rules which limits a company’s ability to utilize net operating loss carryforwards and tax credit carryforwards inperiods following an ownership change. These rules define an ownership change as a greater than 50 percent point change in stockownership within a defined testing period which is generally a three-year period. As a result of stock which may be issued by usfrom 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 significantlylimited.

 

 

 

 F-12 

 

 

NOTE 6 – INCOME TAXES (CONTINUED)

 

Based upon the net losses historically incurred and, the prospectiveglobal economic conditions, management believes that it is not more likely than not that the deferred tax asset will be realizedand has provided a valuation allowance of 100% of the deferred tax asset.

 

NOTE 7 – DISCONTINUED OPERATIONS

 

The Company’s former jewelry business, which was discontinuedon October 19, 2009 when all assets and liabilities related to this business were acquired by Bergio International, Inc. (formerlyknown 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 continuingoperations for all periods presented. The assets and liabilities of discontinued operations have been reclassified and are segregatedin 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 theAgreement, 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 appointedand 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 purchaseall 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. Serengetiis 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:

 

Property and equipment, net  $277,279 
Intangible assets   373,767 
Net liabilities acquired   (651,021)
Purchase Price  $25 

 

On June 30, 2010 the Company evaluated the carrying value ofits intangible assets, including goodwill. Due to the Company’s current net loss position and uncertainty of cash flow, theCompany 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 theCommon Stock of Therapy Cells Limited (TCL), a New Zealand Corporation, for 3,000,000 shares of it’s wholly owned subsidiaryTherapy Cells JV, Inc’s Preferred Series C Stock. TCL is actively doing business in the cell repair and cell replacementof Equine stock at present but actively pursuing FDA approval to be used for repair of the Human Body. Since the company’sacquisition of TCL they have made the decision to pursue only Therapy Cell related business in the future.

 

 

 

 F-13 

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE

 

Following the acquisition of Serengeti Consulting, Inc, Companyand auditor were unable to agree over the proper way to account for the acquisition on the books of the Company which resultedin 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 on04-26-2011. Subsequent to that date, on 9-22-2011, Company filed the Form 10-Q for period 9-30-2010. No further filings with SECwere filed after that date. Company subsequently filed a Form 15 on 02-29-2012 to formally end their duty to file reports underSections 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 shareholderson that date and has never had over 300 shareholders of record. The Company’s 15(d) obligation to file was automaticallysuspended under previous rules.

 

This Year End 2010 10-K is being filed almost 9 years afterits due date, voluntarily, to file the missing reports prior to the Form 15 with SEC as noted by FINRA. This 10-K has been preparedwithout assistance of accountants or auditors from the Company history that has previously been filed with SEC and the OTC. Thesereports 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 reportedcontemporaneously on the OTC and are already reflected in the Company filings of record with the OTC thru 03-31-2015.

 

ITEM 9A(T) CONTROLS AND PROCEDURES

 

Included in 10-Q filed 09-22-2011 for period 09-30-2010, Companyreported as follows: “Our new Chief Executive Officer, Christopher Glover, and Chief Financial Officer, Lorne Gale, evaluatedthe effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of1934 as amended, as of the end of the period covered by this Report. Based on the evaluation effect of this restatement of thefinancial statements, management has concluded that prior disclosures of disclosure controls and procedures were inaccurate, andas further explained in Footnote 8 to the financial statements for the Company above, Messrs. Glover and Gale concluded that ourdisclosure controls and procedures are not effective in timely alerting them to material information relating to us as requiredto be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports thatwe file or submit under the Act is accumulated and communicated to our management, including our principal executive and principalfinancial 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 initiatedthe engagement of an experienced third party consultant to address disclosure controls and procedures on an ongoing basis and hasalso engaged a PCAOB registered accounting firm to review the Form 10-Q and the Company’s financial statements for the periodended September 30, 2010 and all subsequent reporting periods for the Company.

 

There were no changes in our internal control over financialreporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materiallyaffect, our internal control over financial reporting.”

 

Management’s Report on Internal Control Over FinancialReporting

 

Our management is responsible for establishing and maintainingadequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to providereasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgmentsinherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of anysystem of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internalcontrol system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

 

Our internal control over financial reporting includes policiesand 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 accordancewith generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance withour management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detectionof unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

 

 

 

 12 

 

 

Management has undertaken an assessment of the effectivenessof 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”). Basedupon 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 ourBoard of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The auditcommittee’s primary duties and responsibilities will be to : (i) serve as an independent and objective party to monitor ourfinancial 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’sestablishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication amongthe independent accountants, management and our Board of Directors.

 

ITEM 9B OTHER INFORMATION

 

Not applicable

 

 

 

 

 

 

 

 13 

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

March 18, 2010 – New Directors and Officers upon changeof control acquisition from Macau Consultants:

 

Following the Share Purchase Agreement: (i) Berge Abajian resignedas the President/Chief Executive Officer/Chief Financial Officer/Treasurer and the sole director of the Company effective as ofMarch 17, 2010; (ii) Arpi Abajian resigned as the Secretary of the Company effective as of March 17, 2010; (iii) Paul Crawfordconsented to act as the President/Chief Executive Officer and a director of the Company effective as of March 18, 2010; (iv) DennisAtkins consented to act as the Chief Financial Officer and a director of the Company effective as of March 18, 2010: and (v) MerlinLarson 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 setforth below as follows:

 

NAME  AGE   POSITION WITH THE COMPANY
Paul Crawford   74   President/Chief Executive Officer and a Director
Dennis Atkins   49   Chief Financial Officer and a Director
Merlin Larson   35   Secretary and Treasurer and a Director

 

Paul Crawford. Since 1990, Mr. Crawford has been assistingearly stage companies in raising capital. He is both a venture capitalist and an entrepreneur and has been working with developingbusinesses since the late 1970s. In addition to raising capital, Mr. Crawford has started several successful businesses includingCelcom. Celcom was incorporated in Minnesota in 1981 specifically to acquire the first non-wire line cellular license in the firstphase of the first U.S. cellular phone systems. The initial cellular licenses in the top 75 U.S. cities were opened to all filerswho were then submitted to a series of Federal Communications Commission (FCC) comparative hearings, which is similar to how theFCC awards radio and television licenses. The remaining U.S. cellular markets were subsequently placed via a lottery. The deadlinefor the initial filings in the top markets was closed in early 1982. This resulted in Celcom participating in a joint venture withMCI. The Twin Cities cellular system operated as MCI/Celcom and subsequently was renamed Cellular One of the Twin Cities. In 1986MCI/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” underwaytoday. 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. CrawfordCapital Corporation is ranked as the 8th largest Twin Cities based venture capital firm in the most recent 2010 Editionof The Minneapolis-St. Paul Business Journal. These rankings are based on total capital raised by all reporting firms from theirinception through December 31, 2008. Crawford Capital Corporation’s total at the time was $200,00,000+. Paul Crawford andhis wife reside in Minneapolis, MN.

 

Dennis Atkins. Mr. Atkins is a Certified Public Accountantwith over twenty-five years of experience in public accounting. Mr. Atkins has extensive experience in business and personal taxplanning and preparation including the use of offshore domiciles for income tax benefit and asset protection, public and privatecompany 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. Heis a member of the American Institute of Certified Public Accountants and holds licenses in Oklahoma and California. Mr. Atkinsholds a Bachelors Degree in Accounting from Oklahoma State University and a Masters Degree in Accountancy from the University ofOklahoma.

 

 

 

 14 

 

 

Merlin Larson. During the past five years, Mr. Larsonhas 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 farmand in his father’s business prior to graduating from high school in Vancouver, British Columbia. Mr. Larson studied artat the Art College in Nelson, British Columbia, and earned a nursing degree.

 

Directors are elected to serve until the next annual meetingof stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting ofthe 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 Treasureron 06-08-2010, replacing Dennis Atkins.

 

Dan McCormick was appointed as Director and President/Secretaryon 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 overseeingall 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 inthe 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 ChiefExecutive 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 outsideconsultant with United American, Inc. Mr. Glover provided United American, Inc. with suppliers who could blend and manufactureUAI’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 Directorof COS Limited. COS is a marketing and production services company supplying mainly to the Publishing, Training and Motor Industrieswith such facilities as Design, Media Duplication (Video, Audio, Disk), Print, Packaging, Marketing and Distribution.

 

From 1989to 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 beenthe subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarilyenjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer inthe 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 connectionwith the purchase or sale of any securities.

 

No Executive Officer or Director of the Corporation has beenconvicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currentlypending.

 

No Executive Officer or Director of the Corporation is the subjectof any pending legal proceedings.

 

 

 

 15 

 

 

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% ofan issuer’s common stock, which has been registered under Section 12 of the Exchange Act, to file initial reports of ownershipand 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 commonstock are not required to file Section 16(a) reports.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth the compensation of our executiveofficers for the years ended December 31, 2011, 2010 and 2009, respectively.

 

Summary Compensation Table

   Year Ended December       Stock   All Other      
Name and Principal Position   31    Salary    Awards (1)    Compensation     Total 
Berge Abajian                          
Chief Executive Officer, President   2009   $13,413   $20,000   $17,856(2)   $51,269 
Principal Accounting Officer   2010                  
Alfred Sirica (3)   2009                  
Former Chief Financial Officer   2010                  
Arpi Abajian (4)   2009            (2)     
Secretary   2010                  
New Officers and Directors as a group   2010   $116,667(5)             
Paul Crawford Pres, CEO, Director   2010    (5)             
Dennis Atkins CFO, Director   2010    (5)             
Merlin Larson Sec/Treasurer, Director   2010    (5)             
Dan McCormick President/Sec, Director   2010    (5)             
Lorne R Gale Treasurer, Director   2010    (5)             
Chris Glover, Director and Officers   2011    (6)             

______________

(1)The amountsshow in this column reflect the expense recognized for financial statement reporting purposes for the fiscal year ended December31, 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.

 

 

 

 16 

 

 

Employment Agreement

 

The Company currently does not have any employment agreementsin place.

 

Termination of Employment

 

There are no compensatory plans or arrangements, including paymentsto be received from the Company, with respect to any person associated with the company which would in any way result in paymentsto any such person because of his resignation, retirement, or other termination of such person’s employment with the Companyor its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a changein control of the Company.

 

Compensation Committee

 

We currently do not have a compensation committee on the boardof directors. Until a formal committee is established our entire board of directors will review all forms of compensation providedto our executive officers, directors, consultants, and employees, including stock compensation.

 

DIRECTORCOMPENSATION TABLE

    Fees Earned Or Paid In Cash   Stock
Awards
   Option
Awards
   Non-Equity Incentive Plan Compensation   Change in Pension Value And Nonqualified Deferred Compensation Earnings   All Other Compensation   Total 
Name   $   $   $   $   $   $   $ 
Berge Abajian                                    
2009    0    20,000    0    0    0    0    20,000 
2010    0    0    0    0    0    0    0 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT AND RELATED STOCKHOLDER MATTER

 

The following table presents information, to the best of ourknowledge, about the beneficial ownership of our common stock as of the date of this Annual Report, held by those persons knownto beneficially own more than 5% of our capital stock and by Christopher Glover, our director and executive officer. The percentageof 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.

 

 

 

 17 

 

 

Beneficial ownership is determined in accordance with the rulesof the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under theserules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investmentpower. It also includes (unless footnoted) shares of common stock that the stockholder has a right to acquire within 60 days afterApril 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 personor entity whose ownership is being reported has converted options or warrants into shares of our common stock.

 

Name and Address of Beneficial Owner (1)

Directors and Officers

 

Amount and Nature of

Beneficial Ownership (1)

 

Percentage

Beneficial Ownership

Christopher Glover  unknown  unknown
1810 E Sahara Ave, Suite 1454      
Las Vegas, Nevada 89102      
Beneficial Shareholders Greater than 10%      
Unknown      

______________

  (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, orother arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCE

 

Related -Party Liabilities

The Company has liabilities payable due to various related partiestotaling $378,332 as of December 31, 2011. The liabilities are comprised of 1) short-term advances and trade payables bearing nointerest, and 2) convertible notes payable to related-parties.

 

Related-Party Receivables

 

The Company has receivables due from various related partieswith a total balance of $57,174 as of December 31, 2011. The receivables do not accrue interest and are due upon demand and werethe result of services performed by the Company for the related parties.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

During 2010, the Company did not separately report any amountspaid for accounting and auditing fees, if any were incurred. The 10-Q filings for periods 03-31-2011, 06-30-2011, and 09-30-2011are unaudited and this unaudited Year end 2011 10-K is being voluntarily filed at this time to complete the historical record forthe 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 thefinancial statements included in our Form 10-Q for the period ending December 31, 2009 or services that are normally provided bythe accountant in connection with statutory and regulatory filings or engagements for fiscal year ended 2009 was $7,500. The aggregatefees for professional services rendered by Silberstein Ungar, PLLC for the annual audit of our financial statements for the periodended December 31, 2009 was $6,000. No separate records exist for amounts paid for the 2010 and 2011 financial statements for accountingand auditing fees and services.

 

 

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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

The following exhibits are files as part of this Annual Report.

 

                Incorporated by reference  
Exhibit     Exhibit Description  

Filed

herewith

    Form  

Period

ending

    Exhibit    

 

Filing

date

 
3(i)     Certificate of Incorporation, dated October 24, 1988           Form S-1/A             3(i)       8/28/2008  
3(ii)     Amendment to Certificate of Incorporation dated April 12, 2010           Form 10-K/A     12/31/2009       3(ii)       12/16/2010  
3(i)(b)     Certificate of Trade Name, dated January 31, 1997           Form S-1/A             3(i)(b)       8/28/2008  
3(i)(c)     Certificate of Amendment to the Certificate of Incorporation Dated May 31, 2007           Form S-1/A             3(i)(c)       8/28/2008  
3(ii)     Bylaws of Diamond Information Institute, Inc           Form S-1/A             3(ii)       8/28/2008  
10.1     Sample Subscription Agreement for the $25,000 unit offering           Form S-1/A             10.1       8/28/2008  
31.1     Certification of Paul Knudson pursuant to Section 302 of the Sarbanes-Oxley Act     X                              
32.1     Certification of Paul Knudson pursuant to Section 906 of the Sarbanes-Oxley Act     X                              

 

 

 

 

 

 

 

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THERAPY CELLS, INC., fka DIAMOND INFORMATIONINSTITUTE, INC.

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrantcaused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE INC.
   
Dated: October 11, 2019 By: /s/ Paul Knudson                      
    Paul Knudson, CEO & CFO

 

Pursuant to the requirements of the Securities Exchange Actof 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on thedates indicated.

 

  THERAPY CELLS, INC., fka DIAMOND INFORMATION INSTITUTE INC.
   
Dated: October 11, 2019 By: /s/ Paul Knudson                      
    Paul Knudson, - Director

 

 

 

 

 

 

 

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