SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 18549
SCHEDULE
14C
(Rule
14C-101)
SCHEDULE
14C INFORMATION STATEMENT
Information
Statement Pursuant to Section 14(c) of
the
Securities Exchange Act of 1934
Check
the
appropriate box:
o
Preliminary
Information Statement
o
Confidential, for Use of the Commission
Only (as permitted by Rule 14a-5(d) (1))
x
Definitive Information
Statement
DIAMOND
DISCOVERIES INTERNATIONAL CORP.
(Name
of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x
No fee required
o
Fee computed on table below per Exchange
Act Rules 14c-5(g) and 0-11.
(1)
Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total
fee paid:
o
Fee previously paid with preliminary
materials.
o
Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing
for
which the offsetting fee was paid previously. Identify the previous filing
by
registration statement number, or the form or schedule and the date of its
filing.
(1)
Amount Previously Paid:
(2)
Form,
Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date
Filed:
DIAMOND
DISCOVERIES INTERNATIONAL CORP.
45
Rockefeller Plaza, Suite 2000
New
York,
NY 10111
RE:
Notice
of
Action by Written Consent of Stockholders to be Effective January 7,
2008.
Dear
Stockholder:
We
are
notifying our stockholders of record on September 24, 2007, that the board
of
directors of Diamond Discoveries International Corp., a Delaware corporation
has
approved, and stockholders owning 198,395,122 shares of our common stock
representing 55.4% of our outstanding common stock on September 24, 2007, have
executed a written consent in lieu of an annual meeting approving:
1
.
The
election of two directors to serve on the company’s board of directors for a
one-year term;
2
.
An
amendment to the company’s certificate of incorporation to increase the number
of authorized shares of common stock from 480 Million to 2.5 Billion;
and,
3
.
The
ratification of the appointment of Rodefer Moss & Co PLLC as the company’s
independent auditors for the fiscal year ending December 31, 2007.
Under
the
Delaware General Corporation Law and the company’s bylaws, stockholder action
may be taken by written consent without a meeting of stockholders. The written
consent of the holders of a majority of the company’s outstanding common stock
is sufficient under the Delaware General Corporation Law and the company's
bylaws to approve the actions described above. Accordingly, the actions
described above will not be submitted to the other stockholders of the company
for a vote. This letter is the notice required by Section 228(e) of the Delaware
General Corporation Law.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
An
information statement containing a detailed description of the matters adopted
by written consent in lieu of an annual meeting of stockholders accompanies
this
notice. You are urged to read the information statement in its entirety for
a
description of the actions taken by the holders of a majority of the voting
power of the Company.
The
company will first mail this information statement to stockholders on or about
December 17, 2007.
By
Order
of the Board of Directors
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/s/ Edward
C.
Williams, Secretary
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December
5, 2007
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DIAMOND
DISCOVERIES INTERNATIONAL CORP.
45
Rockefeller Plaza, Suite 2000
New
York, NY 10111
(212)
332-8016
Preliminary
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
We
are
sending you this information statement to inform you of actions taken by the
holders of a majority of our outstanding common stock by written consent in
lieu
of an annual meeting.
What
actions were taken by the written consent in lieu of an annual
meeting
?
The
holders of a majority of our outstanding common stock executed a written
consent:
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1.
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Electing
two directors to serve on our board of directors for a one-year term.
This
action is described beginning on page 2 of this information
statement.
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2.
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Amending
our certificate of incorporation to increase the number of authorized
shares of common stock from 480 million to 2.5 Billion. This action
is
described beginning on page 5 of this information
statement.
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3.
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Ratifying
the appointment of Rodefer Moss & Co PLLC as our independent auditors
for the fiscal year ending December 31, 2007. This action is described
beginning on page 6 of this information
statement.
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How
many shares were voted for the actions?
The
approval and adoption of each of the actions taken by written consent in lieu
of
an annual meeting requires the consent of the holders of a majority of the
shares of our outstanding common stock. 358,216,830 shares of our common stock
were outstanding on September 24, 2007, the record date for written consent
in
lieu of an annual meeting. Each share of our common stock is entitled to one
vote. The holders of 198,395,122 shares of our common stock, representing 55.4%
of the shares of our common stock entitled to vote on the record date, executed
a written consent in lieu of an annual meeting which is effective on January
7,
2008. Under Delaware General Corporation Law and the company’s bylaws,
stockholder action may be taken by written consent without a meeting of
stockholders. The written consent of the holders of a majority of the company’s
outstanding common stock is sufficient under the Delaware General Corporation
Law and the company's bylaws to approve each of the actions described above.
As
a result, all actions described in this information statement will be effected
on January 7, 2008, or as soon thereafter as practicable, without any further
action or vote by stockholders.
Am
I entitled to dissenter's rights?
The
Delaware General Corporation Law does not provide for dissenter's rights for
the
actions described in this information statement.
Action
1 — Election of Directors
The
holders of 198,395,122 shares of our common stock, representing 55.4% of the
shares of our common stock entitled to vote on the record date, executed a
written consent in lieu of an annual meeting which is effective on January
7,
2008, electing two directors to serve on our board of directors. The directors
will serve for a one year term and until their successors are duly elected
and
qualified at the annual meeting of our stockholders to be held in 2008. As
a
result of the written consent in lieu of an annual meeting, the following
persons have been elected to the board of directors effective January 7,
2008:
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Name
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Age
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Company
Position
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Edward
C. Williams
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46
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Chairman/President/CEO/CFO/Secretary/Director
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Antonio
Sciacca
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49
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Director
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Business
Experience.
Edward
C. Williams
Mr. Williams
has been our chief executive officer, secretary, and a director since
March 2004. Mr. Williams served as president and chief executive officer of
Williams Financial Group, Inc., a financial and business consulting firm from
December 1996 to present. From May to December 1999, Mr.
Williams was a director, chief financial officer, treasurer, and assistant
secretary of iCommerce Group, Inc. Mr. Williams was chief financial officer
of
Caribbean Cigar Company from September 1997 to February 1999, interim
president from June 1998 to July 1998, and a Director from
November 1997 to February 1999. Mr. Williams was vice president -
finance of DenAmerica Corp. from April 1996 to July 1996. Mr. Williams
was chief financial officer of American Family Restaurants, Inc. from
February 1993 to March 1996, when American Family Restaurants, Inc.
merged with DenWest Restaurant Corp. From 1987 until January 1993, Mr.
Williams was employed by KPMG, most recently as a senior manager.
Antonio
Sciacca
Mr.
Sciacca has been a director since March 2007. Since 1995 Mr. Sciacca has been
the Director of Programs/Operations of North American Controls Inc a
manufacturing company with facilities for the U.S. defense industry. Mr. Sciacca
currently sits on the board of Immaculate Conception schools in Warren,
Michigan.
General
Information Concerning the Board of Directors
.
Meetings
During
the year ended December 31, 2006, our board of directors held four meetings.
Each member of the board of directors participated in each meeting of the board.
In the interim between annual meetings, the board has the authority under our
bylaws to increase or decrease the size of the board and to fill vacancies
on
the board, for the unexpired term of such vacant position.
Compensation
of Directors
.
All
members of our board of directors are employees of the company, and do not
receive any additional compensation for serving on the board, although the
company may adopt a director compensation policy in the future.
Conflicts
of Interest
Our
management has other financial and business interests to which a significant
amount of time is devoted which may pose conflicts of interest with regard
to
the allocation of their time and efforts. Teodosio Pangia, our former president
and chief executive officer and a former director owns 4,500,000 shares or
1.3%
of our shares of common stock. He is also the sole principal of Epwort Trading,
Ltd., holder of 53,821,763 shares or 15.0% of our common stock and beneficially
owns and/or controls, either directly or indirectly, seven companies, Altea
Investments, Ltd., Gata Investments, Ltd., Baychester
Investments, Ltd., TVP Capital Corp., Bekeman Investments, Ltd.,
Aester Investment Holdings Limited, and S D Investments, Ltd., which in the
aggregate hold 8,243,000 shares or 2.3% of our shares of common stock. There
can
be no assurance that our management will resolve all conflicts of interest
in
favor of the company. Failure of management to conduct the company’s business in
its best interest may result in liability of our management to the
company.
Code
of Ethics
We
have a
code of ethics that applies to members of our board, our officers including
our
president (our principal executive officer), and our chief financial officer
(our principal financial and accounting officer). The code of ethics sets
forth written standards which are designed to deter wrongdoing and to promote
honest and ethical conduct; full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with, or submit to, the
Securities and Exchange Commission and in other public communications made
by
us; compliance with applicable governmental laws, rules, and regulations; prompt
internal reporting of violations of the code of ethics to an appropriate person
or persons identified in the code of ethics; and accountability for adherence
to
the code of ethics. A copy of the code of ethics is attached as an exhibit
to
our annual report on Form 10-KSB for the fiscal year ended December 31, 2003,
filed with the Securities and Exchange Commission on April 14,
2004.
Committees
of the Board
The
board
of directors does not have a standing audit committee, nominating committee,
or
compensation committee and has not adopted a charter for any of such committees.
The board has not established committees, because at the company’s current stage
of development, the board has not felt the need to appoint committees and
because there are no independent directors to appoint to such committees.
Independence
There
are
no “independent directors” as defined in Rule 4200 of the Marketplace Rules of
the National Association of Securities Dealers, Inc. on our board. All of our
directors are employees of the company and are our management team. At such
time
as financial resources are available, the board may seek to recruit one or
more
independent directors.
Selection
of Nominees
The
entire board considers candidates for the board of directors. The board does
not
believe there is any single set of qualities or skills that an individual must
possess to be an effective director or that it is appropriate to establish
any
specific, minimum qualifications for a candidate for election as a director.
Rather, each candidate will be evaluated in light of the strengths of the other
members of the board and the needs of the board and our company at the time
of
the election, and the following criteria:
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Reputation
for integrity.
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Business
expertise and achievements.
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Demonstrated
ability and sound judgment that usually will be based on broad
experience.
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Ability
and willingness to devote the required amount of time to our affairs,
including attendance at board and committee meetings and the annual
stockholders' meeting.
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Temperament
and objectivity.
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Commitment
to our values of building sound, long-term growth for our
stockholders.
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The
board
of directors will also consider candidates for directors nominated by
stockholders.
Stockholder
Recommendations for Nomination as a Director
A
stockholder who wishes to submit a candidate for consideration at the annual
meeting of stockholders to be held in 2008, must notify the secretary of the
company, in writing, no later than December 31, 2007. The written notice must
include information about each proposed nominee, including name, age, business
address, principal occupation, shares beneficially owned, and other information
required to be included in proxy solicitations. A statement from the proposed
candidate must also be furnished, indicating the candidate's desire and ability
to serve as a director. Adherence to these procedures is a prerequisite to
a
stockholder's right to nominate a candidate for director.
Communications
with the Board
Stockholders
and other parties interested in communicating with our board may do so by
writing to the Board of Directors, Diamond Discoveries International Corp.,
45
Rockefeller Plaza, Suite 2000, New York, NY 10111. The chairman of the board
reviews and forwards all such correspondence to the other members of the board.
Directors may at any time review a log of all correspondence received by the
company that is addressed to the board and request copies of any such
correspondence.
Section
16(a) Beneficial Ownership Reporting Compliance.
Section
16(a) of the Securities Exchange Act of 1934 requires directors, executive
officers, and 10% or greater shareholders of the Company to file with the
Securities and Exchange Commission initial reports of ownership (Form 3) and
reports of changes in ownership of equity securities of the company (Form 4
and
Form 5) and to provide copies of these Forms, as filed, to the company. Based
solely on our review of the copies of these forms received by us or
representations from certain reporting persons, we believe that SEC beneficial
ownership reporting requirements for fiscal 2006 were met.
Due
to
the complexity of the reporting rules, we expect to institute procedures to
assist our officers and directors with these obligations.
EXECUTIVE
COMPENSATION
The
table
below shows the annual, long-term and other compensation for services in all
capacities to the company and its subsidiaries paid during the year ended
December 31, 2006, to the chief executive officer and the other four most highly
compensated executive officers of the company during the year ended December
31,
2004 (our “named executive officers”):
Summary
Compensation Table
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Annual
Compensation
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Long
Term Compensation
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Name
and Position
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Year
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Salary
($)
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Bonus
($)
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Other
Annual Compen-sation ($)
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Restricted
Stock Awards ($)
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Securities
Under-lying Options/ SARS (#)
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All
Other Compen-sation ($)
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Edward
C. Williams
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2006
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$
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90,000
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(1)
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During
2006, the salary for Mr. Williams was paid by the issuance of shares
of
common stock in the Company.
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Grants
of Plan Based Awards
There
were no grants under plan based awards during fiscal 2006.
Outstanding
Equity Awards at Fiscal Year-End
There
were no outstanding equity awards as of December 31, 2006 for the CEO.
Long
Term Incentive Plans - Awards in Last Fiscal Year
None.
Employment
Contracts and Termination of Employment, and Change-in-Control
Arrangements.
We
have
not entered into employment agreements with any of our officers or
directors.
Action
2 — Approval of Amendment to Certificate of Incorporation
to
Increase
Number of Authorized Shares of Common Stock
The
holders of 198,395,122 shares of our common stock, representing 55.4% of
the
shares of our common stock entitled to vote on the record date, executed
a
written consent in lieu of an annual meeting which is effective on January
7,
2008, approving an amendment to the Company’s certificate of incorporation to
increase the number of authorized shares of common stock from 480 Million
to 2.5
Billion. The form of the certificate of amendment to the certificate of
incorporation is attached as
Exhibit
A
to this
information statement.
Purpose
of Increase in the Number of Authorized Shares
The
company has only approximately 22,500,000 shares of common stock available
for general corporate purposes. The board of directors does not believe this
is
an adequate number of shares to assure that there will be sufficient shares
available for issuance in connection with possible future financings, possible
future acquisition transactions, possible future awards under employee benefit
plans, stock dividends, stock splits, and other corporate purposes. Therefore,
the board of directors has proposed the increase in authorized shares of
common
stock as a means of providing it with the flexibility to act with respect
to the
issuance of common stock or securities exercisable for, or convertible into,
common stock in circumstances which it believes will advance the interests
of
the company and its stockholders without the delay of seeking an amendment
to
the certificate of incorporation at that time.
The
increase in authorized common stock will not have any immediate effect on
the
rights of existing stockholders. However, under the laws of the State of
Delaware, authorized, unissued, and unreserved, shares may be issued for
such
consideration (not less than par value) and purposes as the board of directors
may determine without further action by the stockholders. The issuance of
such
additional shares may, under certain circumstances, result in the dilution
of
the equity or earnings per share of the existing stockholders.
The
board
of directors has no current specific plans to authorize the issuance of
additional shares of common stock, except in connection with awards under
the
Diamond Discoveries International Corp. 2005 Stock Incentive Plan. In connection
with the company’s overall financing plan, from time to time, the board of
directors has considered the issuance of common stock or securities convertible
into common stock. As a result of stockholder approval of the amendment,
the
board of directors will have more flexibility to pursue opportunities to
engage
in possible future financing transactions involving common stock or securities
convertible into common stock. However, at this time, no decision to proceed
with any such transaction has been made and no determination as to the type
or
amount of securities that might be offered has been made, should a possible
future transaction be pursued.
Certain
Effects of the Amendment
The
increase in authorized shares is not being proposed as a means of preventing
or
dissuading a change in control or a takeover of the company. However, use
of
these shares for such a purpose is possible. Shares of authorized but unissued
or unreserved common stock and preferred stock, for example, could be issued
in
an effort to dilute the stock ownership and voting power of persons seeking
to
obtain control of the company or could be issued to purchasers who would
support
the board of directors in opposing a takeover proposal. In addition, the
increase in authorized shares, if approved, may have the effect of discouraging
a challenge for control or make it less likely that such a challenge, if
attempted, would be successful. The board of directors and executive officers
of
the company have no knowledge of any current effort to obtain control of
the
company or to accumulate large amounts of common stock.
Holders
of common stock are not entitled to preemptive rights with respect to the
issuance of additional shares of common stock or securities convertible into
or
exercisable for common stock. Accordingly, the issuance of additional shares
of
common stock or such other securities might dilute the ownership and voting
rights of stockholders. The proposed amendment to the certificate of
incorporation does not change the terms of the common stock. The additional
shares of common stock for which authorization is sought will have the same
voting rights, the same rights to dividends and distributions, and will be
identical in all other respects to the shares of common stock now authorized.
The
amendment to the certificate of incorporation will become effective on, or
as
soon as practicable after, January 7, 2008.
Financial
Statements and Other Information.
The
information required to be disclosed by Item 13 of Secedule 14A is incorporated
by reference from the company’s annual report on Form 10-KSB filed with SEC on
April 16, 2007.
Action
3 — Ratification of Auditors
The
holders of 198,395,122 shares of our common stock, representing 55.4% of
the
shares of our common stock entitled to vote on the record date, executed
a
written consent in lieu of an annual meeting which is effective on January
7,
2008, ratifying the Board of Directors' engagement of Rodefer Moss & Co PLLC
as the Company’s independent accountants for the fiscal year ending December 31,
2007.
Previous
Audit Fees
During
2006 and 2005, the company incurred the following fees for professional
services
rendered by the principal accountant:
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2006
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2005
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Audit
fees
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$
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32,100
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$
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28,206
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Audit-related
fees
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$
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0
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$
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0
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Tax
fees
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$
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0
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$
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0
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All
other fees
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$
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0
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$
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0
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Preapproval
Policies
The
board
of directors, acting as the audit committee, must pre-approve all audit
and
non-audit services performed by the independent auditor in order to assure
that
the provision of such services does not impair the auditor’s independence. The
board has not designated any exclusions to this general policy or delegated
its
responsibility to any officer or director.
Beneficial
Ownership of Principal Stockholders, Directors, and Management
As
of
September 24, 2007, the company had approximately 358,216,830 shares of common
stock outstanding. The holders of a majority of the outstanding shares of
common
stock have executed a stockholder action by written consent in lieu of an
annual
meeting which is effective on January 7, 2008. As a result, all actions
described in this information statement will be effected on January 7, 2008,
or
as soon thereafter as practicable.
The
following table sets forth the name and address of each officer and director
of
the company and each person who owns beneficially more than five percent
of the
common stock of the company, and the number of shares owned by each such
person
and by all officers and directors as a group.
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Name
and Address of Beneficial Owner(1)
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Amount
and Nature of Ownership
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Approximate
%
of Class(2)
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Edward
C. Williams
Chairman,
President, CEO, Secretary, CFO and Director
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875,000
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*
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Antonio
Sciacca, Director
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14,114,286
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3.9
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Directors
and Officers as a Group
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14,989,286
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4.2
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Teodosio
V. Pangia
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92,386,526
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(3)(4
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)
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24.1
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%
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Epwort
Trading Ltd.(5)
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79,643,526
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(4
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)
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20.7
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%
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*
Less
than 1%
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(1)
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Unless
otherwise indicated, the beneficial owner’s address is the same as the
Company’s principal office.
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(2)
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Percentages
calculated on the basis of the amount of outstanding shares plus,
for each
person, any shares that person has the right to acquire within
60 days pursuant to options or other rights.
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(3)
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Includes
an aggregate of 8,365,000 shares held TVP Capital Corp., Altea
Investments, Ltd., Gata Investments, Ltd., Bekeman
Investments, Ltd., SD Investments, Ltd., Baychester
Investments Ltd., and Aester Investments Holdings Limited, companies
beneficially owned and/or controlled (directly or indirectly)
by
Mr. Pangia, 4,500,000 shares held by Mr. Pangia and 53,821,763 shares
held by Epwort Trading, Ltd., see footnote (7) below.
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(4)
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Includes
25,821,763 shares of common stock that are issuable under
warrants.
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(5)
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Teodosio
V. Pangia is the sole officer, director and shareholder of Epwort
Trading,
Ltd.
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Other
Matters
No
matters other than those discussed in this information statement are contained
in the written consent in lieu of annual meeting signed by the holders of
a
majority of the voting power of the company.
Additional
Information
We
are
subject to the informational requirements of the Securities Exchange Act
of
1934, as amended, and in accordance therewith file annual and quarterly reports
on Form 10-KSB and 10-QSB, proxy and information statements, and other forms
and
reports with the Securities and Exchange Commission. Reports and other
information filed by us can be inspected and copied at the public reference
facilities maintained at the Securities and Exchange Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can
be
obtained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C.
20549, at prescribed rates. The Securities and Exchange Commission also
maintains a web site on the Internet (http://www.sec.gov) where reports,
proxy
and information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission through EDGAR
may be
obtained free of charge.
Interest
of Certain Persons In or In Opposition to Matters To Be Acted
Upon
(a)
No
officer or director of the company has any substantial interest in the matters
to be acted upon, other than his role as an officer or director of the
company.
(b)
No
director of the company opposed the proposed actions taken by the company
set
forth in this information statement.
Proposal
By Security Holders
No
security holder has requested the company to include any proposal in this
information statement.
Expense
of Information Statement
The
expenses of mailing this information statement will be borne by the company,
including expenses in connection with the preparation and mailing of this
information statement and all documents that now accompany or may after
supplement it. It is contemplated that brokerage houses, custodians, nominees,
and fiduciaries will be requested to forward the information statement to
the
beneficial owners of our common stock held of record by such persons and
that
the company will reimburse them for their reasonable expenses incurred in
connection therewith.
Delivery
Of Documents To Security Holders Sharing An Address
Only
one
information statement is being delivered to multiple security holders sharing
an
address unless the company has received contrary instructions from one or
more
of the security holders. The company shall deliver promptly upon written
or oral
request a separate copy of the information statement to a security holder
at a
shared address to which a single copy of the documents was delivered. A security
holder can notify the company that the security holder wishes to receive
a
separate copy of the information statement by sending a written request to
the
company below; or by calling the company at the number below and requesting
a
copy of the information statement. A security holder may utilize the same
address and telephone number to request either separate copies or a single
copy
for a single address for all future information statements and annual
reports.
Company
Contact Information
All
inquires regarding our company should be addressed to our company's principal
executive office:
Diamond
Discoveries International Corp.
45
Rockefeller Plaza, Suite 2000
New
York,
NY 10111
Attention:
Corporate Secretary
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BY
ORDER
OF THE BOARD OF DIRECTORS
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/s/ Edward
C.
Williams
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Edward
C. Williams, Secretary
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EXHIBIT
A
Form
of Amendment to the Certificate of Incorporation
CERTIFICATE
OF AMENDMENT
TO
THE
Certificate
OF INCORPORATION OF
Diamond
Discoveries International Corp.
Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, the
undersigned corporation adopts the following Certificate of Amendment to its
Certificate of Incorporation:
FIRST:
The
name
of the corporation is Diamond Discoveries International Corp.
SECOND:
The
following amendment to the Certificate of Incorporation was adopted on the
7
th
day of
January 2008, by unanimous written consent of the Board of Directors of the
corporation:
RESOLVED,
that the Certificate of Incorporation of Diamond Discoveries International
Corp.
be amended by replacing the Fourth Article in its entirety so that, as amended,
said Article shall be and read as follows:
FOURTH:
The aggregate number of shares which this Corporation shall have the authority
to issue is Two Billion Five Hundred Twenty Million (2,520,000,000) shares,
as
follows:
(
a
)
Common
Stock. Of the total authorized capital stock, the Corporation shall have the
authority to issue Two Billion Five Hundred Million (2,500,000,000) shares,
par
value $.001, which shares shall be designated "Common Stock." Each share of
Common Stock shall be identical in all respects and for all purposes and
entitled to: one vote in all proceedings in which action may or is required
to
be taken by stockholders of the Corporation; participate equally in all
dividends payable with respect to Common Stock, subject to any dividend
preferences in favor of Preferred Stock, as, if, and when declared by the Board
of Directors of the Corporation; and share ratably in all distributions of
assets of the Corporation in the event of any voluntary or involuntary
liquidation, or winding up of the affairs of the Corporation, subject to any
liquidation preferences in favor of Preferred Stock.
(
b
)
Preferred
Stock. Of the total authorized capital stock, the corporation shall have the
authority to issue Twenty Million (20,000,000) shares, par value $.001, which
shares shall be designated "Preferred Stock."
A.
Shares
of Preferred Stock may be issued from time to time in one or more series, each
such series to have distinctive serial designations, as shall hereafter be
determined in the resolution or resolutions providing for the issuance of such
Preferred Stock from time to time adopted by the Board of Directors pursuant
to
authority so to do which is hereby vested in the Board of Directors, which
resolutions shall be filed with the Secretary of State of the State of Delaware
as required by law.
B.
Each
series of Preferred Stock
(
i
)
may
have
such number of shares;
(
ii
)
may
have
such voting powers, full or limited, or may be without voting
powers;
(
iii
)
may
be
subject to redemption at such time or times and at such prices;
(
iv
)
may
be
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rate or rates, on such conditions, from such date or dates, and at such
times, and payable in preference to, or in such relation to the dividends
payable on any other class or classes or series of stock;
(
v
)
may
have
such rights upon the dissolution of, or upon any distribution of the assets
of
the Corporation;
(
vi
)
may
be
convertible into, or exchangeable for, shares of any other class or classes
or
of any other series of the same or any other class or classes of stock of the
Corporation at such price or prices or at such rates of exchange, and with
such
adjustments;
(
vii
)
may
be
entitled to the benefit of a sinking fund or purchase fund to be applied to
the
purchase or redemption of shares of such series in such amount or
amounts;
(
viii
)
may
be
entitled to the benefit of conditions and restrictions upon the creation of
indebtedness of this Corporation or any subsidiary, upon the issuance of any
additional stock (including additional shares of such series or of any other
series), and upon the payment of dividends or the making of other distributions
on, and the purchase redemption or other acquisition by this Corporation or
any
subsidiary of any outstanding stock of this Corporation; and
(
ix
)
may
have
such other relative, participating, optional or other rights, qualifications,
limitations or restrictions, all as shall be stated in said resolution or
resolutions providing for the issuance of such Preferred Stock. Except where
otherwise set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of any series of Preferred Stock, the
number of shares comprising such series may be increased or decreased (but
not
below the number of shares then outstanding) from time to time by like action
of
the Board of Directors.
C.
Shares
of any series of Preferred Stock which have been redeemed (whether through
the
operation of a sinking fund or otherwise) or purchased by the Corporation,
or
which, if convertible or exchangeable, have been converted into or exchanged
for
shares of stock of any other class or classes shall have the status of
authorized and unissued shares of Preferred Stock and may be reissued as a
part
of the series of which they were, subject to the conditions or restriction
on
issuance set forth in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of any series of Preferred stock and
subject to any filing required by law.
No
holder
of any of the shares of the stock of the corporation, whether now or hereafter
authorized and issued shall be entitled as of right to purchase or subscribe
for
unissued stock of any class, or any additional shares of any class to be issued
by reason of any increase of the authorized capital stock of any class of the
corporation, or bonds, certificates of indebtedness, debentures, or other
securities convertible into stock of any class of the corporation, or carrying
any right to purchase stock of any class of the corporation, but any such
unissued stock or any such additional authorized issue of any stock or of other
securities convertible into stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms, corporations,
or
associations, and upon such terms, as may be deemed advisable by the Board
of
Directors in the exercise of its discretion.
THIRD:
That
in
lieu of a meeting and vote of stockholders, stockholders holding a majority
of
the outstanding common stock have executed a written consent to said amendment
in accordance with the provisions of Section 228 of the General Corporation
Law
of the State of Delaware.
FOURTH:
That
the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
IN
WITNESS WHEREOF
,
the
Corporation has caused this Certificate of Amendment to be signed by its duly
authorized officers, this 7
th
day of
January, 2007.
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DIAMOND
DISCOVERIES INTERNATIONAL CORP.
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By:
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/s/
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Edward
C. Williams, Chief Executive Officer
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By:
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Antonio
Sciacca, Director
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