UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 |
| OR | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-53183
DIAMOND TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
15 ALLSTATE PARKWAY
Suite 600
Markham, Ontario
Canada L3R 5B4
(Address of principal executive offices, including zip code.)(416) 246-9997
(telephone number, including area code)Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] | ||
| Non-accelerated Filer | [ ] | Smaller Reporting Company | [X] | ||
| (Do not check if smaller reporting company) | |||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
38,685,166 as of November 22, 2010.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
| DIAMOND TECHNOLOGIES, INC. |
| (A DEVELOPMENT STAGE COMPANY) |
| INDEX |
| PAGE | |
| BALANCE SHEETS | F-2 |
| STATEMENTS OF OPERATIONS | F-3 |
| STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY | F-4 |
| NOTES TO FINANCIAL STATEMENTS | F-5 - F7 |
F-1
| (A Development Stage Company) | ||||||||
| Consolidated Balance Sheets | ||||||||
| (Unaudited) | ||||||||
| September 30, | December 31, | |||||||
| 2010 | 2009 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 1,575 | $ | 2,969 | ||||
| Cash held in escrow | 189,490 | - | ||||||
| Total Current Assets | 191,065 | 2,969 | ||||||
| Copyrights | 865,000 | 865,000 | ||||||
| Fixed assets, net | 4,654 | 6,531 | ||||||
| TOTAL ASSETS | $ | 1,060,719 | $ | 874,500 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 77,526 | $ | 23,217 | ||||
| Acquisition cost payable | 56,502 | 100,000 | ||||||
| Officers' compensation payable | 562,687 | 240,000 | ||||||
| Due to shareholders | 264,837 | 308,054 | ||||||
| Total Current Liabilities | 961,552 | 671,271 | ||||||
| Shareholders' Equity | ||||||||
| Preferred stock, $0.00001 par value, | ||||||||
| none issued and outstanding | - | - | ||||||
| Common stock, $0.00001 par value, 100,000.000 shares authorized | ||||||||
| 38,685,166 and 22,871,502 shares issued and outstanding at | ||||||||
| September 30, 2010 and December 31, 2009 | 387 | 229 | ||||||
| Additional paid-in capital | 4,800,338 | 960,246 | ||||||
| Deficit accumulated during the development stage | (4,701,558 | ) | (757,246 | ) | ||||
| Total Shareholders' Equity | 99,167 | 203,229 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 1,060,719 | $ | 874,500 | ||||
F-2
| (A Development Stage Company) | ||||||||||||||||||||
| Consolidated Statements of Operations | ||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Three Months Ended | Nine Months Ended | December 12, 2006 | ||||||||||||||||||
| September 30, | September 30, | (inception) to | ||||||||||||||||||
| 2010 | 2009 | 2010 | 2009 | September 30, 2010 | ||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | $ | 15,887 | ||||||||||
| Cost of Sales | ||||||||||||||||||||
| Inventory - beginning of period | - | - | - | - | 5,245 | |||||||||||||||
| Purchases | - | - | - | - | 12,840 | |||||||||||||||
| Inventory - end of period | - | - | - | - | (5,245 | ) | ||||||||||||||
| Total Cost of Sales | - | - | - | - | 12,840 | |||||||||||||||
| Gross Profit | - | - | - | - | 3,047 | |||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and administrative | 3,626,562 | 21,721 | 3,939,979 | 46,932 | 4,691,444 | |||||||||||||||
| Depreciation and amortization | 310 | - | 1,877 | - | 9,765 | |||||||||||||||
| Total Operating Expenses | 3,626,872 | 21,721 | 3,941,856 | 46,932 | 4,701,209 | |||||||||||||||
| Loss from Operations | (3,626,872 | ) | (21,721 | ) | (3,941,856 | ) | (46,932 | ) | (4,698,162 | ) | ||||||||||
| Other Expenses | ||||||||||||||||||||
| Interest Expense | (187 | ) | - | (381 | ) | - | (381 | ) | ||||||||||||
| Exchange Gains/(Losses) | (1,059 | ) | - | (2,075 | ) | - | (3,015 | ) | ||||||||||||
| Total Other Income/(Expenses) | (1,246 | ) | - | (2,456 | ) | - | (3,396 | ) | ||||||||||||
| Net Loss | $ | (3,628,118 | ) | $ | (21,721 | ) | $ | (3,944,312 | ) | $ | (46,932 | ) | $ | (4,701,558 | ) | |||||
| Basic and diluted net income per share | $ | (0.12 | ) | $ | (0.00 | ) | $ | (0.15 | ) | $ | (0.00 | ) | ||||||||
| Basic and Diluted Weighted Average Shares | 29,684,514 | 16,721,502 | 25,810,131 | 16,721,502 | ||||||||||||||||
F-3
| (A Development Stage Company) | ||||||||||||
| Consolidated Statements of Cash Flows | ||||||||||||
| (Unaudited) | ||||||||||||
| Nine Months Ended | December 12, 2006 | |||||||||||
| September 30, | (inception) to | |||||||||||
| 2010 | 2009 | September 30, 2010 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net Loss | $ | (3,944,312 | ) | $ | (46,932 | ) | $ | (4,701,558 | ) | |||
| Adjustment to reconcile net loss to cash used in | ||||||||||||
| operating activities: | ||||||||||||
| Depreciation | 1,877 | 2,358 | 9,765 | |||||||||
| Stock Compensation | 3,373,850 | - | 3,381,350 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Increase/(Decrease) in cash held in escrow | (189,490 | ) | - | (189,490 | ) | |||||||
| Increase/(Decrease) in accounts payable and accrued liabilities | 54,309 | 2,296 | 329,813 | |||||||||
| Increase/(Decrease) in officers' compensation payable | 322,687 | - | 322,687 | |||||||||
| Increase/(Decrease) in acquisition cost payable | (43,498 | ) | - | (43,498 | ) | |||||||
| NET CASH USED IN OPERATING ACTIVITIES | (424,577 | ) | (42,278 | ) | (890,931 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Asset acquisition | - | - | 300 | |||||||||
| Purchase of fixed assets | - | - | (14,418 | ) | ||||||||
| NET CASH USED IN INVESTING ACTIVITIES | - | - | (14,118 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Shareholders advances/(repayments) | (43,217 | ) | 41,780 | 252,549 | ||||||||
| Proceeds from sale of common stock | 466,400 | - | 654,075 | |||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 423,183 | 41,780 | 906,624 | |||||||||
| NET INCREASE/(DECREASE) IN CASH | (1,394 | ) | (498 | ) | 1,575 | |||||||
| CASH - BEGINNING OF PERIOD | 2,969 | 629 | - | |||||||||
| CASH - END OF PERIOD | $ | 1,575 | $ | 131 | $ | 1,575 | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||||||
| Stock Issued for Officers' Compensation | $ | 3,373,850 | $ | - | $ | - | ||||||
F-4
DIAMOND TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited financial statements of Diamond Technologies, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X related to smaller reporting companies. These consolidated financial statements should be read in conjunction with the audited financial statements and notes, which are included as part of the Company's Form 10-K filed with the SEC on March 31, 2010.
Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal year ended December 31, 2009 as reported in the 10-K have been omitted.
In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The amounts of assets and liabilities in the financial statements do not purport to represent realizable or settlement values. However, the Company has incurred an operating loss. Such loss may impair its ability to obtain additional financing.
This factor raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has met its historical working capital requirements from the sale of common shares and loans from an officer/shareholder. In order not to burden the Company, the officer/shareholder has agreed to provide funding to the Company to pay its annual audit fees, filing costs and legal fees as long as the board of directors deems it necessary. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company.
NOTE 3 – STOCKHOLDERS’ EQUITY
Common Stock
Between Jan 23, 2010 and March 4, 2010, the Company sold 1,133,664 common shares at $0.15 per share for gross proceeds of $170,050.
On August 18, 2010, the Company sold 13,500,000 shares of the Company’s common stock at $0.0001 per share for gross proceeds of $1,350 to the Directors of the Company. The Company recorded $3,373,850 as compensation expense and additional paid in capital.
Between July 1, 2010 and August 3, 2010, the Company sold 1,180,000 shares of the Company’s common stock at $0.25 per share for gross proceeds of $295,000. Each share comprised of one warrant. Each warrant is exercisable for a period of one year from the effective date of a registration statement filed with the SEC. The exercise price of each warrant is $0.50. The gross proceeds were held in escrow.
F-5
DIAMOND TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(unaudited)
NOTE 4 – WARRANTS
Warrant activity for the nine months ended September 30, 2010 is as follows:
| Weighted | ||||
| Average | ||||
| Number of Warrants | Exercise Price | |||
| Balance, December 31, 2009 | - | - | ||
| Granted | 1,180,000 | $ | 0.50 | |
| Cancelled | - | - | ||
| Exercised | - | - | ||
| Balance, November 30, 2010 | 1,180,000 | $ | 0.05 |
The warrants were issued in conjunction with the shares issued to Ontario Inc. and to Lloyd Chiotti, 800,000 and 380,000 warrants, respectively. Each warrant is exercisable for a period of one year from the effective date of a registration statement filed with the SEC. The exercise price of each warrant is $0.50.
NOTE 5 – COMMITMENTS & CONTINGENCIES
On September 28, 2010, the Company entered into a lease with RCN Management LP to lease an office space. The term of the lease is for thirteen months from October 1, 2010 to March 31, 2012. Further, terms require that we pay CAD $5,251 (approximately $5,251) per month for the space. The Company’s commitments for minimum lease payments under the lease are as follows
2010 $15,753
2011 $63,012
Thereafter $15,753
Total $126,024
On November 15, 2010, the Company entered into an agreement with Herb Adams to settle claims by Mr. Adams for certain amount of outstanding debt owed by the Company to Mr. Adams. Under settlement terms, the Company is obligated to pay Mr. Adams the following:
$65,000 to be satisfied by issuance of 217,000 shares of the Company’s common stock
$6,500 upon the execution and delivery of the Agreement
$4,000 after 90days from the date of the agreement
$75,500 Total
F-6
DIAMOND TECHNOLOGIES, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(unaudited)
NOTE 5 – COMMITMENTS & CONTINGENCIES (CONTINUED)
On November 17, 2010, the Company entered into an agreement with Mary Kricfalusi (former Director and Officer of the Company) to settle claims by Ms. Kricfalusi for certain amount of outstanding debt owed by the Company to Ms. Kricfalusi. Under settlement terms, the Company is obligated to pay Ms. Kricfalusi the following:
$10,000 upon execution of the agreement
$2,000 on or before November 27, 2010
$5,000 on or before December 14, 2010
$5,000 on or before January 14, 2011
$10,000 on or before February 14, 2011
$10,000 on or before March 14, 2011
$10,000 on or before April 14, 2011
$52,000 Total
NOTE 6 – SUBSEQUENT EVENTS
On October 25, 2010, the Company completed the sale of 300,000 shares of common stock at $0.25 per share for gross proceeds of $75,000. Each share comprised of one warrant. Each warrant is exercisable for a period of one year from the effective date of a registration statement filed with the SEC. The exercise price of each warrant is $0.50.
On November 15, 2010, the Company entered into an agreement with Herb Adams to settle claims by Mr. Adams for certain amount of outstanding debt owed by the Company to Mr. Adams.
On November 17, 2010, the Company entered into an agreement with Mary Kricfalusi (former Director and Officer of the Company) to settle claims by Ms. Kricfalusi for certain amount of outstanding debt owed by the Company to Ms. Kricfalusi. Ms. Kricfalusi’s employment agreement is terminated and she resigned as Director and Officer of the Company effective immediately.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay out bills. This is because we have not generated substantial revenues and do not anticipate generating on-going revenue until we can complete lease agreements for the acquisition of office facilities, build out our technology infrastructure and complete our marketing collateral and branding efforts.
Plan of Operation
The following Plan of Operation contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this document.
We are a Medical information company that uses technology to assist physicians and healthcare providers to streamline patient information in a coherent and usable manner. Our software is designed to take patient medical information from many sources and deposit it into a single source as electronic medical records (EMR) for each patient. In addition to our EMR product, we have three early stage products for which we plan to evaluate partnership opportunities in order to further develop and commercialize them.
Our plan and focus during the next twelve months includes selling our existing products as well as developing and possibly selling new products.
Our Sales and Marketing Strategy for existing developed products
As of the date of this report, we have not sold any products, nor do we have any customers. We hope to initiate operations within the next 90 days. Our milestones during the next twelve months are:
1 - Developing our sales and marketing organization for the third party products along with our software that bring the data from these products into an EMR system in the major metropolitan areas of Canada
2 – Simultaneously with the build-up of our sales and marketing organization, we will build a product support team that will provide installation, training and customer support.
3 – Expanding our market from the larger metropolitan areas to the smaller rural and more distant medical facilities.
Within Canada, we will focus on having a direct sales force to market and sell EMR to walk-in clinics/doctor’s offices, Independent Diagnostic Centers /Independent Health Facilities and hospitals.
Outside Canada, we may establish commercial partnerships for all of our product candidates in order to accelerate development and marketing in those countries and further broaden our products’ commercial potential.
Our Development and Commercialization Strategy for new products
We intend to initiate sales of our products in our target commercial areas. Our target commercial areas are hospitals, clinics and doctor’s offices. We expect to focus on marketing our current offering as well as completing product development for our product candidates in order to increase our possibilities for current and future revenue generation.
Our forward-looking plan envisions applying our copyrighted design and technology to develop three additional products, to bring to market integrated computer systems that address today’s critical health management needs in epidemic control, medical information flow across borders and provision of heath care in rural and remote areas.
In addition to our EMR which is ready for production, we have prioritized the following products for completion of development and are listing them in order of priority.
C&ID-IMS - our Communicable and Infectious Diseases Information Management System technology.
CCG - our Clinical-Care Globalization technology.
MC-Telehealth - our Mobile Clinic or tele-health technology.
We do not at this time have a definitive timetable as to when we will complete these intense development efforts.
We are considered to be in the development stage, as defined in US Generally Accepted Accounting Principles. We have been in the development stage since our inception. We have had no substantial recurring source of revenue; we have incurred operating losses since inception and at June 30, 2010 had a working capital deficiency of $812,879.
The development and marketing of new medical software technology is capital intensive. We have funded operations to date either through the sale of our common stock or through advances made by our key shareholders.
We have utilized funds obtained to date for organizational purposes and to commence certain financial transactions. We require additional funding to complete these transactions (including the purchase of Rophe and related expenses), expand our marketing and sales efforts and increasing Diamond’s revenue base.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price increases in services and products.
To become profitable and competitive, we have to locate and negotiate agreements with manufacturers to offer their products for sale to us at pricing that will enable us to establish and sell the products to our clientele.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of operations
Revenues
We did not generate any revenues during the three and nine months ended September 30, 2010 or 2009. From our inception on December 12, 2006 to September 30, 2010 we generated $15,887 in revenues.
Expenses
During the three months ended September 30, 2010 we incurred total expenses of $3,628,118, including $189,042 in salaries, $3,373,850 in stock based compensation, $310 in depreciation, $42,047 in professional fees, and $22,869 in other expenses, whereas during the three months ended September 30, 2009 we incurred total expenses of $21,721. The increase in our expenses for the three months ended September 30, 2010 was primarily due to an increase in officers’ compensation and professional fees.
During the nine months ended September 30, 2010 we incurred total expenses of $3,944,312, including $347,261 in salaries, $3,373,850 in stock based compensation, $1,877 in depreciation, $192,305 in professional fees, and $29,019 in other expenses, whereas during the nine months ended September 30, 2009 we incurred total expenses of $46,932. The increase in our expenses for the nine months ended September 30, 2010 was primarily due to a increase in officers’ compensation and professional fees.
Net Loss
During the three months ended September 30, 2010 we did not generate any revenues and we incurred a net loss of $3,628,118, compared to a net loss of $21,721 during the same period in 2009. Our net loss attributable to professional fees, officers’ compensation, and stock based compensation in these periods were $231,088, $21,721, and $3,373,850, respectively.
During the nine months ended September 30, 2010 we did not generate any revenues and we incurred a net loss of $3,944,615, compared to a net loss of $46,932 during the same period in 2009. Our net loss attributable to professional fees, officers’ compensation, and stock based compensation in these periods were $539,565, $46,932, and $3,373,850 respectively.
From our inception on December 12, 2006 to September 30, 2010 we incurred a net loss of $4,200,860, $1,201,765 of which was officers’ compensation, stock based compensation, and professional fees. Our professional fees consist of legal, consulting, accounting and auditing fees.
From Inception on December 12, 2006 to September 30, 2010
During the year 2007, we incorporated the company, hired the attorney and the auditor and began to negotiate contracts and sell printing related products.
During the year 2008 we continued sourcing products. We did not sell any products or services.
During the year 2009, we did not sell any products or services. Our loss since inception is $1,073,440. We acquired all of the issued and outstanding shares of common stock of Rophe Medical Technologies, Inc.
Since inception, we sold 5,000,000 pre-dividend shares of common stock to our officers and directors for $50; issued 490,500 pre-dividend shares of common stock at $0.25 per share for a total of $122,625; and issued 83,334 pre-dividend shares of common stock at $0.60 per share for a total of $50,000. We sold 150,000 shares of common stock to our President for $15,000. We exchanged 3,000,000 shares of common stock to Rophe Medical Technologies Inc. for 300 common shares of Rophe. We issued 3,000,000 shares of common stock to Rophe in exchange for $200,000 payable to Rophe on March 31, 2010 and $200,000 of the $250,000 payable to Rophe on April 30, 2010. We sold 1,133,664 shares of common stock at $0.15 per share for a total of $170,050.
Between July 1, 2010 and August 3, 2010, the Company sold 1,180,000 shares of the Company’s common stock at $0.25 per share for gross proceeds of $295,000. Each share comprised of one warrant. Each warrant is exercisable for a period of one year from the effective date of a registration statement filed with the SEC.
On August 18, 2010, we sold 13,500,000 shares of the Company’s common stock at $0.0001 per share for gross proceeds of $1,350 to the Directors of the Company.
On October 22, 2010, we sold 300,000 shares of the Company’s common stock at $0.25 per share for gross proceeds of $75,000. Each share comprised of one warrant. Each warrant is exercisable for a period of one year from the effective date of a registration statement filed with the SEC.
Liquidity and capital resources
As of the date of this report, we have not generated any revenues from our business operations.
In December 2006, we issued 5,000,000 pre-dividend shares of common stock pursuant to the exemption contained in Reg. S of the Securities Act of 1933. This was accounted for as a sale of common stock.
On June 25, 2007, we completed our public offering of 490,500 shares of pre-dividend common stock at an offering price of $0.25 per share. We raised $122,625.
On December 28, 2007, we sold 83,334 restricted pre-dividend shares of the Company common stock pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended at an offering price of $0.60 per share we raised $50,000.
A stock dividend was declared on February 11, 2008, wherein two additional common shares were issued for each one common share issued and outstanding as at February 25, 2008.
On December 30, 2009 we sold 150,000 restricted shares of common stock at $0.10 per share to our President for proceeds of $15,000.
On December 31, 2009, we acquired 300 shares of common stock of Rophe Medical Technologies Inc. (Rophe”) which constitute all of the issued and outstanding shares of Rophe common stock in exchange for 3,000,000 restricted shares of our common stock. Rophe thereby became our wholly owned subsidiary corporation. On March 16, 2010, the Rophe Acquisition payment terms were amended, the company issued additional 3,000,000 of the Company’s common shares in exchange for $200,000 payable on March 31, 2010 and $200,000 of the $250,000 payable on April 30, 2010.
Between Jan 23, 2010 and March 4, 2010 we sold 1,133,664 restricted shares of the Company common stock pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended at an offering price of $0.15 per share we raised $170,050.
Between July 1, 2010 and August 3, 2010, the Company sold 1,180,000 shares of the Company’s common stock at $0.25 per share for gross proceeds of $295,000. Each share comprised of one warrant. Each warrant is exercisable for a period of one year from the effective date of a registration statement filed with the SEC.
On August 18, 2010, we sold 13,500,000 shares of the Company’s common stock at $0.0001 per share for gross proceeds of $1,350 to the Directors of the Company.
On October 22, 2010, we sold 300,000 shares of the Company’s common stock at $0.25 per share for gross proceeds of $75,000. Each share comprised of one warrant. Each warrant is exercisable for a period of one year from the effective date of a registration statement filed with the SEC.
As of September 30, 2010, our total assets were $1,060,719 in cash, fixed assets and copyrights and our total liabilities were $961,552 comprised of $77,526 in accounts payable, $827,524 in accrued officer salaries and other amounts due to officer and shareholders, and $56,502 in acquisition cost payable.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are not effective due to lack of segregation of duties in financial reporting and presence of adjusting journal entries during our last audit. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Between January 23, 2010 and March 4, 2010 we sold 1,133,664 restricted shares of the Company common stock to 13 individuals pursuant to the exemption from registration contained in Reg. S of the Securities Act of 1933, as amended, at an offering price of $0.15 per share and we raised $170,050.
ITEM 5. OTHER.
Between January 23, 2010 and March 4, 2010 we sold 1,133,664 restricted shares of the Company common stock to 13 individuals pursuant to the exemption contained in Reg. S of the Securities Act of 1933, as amended, at an offering price of $0.15 per share and we raised $170,050. We failed to report the foregoing sale of unregistered equity securities on Form 8-K within four business days of March 4, 2010 and are disclosing the same herein.
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on this 22nd day of November, 2010.
| DIAMOND TECHNOLOGIES INC. | ||
| BY: | JOHN CECIL | |
John Cecil President, Principal Executive Officer, and a member of the Board of Directors. | ||
| BY: | LEONARD STEINMETZ | |
Leonard Steinmetz Treasurer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors. | ||
EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002. |