SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest reported): November 7, 2003
Diamond International Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-29462 73-1556428
(Commission File Number) (IRS Employer Identification No.)
405 Park Avenue, 15th Floor, New York, New York 10022
(Address of Principal Executive Offices)(Zip Code)
(403) 261-8888
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 7, 2003 (the "Effective Date"), pursuant to a Share Exchange
Agreement between Diamond International Group, Inc. ("Diamond" or the
"Company"), a Delaware corporation and Organetix, Inc. ("Organetix"), a Delaware
corporation and all of the shareholders of Organetix ("Agreement"), Diamond
acquired all of the shares of Organetix from Organetix in consideration for the
issuance of 64,000,000 restricted shares of Diamond to the Organetix
shareholders. Pursuant to the Agreement, Organetix became a wholly owned
subsidiary of the Company has filed a Certificate of Amendment with the State of
Delaware changing its name to Organetix, Inc.
Pursuant to the terms of the Agreement, Sylvio Martini resigned as the sole
director of the Company and L.B. (Brad) Clarke was appointed to the Board of
Directors. In addition, Sylvio Martini resigned as President, Chief Executive
Officer and Chief Financial Officer of the Company and Brad Clarke was named as
President, Chief Executive Officer and Chief Financial Officer of the Company.
The Acquisition was approved by the unanimous consent of the Board of Directors
of the Company and by unanimous consent of the Board of Directors of Organetix
on October 31, 2003.
The following table sets forth information regarding the beneficial ownership of
the shares of the Common Stock (the only class of shares previously issued by
the Company) on November 14, 2003, by (i) each person known by the Company to be
the beneficial owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, (ii) each director of the Company, (iii) the executive
officers of the Company, and (iv) by all directors and executive officers of the
Company as a group, prior to and upon completion of this Offering. Each person
named in the table, has sole voting and investment power with respect to all
shares shown as beneficially owned by such person and can be contacted at the
address of the Company.
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
- --------------------------------------------------------------------------------
Common Amma Corporation 46,200,000 60.50%
Common Dr. Jose Cabanillas 4,000,000 5.61%
Common L.B. (Brad) Clarke (1) (1)
DIRECTORS AND (1) (1)
OFFICERS AS A
GROUP
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(1) Mr. Brad Clarke, the sole Officer and Director of the Company, does not
directly own any shares of the Company. However, Mr. Clarke is the principal
shareholder of Amma Corporation which owns 46,200,000 shares of the Company and
Mr. Clarke is also the principal shareholder of Lennox Resources Ltd. which owns
280,000 shares of the Company.
The following is a biographical summary of the directors and officers of the
Company:
L.B. (BRAD) CLARKE, 48, has been President, Chief Executive Officer, Chief
Financial Officer and Director of the Company since November 7, 2003. Brad
Clarke has over 28 years of business experience. For 23 of these years he has
been providing management consulting internationally. His experience ranges from
being on project management teams of mega projects to being the president of a
successful accounting and management consulting practice.
Mr. Clarke has assisted numerous firms and individuals in managing their
affairs. His domestic and international experience, industry contacts, finance,
negotiating and management skills have been proven by meeting and accomplishing
the short and long-term goals. Mr. Clarke specializes in project management;
accounting; joint venture and internal auditing; personnel; production, revenue,
and royalty consulting; software systems; management consulting; joint venture
management and project construction.
Some major clients include Marathon Canada Limited, Conoco Canada Resources
Limited, Total Petroleum Canada Ltd., Goldman Sachs (J. Aron Resources Ltd.),
Signalta Resources Ltd., Shell Canada Ltd., Harvard International Group, and
Esso Resources Canada Ltd. (Exxon). His experience in making appropriate
recommendations and decisions is demonstrated through the success of his
consulting practice.
Mr. Clarke has also been directly involved in the complementary and integrated
medicine industry for the past 11 years. He is a devoted student of Qi Gong,
Traditional Chinese Medicine and herbology. He is also currently the Director
and an instructor of Qi Gong at the Calgary Qi Gong Centre. One of his key areas
of focus is teaching and informing children through the elderly of simple self
help, preventative medicine practices and therapies that can significantly
reduce anger, negative stress and improve their immune system and foster
happiness.
Mr. Clarke also teaches Joint Venture Agreements, Accounting and Auditing
courses that he authored and which are sponsored by the PJVA and CAPPA through
SAIT, Mount Royal College and private seminars. He was a director and treasurer
of the Petroleum Joint Venture Association (PJVA) for three years. He has spoken
at Insight Conferences and has chaired one Insight Conference.
Mr. Clarke is President of a company that established harvesting, manufacturing,
production and packaging of medicinal plant products internationally.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, the Company acquired one hundred percent (100%) of
the issued and outstanding shares of common stock of Organetix for 64,000,000
shares of common stock of the Company. Pursuant to the Agreement, Organetix
became a wholly owned subsidiary of the Company.
Organetix is a biotechnology company that has the exclusive worldwide license
for the formula of a proprietary medical discovery relating to the liver.
Organetix will patent, research, develop, produce and sell this proprietary
liver product initially as a nutraceutical. This liver product has been used
specifically to treat patients with Hepatitis C. Limited research shows it is
regenerating liver tissue thus allowing the liver to begin functioning again
despite years of damage from the virus. Therefore, this product may be useful
for treating all liver disorders including cirrhosis and may someday eliminate
most liver transplants. Much like insulin being used for diabetes, this
proprietary liver product does not cure Hepatitis C but has the capability of
regenerating the liver.
Management, together with research and medical advisors are reporting that the
formula, in the limited tests conducted to date eliminates most of the symptoms
of Hepatitis C quickly and effectively without any known side effects. The liver
product will directly compete in a billion dollar market that currently exists
around the world. Additional testing will be ongoing. Analog products will also
be evaluated.
Organetix will specialize in researching, developing and patenting bioactive
compounds and their unique formulas and processes from plants having a unique
history of medicinal use. We feel that Nutraceuticals and Bioceuticals are the
foundations for the new and exciting drugs to be discovered in the 21st Century.
The following describes the Company's immediate priorities:
1. Register patents and research synthesis of the existing nutraceuticals and
bioceuticals from the licensed liver product;
2. Develop new nutraceuticals and bioceuticals from the licensed liver product;
3. Sub-license, market and distribute the licensed liver products with
strategic partners.
ALLIANCES & COLLABORATIONS
The following sets forth alliances and collaborations which we have established
to further our goals:
1. Dr. Eloy Rodriguez of Cornell University and the University of Miami will
assist in the research and phytochemistry of the liver product. Further
collaboration could result in the Company's use of research facilities in
the Dominican Republic, the Amazon, Miami and in New York.
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2. Dr. Brad Thompson, President and Dr. Matt Coffey, Vice President of
Oncolytics Biotech Inc. (a publicly held Canadian company), both PhD' s,
have agreed to assist with the research and patent process and all
subsequent drug and/or nutraceutical registration steps.
3. Organetix, Inc. has also had discussions relating to future clinical testing
with Dr. Erminia M. Guarneri, F.A.C.C., Medical Director of Scripps Center
for Integrative Medicine in La Jolla California.
4. Dr. Howard Rosenfeld who presently has an active Internal Medicine private
practice in New York has agreed to join Organetix, Inc. as a Medical
Advisor. Over the past ten years he has been a consultant and advisor to
numerous private and public companies. Dr. Rosenfeld has a post-doctorate
degree from Columbia University. He has been a Clinical Instructor at
Methodist Hospital, an affiliate of Mt. Sinai Hospital, New York. Over the
past fifteen years, Dr. Rosenfeld has been treating patients suffering from
Hepatitis C and other liver ailments.
THE SALES AND MARKETING FOR THE LIVER PRODUCT
Our sales and marketing strategy is to immediately start selling the Liver
Product as soon as the patents are filed. We plan to be selling within 12 months
or sooner. Strategic alliances and sub-licensing will allow us to distribute
larger volumes.
Because Hepatitis C is experiencing epidemic proportions, we plan to use the
multi-media already available. There are Hepatitis C patients, web sites,
organizations and liver specialists all over the world very well connected by
e-mail and newsletters. The news media will also be used to expand the
information knowledge base of our products. Word of mouth alone will be powerful
and worldwide.
The database of doctors and patients available today will allow us an
inexpensive way of communicating our solution. Foundations around the world may
be interested in providing our product to less fortunate children and adults who
cannot afford to purchase our liver product.
PATENT PROTECTION
Patent protection will make our product proprietary and will protect our
shareholders, offering a secure position for sub-licensing and selling around
the world. Management is currently engaged in discussions with research
professionals for purposes of providing scientific DNA fingerprinting, active
ingredient identification, HPLC testing and patent protection.
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RISK FACTORS
LIMITED OPERATING HISTORY. The Company has a limited operating history and the
Company's prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in early stages of development.
Such risks include, but are not limited to, an evolving and unproven business
model and the management of growth. To address these risks, the Company must,
among other things, significantly increase its customer base, implement and
successfully execute its business and marketing strategy, respond to competitive
developments, and attract, retain and motivate qualified personnel. There is no
assurance that the Company's business strategy will be successful, or that
additional capital will not be required to continue business operations. The
Company is in the process of restructuring and therefore is essentially in the
early stages of its development. The Company has limited material tangible
assets. To date, the Company has no revenues and as a result of the significant
expenditures that the Company plans to make in sales and marketing, research and
development and general and administrative activities over the near term, the
Company expects that it will continue to incur significant operating losses and
negative cash flows from operations on both a quarterly and annual basis for the
foreseeable future. For these and other reasons, there can be no assurance that
the Company will ever achieve or be able to sustain profitability.
DEPENDENCE ON KEY MANAGEMENT. The Company is highly dependent on the services of
Brad Clarke, the sole officer and director of the Company as well as Dr. Jose
Cabanillas. The loss of the services of these individuals could have a
materially adverse impact on the Company. The Company does not currently
maintain any key-man life insurance policy with respect to these key management
personnel.
LIMITED FINANCIAL RESOURCES. The Company has limited financial resources, has no
source of operating cash flow and has no assurance that additional funding will
be available to it for further development of its product or to fulfil its
obligations under any applicable agreements. If the Company's product is
successful, additional funds will be required for the development and marketing
of the product. The only source of future funds presently available to the
Company is through the sale of equity capital.
POSSIBLE DIFFICULTY IN RAISING ADDITIONAL EQUITY CAPITAL. There is no assurance
that the Company will be able to raise equity capital in an amount which is
sufficient to continue operations. In the event the Company requires financing,
the Company will seek such financing through bank borrowing, debt or equity
financing, corporate partnerships or otherwise. There can be no assurance that
such financing will be available to the Company on acceptable terms, if at all.
The Company does not presently have a credit line available with any lending
institution. Any additional equity financing may involve the sale of additional
shares of the Company's Common Stock or Preferred Stock on terms that have not
yet been established.
RISKS OF RAPID GROWTH. The Company anticipates a period of rapid growth, which
may place strains upon the Company's management and operational resources. The
Company's ability to manage growth effectively will require the Company to
integrate successfully its business and administrative operations into one
dynamic management structure.
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POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Company has authorized 100,000,000
shares of Common Stock. The Company presently has issued and outstanding
76,361,014 shares of Common Stock, the only class of stock of the Company for
which shares have been previously issued. As of November 17, 2003, the Company
will have authorized, but un-issued, 23,638,986 shares of Common Stock which are
available for future issuance. The Company may issue shares of Common Stock
beyond those already issued for cash, services, or as further employee
incentives. To the extent that additional shares of Common Stock or Preferred
Stock are issued, the percentage of the Company's issued and outstanding shares
of stock shall be increased and the issuance may cause dilution in the book
value per share.
DIVIDENDS NOT LIKELY. No dividends on the Company's Common Stock have been
declared or paid by the Company to date. The Company does not presently intend
to pay dividends on shares for the foreseeable future, but intends to retain all
earnings, if any, for use in the Company's business. There can be no assurance
that dividends will ever be paid on the Common Stock of the Company.
COMPLIANCE WITH GOVERNMENT REGULATION. The Company will be required to comply
with all regulations, rules and directives of governmental authorities and
agencies applicable to medical industry in the United States generally. There
can be no assurance that such approvals will be obtained. The cost and delay
involved in attempting to obtain such approvals cannot be known in advance.
The FDA and comparable regulatory authorities in foreign countries extensively
and rigorously regulate our products, product development activities and
manufacturing processes. In the U.S., the FDA regulates the introduction of
medical devices as well as the manufacturing, labeling and record-keeping
procedures for such products. We are required to:
o obtain clearance before we can market and sell our product;
o satisfy content requirements applicable to our labeling, sales and
promotional materials;
o comply with manufacturing and reporting requirements; and
o undergo rigorous inspections.
In the event that we need to obtain marketing clearance from the FDA, it may be
costly and time consuming. We cannot assure you that our future products will
obtain FDA clearance on a timely basis, or at all. Our product must also comply
with laws and regulations in foreign countries in which we market such products.
In general, the extent and complexity of medical regulation is increasing
worldwide. This trend may continue, and the cost and time required to obtain
marketing clearance in any given country may increase as a result. We cannot
assure you that our products will obtain any necessary foreign clearances on a
timely basis, or at all.
SUCCESS OF OUR PRODUCT. We cannot assure you that our product will be proven
successful and approved by the FDA. While we will focus on patenting,
researching and developing, producing and selling this proprietary Liver
Product, there is no assurance that this product will be successful in treating
patients with Hepatitis C. Limited research shows that this product assists in
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the regeneration of liver tissue thus allowing the liver to begin functioning
again despite years of damage from the virus. Management, together with research
and medical advisors are reporting that our formula, in the limited tests
conducted to date, eliminates most of the symptoms of Hepatitis C quickly and
effectively without any known side effects. However, to date, extensive testing
on this product has not been completed and therefore we are not sure if this
product will be proven successful. We will need to fund multiple research
studies throughout the lifecycle of our product to provide statistically
significant scientific data to regulatory agencies.
The FDA and foreign regulatory agencies will require scientific clinical
outcomes data and cost effectiveness data. We will need to provide this data
throughout our products' lifecycles. Governmental agencies may change the
frequency and breadth of clinical research required, potentially significantly
increasing our costs. We cannot assure you that our outcomes data will be
adequate to meet FDA requirements. If our outcomes data does not meet such
requirements, we may be unable to sell our product.
INTELLECTUAL PROPERTY PROTECTION. We will depend on our intellectual property
and any failure to protect that intellectual property could adversely affect our
ability to meet future expectations. Failure to protect our existing
intellectual property rights may result in the loss of our exclusivity and thus
could reduce our sales potential. We will rely on patent and trademark law to
protect our intellectual property but we may be forced to rely upon common-law
protection with respect to our trade secrets and other proprietary matters. To
date we have not applied for a patent for our product. In the absence of patent
protection, we may be vulnerable to competitors who attempt to copy our products
or methods. Consequently, it may be extremely difficult for us to enforce our
proprietary rights and thereby prevent competitors from selling or otherwise
infringing on our products. Outside the U.S., Canada, and Mexico, effective
patent and trademark protection may not be applied for or may be limited or
costly. We believe that we have obtained all rights necessary to patent our
product without infringement on rights or patents. We will seek to achieve
profitability through aggressive promotion and marketing of our patents and by
developing customer relationships, which could provide a contractual basis for
profits irrespective of proprietary infringements.
SUBSTANTIAL COMPETITION. A number of the Company's competitors have
significantly greater financial, technical, administrative, manufacturing,
marketing and other resources than the Company. These competitors may be able to
respond more quickly to new or changing opportunities and technologies than we
can. Moreover, current and potential competitors have established or may
establish cooperative relationships among themselves or with third parties or
may consolidate to enhance their services and products. We expect that new
competitors or alliances among competitors will emerge and may acquire
significant market share.
Company must overcome significant barriers to enter into this business as a
result of its limited operating history and financial resources. Many of its
competitors have substantially greater financial, technical, managerial and
marketing resources, longer operating histories and name recognition. Such
competitors may be able to devote more resources than us. There can be no
assurance that the Company will be able to compete effectively with current or
future competitors or that the competitive pressures faced by the Company will
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not have a material adverse effect on the Company's business, financial
condition and operating results.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired
Financial statements of the Company will be filed by an amendment to this Report
within 60 days after this Report must be filed.
(b) Pro forma financial information
Pro forma financial information will be furnished with the aforementioned
amendment.
(c) Exhibits
Number Exhibit
2.1 Share Exchange Agreement dated October 31, 2003 by and among Diamond
International Group, Inc. and Organetix, Inc.
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 INTERNATIONAL GROUP, INC.
By: /s/ Brad Clarke
-----------------------------
Brad Clarke
President
November 18, 2003
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