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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934,
for the fiscal year ended December 31, 2000.

                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (Name of Small Business Issuer)

             State or Other Jurisdiction of Incorporation: Delaware

                   IRS Employer Identification No.: 06-1579927


119 west 23rd Street, Suite 508, New York, New York                     10011
(Address of Principal Executive Offices)                             (Zip Code)

                                 (212) 741-8934
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                                                 Name of Each Exchange
            Title of Each Class                  on Which Registered
            -------------------                  ---------------------
                Common Stock,                            None
                par value $.001


13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No.

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year were: $0.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold is N/A as the securities are not publicly traded.

The number of shares outstanding of Registrant's common stock, as of
March 28, 2001, is 17,000,000.


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                                     PART I

Item 1. Description of Business

General Development of Business

     The Company was incorporated on April 24, 2000. It is engaged in the
business of diamond exploration in Canada. Other than contracting with a third
party to conduct exploration and gather data on its behalf, the Company has
conducted no operations to date and does not expect to receive any revenues for
at least two years. During these two years the Company plans to concentrate its
efforts on exploration and data gathering. Because the Company is an exploration
stage company, there is no assurance that a commercially viable mineral deposit
exists on any of its properties. Further exploration will be required before the
economic and legal feasibility of developing the properties can be determined.

     The Company signed an Acquisition Agreement on September 12, 2000 (the
"Acquisition Agreement") with Messrs. Peter Ferderber and Stanley G. Hawkins and
Tandem Resources Ltd., a Canadian mineral exploration company of which Mr.
Hawkins is the President, to acquire certain mineral exploration permits
covering property in the Torngat fields on the east coast of Ungava Bay in
Northern Quebec, Canada, which the Company believes contains kimberlite, an
igneous rock that occasionally contains tiny to extremely tiny diamonds, and on
very rare occasions contains industrial or gem quality diamonds. The Company
recently discovered micro diamonds in samples taken from one of the properties
and has contracted with Prospecting Geophysics Ltd. to conduct surveys and
exploration on this property.

Description of Business

     The Company is engaged in the exploration of properties with mineral
resources whose initial focus will be in the Torngat fields in Quebec, Canada.
The Company has acquired certain exploration permits covering properties in that
area.

     The Company entered into the Acquisition Agreement to purchase from Messrs.
Peter Ferderber and Stanley G. Hawkins mineral exploration permits covering
469.05 square kilometers in northwest Quebec, Canada, on the eastern shore of
Ungava Bay. The Company believes, based upon an analysis of and samples taken
from the properties, that the properties contain kimberlite. The Company has
obtained a Progress Report, dated August 29, 2000 by Prospecting Geophysics
Ltd., Ontario, Canada, which supports these beliefs. Mr. Ferderber is the
President of Prospecting Geophysics Ltd.


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Acquisition Agreement

     As consideration for the acquisition of these permits, the Company has
issued 1,000,000 shares of its common stock to each of Messrs. Ferderber and
Hawkins and has paid $35,000 Canadian to Mr. Hawkins and $25,000 Canadian to Mr.
Ferderber. The total consideration had a fair value in U.S. Dollars of $90,540.

     Tandem Resources Ltd., a Canadian domiciled company listed on the Montreal
stock exchange (TDM-ME), which is owned by Mr. Hawkins, has received an option
to purchase 40% of the mineral rights conditioned on (i) the Company expending
$5,000,000 Canadian on exploration of the property; (ii) Tandem paying the
Company $2,000,000 Canadian; and (iii) the Company and Tandem entering into a
joint venture agreement to operate the property within 60 days of the Company
demonstrating expenditure of $5,000,000 Canadian on exploration of the property.
In addition, the Company will have twenty-one (21) days from the date it
notifies Tandem that it has expended $5,000,000 Canadian on exploration, to
negotiate a financing agreement with Tandem to provide Tandem with the
$2,000,000 Canadian required to exercise the option. Should no agreement be
reached in the twenty-one (21) day period, the Company's right to provide this
financing shall expire. Also, upon the closing of the Acquisition Agreement, the
Company assigned to Messrs. Ferderber and Hawkins a one (1%) percent interest in
the "Net Smelter Returns" of the property one-half of which is payable over the
first $50,000,000 Canadian in revenues from the property. The interest in these
"Net Smelter Returns" terminates once Messrs. Ferderber and Hawkins have
received, in the aggregate, $10,000,000 Canadian. Net Smelter Returns are
determined by the net amount of money received from the sale of ore, or ore
concentrates or other products from the property to a smelter or other ore
buyer.

     Mr. Ferderber is the record owner of the property covered by the permits,
which he has transferred to the Company. Mr. Ferderber executed an agreement
with the Company, as of June 20, 2000, which transferred the right to explore
the properties covered by the permits to the Company. This agreement was
incorporated into the Acquisition Agreement.

     Such permits expire at dates ranging from October 17, 2004 to March 30,
2005. These permits, once expired, may be renewed for an additional five years
at an annual licence fee of $75 Canadian per square kilometer. The Company has
obtained the opinion of Lavery, de Billy, Baristers and Solicitors of Montreal,
Canada, dated July 10, 2000, that Mr. Ferderber is the record owner of the
permits under the Mining Act of Quebec and that the permits are in good standing
as of June 21, 2000. The opinion further states that at the date of examination,
there were no liens, charges or encumbrances registered against any of the
permits.

     The Company, in conjunction with Messrs. Ferderber and Hawkins, intends to
explore the properties from early stage exploration through completion of the
exploration phase. Prior to any decision to develop the properties, a diamond
deposit must be assessed to determine the total tonnage of diamond bearing
material, the average grade of the rock, the estimated size


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distribution of the diamonds in the deposit and the average value per carat of
the diamonds. Gathering this data usually takes at least two years. At that
time, the Company will evaluate whether, and if so how, to proceed.

Exploration Program

     The Company has no independent exploration capabilities and has hired
Prospecting Geophysics Ltd. to perform all exploration activities. Mr. Peter
Ferderber is the President of Prospecting Geophysics. Pursuant to its agreement
with Prospecting Geophysics Ltd., the Company pays an hourly rate for the
services of Mr. Ferderber and his staff as well as reimbursement for expenses,
including equipment, transportation, lodging and meals.

     Over the next two years, during its exploration phase, the Company intends
to continue to retain Prospecting Geophysics Ltd. to commission crews of workers
who will gather samples of rock from the properties and transport the samples to
a facility where they can be tested for properties which tend to indicate the
presence of diamonds. At the end of the two years of exploration, the Company
will seek either a joint venture partner or a senior partner that will undertake
the exploration of the properties. However, there is a substantial risk that no
commercially viable diamond deposit will be found. If so, the Company is likely
to have difficulty finding any partners to undertake further exploration.

     The Company has established camp sites for the workers at the location of
the properties in order to decrease the costs of lodging. In addition, the
Company plans to use commercial supply boats, rather than commissioning private
boats, to transport the rock samples. Because the properties are only accessible
by air, the Company plans to rent helicopters as well as fixed wing aircraft
known as "beavers" to transport workers and samples to and from the properties.

     The Company has begun its early stage exploration activities and has
gathered samples from one of the properties for analysis. An exploration team of
eight men has been gathering samples and data at this property for several
months. The samples are taken from dykes or "pipes" containing kimberlite. These
samples were analyzed by Lakefield Research Limited of Ontario, an independent
laboratory, which uses caustic dissolution to extract the diamonds from the
samples. Lakefield Research Limited issued reports dated September 26, 2000 and
September 27, 2000 on two samples, one of which indicates that out of a 24.65
kilogram sample, two diamonds were found weighing 0.015 carats in the aggregate.
The second sample of 30.22 kilograms yielded eight diamonds with a total weight
of 0.001 carats.

     During the second phase of its exploration stage, the Company, through
Prospecting Geophysics, plans to find the extent of the kimberlite dykes that
were located in phase one and to gather larger mini-bulk and bulk samples. These
next samples are expected to be up to 2,000 lbs. This should enable the Company
to test for larger, and potentially more marketable diamonds which may or may
not exist in the dykes. There is a substantial risk that the Company


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will not find such diamonds. Prospecting Geophysics will attempt to locate
additional kimberlite dykes and pipes and sample them as well. In addition, it
will conduct further geochemistry tests to locate underground dykes which are
not visible at the surface and magnetic surveys to trace them. This phase is
scheduled to begin April 15, 2001 since inclement weather necessitates
suspension of exploration during the winter months.

     Prospecting Geophysics identifies specific targets in kimberlite dykes by
examining maps of the area and by air using an airborne magnetometer. From the
air, the magnetometer detects magnetic properties in the rock below. The data
from the magnetometer can be analyzed and used to focus the sample gathering
process on areas of higher magnetism.

     At the present time, the Company does not hold any interest in a mineral
property that is in production. The Company's viability and potential success
lie in its ability to develop, exploit and generate revenue from the properties.
There can be no assurance that such revenues will be obtained. The exploration
of mineral deposits involves significant financial risks over a long period of
time which even a combination of careful evaluations, experience and knowledge
may not eliminate. It is impossible to ensure that the current or proposed
exploration programs on the exploration permits will be profitable or
successful. The inability of the Company to locate a viable diamond deposit on
the properties will have a material adverse effect on its operations and could
result in a total loss of its business. The Company believes that the typical
cost to locate a diamond deposit can range from five million to fifteen million
dollars.

     The exploration operations of the Company are subject to all of the hazards
and risks normally incident to exploration, any of which could result in damage
to life or property, environmental damage and possible legal liability for any
or all damages. The activities of the Company may be subject to prolonged
disruptions due to weather conditions surrounding the location of properties
over which the Company has permits. Difficulties, such as an unusual or
unexpected rock formation encountered by workers but not indicated on a map, or
other conditions may be encountered in the gathering of samples and data and
could delay the Company's exploration program. While the Company may obtain
insurance against certain risks in such amounts as it considers adequate, the
nature of these risks are such that liabilities could exceed policy limits or be
excluded from coverage. There is no assurance that the Company will obtain
insurance. There are also risks against which the Company cannot insure or
against which it may elect not to insure. The potential costs which could be
associated with any liabilities not covered by insurance or in excess of
insurance coverage or compliance with applicable laws and regulations may cause
substantial delays and require significant capital outlays, adversely affecting
the future earnings and competitive position of the Company and, potentially,
its financial position.

Kimberlites and Diamonds in Northern Quebec

     It has long been established that diamondiferous kimberlites are


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concentrated on the cratons of the Superior Province half of which is located in
Northern Quebec. Moorhead, et al Kimberlites and Diamonds in Northern Quebec.
Four separate kimberlite fields, the Temiscamingue, Desmaraisville, Otish and
Torngat fields, are located in Quebec.

         In mid 1999 Messrs. Ferderber and Hawkins staked 469.05 square
kilometers in the Torngat fields. The Torngat fields are composed of a central
plateau about 400 meters above sea level and is broken by steep-sided gorges and
fjords along the coast. The largest of these features, Alluviaq Fjord, bisects
the property covered by the permits.

         Several dikes in the area are well exposed sub-vertical features in
Alluviaq Fjord and display horizontal and vertical continuity. These traits
result from rock being pushed up from below the surface into a continuous
vertical position against other horizontal rock. Geologists usually identify
these rock formations as strong targets for the presence of diamonds.

Competition

         The mineral exploration business is competitive in all of its phases.
The Company expects to compete with numerous other exploration companies and
individuals, including competitors with greater financial, technical and other
resources than the Company, for resources required for exploration. Their
greater resources will likely position these competitors to conduct exploration
within a shorter time frame than the Company.

Government Regulation and Licensing

         The operations of the Company require licenses and permits from various
governmental authorities. The Company believes that it presently holds all
necessary licenses and permits required to carry on with its intended activities
under applicable laws and regulations and the Company believes it is presently
complying in all material respects with the terms of such licenses and permits.
However, such licenses and permits are subject to change in regulations and in
various operating circumstances. The Company may not be able to obtain all
necessary licenses and permits required to carry out exploration.

         The Company is currently subject to environmental regulation under the
Environmental Act (Quebec), the Mining Act (Quebec) and the Forest Act (Quebec).
Management believes the Company is in compliance with all of these acts.
Moreover, the Company believes that an environmental impact of its exploration
activities will be minimal. To the extent that the Company removes large amounts
of rock or soil from the properties, it will likely have to replace such rock or
soil and remediate any environmental disruption caused by its activities. It is
impossible to assess with any certainty the cost of such replacement or
remediation or the potential liability the Company would face if it were found
to have violated one or more of these acts.

         The Company has obtained the opinion of Lavery, de Billy, Barristers
and Solicitors of Montreal, Canada, dated July 10, 2000, that Mr. Ferderber was
the


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record owner of the Mining Exploration Permits pertaining to the properties
under the Mining Act of Quebec and that the permits were in good standing as of
June 21, 2000. The opinion further states that at the date of examination, there
were no liens, charges or encumbrances registered against any of the permits.
However, the opinion disclaims any physical verification of the location of the
properties covered by the permits and states that no survey of the area covered
by the permits was conducted.

Seasonality

         Due to inclement weather in the Northwest Territories during the period
from November to March, there can be no exploration during these months.

Employees

         The Company does not currently have any full time employees. Mr.
Teodosio V. Pangia and Mr. Thomas Franzone, both of whom are executive officers,
are both part time employees. On August 14, 2000, the Company entered into a
prospecting and survey agreement with Prospecting Geophysics Ltd. to act as the
on-site project manager. Peter Ferderber is the President of Prospecting
Geophysics Ltd. and will act as a consultant for the Company. Prospecting
Geophysics Ltd. has four full time employees and contracts with other personnel
on an as needed basis.

Currency Fluctuation

         The Company's currency fluctuation exposure is primarily to the
Canadian dollar as the properties are located in the Ungava Bay area in Northern
Quebec. Such fluctuations may materially affect the Company's financial position
and results of operations.

         References to the dollar in this Form 10-KSB are to US dollars, and
"Canadian" appears after references to Canadian dollars. Unless otherwise
stated, the translations of US dollars into Canadian dollars and vice versa have
been made at the average rate for the year indicated.

Item 2. Description of Property

         The Company does not own real property nor does it hold any lease or
other real property interest except for the exploration permits it has acquired
pursuant to the Acquisition Agreement as described under "Description of
Business."

         The Company has entered into a Prospecting and Survey Agreement with
Prospecting Geophysics Ltd. to act as on-site project manager for the Company's
exploration activities.

         The following information is provided in compliance with "Guide 7 of
Industry Guides Under the Securities Act and the Exchange Act" for small
business issuers engaged or to be engaged in significant mining operations:


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         (1) The permits acquired by the Company in the Acquisition Agreement
cover 469.05 square kilometers of properties in northwest Quebec, Canada, on the
eastern shore of Ungava Bay. With the exception of the five(5) month period from
November to March in which there is inclement weather in the area surrounding
the properties, there is nothing preventing access to the properties. However,
hazardous weather conditions could prevent the Company from accessing the
properties in other months as well. The properties are only accessible by air
via a helicopter or by boat. There are no roads that permit direct access to the
properties.

          (2) Pursuant to the an agreement between Peter Ferderber and the
Company, Peter Ferderber has transferred to the Company six (6) permits for the
properties. Further, pursuant to the Acquisition Agreement, in consideration for
the permits, the Company has issued 1,000,000 shares of its common stock to Mr.
Ferderber and has paid him $25,000 Canadian, and at Mr. Ferderber's request,
1,000,000 shares and $35,000 Canadian to Stanley G. Hawkins. The total
consideration had a fair value of $90,540. The Company has obtained the opinion
of Lavery, de Billy, Barristers and Solicitors of Montreal, Canada dated July
10, 2000, that Mr. Ferderber was the record owner of the permits under the
Mining Act of Quebec and that the permits were in good standing as of June 21,
2000.

         (3) To the knowledge of the Company, Messrs. Ferderber and Hawkins
staked the 469.05 square kilometer property in the Torngat fields in northwest
Quebec, Canada, on the eastern shore of Ungava Bay in 1999, and there were no
previous owners, operators, or operations on the property.

         (4) (i) Although there can be no assurance of successful diamond
development, initial progress reports of the property have indicated that there
are micro diamonds on the property. A 24.65 kilogram sample taken from the
property, has yielded two diamonds weighing 0.015 carats and a 30.22 kilogram
sample has yielded eight diamonds weighing 0.001 carats.

Geology

         The Torngat Property, where the properties for which the Company has
mineral permits is located, lies within the Torngat mountain province. The crust
in the province is thickened because two continental plates were pushed, more
than a billion years ago, one on top of the other.

         The predominant rock type on the properties are the Tasiuyak Gneiss, a
northwest trending belt of gneisses rock. The gneisses are considered to be
altered sedimentary rocks.

       The rocks of the Torngat mountain province strike northwest-southeast
within the Torngat property. Cross-cutting the gneisses, there are a number of
kimberlite dykes. The individual dykes are dark green and generally coarse
grained across most of their width.

       The properties are in a location over an early Precambrian bedrock
segments which is bedrock dating back to the earliest era of geological history,
called an "Archon." An Archon is an immobile segment of the earth's

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crust exceeding 1.5 billion years in age. Kimberlite, a form of igneous rock, is
widely regarded as the main source for diamonds, and is reported from postulated
Archon called the "Baltic Shield". Only in the past decade have diamond
explorers recognized that these Baltic Shield rocks are potentially viable for
diamonds.

         The property is without known reserves and the proposed program of the
Company is exploratory in nature. Exploration for diamonds on the properties
began because the formation and layout of the rocks on the properties indicated
that some of the rocks had been pushed up through the earth's crust. This is
initially identified by geologists from the age and shape of the rocks. When
these different or unexpected rock formations appear, geologist then consider
the area surrounding these rocks as strong targets for exploration for diamonds.
This is because, geologists believe, as the rocks are pushing up through the
earth's surface from great depths, the rocks travel through diamond fields
located below the earth's surface and therefore rocks containing diamonds are
forced to the surface.

         Rocks containing these characteristics were identified on the
properties covered by the Company's mineral permits. Once these rocks were
identified, the Company then conducted a magnetometer survey. The magnetometer
is a small electronic device used by geologists to survey the land for areas of
high magnetism. This can be used in the air or on the ground. This test is
conducted because, when the rocks are being pushed through the earth's surface
(as described above), in addition to bringing rocks containing diamonds, iron
from below the Earth's surface is also forced to the surface. The magnetometer
reads the surface of the Earth for any magnetism created by the iron upon the
belief that if a particular property contains a high concentration of iron that
was forced up from below the earth's surface, the property may also contain
diamonds that have been similarly forced up to the surface.

         An airborne magnetometer survey was conducted over the properties for
which the Company has mineral permits, and six(6) magnetic dykes were
discovered. This indicated to the Company that these properties were potentially
a source for diamonds. In addition, samples of rock taken from the properties
have yielded small diamonds.

         The Company has hired Prospecting Geophysics Ltd. to conduct these
exploration procedures. Mr. Peter Ferderber is the President of Prospecting
Geophysics Ltd. Mr. Ferderber has over forty years of experience in mining
exploration. Prospecting Geophysics Ltd. plans to conduct the exploration of the
property which is expected to last for the next two years. The first phase
involved identifying areas on the property from which to take samples and
gathering small samples from the properties for analysis. This analysis to date
has demonstrated the presence of 10 micro diamonds in two samples taken. Once
the analysis of the phase one samples and data is completed, and if the samples
show more positive results, the second phase of the exploration will begin. The
second phase involves determining the extent of any kimberlite dykes that were
located in phase one and to gather mini-bulk and bulk samples. These samples are
expected to be up to 2,000 lbs. This will enable the Company to determine

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if there are larger and more marketable diamonds on the properties. The second
phase is scheduled to begin April 15, 2001.

       (5) In the Quebec sector of the Torngat belt, roughly fifteen dykes have
been mapped. These dykes occupy fractures oriented at an approximately right
angle to the country rocks, suggesting tensions opened up by later scale
folding. Two of these dykes on an adjacent property have been sampled,
confirming the presence of diamonds. However, to date, no proven reserves have
been established and there can be no assurance that any such reserves will ever
exist.


Item 3. Legal Proceedings

         The Company is not party to any material pending legal proceedings and
has no knowledge that any such proceedings are threatened.


Item 4. Submission of Matters to a Vote of Security Holders

         During the fourth quarter of calendar year 2000, no matters were
submitted to a vote of the security holders of the Registrant.


                                    PART II.

Item 5. Market for Common Equity and Related Stockholder Matters

         The Company plans to list its securities for trading on the OTC
Bulletin Board and in the over-the-counter market "pink sheets". To date, there
has been no trading market for the Company's securities.

         Of the Company's 17,000,000 issued and outstanding shares of common
stock, 7,000,000 shares are considered "restricted securities" and in the
future, may be sold only in compliance with Rule 144 or in an exempt transaction
under the Act unless registered under the Act. The 10,000,000 shares sold to
Louis Lilling were sold in reliance upon the exemption provided by New Jersey
law, N.J.S.A. 49:3-50, and must be held by Mr. Lilling for a period of twelve
months, except if resold pursuant to a registration statement effective under
N.J.S.A. 49:3:61, 61.1, an exemption under the uniform securities law (1997),
N.J.S.A. 49:3-47 or to an accredited investor pursuant to an exemption available
under N.J.S.A. 49:3:50.

         Holders

         As of March 28, 2001, the number of holders of record of common stock,
was sixteen (16).

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         Dividend Policy

         The Company does not anticipate paying any cash dividends on its common
stock in the foreseeable future because it intends to retain its earnings to
finance the expansion of its business. Thereafter, the declaration of
dividends will be determined by the Board of Directors in light of conditions
then existing, including, without limitation, the Company's financial condition,
capital requirements and business condition.

         The Company is prohibited from paying cash dividends on the common
stock until any issued and outstanding preferred stock is converted into common
stock. There was no outstanding preferred stock at December 31, 2000.

         The following paragraphs set forth certain information with respect to
all securities sold by the Company within the last three years without
registration under the Act. The information includes the names of the
purchasers, the date of issuance, the title and number of securities sold and
the consideration received by the Company for the issuance of these shares.

         On May 1, 2000, the Company sold 4,850,000 shares of its common stock
for $.001 per share to the following persons in the amount indicated opposite
each person's name:

<TABLE>
         <S>                                <C>
         TVP Capital Corp.                  3,475,000
         Tom Franzone                         275,000
         Vasilik Kalantzkos                   100,000
         Tunku Mudzaffar Bin Tunku            250,000
         Mustapha Romeo Dibatista Sr.         250,000
         JJAB, LLC                            500,000
</TABLE>

         These shares were sold pursuant to Section 4(2) of the Act and were not
issued in connection with any public offering. Teodosio V. Pangia is the sole
shareholder of TVP Capital Corp. Tom Franzone is the Treasurer of the Company.
The Company issued 150,000 shares of common stock to Bondy & Schloss LLP, as
payment for legal services valued at $3,750. Bondy & Schloss LLP is legal
counsel to the Company.

         On May 20, 2000, the Company, pursuant to a private offering, issued
10,000,000 shares of its common stock to Mr. Louis Lilling for $250,000. Mr.
Lilling paid $25,000 of the purchase price of these shares in cash and the
remainder in the form of a promissory note. These shares were issued pursuant to
Rule 504 of Regulation D of the Securities Act and were not issued in connection
with any public offering. All amounts refer to U.S. dollars. There were no
underwriting commissions in connection with the private offering.

         Pursuant to the Acquisition Agreement dated September 12, 2000, the
Company issued 1,000,000 shares of its common stock to each of Messrs. Ferderber
and Hawkins in consideration for the acquisition of the Claims.


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These shares were sold pursuant to Section 4(2) of the Act and were not issued
in connection with any public offering.


Item 6. Management's Discussion and Analysis or Plan of Operation

The following is a discussion of certain factors affecting Registrant's results
of operations, liquidity and capital resources. You should read the following
discussion and analysis in conjunction with the Registrant's consolidated
financial statements and related notes that are included herein under Item 7
below.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results of Operations which are historical
are "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements represent the
Registrant's present expectations or beliefs concerning future events. The
Registrant cautions that such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Registrant to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, the uncertainty as to the Registrant's future profitability; the
uncertainty as to whether a commercially viable diamond deposit will be found;
the Registrant's ability to obtain financing on acceptable terms to finance its
growth strategy; and the Registrant's ability to develop and implement
operational and financial systems to manage its growth.


OVERVIEW

Plan of Operation

      The Company was incorporated in April of 2000, and does not have any
significant operating history or financial results. The Company has only
recently begun its early stage exploration activities, including gathering
samples from one of the properties for analysis, building an infrastructure and
filing a Registration statement on Form 10-SB with the Securities and Exchange
Commission. As a result, for the period from April 24, 2000 (date of inception)
to December 31, 2000, the Company incurred approximately $599,000 and $115,000
in exploration costs and general and administrative expenses, respectively.
Thereby incurring a net loss of approximately $714,000 or $(.05) per share based
on 14,840,637 weighted average shares outstanding. Through December 31, 2000 the
Company has relied on advances of approximately $272,000 from its principal
stockholders, trade payables of approximately $388,000, and proceeds of
approximately $30,000 from the sale of common stock to support its limited
operations. As of December 31, 2000, the Company had approximately $16,000 of
cash. The Company seeks additional equity or debt financing of up to $1,200,000
which it plans to use for the second phase of its exploration program to be
conducted through 2001. If the Company does not get sufficient financing, it may
not be able to continue as a going concern and it may have to curtail or
terminate its operations and liquidate its business (see Note 1 to financial
statements).

     The Company's business plan for the year 2001 will consist of further
exploration on the properties over which it holds the mineral exploration
permits as well as preliminary marketing efforts. The Company intends to


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 continue retaining Prospecting Geophysics Ltd. to analyze the results of phase
one of its exploration program, to find the extent of the kimberlite dykes that
were located in phase one and to gather larger mini-bulk and bulk samples. These
next samples are expected to be up to 2,000 lbs. Prospecting Geophysics, Ltd
will attempt to locate additional kimberlyte dykes and pipes and sample them as
well. In addition, it will conduct further geochemistry tests to locate
underground dykes which are not visible at the surface and magnetic surveys to
trace them. This phase is scheduled to begin April 15, 2001 since inclement
weather necessitates suspension of exploration during the winter months.

     The Company after consulting with Prospecting Geophysics Ltd., estimates
that it will require approximately $1,200,000 to conduct its exploration program
through 2001. This amount will be used to pay for prospecting and geological
mapping, helicopter and airplane support, lodging and food for workers,
transportation of workers to and from the work sites, fuel and fuel transport,
pick-up truck rentals, house rental in George River, assays, property taxes to
the Quebec Department of Natural Resources and supervision, including a salary
payable to Mr. Peter Ferderber of $500 per day, plus out of pocket expenses, for
days he attends the site. The Company plans to raise a minimum of $1,500,000
through one or more private offerings pursuant to Rule 506 or Regulation D or
through an offshore offering pursuant to Regulation S. If the Company is unable
to raise this amount, it could have a material adverse effect on the business of
the Company and will likely cause the exploration program to proceed on a
reduced scale, if at all. The Company has to date relied on a small number of
investors to provide it with financing for the commencement of its exploration
program, including TVP Capital Corp., a principal stockholder of the Company.
Amounts owed to these individuals are payable upon demand.

     The Company does not expect to make any direct expenditures to purchase any
equipment as all equipment necessary will be provided by Prospecting Geophysics
Ltd. pursuant to the Prospecting and Survey Agreement dated November 14, 2000.
However, the Company will reimburse Prospecting Geophysics, Ltd for all of its
out of pocket expenses including equipment rental.

     The Company now employs two individuals on a part time basis, both of whom
are executive officers of the Company. The Company does not expect any
significant changes in the number of employees within the next twelve months.


                                       13
<PAGE>   14



Item 7.  Financial Statements

                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)


                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                     15

BALANCE SHEET
     DECEMBER 31, 2000                                                       16

STATEMENT OF OPERATIONS
     PERIOD FROM APRIL 24, 2000 (DATE OF INCEPTION)
     TO DECEMBER 31, 2000                                                    17

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     PERIOD FROM APRIL 24, 2000 (DATE OF INCEPTION)
     TO DECEMBER 31, 2000                                                    18

STATEMENT OF CASH FLOWS
     PERIOD FROM APRIL 24, 2000 (DATE OF INCEPTION)
     TO DECEMBER 31, 2000                                                    19

NOTES TO FINANCIAL STATEMENTS                                              20-24
</TABLE>


                                      * * *


                                       14
<PAGE>   15


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Diamond Discoveries International Corp.


We have audited the accompanying balance sheet of DIAMOND DISCOVERIES
INTERNATIONAL CORP. (An Exploration Stage Company) as of December 31, 2000, and
the related statements of operations, changes in stockholders' deficiency and
cash flows for the period from April 24, 2000 (date of inception) to December
31, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Diamond Discoveries
International Corp. as of December 31, 2000, and its results of operations and
cash flows for the period from April 24, 2000 (date of inception) to December
31, 2000, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As further discussed in Note 1 to the
financial statements, the Company had not generated any revenues from its
operations, and it had working capital and stockholders' deficiencies, as of
December 31, 2000. Such matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 1. The accompanying financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.



                                        J.H. Cohn LLP

Roseland, New Jersey
March 20, 2001



                                       15
<PAGE>   16


                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                                  BALANCE SHEET
                                DECEMBER 31, 2000


<TABLE>
<S>                                                                    <C>
                                     ASSETS

Current assets:
     Cash                                                              $  16,024
     Accrued interest                                                     13,800
                                                                       ---------

          Total                                                        $  29,824
                                                                       =========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities:
     Accounts payable                                                  $ 388,069
     Advances from stockholders                                          271,771
                                                                       ---------
          Total liabilities                                              659,840
                                                                       ---------

Stockholders' deficiency:
    Preferred stock, par value $.001 per share; 20,000,000 shares
       authorized; none issued                                              -
    Common stock, par value $.001 per share; 80,000,000 shares
       authorized; 17,000,000 shares issued and outstanding               17,000
    Additional paid-in capital                                           291,600
    Stock subscription receivable                                       (225,000)
    Deficit accumulated during the exploration stage                    (713,616)
                                                                       ---------
          Total stockholders' deficiency                                (630,016)
                                                                       ---------
          Total                                                        $  29,824
                                                                       =========
</TABLE>


See Notes to Financial Statements.


                                       16
<PAGE>   17


                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                             STATEMENT OF OPERATIONS
                 PERIOD FROM APRIL 24, 2000 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2000





<TABLE>
<S>                                                             <C>
Revenues                                                        $       --
                                                                ------------

Operating expenses:
     Exploration costs - Prospecting Geophysics Ltd.                 598,532
     General and administrative expenses                             115,084
                                                                ------------
        Total                                                        713,616
                                                                ------------



Net loss                                                        $   (713,616)
                                                                ============

Basic net loss per common share                                 $       (.05)
                                                                ============

Basic weighted average common shares outstanding                  14,840,637
                                                                ============
</TABLE>


See Notes to Financial Statements.


                                       17
<PAGE>   18

                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 PERIOD FROM APRIL 24, 2000 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                           Accumulated
                                  Preferred Stock           Common Stock         Additional     Stock      During the
                              ----------------------    ---------------------      Paid-in   Subscription  Exploration
                                Shares        Amount      Shares       Amount      Capital    Receivable      Stage        Total
                              ----------     -------    ----------    -------    ----------  ------------  -----------   ---------
<S>                           <C>            <C>        <C>           <C>         <C>        <C>            <C>          <C>
Issuance of shares to
  founders effective as
  of April 24, 2000                 --       $  --       4,850,000    $ 4,850                                            $   4,850

Issuance of shares as
  payment for legal
  services                                                 150,000        150     $  3,600                                   3,750

Issuance of shares in
  connection with
  acquisition of
  mineral permits                                        2,000,000      2,000       48,000                                  50,000

Subscription for purchase
  of 10,000,000 shares                                  10,000,000     10,000      240,000    $(225,000)                    25,000

Net loss                                                                                                    $(713,616)    (713,616)
                              ----------     -------    ----------    -------     --------    ---------     ---------    ---------
Balance, December 31, 2000          --       $  --      17,000,000    $17,000     $291,600    $(225,000)    $(713,616)   $(630,016)
                              ==========     =======    ==========    =======     ========    =========     =========    =========
</TABLE>

See Notes to Financial Statements.



                                       18
<PAGE>   19


                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                             STATEMENT OF CASH FLOWS
                 PERIOD FROM APRIL 24, 2000 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2000


<TABLE>
<S>                                                                            <C>
Operating activities:
     Net loss                                                                  $(713,616)
     Adjustments to reconcile net loss to net cash used in
        operating activities:
        Costs of services paid through issuance of common stock                    3,750
        Cost of mineral permits paid through the issuance of common stock         50,000
        Changes in operating liabilities:
           Accounts payable                                                      388,069
           Accrued interest                                                      (13,800)
                                                                               ---------
               Net cash used in operating activities                            (285,597)
                                                                               ---------

Financing activities:
     Advances from stockholders                                                  271,771
     Proceeds from sale of common stock                                           29,850
                                                                               ---------
               Net cash provided by financing activities                         301,621
                                                                               ---------

Net increase in cash                                                              16,024

Cash, beginning of period                                                           --
                                                                               ---------
Cash, end of period                                                            $  16,024
                                                                               =========
</TABLE>


See Notes to Financial Statements.


                                       19
<PAGE>   20

                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - Business and basis of presentation:

            Diamond Discoveries International Corp. (the "Company") was
            incorporated in the State of Delaware on April 24, 2000. The Company
            plans to engage in activities related to the exploration for mineral
            resources in Canada. It plans to conduct exploration and related
            activities through contracts with third parties.

            As further explained in Note 3, the Company acquired its mineral
            permits for 469.05 square kilometers in the "Torngat Fields" located
            in the Province of Quebec, Canada. The Company intends to develop
            the permits from early stage exploration through completion of the
            exploration phase. Prior to any further exploration decisions, a
            mineral deposit must be appropriately assessed. Gathering this data
            usually takes at least two years. Once the appropriate data has been
            gathered, management will determine whether and how to proceed. The
            Company recently discovered tiny diamonds in samples taken from the
            property and has contracted with Prospecting Geophysics Ltd. ("PGL")
            to conduct surveys and exploration at the property to begin to
            enable it to determine whether it can extract and produce diamonds
            from this kimberlite (see Note 3).

            Other than contracting with PGL to conduct exploration and gather
            data on its behalf, the Company had not conducted any operations or
            generated any revenues as of December 31, 2000. Accordingly, it is
            considered an "exploration stage company" for accounting purposes.
            The Company's year-end will be December 31st.

            The accompanying financial statements have been prepared assuming
            the Company will continue as a going concern. However, in addition
            to not generating any revenues, the Company had a working capital
            and a stockholders' deficiency of $630,016 as of December 31, 2000.
            Management believes that the Company will not generate any revenues
            during the two year period subsequent to December 31, 2000 in which
            it will be gathering and evaluating data related to the permits for
            the Torngat Fields. Management also believes that the Company will
            need total additional financing of approximately $1,200,000 to
            continue to operate as planned during the twelve month period
            subsequent to December 31, 2000. These conditions raise substantial
            doubt about the Company's ability to continue as a going concern.
            Management plans to obtain such financing through private offerings
            of debt and equity securities. As of December 31, 2000, the Company
            had subscriptions receivable of $225,000 for the purchase of shares
            of the Company's common stock (see Note 7). However management
            cannot assure that the Company will be able to obtain any or all of
            the additional financing it will need to continue to operate through
            at least December 31, 2001 or that, ultimately, it will be able to
            generate any profitable commercial mining operations. If the Company
            is unable to obtain the required financing, it may have to curtail
            or terminate its operations and liquidate its remaining assets and
            liabilities.

            The accompanying financial statements do not include any adjustments
            related to the recoverability and classifications of assets or the
            amounts and classification of liabilities that might be necessary
            should the Company be unable to continue its operations as a going
            concern.


                                       20
<PAGE>   21

                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 2 - Summary of significant accounting policies:

         Use of estimates:

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions that
            affect certain reported amounts and disclosures. Accordingly, actual
            results could differ from those estimates.

         Mining costs:

            Exploration and evaluation costs are expensed as incurred.
            Management's decision to develop or mine a property will be based on
            an assessment of the viability of the property and the availability
            of financing. The Company will capitalize mining exploration and
            other related costs attributable to reserves in the event that a
            definitive feasibility study establishes proven and probable
            reserves. Capitalized mining costs will be expensed using the unit
            of production method and will also be subject to an impairment
            assessment.

         Concentrations of credit risk:

            The Company maintains its cash in bank deposit accounts, the
            balances of which, at times, may exceed Federal insurance limits.
            Exposure to credit risk is reduced by placing such deposits with
            major financial institutions and monitoring their credit ratings.

         Impairment of long-lived assets:

            The Company has adopted the provisions of Statement of Financial
            Accounting Standards No. 121, "Accounting for the Impairment of
            Long-Lived Assets and for Long-Lived Assets to be Disposed of"
            ("SFAS 121"). Under SFAS 121, impairment losses on long-lived
            assets, such as mining claims, are recognized when events or changes
            in circumstances indicate that the undiscounted cash flows estimated
            to be generated by such assets are less than their carrying value
            and, accordingly, all or a portion of such carrying value may not be
            recoverable. Impairment losses are then measured by comparing the
            fair value of assets to their carrying amounts.

         Income taxes:

            The Company accounts for income taxes pursuant to the asset and
            liability method which requires deferred income tax assets and
            liabilities to be computed annually for temporary differences
            between the financial statement and tax bases of assets and
            liabilities that will result in taxable or deductible amounts in the
            future based on enacted tax laws and rates applicable to the periods
            in which the differences are expected to affect taxable income.
            Valuation allowances are established when necessary to reduce
            deferred tax assets to the amount expected to be realized. The
            income tax provision or credit is the tax payable or refundable for
            the period plus or minus the change during the period in deferred
            tax assets and liabilities.


                                       21
<PAGE>   22


                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 2 - Summary of significant accounting policies (concluded):

         Net earnings (loss) per share:

            The Company presents "basic" earnings (loss) per share and, if
            applicable, "diluted" earnings per share pursuant to the provisions
            of Statement of Financial Accounting Standards No. 128, "Earnings
            per Share" ("SFAS 128"). Basic earnings (loss) per share is
            calculated by dividing net income or loss by the weighted average
            number of common shares outstanding during each period. The
            calculation of diluted earnings per share is similar to that of
            basic earnings per share, except that the denominator is increased
            to include the number of additional common shares that would have
            been outstanding if all potentially dilutive common shares, such as
            those issuable upon the exercise of stock options, were issued
            during the period. The Company did not have any potentially dilutive
            common shares outstanding during the period from April 24, 2000
            (date of inception) to December 31, 2000.

         Recent accounting pronouncements:

            The Financial Accounting Standards Board and the Accounting
            Standards Executive Committee of the American Institute of Certified
            Public Accountants had issued certain accounting pronouncements as
            of December 31, 2000 that will become effective in subsequent
            periods; however, management of the Company does not believe that
            any of those pronouncements would have significantly affected the
            Company's financial accounting measurements or disclosures had they
            been in effect during the period from April 24, 2000 to December 31,
            2000, and it does not believe that any of those pronouncements will
            have any significant impact on the Company's financial statements at
            the time they become effective.


Note 3 - Permits:

            Pursuant to an agreement consummated on September 12, 2000, the
            Company acquired certain permits in the Torngat Fields from Peter
            Ferderber and S. G. Hawkins, who are key consultants and advisors to
            the Company, for total consideration of $90,540, of which $40,540
            ($60,000 Canadian) represents the amount paid in cash and $50,000
            represents the fair value of a total of 2,000,000 shares of the
            Company's common stock issued to Messrs. Ferderber and Hawkins. The
            exchange of shares for the permits was a noncash transaction that is
            not reflected in the accompanying statement of cash flows.

            In connection with the acquisition of these permits, the Company
            assigned to the sellers a 1% interest in the "net smelter returns"
            of the property, one-half of which is payable over the first
            $50,000,000 (Canadian) of revenues produced from the property. Such
            interest would terminate once the sellers receive a total of
            $10,000,000 (Canadian) based on such interest. Net smelter returns
            are determined by the net amount received from the sale to a smelter
            or other buyer of ore, ore concentrates or other products produced
            from the property.


                                       22
<PAGE>   23

                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 3 - Permits (concluded):

            Mr. Hawkins owns Tandem Resources, Ltd. ("Tandem"). As part of the
            agreement for the purchase of the permits, the Company granted
            Tandem an option to purchase a 40% interest in a joint venture that
            would be formed between the Company and Tandem to conduct operations
            related to the properties covered by the permits at such time as the
            Company has incurred expenditures related to such operations
            totaling $5,000,000 (Canadian). The exercise price for the option
            will be $2,000,000 (Canadian). Mr. Ferderber also is the president
            of PGL (see Note 1). The Company has agreed to pay Mr. Ferderber
            $500 per day for his services, plus out of pocket expenses, during
            the 18 month period subsequent to November 20, 2000, but only for
            the days on which he performs services at the Company's site.


Note 4 - Advances from stockholders:

            Advances from stockholders of $271,771 at December 31, 2000 were
            noninterest bearing and due on demand.

            Although management does not believe that there is a practical
            method that can be used to specifically determine the fair value of
            the advances from stockholders because of the relationship of the
            Company and its stockholders, it believes that the advances will be
            repaid on a short-term basis and, accordingly, the carrying value of
            the advances approximated fair value as of December 31, 2000.


Note 5 - Preferred stock:

            As of December 31, 2000, the Company was authorized to issue up to
            20,000,000 shares of preferred stock with a par value of $.001 per
            share. The preferred stock may be issued in one or more series with
            dividend rates, conversion rights, voting rights and other terms and
            preferences to be determined by the Company's Board of Directors,
            subject to certain limitations set forth in the Company's Articles
            of Incorporation. No shares of preferred stock had been issued by
            the Company as of December 31, 2000.


Note 6 - Common stock issued for services:

            During the period from April 24, 2000 to December 31, 2000, the
            Company issued 150,000 shares of common stock as payment for legal
            services. Accordingly, general and administrative expenses in the
            accompanying statement of operations and common stock and additional
            paid-in capital in the accompanying statement of stockholders'
            deficiency were increased to reflect the estimated fair value of the
            shares of $3,750.


                                       23
<PAGE>   24

                     DIAMOND DISCOVERIES INTERNATIONAL CORP.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 7 - Stock subscription receivable:

            On May 20, 2000, the Company completed the sale of 10,000,000 shares
            of common stock for $250,000, or $.025 per share, through a private
            placement intended to be exempt from registration under the
            Securities Act of 1933. The buyer paid $25,000 in cash and the
            balance through the issuance of a 10% promissory note in the
            principal amount of $225,000. Although the note has a stated due
            date of May 20, 2001, it is subject to payment at any time prior
            thereto upon demand by the Company. The exchange of shares for a
            note receivable was a noncash transaction that is not reflected in
            the accompanying statement of cash flows. In addition, the note
            receivable is reflected as a separate component of stockholders'
            deficiency in the accompanying balance sheet.



Note 8 - Income taxes:

            As of December 31, 2000, the Company had net operating loss
            carryforwards of approximately $714,000 available to reduce future
            Federal taxable income which will expire in 2020. The Company had no
            other material temporary differences as of that date. Due to the
            uncertainties related to, among other things, the extent and timing
            of its future taxable income, the Company offset the deferred tax
            assets attributable to the potential benefits of approximately
            $286,000 from the utilization of those net operating loss
            carryforwards by an equivalent valuation allowance as of December
            31, 2000 and did not recognize a credit for Federal income taxes for
            the period from April 24, 2000 (date of inception) to December 31,
            2000.


                                      * * *


                                       24
<PAGE>   25


Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

                                 Not applicable.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act

The following Table sets forth certain information regarding the executive
officers and directors of the Company as of March 28, 2001:

<TABLE>
<CAPTION>
Name                                   Age
----                                   ---
<S>                                    <C>              <C>
Company Position

Teodosio V. Pangia                     42               Chairman/CEO

Thomas Franzone                        44               Treasurer/Controller

Peter Ferderber                        73               Consultant

Stanley G. Hawkins                     69               Advisor
</TABLE>

A brief description of the backgrounds of the current Executive Officers and
Directors are set forth below:

TEODOSIO V. PANGIA. Mr. Pangia has been Chairman, CEO and a Director of the
Company since its formation in April 2000. He is the Chairman of TVP Capital
Corp., a U.S. based venture capital company which he founded in April 2000 and
which has provided consulting services to the Company since April 2000. Since
July 2000, Mr. Pangia has been a Director of Enviro Industrial Technologies,
Inc., a mineral processing company. From June 1997 to present, Mr. Pangia has
been President of Tyler Dylan Corp., an Ontario, Canada based investment
company. Mr. Pangia is the only employee of Tyler Dylan Corp. From June 1997 to
July 1999, Mr. Pangia was a co-founder and consultant of Environmental Solutions
Worldwide, a company with five employees that has developed and patented a
catalytic converter that does not require precious metals. A recent venture of
Mr. Pangia is Enviro Industrial Technologies, Inc ("Enviro") of which he is
Chairman and Chief Executive Officer. Enviro is a company whose primary focus is
on the processing and marketing of industrial minerals. Enviro has two
employees. From 1995 through 1997, Mr. Pangia was Director and Chief Executive
Officer of Ecology Pure Air International, a Canadian company with five
employees engaged in developing an automobile fuel catalyst. From 1992-1995, Mr.
Pangia was a Director and Chief Executive Officer of EPA Enterprises, a Canadian
company with five employees engaged in developing pre-combustion fuel
technology. In 1997, a petition in bankruptcy was brought against Mr. Pangia in
the Ontario Court of Justice. That petition, and a related order, were
dismissed. Mr. Pangia anticipates spending approximately one-third of his
professional time on the business of the Company.



                                       25
<PAGE>   26


THOMAS FRANZONE. Mr. Franzone is the treasurer of the Company and has been the
President of Enviro Industrial Technologies, Inc., a company with two employees,
since its formation in April 2000. From 1998 until he joined Enviro Industrial
Technologies, Inc., he was the President and sole employee of Franzone
Consulting Corp. located in New York City, a business and accounting consultant
company. From 1996 to 1999 Mr. Franzone held the position of controller at
Direct Approach Marketing, a company with twenty-two employees. He came to
Direct Approach Marketing after spending a year at Patient Education Media Time
Life Medical, a company that employed seventy people and produced medical
information videos, where he held the position of Accounting Manager. From
November 1989 to 1995 he worked as Controller for Empire Diamond Corp. a company
with ten employees that bought and sold estate jewelry. Mr. Franzone anticipates
spending approximately one-third of his professional time on the business of the
Company.

PETER FERDERBER. Mr. Ferderber is not an employee of the Company but has been
included here because the Company will rely heavily on his services and
expertise. He is a consultant to the Company. He has been involved in mining
exploration for over forty years. He has been the President of Prospecting
Geophysics Ltd., a mining geophysics company located in Quebec, Canada, since
1955 and was awarded the "Prospector of the Year" Prospectors and Developers
Association award for Canada and the Province of Quebec in 1979.

STANLEY G. HAWKINS. Mr. Hawkins is not an employee of the Company but has been
included here because the Company will rely heavily on his services and
expertise. He is an advisor to the Company. Since 1995, he has been the
President of Tandem Resources Ltd., a Canadian Company listed on the Montreal
Stock Exchange (TDM-ME), involved in managing mining explorations. Mr. Hawkins
holds a degree in Engineering: Mining from the University of Toronto.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the
Exchange Act requires the Company's director's and executive officers, and
persons who own more than 10% of the Company's outstanding common stock, to file
with the SEC, initial reports of beneficial ownership and reports of changes in
beneficial ownership of the Company's common stock and other equity securities
of the Company. To the Company's knowledge, for the fiscal year ended December
31, 2000, the Company's officers, directors and holders of more than 10% of the
Company's outstanding common stock each reported one transaction on a Form 3
after the reporting deadline.


Item 10. Executive Compensation

   The executive officers, Mr. Pangia and Mr. Franzone, have not yet received
any annual salary compensation for their services. However, the executive
officers will likely receive an annual salary or other compensation in the
future.

     The Company has issued 3,450,000 shares of common stock, at par value,
to TVP Capital Corp. of which Mr. Pangia is the sole shareholder. The
Company has also issued 275,000 shares of common stock, at par value, to
Mr. Franzone. All the shares issued to TVP Capital Corp. and Mr. Franzone
are considered "restricted securities" and in the future may be sold only
in compliance with Rule 144 or in an exempt transaction under the Securities
Act of 1933, as amended, (the "Act") unless registered under the Act. These


                                       26
<PAGE>   27

shares, however, were issued as founders' shares at par value, and so have not
been recorded as compensation.

Employment Agreements

     The Company has not entered into employment agreements with any of its
officers or directors of the Company.

Stock Option Agreements

     None


Item 11.Security Ownership of Certain Beneficial Owners and
Management

     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:


<TABLE>
<CAPTION>
Name and Address of Beneficial Owner         Amount and Nature of Ownership     Approximate % of Class
------------------------------------         ------------------------------     ----------------------
<S>                                                     <C>                             <C>
TVP Capital Corp.(1)(2)(6)                              3,475,000                       20.44 %

Teodosio V. Pangia(1)(2)(6)                             3,475,000                       20.44 %

Peter Ferderber(3)(7)                                   1,000,000                        5.88 %

Stanley G. Hawkins(4)(7)                                1,000,000                        5.88 %

Tom Franzone(1)(6)                                        275,000                        1.62 %

Louis Lilling(5)(8)                                     5,050,000                       29.70 %

Directors and Officers as a Group                       3,725,000                       21.91 %
</TABLE>



(1) The address for each of TVP Capital Corp. and Messrs. Pangia and Franzone is
c/o the Company at 119 West 23rd Street, Suite 508, New York, NY 10011.

(2) Teodosio V. Pangia is the sole shareholder of TVP Capital Corp. As such, he
is deemed a beneficial owner of shares held by TVP Capital Corp. although he
disclaims beneficial ownership thereof.

(3) The address for Messr. Ferderber is c/o Prospecting Geophysics Ltd, 114 Rue
Villeneuve, Val-D'or, Quebec, Canada J9P-3L7.

(4) The address for Messr. Hawkins is c/o Tandem Resources, Ltd., 111 Richmond
Street West, Suite 402, Toronto, Ontario, Canada M5H 2G4.

(5) Louis Lilling's address is 142 Wycoff Way West, East Brunswick, NJ 08818.

(6) Shares have been beneficially owned as of May 1, 2000.

(7) Shares have been beneficially owned as of September 12, 2000.


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<PAGE>   28

(8) Shares have been beneficially owned as of May 20, 2000.

Item 12. Certain Relationships and Related Transactions

    The Company has entered into a Acquisition Agreement dated September 12,
2000 with Mr. Ferderber, Mr. Hawkins and Tandem Resources Ltd. The Acquisition
Agreement provides for the Company to purchase certain mineral exploration
permits from Messrs. Ferderber and Hawkins. Such permits cover 469.05 square
kilometers in the Torngat fields in northwest Quebec, Canada, on the eastern
shore of Ungava Bay. As consideration for the acquisition of these permits, the
Company has issued 1,000,000 shares of its common stock to each of Messrs.
Ferderber and Hawkins and has paid $35,000 Canadian to Mr. Hawkins and $25,000
Canadian to Mr. Ferderber.

    In addition, the Acquisition Agreement further provides for an option to
Tandem Resources Ltd., to purchase 40% of the properties covered by the permits
conditioned on (i) the Company expending $5,000,000 Canadian on exploration of
the properties; (ii) Tandem paying the Company $2,000,000 Canadian and (iii) the
Company and Tandem entering into a joint venture agreement to operate the
properties within 60 days of the Company demonstrating expenditure of $5,000,000
Canadian on exploration of the properties. In addition, the Company will have
twenty-one (21) days from the date it notifies Tandem that it has expended
$5,000,000 Canadian on exploration of the properties, to negotiate a financing
agreement with Tandem to provide Tandem with the $2,000,000 Canadian required to
exercise the option. Should no agreement be reached in the twenty-one (21) day
period, the Company's right to provide this financing shall expire. Also, upon
the closing of the acquisition, the Company assigned to Messrs. Ferderber and
Hawkins a one (1%) percent interest in the Net Smelter Returns of the
properties, half of which is payable over the first $50,000,000 Canadian in
revenues from the properties. This interest in the Net Smelter Returns
terminates once Ferderber and Hawkins have received, in the aggregate,
$10,000,000 Canadian.

    In connection with the Acquisition Agreement, Mr. Ferderber has executed an
agreement with the Company, as of June 20, 2000 which transfers mineral rights
over all of the properties to the Company.

    The Company has entered into a Prospecting and Survey Agreement with
Prospecting Geophysics Ltd. dated November 20, 2000, whereby Prospecting
Geophysics Ltd. will act as the project manager for the Company's mineral
exploration operations. Peter Ferderber is the President of Prospecting
Geophysics Ltd. Under the agreement, the Company is to pay for Mr. Ferderber's
services at a rate of $500 per day, on days that he personally attends the
properties, in addition to reimbursing all expenses incurred by Prospecting
Geophysics on behalf of the Company. Mr. Ferderber anticipates attending the
properties approximately five to seven days every month. Prospecting Geophysics
is required under the agreement to conduct prospecting and surveying activities
on behalf of the Company. The agreement has a term of eighteen (18) months with
automatic renewal unless either party gives 30 days' notice of its intent to
terminate.

    The Company believes that the terms of the above transactions are on terms
at least as favorable to the Company as could have been obtained from arms-


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length negotiations with unrelated third parties.

Item 13. Exhibits and Reports on Form 8-K

    There were no Current Reports on Form 8-K filed by the Registrant during the
fourth quarter of the calendar year ended December 31, 2000.

Exhibits

Number   Description of Document
------   -----------------------

3.1*     Articles of Incorporation as filed on April 24, 2000

3.2*     Bylaws of Diamond Discoveries International Corp.

10.1**   Acquisition Agreement dated September 12, 2000 between the Company and
         Peter Ferderber, Stanley Hawkins and Tandem Resources Ltd.

10.2*    Prospecting and Survey Agreement between Prospecting Geophysics Ltd and
         the Company dated August 14, 2000.

10.3*    Transfer of Mining Rights between Peter Ferderber and the Company dated
         June 20, 2000.

10.4**   Option Agreement between Diamond Discoveries International Corp. and
         Tandem Resources Ltd. dated September 12, 2000.

10.5**   Revised Prospecting and Survey Agreement between Prospecting Geophysics
         Ltd. and the Company dated November 20, 2000.

23.1*    Consent of Lavery, de Billy for the Title Opinion of the Mining
         Exploration Permits.

99.1*    Title opinion of Lavery, de Billy on the Mining Exploration Permits.


* Previously filed on September 21, 2000 as part of the Company's Registration
Statement on Form 10-SB, File No. 0-31585.

** Previously filed on December 1, 2000 as part of the Company's Amended
Registration Statement on Form 10-SB, File No. 0-31585.


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<PAGE>   30

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Diamond Discoveries International Corp.


By:   /s/ Teodosio V. Pangia
      --------------------------------------
      Teodosio V. Pangia, CEO

Dated: March 30, 2001

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

By:   /s/ Teodosio V. Pangia
      --------------------------------------
      Teodosio V. Pangia, CEO and Chairman
      and Director

Dated: March 30, 2001

By:   /s/ Thomas Franzone
      --------------------------------------
      Thomas Franzone, Secretary and Treasurer

Dated: March 30, 2001



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