IYO Could Diamics Be Dumping All The Shares?
Pursuant to our Acquisition Agreement dated January 18, 2006, Diamics, Inc. (Diamics) acquired all of the Capital Stock of Eternal Image, Inc. (Eternal Image), which then became a 100% wholly owned subsidiary of Diamics. In consideration for their shares of Eternal Image, Diamics issued 52,200,000 shares of Diamics common stock to the shareholders of Eternal Image, Inc. An additional 10,500,000 shares of Diamics were retained by seller for services rendered in relation to the transaction.
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Our History
We are a Delaware corporation that, as a result of a February 15, 2006, acquisition known as a reverse merger, has entered into the business of manufacturing (through third party manufacturers/suppliers) and marketing of branded, licensed funerary products (such as funeral caskets, urns and vault covers) for humans and pets. Prior to this acquisition, we had become an inactive “public shell” corporation with no operations or revenues, and our only business activity was to seek a merger or acquisition candidate. We were originally incorporated in the State of Delaware on July 17, 1990 under the name of International Testing Services, Inc. We changed our name on June 2, 2005 to VIP Ventures, Inc. and on November 4, 2005 to Diamics, Inc. At the time of the aforementioned reverse merger, our name was Diamics, Inc.
Diamics, Inc. had been inactive since approximately December 1, 2005 and since that time had no operations until the acquisition of a Michigan corporation, Eternal Image, Inc. (the “Acquired Company”) on February 15, 2006 in the reverse merger. The Acquired Company was originally formed on July 11, 2003 in the State of Michigan as an “S” corporation known as Eternal Image, Inc. On July 19, 2004, it was reorganized into a Michigan Limited Liability Company (Eternal Image, Inc. LLC). Finally on January 26, 2006, it was once again reorganized into a Michigan “C” corporation known as Eternal Image, Inc.
In connection with the acquisition, Diamics, Inc., on January 31, 2006, restated its articles of incorporation with the State of Delaware to change its name to Eternal Image, Inc. We are now the surviving corporation of this acquisition operating under our new name, Eternal Image, Inc. (the Delaware corporation). As a result of the acquisition transaction, we assumed the funerary products business operations of the acquired Michigan corporation and that Michigan entity ended its corporate existence. Since the date of the acquisition (February 15, 2006), our only business operations became that of the Acquired Company. For financial reporting purposes, the Michigan “C” corporation was considered the accounting acquirer in the merger and the merger was accounted for as a reverse merger. Accordingly, the historical financial statements presented herein are those of the Michigan “C” corporation and do not include the historical financial results of Diamics, Inc. All costs associated with the reverse merger transaction were expensed as incurred. Pursuant to our Acquisition Agreement dated January 18, 2006, Diamics, Inc. (Diamics) acquired all of the Capital Stock of Eternal Image, Inc. (Eternal Image), which then became a 100% wholly owned subsidiary of Diamics. In consideration for their shares of Eternal Image, Diamics issued 52,200,000 shares of Diamics common stock to the shareholders of Eternal Image, Inc. An additional 10,500,000 shares of Diamics were retained by seller for services rendered in relation to the transaction. The subsidiary dissolved as a matter of operation of law and, pursuant to the merger transaction, Diamics changed its name to Eternal Image. Unless otherwise indicated, use of the terms in this Prospectus such as “We”, “Us”, “Our” or other similar terms or words refers to the entity that survived the acquisition and is now operating in the funerary products business.
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