DIAMOND INTERNATIONAL GROUP, INC.
405 Park Avenue
New York, New York 10022
(212) 888-6680
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INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 PROMULGATED THEREUNDER
--------------------------------
GENERAL
NO VOTE OR OTHER ACTION IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
This Information Statement is being mailed commencing on or about November 13,
2003, by Diamond International Group, Inc. (the "Company") to holders of record
of the Company's common stock, $0.001 par value per share (the "Common Stock"),
in accordance with the requirements of Section 14(f) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Securities and Exchange
Commission Rule 14f-1. This Information Statement is being sent as notice of a
proposed change in the majority of the directors of the Company's Board of
Directors (the "Board"). This Information Statement is being provided for
information purposes only. The Company is not soliciting proxies in connection
with the matters described in this Information Statement and no vote or other
action is required to be taken by the Company's shareholders.
CHANGE IN CONTROL TRANSACTION
On October 31, 2003, the Company executed a share exchange agreement (the
"Exchange Agreement") by and among the Company and all of the shareholders of
Organetix, Inc., a Delaware corporation ("Organetix"). Under the terms of the
Exchange Agreement the shareholders of Organetix agreed to transfer all of the
issued and outstanding shares of common stock of Organetix to the Company in
exchange for an aggregrate of 64,000,000 restricted shares of common stock of
the Company (the "Exchange Transaction"). Under the terms of the Exchange
Agreement the Company has agreed to appoint one Organetix designee to the Board
of Directors of the Company and to cause the resignation of the current director
of the company.
Pursuant to the Exchange Agreement, Organetix will contribute its business
operations to the Company in exchange for 90% of the outstanding common stock of
the Company. 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 The Company is currently a development stage
company with no revenues.
VOTING SECURITIES OF THE COMPANY
As of October 31, 2003 the Company's voting securities consisted of 7,472,056
issued and outstanding share of Common Stock. $0.001 par value. Holders of the
Common Stock are entitled to one vote per share on all matters to be voted on by
the shareholders of the Company. The holders of common stock are not entitled to
cumulative voting rights with respect to the election of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of the
Common Stock as of October 31, 2003, with respect to: (1) each person known by
the Company to beneficially own 5% or more of the outstanding shares of Common
Stock, (2) each of the Company's directors, (3) each of the Company's Executive
Officers and (4) all directors and officers as a group. Except as noted, each
person set forth below has sole voting and investment control over the shares
reported.
Name Number of Total Shares % of Shareholder
- ---- ---------------------- ----------------
Sylvio Martini 4,442,481 59.45%
1300 Collins Avenue
Suite 504
Miami Beach, Florida 33139
All Directors & Officers 4,442,481 59.45%
as a group
DIRECTORS AND EXECUTIVE OFFICERS
CURRENT DIRECTOR
The director and officer of the Company, as of October 31, 2003, is listed
below. The directors hold office for their respective term and until their
successors are duly elected and qualified. Vacancies in the existing Board are
filled by a majority vote of the remaining directors. The officers serve at the
will of the Board of Directors.
Name Age Positions and Offices Held
- ---- --- --------------------------
Sylvio Martini 28 President, CEO, CFO
and Director
Sylvio Martini has been the President, Chief Executive Officer, Chief Financial
Officer and Director of the Company since October 22, 2003. Prior to such time
he was employed by Startcall.com, Inc. where he was is in charge of the Internet
application development, web design, and programming for the company. M r
Martini has over 5 years experience in the Internet consulting industry and
development of e-commerce Web sites. He was employed with Quad International,
Inc. February 1997, - December 1999. His responsibilities were web design,
project coordinator, and marketing of online store . Responsible for maintenance
and upgrades of a membership website with over 15,000 members. He received his
Bachelor of Computer Science from the University of Sao Paulo in Brazil.
DIRECTOR TERMS OF OFFICE
In accordance with the terms of the Company's certificate of incorporation, the
directors hold office for the term for which they are elected and until their
successors are duly elected and qualified. Vacancies in the existing Board are
filled by a majority vote of the remaining directors. The officers serve at the
will of the Board of Directors.
DIRECTOR COMPENSATION
The Company's sole officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with the
Company. No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
MEETINGS AND COMMITTEES OF THE BOARD
The Board held no meetings during the Company's fiscal year ended December 31,
2002 ("Fiscal Year 2002").
DESIGNEES TO SERVE ON THE BOARD
Pursuant to the terms of the Exchange Agreement, the individual listed below has
been designated to serve on the board of the Company following the Exchange
Transaction, by virtue of having been designated by Organetix (the "Designee").
Set forth below is certain information with respect to the Designee based on
information supplied to the Company by the Designee, including their names,
principal occupations for the past five years, and their directorships with
other corporations. The Company assumes no responsibility for the accuracy or
completeness of such information.
L.B. (BRAD CLARKE)
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 Oil Company, Conoco Oil Corporation, Total
Petroleum Ltd., Goldman Sachs (J. Aron Resources Ltd.), Signalta Resources Ltd.,
Shell Canada, Harvard International Group, and Imperial Oil 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.
CURRENT EXECUTIVE OFFICER
The following information sets forth the age, business experience and certain
other information for each of the current executive
officers of the Company:
Name Age Position
Sylvio Martini 28 President, CEO, CFO
and Director
Sylvio Martini has been the President, Chief Executive Officer, Chief Financial
Officer and Director of the Company since October 22, 2003. Prior to such time
he was employed by Startcall.com, Inc. where he was is in charge of the Internet
application development, web design, and programming for the company. M r
Martini has over 5 years experience in the Internet consulting industry and
development of e-commerce Web sites. He was employed with Quad International,
Inc. February 1997, - December 1999. His responsibilities were web design,
project coordinator, and marketing of online store . Responsible for maintenance
and upgrades of a membership website with over 15,000 members. He received his
Bachelor of Computer Science from the University of Sao Paulo in Brazil.
DESIGNEES TO SERVE AS OFFICERS
Pursuant to the terms of the Exchange Agreement, the individual listed below has
been designated to serve as the President, Chief Executive Officer and Chief
Financial Officer of the Company following the Exchange Transaction, by virtue
of having been designated by Organetix (the "Officer Designees"). Set forth
below is certain information with respect to the Officer Designees based on
information supplied to the Company by the Officer Designees. The Company
assumes no responsibility for the accuracy or completeness of such information.
Name Age Position
LB (Brad) Clarke 48 President, Chief Executive Officer
and Chief Financial Officer
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 Oil Company, Conoco Oil Corporation, Total
Petroleum Ltd., Goldman Sachs (J. Aron Resources Ltd.), Signalta Resources Ltd.,
Shell Canada, Harvard International Group, and Imperial Oil 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.
EXECUTIVE COMPENSATION
The Company's sole officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with the
Company. No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees. Following the Exchange Transaction directors of the
Company will not be entitled to any compensation.
Employment Agreements
The Company currently has no employees and no employment agreements.
Stock Option Plans
The Company currently has no stock option plan.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
None.
LEGAL PROCEEDINGS
No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than
ten-percent shareholders are required to furnish the Company with copies of
Section 16(a) forms they file.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto duly authorized.
DIAMOND INTERNATIONAL GROUP, INC.
By: /s/ Sylvio Martini
---------------------------------
Sylvio Martini