Seafarer Exploration Corp – ‘SC 14F1’ on 11/12/03 re: Seafarer Exploration Corp

On:  Wednesday, 11/12/03, at 4:01pm ET   ·   Accession #:  1213900-3-252   ·   File #:  5-59223

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Information Statement                                  7     25K 

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 DIAMOND INTERNATIONAL GROUP, INC.
 405 Park Avenue
New York, New York 10022
(212) 888-6680

--------------------------------

 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.                                                       

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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.                                                                       

                                                                [Download Table]


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                                                                      

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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").                                                      

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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.        

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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.                                                                       

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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.            

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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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14F1’ Filing		Date		First		Last			Other Filings
		11/13/03		1
Filed on:		11/12/03
		10/31/03		1		3
		10/22/03		3		5
		12/31/02		3					10KSB,  5
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