Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities and Exchange Commission
Date of Report (Date of earliest event reported): July 13, 2005.
Diamond I, Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-19961 01-0623010
(State or other (Commission File No.) (I.R.S. Employer Identification No.)
jurisdiction of
incorporation)
5555 Hilton Avenue, Suite 207, Baton Rouge, Louisiana 70808
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (225) 923-1034
Form 8-K
Diamond I, Inc.
Item 1.01. Entry Into a Material Definitive Agreement.
Effective July 13, 2005, we entered into an agreement and waiver (the "Waiver
Agreement") with Jason P. Davis, Mike Prasad, Ryan Hayden, Larry Shultz and
Clayton D. Carter, the former owners of Diamond I Technologies, Inc., a company
we acquired in January 2005. This Waiver Agreement relates to certain provisions
contained in the agreement and plan of reorganization (the "Reorganization
Agreement") pursuant to which we acquired Diamond I Technologies, Inc.
("DiTech"). The Waiver Agreement nullifies certain provisions of the
Reorganization Agreement, as executed. These nullified provisions are:
- - prior to February 18, 2005, we were to provide to DiTech the sum of
$100,000, which requirement we met;
- - prior to July 18, 2005, we were to provide to DiTech the additional sum of
$400,000;
- - prior to October 18, 2005, we were to provide to DiTech the additional sum
of $500,000; and
- - prior to January 18, 2005, we were to provide to DiTech the additional sum
of $2,000,000.
Had we failed to provide any portion of these funds on or before the required
dates, we would have been required to deliver to the Former Owners 100% of the
then-outstanding shares of common stock of DiTech.
As a result of the Waiver Agreement, we will not be required to return ownership
of DiTech to the Former Owners under any circumstance.
Pursuant to the Waiver Agreement, we issued a total of 1,000,000 shares of our
common stock to the Former Owners, which shares were valued at $.038 per share,
an aggregate value of $38,000.
Item 7.01. Regulation FD Disclosure.
Press Release
On July 18, 2005, we issued the press release reproduced below:
Diamond I Restructures Diamond I Tech Acquisition
Vegas, NV - July 18, 2005 - Diamond I, Inc. (OTCBB: DMOI), a developer of
wireless gaming products, today announced that it has restructured its January
2005 acquisition of Diamond I Technologies. The restructuring transaction
resulted in the finalization of the acquisition price of Diamond I Technologies.
Diamond I intends to file a Current Report on Form 8-K with respect to this
restructuring transaction in the near future.
David Loflin, CEO of Diamond I, stated, "the former owners of DiTech are part of
our team and they wanted things to stay that way. They believe, as do I, that
our combined efforts will produce the outcome we seek."
About Diamond I, Inc.
Diamond I, Inc. is a development-stage company that develops wireless gaming
products, including a hand-held Wi-Fi-based gaming system for on-premises use by
casinos/resorts, known as "WifiCasino GS Concierge and Gaming System"(TM). The
company also provides Wi-Fi Internet access in Louisiana, Arizona, Maryland,
Pennsylvania, Nebraska and Washington, D.C. The term "Wi-Fi" (wireless fidelity)
refers to an industry standard for wireless equipment that meets published
802.11(x) standards. Wi-Fi equipment operates in unlicensed spectra, such as 2.4
and 5.8 Ghz.
Diamond I seeks to secure a Las Vegas hotel/casino to serve as the demonstration
site for its WifiCasino GS, in conjunction with its application for a gaming
license in Nevada. Currently, Diamond I is in negotiations with one or more
nationally-known Las Vegas casinos to serve as the demonstration facility for
its system. Also, Diamond I is working to secure one or more cruise ships on
which to implement a WifiCasino GS system; Diamond I has had preliminary
discussions with the owners of one or more cruise ships. Diamond I has also had
preliminary discussions with the owners of one or more horse racing facilities
in the United States and dog and horse racing facilities outside the United
States, with respect to its establishing a WifiCasino GS system on such a
facility.
Forward-Looking Statements
Certain statements in these interviews and news releases may constitute "forward
looking" statements within the meaning of Section 21E of the Securities Exchange
Act of 1934. Such forward looking statements involve risk, uncertainties, and
other factors, which may cause the actual results, performance, or achievement
expressed or implied by such forward looking statements to differ materially
from the forward looking statements. Certain statements contained in the
interviews are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements involve numerous risks
and uncertainties, including, but not limited to, risks and uncertainties
pertaining to development of Diamond I's products and services and markets for
such products and services, the timing and level of customer orders, competitive
products and service, changes in economic conditions and other risks and
uncertainties. Although Diamond I believes the statements are reasonable, it can
give no assurance that such expectations will prove correct. Diamond I cautions
that any forward-looking statements contained herein are not a guarantee of
future performance and that actual results may differ materially.
Contact: Diamond I, Inc., Baton Rouge, David Loflin, 225-923-1034;
dloflin@diamonditech.com.
* * * END OF PRESS RELEASE * * *
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit No. Description
10.1 Agreement and Waiver, dated as of July 13, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunder duly authorized.
Dated: July 18, 2005. DIAMOND I, INC.
By: /s/ DAVID LOFLIN
David Loflin, President