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EX-16 - 16.1 AUDITOR'S LETTER - Diamond Information Institutediamond8ka032111no2ex161.htm
EX-99 - 99.1 TERMINATION LETTER - Diamond Information Institutediamond8ka032111no2ex991.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  November 6, 2010


Diamond Information Institute, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

New Jersey

333-149978

22-2935867

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


 

 

1810 E. Sahara Ave, Suite 1515

Las Vegas, NV


89102

(Address of principal executive offices)

(Zip Code)



                                                        Registrant’s telephone number, including area code:   (702) 666-8570


 

 

___________________________________________________

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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


      . Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)


      . Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


      . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






SECTION 4 – Matters Related to Accountants and Financial Statements


Item 4.01 Changes in Registrant’s Certifying Accountant.


On November 1st, 2010, Board of Directors of the Registrant accepted the resignation of Silberstein Ungar, PLLC, as its independent registered public accounting firm. On November 8, 2010, the accounting firm of Sadler, Gibb & Associates was engaged as the Registrant’s new independent registered public accounting firm. The Board of Directors of the Registrant approved the resignation of Silberstein, Ungar ,PLLC. and approved the appointment of Sadler, Gibb & Associates as its independent auditor.


Silberstein Ungar, PLLC concluded an audit of the Registrant’s financial statements for the period ended December 31, 2009.  Registrant’s financial statements for the period ended March 31, 2010 were reviewed by Silberstein Ungar, PLLC. Silberstein Ungar, PLLC began a review of the Registrant’s financial statements for the period ending June 30, 2010, however the financial statements for the period ending June 30, 2010 which were included in the Registrant's Form 10-Q for the period ended June 30, 2010, were not approved for release by Silberstein Ungar, PLLC. The reviewed financial statements for the period ended March 31, 2010 did not contain an adverse opinion or disclaimer of opinion, nor were the financial statements qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant’s financial statements for the period contained a going concern qualification. The present auditor and accountant are in the process of reviewing all documents from December 31, 2009 through December 31, 2010 and the Company expects to amend its filing of Form 10-Q for the period ended June 30, 2010 and file its Form 10-Q for the period ended September 30, 2010 before March 31, 2011.


There was a disagreement between the Registrant and Silberstein Unger, PLLC concerning the Registrant’s fiscal quarter ended June 30, 2010, and specifically related to the accounting for the Registrant's acquisition, which was completed during that fiscal period. Silberstein Ungar, PLLC did not provide the Company with any written communications concerning the nature or extent of its reservations about the accounting treatment of the acquisition nor did it respond to several requests by the Company to engage in discussions to resolve any accounting matters related to the financial statements for the period ended June 30, 2010. Due to this breakdown in communications, and the need for disclosure of its operating results for the quarter ended June 30, 2010, the Company, on September 8, 2010,  filed Form 10-Q for the period ended June 30, 2010 with financial statements that were not reviewed by Silberstein Ungar PLLC or any other PCAOB registered accounting firm. Subsequent to this filing, on November 1, 2010, Silberstein Ungar PLLC resigned as independent auditor for the Company. On November 1st, 2010, the Board of Directors of the Registrant accepted the resignation of Silberstein Ungar, PLLC, as its independent registered public accounting firm. The Company amended its filing of Form 10-Q for the period ended June 30, 2010 on December 16, 2010 to indicate that the financial statements contained therein were not reviewed and that the original filing was substantially deficient. The accounting disagreement between the Company and Silberstein Ungar, PLLC remains unresolved.

 

For the two years preceding December 31, 2009, there were no disagreements with Silberstein Ungar, PLLC whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Silberstein Ungar, PLLC’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Registrant’s financial statements.


The Registrant has requested that Silberstein Ungar, PLLC furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.


On November 8, 2010, the Registrant engaged Sadler, Gibb & Associates as its independent accountant to provide reviews of its financial statements and quarterly filings of Form 10-Q for the periods ended June 30, 2010 and September 30, 2010 and to provide audit services for the annual filing of Form 10-K for the period ended December 31, 2010. During the two most recent fiscal years and through November 8, 2010, the Company has not consulted with Sadler, Gibb & Associates regarding either:





1.

the application of accounting principles to any specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advicee was provided that Sadler, Gibb & Associates concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or


2.

any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

 

Section 9 – Financial Statements and Exhibits


Item 9.01 Exhibits


 

 

Exhibit

Number

 

Description

16.1

Letter, Silberstein Ungar PLLC CPA’s and Business Advisors

99.1

Letter of termination from Silberstein Unger, PLLC



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Diamond Information Institute, Inc.




/s/Christopher Glover    

Christopher Glover

Chief Executive Officer


Date:  March 21, 2011