[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2009
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from ______ to ______
|
Securities registered pursuant to Section 12(b) of the Act:
|
Securities registered pursuant to section 12(g) of the Act:
|
None
|
Common Stock
|
Large Accelerated Filer
|
[ ] | Accelerated Filer |
[ ]
|
||
Non-accelerated Filer
|
[ ] | Smaller Reporting Company |
[X]
|
||
(Do not check if a smaller reporting company)
|
PART I
|
Page
|
Item 1. Business.
|
3 |
Item 1A. Risk Factors.
|
12 |
Item 1B. Unresolved Staff Comments.
|
13 |
Item 2. Properties.
|
13 |
Item 3. Legal Proceedings.
|
13 |
Item 4. Submission of Matters to a Vote of Security Holders.
|
13 |
PART II
|
|
Item 5. Market For Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchase of Equity Securities.
|
13 |
Item 6. Selected Financial Data.
|
14 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
14 |
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
|
17 |
Item 8. Financial Statements and Supplementary Data.
|
18 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
30 |
Item 9A. Controls and Procedures.
|
31 |
Item 9B. Other Information.
|
32 |
PART III
|
|
Item 10. Directors, Executive Officers and Corporate Governance.
|
32 |
Item 11. Executive Compensation.
|
35 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
38 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
|
39 |
Item 14. Principal Accountant Fees and Services.
|
40 |
PART IV
|
|
Item 15. Exhibits and Financial Statement Schedules.
|
41 |
ITEM 1. | BUSINESS. |
Ÿ
|
Electronic Medical Record. Our Electronic Medical Record system replaces paper-based activities by doctors and nurses. All patient care is prescribed and documented in an electronic media that may include wireless devices with remote access via an Internet portal. All of a patient’s medical history is securely stored in a central database for easy access by the attending healthcare professionals. The information is accessed through a series of computer workstations placed in every ward, within easy reach of the doctors and nurses responsible for those patients.
|
||
Ÿ
|
CPOE. The CPOE module is a method of giving patient prescriptions and other medical orders in an electronic mode. This form of automation of medical acts has many advantages, such as, the speedy transmission of orders through the hospital, and the elimination of errors due to illegible handwriting. As a result, a CPOE module is believed to contribute to better patient safety. Furthermore, a CPOE module combined with decision support information would contribute to eliminating many common medical errors that occur on a daily basis, such as dosage errors and harmful drug interactions.
|
||
Ÿ
|
Clinical Decision Support. EMR decision support helps the physician validate his therapeutic decisions in real time while prescribing medication. This activity is supported by an extensive knowledge base containing thousands of user cases and thousands of decisional algorithms with up to 30 levels of decision support.
|
||
Ÿ
|
ADE Prevention. We believe our EMR helps prevent ADE’s which often cause prolonged hospitalization and death. In addition, we believe our system helps reduce medication side-effects and avoid duplication of prescriptions, lab tests and radiology exams by bringing important clinical information to the attention of the physician in real time at the point of care. Through our system, the availability of medical charts is immediate, and can be securely encrypted and transmitted worldwide via the Internet.
|
||
Ÿ
|
Medical Audits. The implementation of the EMR in a hospital setting allows for audit of medical procedures and their outcomes. The medical audit mechanism also assures that appropriate regulatory standards are being met. The use of biometric electronic signature provides data security at the highest level.
|
Ÿ
|
Administrative module. EMRADMIN is the principal administrative module. It allows users with the appropriate security rights to access screens that may be used to define and modify the basic architectural structure that defines the business rules for the CPOE for the six general order entry types – drugs, labs, IV solutions, image tests, nursing orders, and dressings – as well as special order entry types, such as sliding scales, drug tapers and transfusions. EMRADMIN creates and modifies decision support algorithms that are called at multiple levels in the order entry sequence and operate as background processes and maintains the ward/bed configuration of the institution of a set of diagnoses, a custom set of system requisitions that may be required by the healthcare institution, a set of system user groups and user group rights and a set of system parameters that are used to determine the system configuration. We supply all of the content required for full function of the system at the time of installation. Our customers may modify any of the content at any time in plain language. EMRADMIN is a required module in the setting of a minimal EMR installation.
|
||
•
|
Nursing module. The EMR nursing module (EMRNURSE) integrates all physician/nursing clinical functions at the order entry and clinical data entry levels. EMRNURSE contains a medication administration record that is automatically generated by the EMR according to a rules engine, which translates the physician’s prescription into the date-times for prescription administration. System rules are supplied by EMR at the time of installation and may vary for each individual clinical module. EMRNURSE also contains a plan of care and screen sets that allow for the recording and display of clinical information, including vital signs, glucometer-insulin record, input and output, and pain scale. Additional screens exist for the recording of the nursing history. The healthcare institution’s system administrator, through EMRADMIN, manages the basic structure of EMRNURSE. All of our clinical modules access EMRNURSE. EMRNURSE is a required module in the setting of a minimal EMR installation.
|
Ÿ
|
Clinical module. The EMR clinical modules broadly correspond to the individual clinical specialty of medicine of the healthcare institution or a particular division or ward of the institution, such as EMRER, EMRSurgeon, EMRPediatrics and EMRICU. All of the patients in a particular ward may be linked to a single module or patients in a given ward may each be attached to different modules in accordance with the patient’s ailment. Each clinical module may have its own set of available drug listings, its own table of order sets and unique decision support algorithms. The look and feel of each clinical module is constant, though modules may contain unique screens, which may not be available elsewhere in the EMR Clinical Information System. For example, EMRER uses unique patient tracking screens; EMRICU, CCU, and ER contain unique results reporting screens. The health care institution’s system administrator, through EMRADMIN, manages the seed content of the clinical modules. At least one clinical module is required in the setting of a minimal EMR installation. Our system includes, as an option, a DICOM viewer embedded in the clinical signs and results reporting screens so that PACS images may be viewed directly within the clinical context of the EMR clinical data display screens.
|
||
Ÿ
|
Electronic Medical Record. All clinical modules come with a complete Electronic Medical Record which can be used by physicians, consultants, nursing staff, and paramedical staff to record their admission and progress notes in a coded, menu-driven or free-text format, depending on the preference of the individual user. Clinicians can access all data related to their patient through the Electronic Medical Record. Clinical data entered into the Electronic Medical Record is available to review for the purposes of quality assurance by the clinical staff, administration and, where law permits, may be consulted by the patient.
|
Ÿ
|
Hardware installation. Hardware may be installed by us or the customer’s technical staff according to our specific configuration. The scope of the hardware is determined by the number of beds and wards in the particular healthcare institution, as well as the institution’s physical layout.
|
||
Ÿ
|
Software implementation. Our EMR software is configured based on a healthcare institution’s responses to our implementation questionnaire. The information obtained from the questionnaire is used to create the clinical content and populate the production database. Concurrent with managing and preparing this data, HL7 interfaces to other hospital systems such as Pharmacy, Laboratory, ADT and PACS will be designed, developed and tested by EMR and the system suppliers.
|
||
Ÿ
|
Costs. Cost of implementation of an EMR can vary between $2 and $20 million depending on the size of the hospital and the nature, and functionality of the selected technology.
|
||
Ÿ
|
Training. Training begins well in advance of the installation. EMR has specific training programs for physicians, nurses and other hospital staff. In large hospitals, a pre-determined number of wards will go-live every two weeks until the entire hospital is in full production. EMR training personnel provide on-site support 24 hours per day until the hospital staff can use the system independently.
|
||
Ÿ
|
Helpdesk. The EMR helpdesk is available to our customers 24 hours per day, seven days per week for technical and functional assistance. EMR has the ability to monitor and update the system from a remote location.
|
Ÿ
|
a secure, Web-based networking infrastructure;
|
|
Ÿ
|
physicians, hospitals and medical personnel using interoperable Electronic Medical Records;
|
|
Ÿ
|
web-based electronic medical records for every American, beginning with seniors enrolled in Medicare.
|
|
Ÿ
|
Medicare and financial incentives to encourage doctors to adopt clinical systems and prescribe medication and treatment electronically;
|
|
Ÿ
|
mandatory use of Electronic Medical Records by physicians during the next 10 years; and
|
|
Ÿ
|
medical databases, starting with the data of people in federal health programs that can be used for outcomes research, to identify participants for clinical trials, to allow real-time reporting of medication problems and health problems to improve care, and accelerate drug development, approval and recalls.
|
ITEM 1A.
|
RISK FACTORS.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS.
|
ITEM 2.
|
PROPERTIES.
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
DIAMOND TECHNOLOGIES, INC.
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED FINANCIAL STATEMENTS
|
DECEMBER 31, 2009
|
DIAMOND TECHNOLOGIES, INC.
|
(A DEVELOPMENT STAGE COMPANY)
|
INDEX
|
PAGE
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-2
|
CONSOLIDATED BALANCE SHEETS
|
F-3
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
F-4
|
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
|
F-5
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
F-6
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-7
|
December 31,
|
||||
ASSETS
|
2009
|
2008
|
||
Current Assets:
|
||||
Cash
|
$
|
2,969
|
$
|
629
|
Total Current Assets
|
2,969
|
629
|
||
Copyrights (Note 6)
|
865,000
|
-
|
||
Fixed assets, net (Note 5)
|
6,531
|
9,674
|
||
TOTAL ASSETS
|
$
|
874,500
|
$
|
10,303
|
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
||||
Current Liabilities:
|
||||
Accrued liabilities-other
|
$
|
23,217
|
$
|
4,500
|
Accrued officers' salaries
|
240,000
|
150,000
|
||
Acquisition cost payable (Note 6)
|
100,000
|
-
|
||
Due to shareholder (Note 4)
|
308,054
|
-
|
||
Total Current Liabilities
|
671,271
|
154,500
|
||
Commitments and contingencies (Note 8)
|
-
|
-
|
||
Stockholders' Deficiency (Note 2)
|
||||
Preferred stock, $0.00001 par value,
|
||||
none issued and outstanding
|
-
|
-
|
||
Common stock, $0.00001 par value, 100,000,000 shares authorized,
|
||||
22,871,502 and 16,721,502 shares issued and outstanding
|
||||
at December 31, 2009 and 2008, respectively.
|
229
|
167
|
||
Paid-in-capital
|
960,246
|
172,508
|
||
Deficit Accumulated during the Development Stage
|
(757,246)
|
(316,872)
|
||
Total Stockholders' Equity (Deficiency)
|
203,229
|
|
(144,197)
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
|
$
|
874,500
|
$
|
10,303
|
For the Period
|
||||||
For the Year
|
For the Year
|
December 12,
|
||||
Ended
|
Ended
|
2006 (inception)
|
||||
December 31,
|
to December 31,
|
to December 31,
|
||||
2009
|
2008
|
2009 (unaudited)
|
||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
15,887
|
Cost of Sales:
|
||||||
Inventory – beginning of period
|
-
|
5,245
|
5,245
|
|||
Purchases
|
-
|
-
|
12,840
|
|||
Inventory- end of period
|
-
|
-
|
(5,245)
|
|||
-
|
5,245
|
12,840
|
||||
Gross Profit
|
-
|
(5,245)
|
3,047
|
|||
Expenses
|
||||||
Salaries
|
180,000
|
-
|
330,000
|
|||
Stock compensation
|
7,500
|
-
|
7,500
|
|||
Professional fees
|
239,578
|
37,912
|
333,402
|
|||
Travel
|
133
|
-
|
22,850
|
|||
Rent
|
5,622
|
5,572
|
17,607
|
|||
Meals and entertainment
|
360
|
-
|
11,506
|
|||
Bad debts
|
-
|
8,555
|
8,555
|
|||
Web page design
|
-
|
-
|
8,491
|
|||
Office
|
3,124
|
2,420
|
7,888
|
|||
Depreciation
|
3,144
|
3,144
|
5,600
|
|||
Registration fees
|
598
|
1,375
|
4,298
|
|||
Bank charges
|
313
|
608
|
1,656
|
|||
Other
|
2
|
939
|
940
|
|||
440,374
|
60,525
|
760,293
|
||||
Net Loss
|
$
|
(440,374)
|
$
|
(65,770)
|
$
|
(757,246)
|
Basic and diluted net loss per share
|
$
|
-
|
$
|
-
|
||
Weighted average shares used in calculating
|
||||||
Basic and diluted net loss per share
|
16,886,297
|
16,721,502
|
Deficit
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Additional
|
During the
|
Total
|
||||||||||||||||||||||||
$.00001 par value
|
$.00001 par value
|
Paid-In
|
Development
|
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
Deficiency
|
||||||||||||||||||||||
Balance December 12, 2006 (Inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Sale of common shares
|
- | - | 15,000,000 | 1 50 | (100 | ) | - | 50 | ||||||||||||||||||||
Net loss
|
- | - | - | - | - | (18,500 | ) | (18,500 | ) | |||||||||||||||||||
Balance December 31, 2006 (unaudited)
|
- | - | 15,000,000 | 150 | (100 | ) | (18,500 | ) | (18,450 | ) | ||||||||||||||||||
Sale of common shares
|
- | - | 1,721,502 | 17 | 172,608 | - | 172,625 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (232,602 | ) | (232,602 | ) | |||||||||||||||||||
Balance December 31, 2007 (Audited)
|
- | - | 16,721,502 | 167 | 172,508 | (251,102 | ) | (78,427 | ) | |||||||||||||||||||
Net loss
|
- | - | - | - | - | (65,770 | ) | (65,770 | ) | |||||||||||||||||||
Balance December 31, 2008
|
- | - | 16,721,502 | 167 | 172,508 | (316,872 | ) | (144,197 | ) | |||||||||||||||||||
Shares issued for Rophe Acquisition
|
- | - | 6,000,000 | 60 | 765,240 | - | 765,300 | |||||||||||||||||||||
Sale of shares
|
- | - | 150,000 | 2 | 14,998 | - | 15,000 | |||||||||||||||||||||
Stock compensation
|
- | - | - | - | 7,500 | - | 7,500 | |||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (440,374 | ) | (440,374 | ) | |||||||||||||||||||
Balance December 31, 2009
|
- | $ | - | 22,871,502 | $ | 229 | $ | 960,246 | $ | (757,246 | ) | $ | 203,229 |
For the Period
|
||||||||||||
For the Year
|
For the Year
|
December 12,
|
||||||||||
Ended
|
Ended
|
2006 (inception)
|
||||||||||
December 31,
|
December 31,
|
to December 31,
|
||||||||||
2009
|
2008
|
2009 (unaudited)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss
|
$ | (440,374 | ) | $ | (65,770 | ) | $ | (757,246 | ) | |||
Depreciation
|
3,144 | 3,144 | 7,888 | |||||||||
Stock compensation
|
7,500 | - | 7,500 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Decrease in accounts receivable
|
- | 8,087 | - | |||||||||
(Increase)/decrease in inventory
|
- | 5,245 | - | |||||||||
Increase/(decrease) in accrued liabilities
|
108,716 | (6,212 | ) | 275,504 | ||||||||
NET CASH USED BY OPERATING ACTIVITIES
|
(321,014 | ) | (55,506 | ) | (466,354 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Asset acquisition
|
300 | 300 | ||||||||||
Purchase of fixed assets
|
- | - | (14,418 | ) | ||||||||
CASH USED BY INVESTING ACTIVITIES
|
300 | - | (14,118 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Shareholders advances (repayments)
|
308,054 | (31,240 | ) | 187,675 | ||||||||
Proceeds from sales of common stock
|
15,000 | - | 295,766 | |||||||||
CASH PROVIDED BY FINANCING ACTIVITIES
|
323,054 | (31,240 | ) | 483,441 | ||||||||
NET INCREASE IN CASH
|
2,340 | (86,746 | ) | 2,969 | ||||||||
CASH
|
||||||||||||
Beginning of year
|
629 | 87,375 | - | |||||||||
End of year
|
$ | 2,969 | $ | 629 | $ | 2,969 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Income tax paid
|
$ | - | $ | - | $ | - | ||||||
Interest paid
|
$ | 313 | $ | - | $ | - | ||||||
Supplemental disclosure of non-cash investing activities
|
||||||||||||
Accounts payable as partial consideration for asset acquistion
|
100,000 | |||||||||||
Common stock issued as partial
consideration for asset acquisition
|
765,300 | $ | - | $ | - |
•
|
Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds which trade infrequently);
|
•
|
Inputs other than quoted prices that are observable for substantially the full term of the asset or liability (examples include interest rate and currency swaps); and
|
•
|
Inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability (examples include certain securities and derivatives).
|
Year ended
|
Year Ended
|
|||||
December 31,
|
December 31,
|
|||||
Fair Value at:
|
2009
|
2008
|
||||
Level 3
|
||||||
Assets:
|
||||||
Copyright
|
$
|
865,000
|
$
|
0
|
2009
|
2008
|
||||
Furniture
|
8,694
|
8,694
|
|||
Computers
|
5,724
|
5,724
|
|||
Total Fixed assets
|
14,418
|
14,418
|
|||
Less accumulated depreciation
|
(7,887)
|
(4,744)
|
|||
Fixed assets - net
|
$
|
6,531
|
$
|
9,674
|
a.
|
$50,000 that was due by January 30, 2010 is to be paid $35,000 by March 5, 2010, and $15,000 by March 31, 2010.
|
b.
|
$200,000 that was due on March 31, 2010, and $250,000 that was due on April 30, 2010; of the total of $450,000, $400,000 was converted to 3,000,000 shares of common stock on March 16, 2010 and the remaining balance of $50,000 is payable March 31, 2010.
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
Current income tax expense (benefit)
|
$ | (148,000 | ) | $ | (12,000 | ) | ||
Deferred income tax
|
148,000 | 12,000 | ||||||
$ | - | $ | - |
December 31,
|
||||||||
2009
|
2008
|
|||||||
Net operating loss carry forward
|
$ | 243,000 | $ | 95,000 | ||||
Valuation allowance
|
(243,000 | ) | (95,000 | ) | ||||
Net deferred tax asset
|
$ | - | $ | - |
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
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 our financial statements, and neither a written report was provided to us nor oral advice was provided that Malone & Bailey, P.C. concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
|
2.
|
Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
*
|
Lack of segregation of duties
|
*
|
Presence of adjusting journal entries identified by the auditors during the audit of the company’s financial statements for the year ended December 31, 2009.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
|
Name and Address
|
Age
|
Position(s)
|
Vince Leitao
|
48
|
President, Principal Executive Officer,
|
2795 Barton Street, East
Unit 5, Hamilton ON L8E 2J8
|
and a Director
|
|
Mary Kricfalusi
|
47
|
Secretary and a member of the board of
|
2795 Barton Street, East
Unit 5, Hamilton ON L8E 2J8
|
directors
|
|
Leonard Steinmetz
|
58
|
treasurer, principal financial officer, and
|
2795 Barton Street, East
Unit 5, Hamilton ON L8E 2J8
|
principal accounting officer and as a member of the board of directors
|
John Cecil
|
48
|
Director
|
2795 Barton Street, East
Unit 5, Hamilton ON L8E 2J8
|
Samuel Baker
|
74
|
Director
|
2795 Barton Street, East
Unit 5, Hamilton ON L8E 2J8
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Change in
|
|||||||||
Pension
|
|||||||||
Value &
|
|||||||||
Nonqual-
|
|||||||||
Non-Equity
|
ified
|
||||||||
Incentive
|
Deferred
|
All
|
|||||||
Plan
|
Compen-
|
Other
|
|||||||
Stock
|
Option
|
Compen-
|
sation
|
Compen-
|
|||||
Name and Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
sation
|
Earnings
|
sation
|
Totals
|
|
Position [1]
|
Year
|
($)
|
($)
|
($)
|
($)
|
(S)
|
($)
|
($)
|
($)
|
Vince Leitao
|
2009
|
0
|
30,000
|
7,500
|
0
|
0
|
0
|
0
|
37,500
|
President
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
200
7
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Mary Kricfalusi
|
2009
|
0
|
150,000
|
0
|
0
|
0
|
0
|
0
|
150,000
|
Secretary
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
200
7
|
60,000
|
0
|
0
|
0
|
0
|
0
|
0
|
60,000
|
|
Leonard Steinmetz
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Treasurer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
200
7
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Vinod Gandhi
|
2009
|
0
|
20,000
|
0
|
0
|
0
|
0
|
0
|
20,000
|
Treasurer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Resigned (12-31-09)
|
200
7
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Herb Adams
|
2009
|
0
|
150,000
|
0
|
0
|
0
|
0
|
0
|
150,000
|
President
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Resigned (10/27/09)
|
200
7
|
60,000
|
0
|
0
|
0
|
0
|
0
|
0
|
60,000
|
John Dow
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Treasurer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Resigned (05/26/08)
|
2007
|
30,000
|
0
|
0
|
0
|
0
|
0
|
0
|
30,000
|
Laurene Rogers
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Treasurer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Resigned (07/10/08)
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Change in
|
|||||||
Pension
|
|||||||
Fees
|
Value and
|
||||||
Earned
|
Non-Equity
|
Nonqualified
|
All
|
||||
or
|
Incentive
|
Deferred
|
Other
|
||||
Paid in
|
Stock
|
Option
|
Plan
|
Compensation
|
Compen-
|
||
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
sation
|
Total
|
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
Vince Leitao
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Mary Kricfalusi
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
John Cecil
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Samuel Baker
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Vinod Gandhi
Resigned (12-31-09)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Herb Adams
Resigned (10/27/09)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
|
Name and Address
Beneficial Owner [1]
|
Number of Shares Owned
|
Percentage of Ownership
|
Vince Leitao
|
150,000
|
0.75%
|
2795 Barton Street, East
Unit 5, ON L8E 2J8
|
Mary Kricfalusi
|
6,000,000
|
30.19%
|
2795 Barton Street, East
Unit 5, ON L8E 2J8
|
||
Leonard Steinmetz
|
0
|
0.00%
|
2795 Barton Street, East
Unit 5, ON L8E 2J8
|
||
Samuel Baker
|
600,000
|
3.02%
|
2795 Barton Street, East
Unit 5, ON L8E 2J8
|
John Cecil
|
2,400,000
|
12.08%
|
2795 Barton Street, East
Unit 5, ON L8E 2J8
|
||
All Officers and Directors as A Group (5 persons)
|
9,150,000
|
46.04%
|
Herb Adams
|
5,950,000
|
29.94%
|
22 Daffodil Cresent
Ancaster, Ontario
Canada L9K 1A3
(Resigned 10/27/09)
|
||
John Dow
|
3,000,000
|
15.10%
|
261 Penn Drive
Burlington, Ontario
Canada L7N 2B9
(Resigned 7/10/2008)
|
[1]
|
The persons named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
2009
|
$
|
7,500
|
Malone & Bailey, P.C.
|
||
2009
|
$
|
6,450
|
Kempisty & Company, Certified Public Accountants, P.C.
|
||
2008
|
$
|
10,845
|
Kempisty & Company, Certified Public Accountants, P.C.
|
2009
|
$
|
Malone & Bailey, P.C.
|
|||
2009
|
$
|
Kempisty & Company, Certified Public Accountants, P.C.
|
|||
2008
|
$
|
-0-
|
Kempisty & Company, Certified Public Accountants, P.C.
|
2009
|
$
|
Malone & Bailey, P.C.
|
|||
2009
|
$
|
Kempisty & Company, Certified Public Accountants, P.C.
|
|||
2008
|
$
|
-0-
|
Kempisty & Company, Certified Public Accountants, P.C.
|
2009
|
$
|
Malone & Bailey, P.C.
|
|||
2009
|
$
|
Kempisty & Company, Certified Public Accountants, P.C.
|
|||
2008
|
$
|
-0-
|
Kempisty & Company, Certified Public Accountants, P.C.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
Incorporated by reference
|
|||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
3.1
|
Articles of Incorporation.
|
SB-2
|
03-05-07
|
3.1
|
|
3.2
|
Bylaws.
|
SB-2
|
03-05-07
|
3.2
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
03-05-07
|
4.1
|
|
10.1
|
Lease Agreement
|
SB-2
|
03-05-07
|
10.1
|
|
10.2
|
Agreement with Rophe Medical Technologies Inc.
|
X
|
|||
(December 11, 2009)
|
|||||
10.3 |
Amended Agreement with Rophe Medical Technologies Inc.
|
X
|
|||
(December 18, 2009) | |||||
10.4 | Amended Agreement with Rophe Medical Technologies Inc. | X | |||
(March 16, 2010) | |||||
14.1
|
Code of Ethics.
|
10-K
|
4-15-08
|
14.1
|
|
21.1
|
List of Subsidiary Corporations
|
X
|
|||
31.1
|
Certification of Principal Executive Officer
|
X
|
|||
pursuant to 15d_15(e), promulgated under the
Securities and Exchange Act
of 1934, as amended.
|
|||||
31.2 |
Certification of
Principal Financial Officer
pursuant to 15d_15(e),
promulgated under t
he
Securities and Exchange Act
of 1934, as amended.
|
X | |||
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as
|
X
|
|||
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Chief Executive Officer).
|
|||||
32.2 |
Certification pursuant to 18 U.S.C. Section 1350, as
|
X | |||
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Chief Financial Officer).
|
|||||
99.1
|
Audit Committee Charter.
|
10-K
|
4-15-08
|
99.1
|
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
4-15-08
|
99.2
|
DIAMOND TECHNOLOGIES INC.
|
|||||
BY:
BY:
|
VINCE LEITAO
Vince Leitao, President and Principal Executive Officer
LEONARD STEINMETZ
Leonard Steinmetz, Treasurer, Principal Financial
Officer, Principal Accounting Officer.
|
Incorporated by reference
|
|||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
Filed herewith
|
3.1
|
Articles of Incorporation.
|
SB-2
|
03-05-07
|
3.1
|
|
3.2
|
Bylaws.
|
SB-2
|
03-05-07
|
3.2
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
03-05-07
|
4.1
|
|
10.1
|
Lease Agreement
|
SB-2
|
03-05-07
|
10.1
|
|
10.2
|
Agreement with Rophe Medical Technologies Inc.
|
X
|
|||
(December 11, 2009)
|
|||||
10.3 |
Amended Agreement with Rophe Medical Technologies Inc.
|
X
|
|||
(December 18, 2009) | |||||
10.4 | Amended Agreement with Rophe Medical Technologies Inc. | X | |||
(March 16, 2010) | |||||
14.1
|
Code of Ethics.
|
10-K
|
4-15-08
|
14.1
|
|
21.1
|
List of Subsidiary Corporations
|
X
|
|||
31.1
|
Certification of Principal Executive Officer
|
X
|
|||
pursuant to 15d_15(e), promulgated under the
Securities and Exchange Act
of 1934, as amended.
|
|||||
31.2 |
Certification of
Principal Financial Officer
pursuant to 15d_15(e),
promulgated under t
he
Securities and Exchange Act
of 1934, as amended.
|
X | |||
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as
|
X
|
|||
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Chief Executive Officer).
|
|||||
32.2 |
Certification pursuant to 18 U.S.C. Section 1350, as
|
X | |||
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Chief Financial Officer).
|
|||||
99.1
|
Audit Committee Charter.
|
10-K
|
4-15-08
|
99.1
|
|
99.2
|
Disclosure Committee Charter.
|
10-K
|
4-15-08
|
99.2
|
(a)
|
In consideration with the acquisition of the ROPHE Shares, DTI will issue to SELLER 3,000,000 of its shares of Common Stock (the "DTI Shares") and pay SELLER $1,200,000 as follows: $50,000 within 30 days of the execution of this Agreement; $200,000 on March 31, 2010; $250,000 on April 30, 2010; $233,333 on the launch of Project 1; $233,333 on the launch of Project 2; and, $233,334 on the launch of Project 3. Each of the projects is more fully described on an attachment to this Agreement. Launching will deemed to have occurred when a project has generated $500,000 in collected revenue.
|
DTI :
|
DIAMOND TECHNOLOGIES INC.,
a Nevada Corporation
|
|
By.
|
VINCE LEITAO
, President
|
|
ROPHE:
|
ROPHE MEDICAL TECHNOLOGIES INC
, a corporation organized laws of the Province of Ontario, Canada
|
|
By:
|
JOHN CECIL
, President
|
|
|
||
SELLER:
|
LIST ALL SHAREHOLDERS
OF ROPHE WITH
SIGNATURE LINE
|
|
John Cecil
|
JOHN CECIL
|
|
Samuel Baker
|
SAMUEL BAKER
|
|
Grace Cecil
|
GRACE CECIL
|
|
Carol Baker
|
CAROL BAKER
|
|
1.
|
The Agreement is amended by substituting in paragraph 1.3(a) for the words “$50,000 within 30 days of the execution of this Agreement” the words “$50,000 on or before the 30
th
day of January, 2010”.
|
2.
|
The following shall be added to the Agreement as paragraph 8.4: “Notwithstanding anything elsewhere contained herein, in the event of any default in the performance of this Agreement by either party (the “Defaulting Party”), except for the payment of $50,000 payable on or before the 30
th
day of January 2010, the Defaulting Party shall be allowed a period of thirty (30) days in which to remedy such default.”
|
1.
|
The Amended Agreement is hereby further amended and modified as hereinafter provided:
|
2.
|
In satisfaction of payment to the SELLER, referred to in paragraph 1.3 (a) of the Amended Agreement of the sum of $50,000 on or before the 30
th
day of January 2010, DTI shall
|
(a)
|
Pay to John Cecil $35,000 by March 5
th
2010 and
|
(b)
|
Pay to John Cecil $15,000 by March 31
st
2010.
|
3.
|
In satisfaction of payment to the SELLER, referred to in paragraph 1.3 (a) of the Amended Agreement of the sum of $200,000 on March 31
st
, and $250,000 on April 30
th
, 2010 DTI shall
|
(a)
|
Issue to the SELLER upon the execution hereof 3,000,000 common shares of DTI in the following manner:
|
(b)
|
Pay to John Cecil on March 31
st
, 2010, $50,000.
|
4.
|
Terms used herein shall have the same meanings as in the Amended Agreement.
|
5.
|
Except as hereinbefore provided all the provisions of the Amended Agreement shall remain in full force and effect.
|
Name: | Place of Incorporation: |
Rophe Medical Technologies Inc. | Ontario, Canada |
1.
|
I have reviewed this Form 10-K for the year ending December 31, 2009 of Diamond Technologies Inc
.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 31, 2010
|
VINCE LEITAO
|
Vince
Leitao
|
|
Principal Executive Officer
|
1.
|
I have reviewed this Form 10-K for the year ending December 31, 2009 of Diamond Technologies Inc
.
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 31, 2010
|
LEONARD STEINMETZ
|
Leonard Steinmetz
|
|
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
VINCE LEITAO | |
Vince Leitao
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
LEONARD STEINMETZ | |
Leonard Steinmetz
Chief Financial Officer
|