SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
AMENDMENT NO. 2
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
Organetix, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-29462 73-1556428
(Commission File Number) (IRS Employer Identification No.)
603 - 7th Avenue S.W., Calgary, Alberta, Canada T2P 2T5
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(Address of Principal Executive Offices)(Zip Code)
(403) 261-8888
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(Registrant's Telephone Number, Including Area Code)
Diamond International Group, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
This Amendment No. 2 to the Form 8-K dated November 7, 2003, as previously filed
with the SEC on December 24, 2004, includes certain financial statements
pursuant to Item 7 of the Form 8-K, commencing on Page F-1.
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"), 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 the Organetix 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 and 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 Diamond 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 Diamond and Brad Clarke was named as
President, Chief Executive Officer and Chief Financial Officer of Diamond.
The Acquisition was approved by the unanimous consent of the Board of Directors
of Diamond 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
Diamond) at November 14, 2003, by (i) each person known by Diamond to be the
beneficial owner of more than five percent (5%) of Diamond's outstanding shares
of Common Stock, (ii) each director of Diamond, (iii) the executive officers of
Diamond, 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
Diamond.
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
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Common Amma Corporation 46,200,000 60.50%
Common Dr. Jose Cabanillas 4,000,000 5.24%
Common L.B. (Brad) Clarke (1) (1)
DIRECTORS AND (1) (1)
OFFICERS AS A
GROUP
(1) Mr. Brad Clarke, the sole Officer and Director of the Company, does not
directly own any shares of Diamond. However, Mr. Clarke is the principal
shareholder of Amma Corporation which owns 46,200,000 shares of Diamond.
The following is a biographical summary of the directors and officers of the
Company:
2
L.B. (BRAD) CLARKE, 48, has been President, Chief Executive Officer, Chief
Financial Officer and Director of Diamond since November 7, 2003. Brad Clarke
has over 28 years of business experience. For twenty-three (23) of these years
he has been providing management consulting in Canada and internationally, in
the United States, Barbados, Peru, China, and India. 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
through both the good and the bad times. 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 of
clients. 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 of operated &
non-operated properties 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). As a consultant, he has developed an
extensive list of contacts through his many years of helping clients with
management of all aspects of their business. 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 head instructor of Qi Gong at the Calgary Qi Gong Centre. One of his key
areas of focus is teaching and informing children through to 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 two Insight Conferences and has chaired one other Insight Conference.
Mr. Clarke is President of a company that established harvesting, manufacturing,
production and packaging of medicinal plant products from remote parts of the
world.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, Diamond 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 Diamond.
Organetix is a biotechnology company that has the exclusive worldwide option to
acquire the formula and license for a proprietary medical discovery relating to
the liver. Organetix is focused on patenting, researching and developing,
producing and selling this proprietary liver product initially as a
nutraceutical and to evaluate the pharmaceutical option later. 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. Thus, this product may
be useful for all liver disorders and might someday eliminate most liver
transplants.
3
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 may directly compete in a billion dollar market that currently
exists in North America and around the world. Significant additional testing is
required. Analog products will also be evaluated.
We have established a pipeline of many plant based medicines through a medical
doctor in Peru. We 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.
Much like insulin being used for diabetes, this proprietary liver product does
not cure Hepatitis C, but has the capability of regenerating the liver at a
cellular level.
The following describes Diamond'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
in further of our goals:
1. A World Wide License with Dr. Jose G. Cabanillas which includes a lump sum
bonus and royalty based on a percentage of gross sales for an initial term
of 40 years with a buyout option.
2. A consulting agreement with Jose G. Cabanillas to manage the manufacturing
of the products and provide research and development on new and existing
products.
3. Canadian Institute for Natural and Integrative Medicine (CINIM), under the
directorship of Dr. Badri Rickhi, for independently evaluating treatments
and assisting on research.
4. 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 Diamond's use of research facilities in the
Dominican Republic, in the Amazon, in Miami and in New York.
5. 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 accordingly.
THE SALES AND MARKETING FOR THE LIVER PRODUCT
Our sales and marketing strategy plans are 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 with allow us to
distribute larger volumes.
4
Because Hepatitis C is experiencing explosive growth, we plan to use the
multi-media already available. There are Hepatitis C patients and web sites and
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 world wide.
We have budgeted for a major advertising and marketing approach but we will
modify this according to the success of the multi-media program.
The database of doctors and patients available today will allow us an
inexpensive way of communicating our message. Also, it is hoped that foundations
around the world will be most interested in providing our product to less
fortunate children and adults who cannot afford to purchase our liver product
directly or through an insurance plan.
Insurance companies may also become interested. By eliminating the symptoms of
Hepatitis C, patients may return to normal lives thus saving insurance companies
significant amounts of money.
PATENT PROTECTION
Patent protection or our product is one of our primary goals. Completion of the
phytochemistry along side of the patent process will offer us accurate and
precise research that will allow us to have multiple levels of patents. This
will protect our shareholders and offer a strong 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 of all products.
The skills, training, expertise and international reputations of the individuals
that provide scientific and medical consulting services are unpeered. We are
confident that the services relating to protocol design, scientific testing,
clinical trial design, and assistance in securing patent protections in the
United States and Canada will be invaluable to the success and credibility of
the products.
RISK FACTORS
LIMITED OPERATING HISTORY: Diamond 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, Diamond 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. Diamond has limited material tangible assets.
To date, Diamond has created little revenues and as a result of the significant
expenditures that Diamond plans to make in sales and marketing, research and
development and general and administrative activities over the near term,
Diamond 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.
5
DEPENDENCE ON KEY MANAGEMENT. Diamond is highly dependent on the services of
Brad Clarke, the sole officer and director of Diamond 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. Diamond 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 Diamond requires financing,
Diamond 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 Diamond on acceptable terms, if at all.
Diamond does not presently have a credit line available with any lending
institution. Any additional equity financing may involve the sale of additional
shares of Diamond's Common Stock or Preferred Stock on terms that have not yet
been established.
RISKS OF RAPID GROWTH. Diamond anticipates a period of rapid growth, which may
place strains upon Diamond's management and operational resources. The Company's
ability to manage growth effectively will require Diamond to integrate
successfully its business and administrative operations into one dynamic
management structure.
POSSIBLE ISSUANCE OF ADDITIONAL SHARES. Diamond 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 Diamond for which
shares have been previously issued. As of November 17, 2003, Diamond will have
authorized, but un-issued, 23,638,986 shares of Common Stock which are available
for future issuance. Diamond 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 Diamond'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 Diamond to date. Diamond does not presently intend to pay
dividends on shares for the foreseeable future, but intends to retain all
earnings, if any, for use in Diamond's business. There can be no assurance that
dividends will ever be paid on the Common Stock of Diamond.
COMPLIANCE WITH GOVERNMENT REGULATION. Diamond 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.
6
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
success and approved by the FDA. While we will focus on patenting, researching
and developing, producing and selling this proprietary liver product here is no
assurance that this product will be successful in treating patients with
Hepatitis C. Limited research shows that this product assist in the regeneration
of liver tissue thus allowing the liver to begin functioning again despite years
of damage from the virus and 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 products 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.
7
SUBSTANTIAL COMPETITION. A number of the Company's competitors have
significantly greater financial, technical, administrative, manufacturing,
marketing and other resources than Diamond. 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 Diamond will be able to compete effectively with current or
future competitors or that the competitive pressures faced by Diamond will 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*
* Filed with Amendment No. 1 to the 8-K filed on December 24, 2003.
8
(b) Pro forma financial information
ORGANETIX, INC.
INTRODUCTION TO CONDENSED CONSOLIDATED PROFORMA
FINANCIAL STATEMENTS
(Unaudited)
The following unaudited proforma financial statements have been prepared based
upon certain proforma adjustments to the historical financial statements of
Organetix, Inc. (the "Company"). These proforma financial statements should be
read in conjunction with the notes thereto and with the Company's historical
financial statements included with its Form 8-K/A report filed on December 24,
2003.
On November 7, 2003 (the "Effective Date"), pursuant to a Share Exchange
Agreement ("Agreement") between Diamond International Group, Inc. ("Diamond"), a
Delaware corporation and Organetix, Inc. ("Organetix"), a Delaware corporation
and all of the shareholders of Organetix, Diamond acquired all of the shares of
Organetix as 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 Diamond which entity filed a Certificate of
Amendment with the State of Delaware changing its name to Organetix, Inc.
The accompanying financial statements have been prepared as if the above
transaction had been consummated as of the date of inception of Organetix, Inc.
(May 28, 2003). This transaction has been reflected as a reverse acquisition
whereby Diamond is the legal acquiror and Organetix is the accounting acquiror.
F-1
ORGANETIX, INC.
CONDENSED CONSOLIDATED PROFORMA BALANCE SHEET
OCTOBER 15, 2003
(Unaudited)
HISTORICAL PROFORMA ADJUSTMENTS
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Diamond
International Consolidated
Organetix, Inc. Group, Inc. Debit Credit Proforma
------------- ------------- ------------ ------------ ------------
- ASSETS -
CURRENT ASSETS:
Cash $ 25,379 $ 188,801 $ 188,801 (b) $ 25,379
Accounts receivable - 1,540,403 1,540,403 (b) -
Prepaid expenses - 380,623 380,623 (b) -
------------- ------------- ------------ ------------
TOTAL CURRENT ASSETS 25,379 2,109,827 25,379
PROPERTY AND EQUIPMENT - NET - 1,467,761 1,467,761 (b) -
OTHER ASSETS 2,040,000 294,702 294,702 (b) 2,040,000
------------- ------------- ------------
$ 2,065,379 $ 3,872,290 $ 2,065,379
============= ============= ============
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Line of credit $ - $ 736,084 $ 736,084 (b) $ -
Loan payable - 116,167 116,167 (b) -
Obligations under capital leases - 98,564 98,564 (b) -
Accounts payable - 193,389 193,389 (b) -
Accrued expenses and taxes - 466,984 466,984 (b) -
Deferred tax liability - 25,621 25,621 (b) -
Due to affiliate 36,559 - 36,559
Due to shareholders 11,208 - 11,208
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TOTAL CURRENT LIABILITIES 47,767 1,636,809 47,767
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LONG-TERM LIABILITIES - 589,279 589,279 (b) -
------------- ------------- ------------
SHAREHOLDERS' EQUITY:
Common stock 16,000 576 3 (c) 6,972
1 (d)
16,000 (f)
Additional paid-in capital 2,256,000 2,024,822 1,946,000 (b) 16,000 (f) 2,265,028
70,437 (c)
7,499 (d)
1,458 (e)
6,400 (f)
Retained earnings (227,288) (301,256) 84,973 (b) 384,771 (b) (227,288)
1,458 (e)
Treasury stock - (7,500) 7,500 (d) -
Subscription receivable (27,100) (70,440) 70,440 (c) (27,100)
-------------- -------------- -------------
2,017,612 1,646,202 2,017,612
------------- ------------- ------------
$ 2,065,379 $ 3,872,290 $ 2,065,379
============= ============= ============
F-2
ORGANETIX, INC.
CONDENSED CONSOLIDATED PROFORMA STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (MAY 28, 2003) TO OCTOBER 15, 2003
(Unaudited)
HISTORICAL PROFORMA ADJUSTMENTS
---------- --------------------
Diamond
International Consolidated
Organetix, Inc. Group, Inc. Debit Credit Proforma
--------------- ----------- ----- ------ --------
REVENUE $ - $ 6,435,819 6,345,819 (b) $ -
COST OF SALES 28,200 4,668,363 4,668,363(b) 28,200
------------- ------------- ------------
GROSS PROFIT (28,200) 1,677,456 (28,200)
GENERAL AND ADMINISTRATIVE EXPENSES 199,088 2,162,686 2,162,686(b) 199,088
------------- ------------- ------------
LOSS FROM OPERATIONS (227,288) (485,230) (227,288)
INTEREST EXPENSE - (78,431) 78,431(b) -
------------- -------------- -----------
LOSS BEFORE PROVISION FOR INCOME TAXES (227,288) (563,661) (227,288)
PROVISION (BENEFIT) FOR INCOME TAXES - (177,116) 177,116(b) -
------------- -------------- -----------
NET LOSS $ (227,288) $ (386,545) $ (227,288)
============== ============== =============
F-3
ORGANETIX, INC.
NOTES TO CONDENSED CONSOLIDATED PROFORMA FINANCIAL STATEMENTS
(Unaudited)
(a) Effective November 7, 2003 (the transaction date), Diamond
International Group, Inc. ("Diamond") acquired all of the outstanding
common stock of Organetix, Inc. For accounting purposes, the
acquisition is being treated as the acquisition of Diamond by
Organetix, with Organetix as the accounting acquiror (reverse
acquisition).
(b) Prior to the transaction date, Diamond spun-off its 100% investment in
H.Y. Applied Inter-data Services, Inc., ("HYAID") and wrote off the
remaining goodwill of $84,973 which was associated with this
subsidiary.
(c) Simultaneously with the above transaction, Diamond cancelled notes
receivable from its shareholders in connection with the purchase of
common stock
(d) Prior to the transaction date, Diamond also cancelled and retired
common shares held in treasury.
(e) This adjustment recapitalizes Diamond and eliminates Diamond's retained
earnings.
(f) Organetix, Inc., an entity formed on May 28, 2003, exchanged all of its
outstanding shares (16,000,000) for 64,000,000 common shares (par value
$.0001) of Diamond. Concurrently, Diamond, the legal acquirer, changed
its name to Organetix, Inc. As a result of the above transactions,
Organetix, Inc, the registrant, has 69,721,014 shares of common stock
outstanding.
F-4
(c) Exhibits
Number Exhibit
- ------ -------
2.1 Share Exchange Agreement dated October 31, 2003 by and among Diamond
International Group, Inc. and Organetix, Inc.*
* filed with the original 8-K filing on November 18, 2003
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.
ORGANETIX, INC.
By: /s/ Brad Clarke
---------------------
Brad Clarke
President
January 21, 2004