<PAGE>

                       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

            [X]          ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2002

                              Commission File #0-29461

                        DIAMOND INTERNATIONAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware

         (State or other jurisdiction of incorporation or organization)

                                   73-1556428
                      (IRS Employer Identification Number)

                 6 COMMERCIAL STREET, HICKSVILLE, NEW YORK 11801
               (Address of principal executive offices )(Zip Code)

                                 (516) 433-3800
               (Registrant's telephone no., including area code)

(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.

Yes   [X]     No [   ]



<PAGE>



Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the 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. ( )

Revenues for year ended December 31, 2002: $11,782,657

Aggregate market value of the voting common stock held by  non-affiliates of the
registrant as of March 27, 2003, was: $1,175,386.70.

Number of shares of the registrant's common stock outstanding as of March 27,
2003 is: 28,805,071

Transfer Agent as of March 27, 2003:

                     Olde Monmouth Stock Transfer Co., Inc.
                         77 Memorial Parkway, Suite 101
                      Atlantic Highlands, New Jersey 07716



<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS

COMPANY. Diamond International Group, Inc. was formed in Delaware on November 5,
1998. In January 1999, it acquired H.Y. Applied Inter-data Services, Inc.
("Hyaid"), a company engaged in the direct mail industry. The Internet income of
the direct mail industry alone is upwards of 2 billion dollars in revenue and
doubling each year. Hyaid is one of the largest company's in the direct mail
servicing industry with respect to the specific and unique services provided.

Although the average yearly sales of Hyaid range between 7 and 12 million
dollars annually, it processes and collects between one hundred and one hundred
and fifty million dollars of revenue on behalf of its clients. The software
developed by Hyaid is proprietary and unique and is without rival in its
originality, flexibility and modularity. The Officers and Directors of the
Company are familiar with and understand the direct mail industry. The Company
structure will remain small through the use of carefully selected consultants,
contractors and service companies.

Hyaid's customer service systems, reporting systems and knowledge of the
workings of the direct mail industry are without equal. Hyaid has, in addition
to its servicing business, developed, owned, operated and sold many lucrative
and profitable mail order entities. Its knowledge of both sides of the mail
order industry enables it to offer a more comprehensive and unique approach to
the needs of the mail order industry.

The written documentation explaining each function performed by every department
and each program within the network of data processing systems does not exist
within the structure of any of the other services in the direct mail industry.

Hyaid has developed unique approaches and systems software applications using
the Internet and individual web sites of its clients. Its list of clients
include some of the largest companies in the mail order service industry.

DIAMOND INTERNATIONAL GROUP, INC. The Company, through its wholly owned
subsidiary, Hyaid, is headquartered in Hicksville, New York, and maintains all
business functions in the New York area. Primary corporate functions include
business support, financial control, technology, production and technical
support. Its wholly owned subsidiary, Hyaid has been a leader in providing order
processing services to the Direct Marketing Industry for over 30 years. It is
continually modifying and enhancing its existing systems, as well as developing
new systems, to meet the ever-changing requirements of new and unique marketing
concepts. These systems are described below:

CONTINUITY AND OTHER TYPES OF AUTOMATIC SHIPMENT PLANS.  These
------------------------------------------------------
include full and split load-ups, installment and coupon book billing, variable
shipment pricing, open-ended shipment series, sophisticated credit policies
based on prior payment history, and adjustable shipping intervals. Predetermined
and/or wheel concept shipping philosophies can easily be set up.

NEGATIVE OPTION PROGRAMS - In addition to the above features, capabilities exist
for announcing dual or multiple titles during each cycle, and for processing
alternates and additionals accordingly. Predetermined and "Wheeled" current

<PAGE>

selection announcement patterns are also available, as well as enforcement of
contract/commitment based on the enrollment offer.

CATALOG, MINI-CATALOG AND ONE-SHOT PROGRAMS - These systems contain
--------------------------------------------
inventory and back order reporting and notification capability, add-on sales and
installment billing, if desired. Several types of orders -- ship to-bill to,
size, color, and quantity discounts -are also easily accommodated, as well as
coupon book billing.

STAMPSHEET PROCESSING PROGRAMS - These systems have the capability of
-------------------------------
processing stampsheet orders for multiple items, and making sophisticated credit
decisions and payment probability assignments, based on formulas combining the
number and dollar value of products ordered with demographic data. Processing
features include pre-billing credit rejected orders, installment payment
options, and billing effort response analysis to maximize revenue.

ANNUAL SHIPMENT PROMOTIONS - These systems include enrollment processing,
product personalization, negative option renewal efforts, pre-screening credit
card accounts via interfacing with banks and credit card agencies, conversion
option to direct billing for credit card declined accounts and comprehensive
analysis of annual member retention and performance.

Virtually any fulfillment solution is achievable using one of our systems. We
also provide a full range of clerical support services on behalf of our clients,
including caging, credit card processing and electronic transmission, data
entry, letter shop and customer service. Our customer service operation features
on-line transaction processing using access to a customer's complete history,
inbound 800 phone service with comprehensive management statistics, ability to
record and retrieve comments pertaining to phone calls and letters, and
qualification of all types of correspondence to highlight trends and areas of
concern.

Finally, our account management team acts for clients in implementing new
procedures, setting up and monitoring tests, and from time to time making
recommendations to help improve client's overall profitability.

The Merge Purge Division of Hyaid provides the following major processing
services:

1. DUPLICATION ELIMINATION- a system that provides a means for identifying and
removing duplicate names between house-owned lists and rented mailing lists as
well as suppression files.


<PAGE>




2. DATABASE MAINTENANCE AND LIST FULFILLMENT- a highly specialized and
sophisticated methodology of tracking and segmenting the recency, frequency, and
various trends of any type of consumer.

3. LIST ENHANCEMENTS-a service that applies specific overlays to lists
indicating demographics, clustering or other modeling indicators.

The Merge Purge Division also provides the following additional services: Postal
Presorting, Address Standardization, Zip + 4 + 2 (Delivery Point) Coding,
Computer Letter Printing and Laser Printing and Customized Database Programming.

Hyaid's Merger Purge Division is a Cass Certified list processing facility that
provides a specific kind of data processing service to companies which use any
of the direct response media to promote products or services. Hyaid's turnkey
services include converting hard disk and/or magnetic tape names and addresses
and other information into a readable magnetic tape medium usable for future
segmentations and data manipulations. Hyaid's specialization is marketed not
only to direct marketing companies but includes other industries such as
banking, insurance, and finance.

Hyaid's Entry Division provides their customers with the following data entry
services:

               1. Name/Address Keying
               2. Numeric Keying
               3. Direct  Mail   Questionnaires,   Catalog   Responders,   Data
                  Compilation
               4. Inventory Management 5. Any project requiring Data Entry.

Hyaid's data entry division can service all keying requirements with our
state-of the-art key entry computer systems network. Our main facility features
a full complement of terminals in a modem, suburban setting, running 24 hours a
day, seven days a week. Our turnaround is what many have called "the fastest in
the business." We can accommodate double or triple any volume you may have
between our main and back-up facility minutes away. Free pick- up and delivery
service is just one of the many extras you may enjoy as a Hyaid data entry
client.

Competition. Hyaid is one of the strongest competitor in its industry niche due
to its ability to identify and utilize, in a timely manner, the best proven
technology in the industry today. It is positioned to quickly analyze and invest
in attractive projects that meet its financial criteria. Diamond will continue
to differentiate itself by consistently selecting and investing in projects that
produce attractive returns at a reasonable investment level. Availability of
high quality project data, production infrastructure and environmental
safeguards will continue to be major factors when grading investment
opportunities. Risk management will continue to be a major factor in all of our
business decisions.


ITEM 2. DESCRIPTION OF PROPERTY

We presently lease space at 6 Commercial Street, Hicksville, New York as
follows:

1. Building 6: approximately 10,000 square feet; rental of $6,433 per month;
lease term from May 2000 until April 2005.


<PAGE>

2. Building 7: approximately 10,000 square feet(we sublease approximately 2,400
square feet); rental of $6,250 per month (we receive $2,000 per month from our
sublease); lease term from March 2002 until February 2007.

3. Building 12: approximately 20,300 square feet (we sublease approximately
4,500 square feet); The lease term from March 2003 until February 2008 and the
rental payments are follows:

     A.   $13,702.50 per month for the twelve months ending February 2004(we
          receive $3,937.50 per month from our sublease for the same period),

     B.   $14,125.42 per month for the twelve months ending February 2005(we
          receive $4,326.98 per month from our sublease for the same period),

     C.   $14,548.33 per month for the twelve months ending February 2006(we
          receive $4,467.75 per month from our sublease for the same period),

     D.   $14,971.25 per month for the twelve months ending February 2007(we
          receive $4,608.63 per month from our sublease for the same period),

     E.   $15,428.00 per month for the twelve months ending February 2008(we
          receive $4,749.50 per month from our sublease for the same period);

ITEM 3.  LEGAL PROCEEDINGS

No court or governmental agency has assumed jurisdiction over any substantial
part of the Company's business or assets.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE


<PAGE>

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On March 27, 2003, there were approximately 1,455 shareholders of record of our
common stock. Based on information received from brokers and others in fiduciary
capacities, we estimate that the total number of shareholders of our common
stock exceeds 1,455. Our shares of common stock are currently traded on the OTC
Electronic Bulletin Board under the symbol "DMDI."

The reported high and low bid prices for our common stock are shown below for
each quarter since December 2000 when we commenced our quotation on the OTC
Bullentin Board. The high and low bid price for the periods are quotations from
the OTC BB. The quotations reflect inter-dealer prices and do not include retail
mark-ups, mark-downs or commissions. The prices do not necessarily reflect
actual transactions.


Period                              HIGH BID         LOW BID
--------                            -------------    ------------

2000
Fourth Quarter
(December 2001 only)                 2.00              0.50

2001
First Quarter                        1.09              0.31
Second Quarter                       0.58              0.24
Third Quarter                        0.30              0.11
Fourth Quarter                       0.23              0.09

2002

First Quarter                        0.16              0.04
Second Quarter                       0.19              0.04
Third Quarter                        0.18              0.06
Fourth Quarter                       0.25              0.10

2003

First Quarter (as of 3/26/03)        0.30              0.17

DIVIDENDS

Any payment of cash dividends in the future will be dependent upon: the amount
of funds legally available therefore; our earnings; financial condition; capital
requirements; and other factors which our Board of Directors deems relevant.


<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward-Looking Statements
--------------------------

Forward-looking statements, based on management's current views and assumptions,
are made  throughout the  Management's  Discussion and Analysis and elsewhere in
this report to  stockholders.  These statements are subject to certain risks and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
historical  results and those  presently  anticipated  or  projected.  Among the
factors  that may affect  operating  results are the  following:  success of the
Company's  change  in  focus,  competitive  environment,  and  general  economic
conditions.

Results of Operations
------------------------------------

                                    Years Ended December 31,
                                 2002                      2001
                                 ----                      ----

     Net Sales             $11,782,657             $   7,539,992

     Cost of Operations    $ 7,843,574             $    5,366,318

     Gross Profit          $ 3,939,083             $    2,173,674

     Selling, General and  $ 1,943,304             $    1,579,955
     Administrative
     Expenses

Revenues from operations during the year ended December 31, 2002 were
$11,782,657, as compared to $7,539,992 for the year ended December 31, 2001. The
increase in sales was due to the increase in certain client's programs, in
addition to the expansion of correspondence business from the utilization of
proprietary technology in our call center from other selected clients.

Gross profits for the year ended December 31, 2002 improved as a percentage of
sales to 33.4%. This is a 4.6 point increase from the 28.8% reported for the
year ended December 31, 2001. The gross profit improvement is attributable to
spreading the fixed direct cost over the greater revenue volumes, in addition to
the benefits of the proprietary "Home-run system" that provides a competitive
advantage by using remote customer service representatives in our call center
operations.

Selling, general and administrative expenses increased to $1,943,304 for the
year ended December 31, 2002 as compared to $1,579,955 for the year ended
December 31, 2001. The increase in expenses were primarily the result of
increase sales activity in commissions, promotions, and recruiting fees due to
the growth in gross billings for the year.

Liquidity
------------------------
                                      Year Ended December 31,
                                     2002                 2001
                                     ----                 ----
     Net Cash (Used in)
         Provided by Operations      $420,107           $ (107,527)

     Working Capital                 $621,644           $ (261,000)


<PAGE>

Net cash flows from operations increased from $(107,527) during the year ended
December 31, 2001 to $420,107 during the year ended December 31, 2002. This
increase was primarily due to the flow through of profits generated by the
increased revenues which was partly offset by the increase in accounts
receivable as a result of the timing of collections.

The Company had a working capital surplus of $621,644 as of December 31, 2002 as
compared to a working capital deficit of $261,000 as of December 31, 2001. This
improvement in working capital is primarily due to the Company's increase in
trade receivables as a result of the increase in sales volumes.

Future Outlook
--------------

The Company is aggressively looking for profitable companies to acquire as well
as to joint venture and/or partner with all in the direct mail marketing sales
and servicing industry. The businesses that the Company acquires, joint venture
and/or partners with will be mainly in the area of product sales either in the
direct mail, space, internet, infomercial and other large-scale consumer
penetration mediums. This is the most natural fit, given the experiences of
management in the success running of types of businesses and the proprietary
software and systems developed to service these businesses. In addition, the
Company is in the process of expanding its operations to include the licensing
of its custom service software. Currently, the Company has a contract to license
this software to a major credit and collections company and anticipates entering
into additional contracts in the near future.



<PAGE>


ITEM 7. FINANCIAL STATEMENTS

The financial  statements of the Company,  together with the report of auditors,
are as follows:

                        Diamond International Group, Inc.

                              Financial Statements

                           December 31, 2002 and 2001



                        Diamond International Group, Inc.

                                Table of Contents

                           December 31, 2002 and 2001
                                                                           PAGE

     Independent Auditors' Report.......................................     1


     CONSOLIDATED FINANCIAL STATEMENTS


         Consolidated Balance Sheets....................................     2


         Consolidated Statements of Operations..........................     3


         Consolidated Statements of Stockholders' Equity................     4


         Consolidated Statements of Cash Flows..........................     5


         Notes to Consolidated Financial Statements.....................   6-12



<PAGE>

                          Independent Auditors' Report


To the Stockholders of
Diamond International Group, Inc.


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Diamond
International  Group,  Inc.  as of December  31, 2002 and 2001,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years then ended.  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 audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards.  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 audits provide 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  International  Group,
Inc. as of December 31, 2002 and 2001, and the results of its operations and its
cash flows for the years then ended in conformity with U.S.  generally  accepted
accounting principles.

As  discussed  in  Note  8 to the  consolidated  financial  statements,  Diamond
International  Group, Inc. generates  significant revenues from a limited number
of clients.




Hicksville, New York
March 5, 2003
(Except for Note 8, as to which
  the date is March 18, 2003)


                                        1
<PAGE>



                        Diamond International Group, Inc.
                           Consolidated Balance Sheets
                                  December 31,


<TABLE>
<CAPTION>

                                                       ASSETS


                                                                                 2002                  2001
                                                                         --------------------------------------------

CURRENT ASSETS
<S>                                                                      <C>                   <C>
   Cash and cash equivalents                                             $        295,945      $         36,818
   Accounts receivable                                                          3,129,595             1,738,896
   Prepaid expenses                                                                51,348                45,144
                                                                           --------------------  --------------------

            Total current assets                                                3,476,888             1,820,858
                                                                           --------------------  --------------------

FIXED ASSETS
   Furniture and fixtures                                                          91,266                87,914
   Machinery and equipment                                                        998,404               789,813
   Leasehold improvements                                                         873,352               870,078
   Delivery equipment                                                              10,404                10,404
   Equipment under capital leases                                               1,307,399             1,201,718
                                                                           --------------------  --------------------
                                                                                3,280,825             2,959,927
    Less:  accumulated depreciation and amortization                           (1,582,187)           (1,236,025)
                                                                           --------------------  --------------------

            Fixed assets, net                                                   1,698,638             1,723,902
                                                                           --------------------  --------------------

OTHER ASSETS
   Goodwill, net                                                                   84,973                84,973
   Security deposits and other assets                                              66,573                46,356
                                                                           --------------------  --------------------

            Total other assets                                                    151,546               131,329
                                                                           --------------------  --------------------

                Total assets                                              $     5,327,072       $     3,676,089
                                                                           ====================  ====================

</TABLE>
                                        LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                       2002               2001
                                                                                 -------------------------------------

CURRENT LIABILITIES
<S>                                                                              <C>               <C>
   Line of credit                                                                $       1,399,159 $        1,200,008
   Obligations under capital leases - Current                                              133,727            117,278
   Accounts payable                                                                        329,935            365,122
   Accrued expenses and taxes                                                              966,802            384,781
   Deferred tax liability                                                                   25,621             15,040
                                                                                   ----------------  -----------------

         Total current liabilities                                                       2,855,244          2,082,229
                                                                                   ----------------  -----------------

LONG-TERM LIABILITIES
   Obligations under capital leases - Long-term                                            109,810            173,592
   Deferred tax liability                                                                  321,771            315,829
                                                                                   ----------------  -----------------

         Total long-term liabilities                                                       431,581            489,421
                                                                                   ----------------  -----------------

            Total liabilities                                                            3,286,825          2,571,650
                                                                                   ----------------  -----------------

COMMITMENTS AND CONTINGENCIES - Note 5

STOCKHOLDERS' EQUITY

   Common stock - $.0001 par value; 100,000,000 shares authorized                            2,880              2,865
   Additional paid-in capital                                                            2,024,822          2,016,737
   Retained earnings (accumulated deficit)                                                  82,985          (844,723)
   Notes receivable from stock sales                                                      (70,440)           (70,440)
                                                                                   ----------------  -----------------

            Total stockholders' equity                                                   2,040,247          1,104,439
                                                                                   ----------------  -----------------

              Total liabilities and stockholders' equity                         $       5,327,072 $        3,676,089
                                                                                   ================  =================
</TABLE>


                                        2
<PAGE>



                                         Diamond International Group, Inc.
                                       Consolidated Statements of Operations
                                          For the Years Ended December 31,



<TABLE>
<CAPTION>
                                                                                   2002                 2001
                                                                           ------------------------------------------

<S>                                                                        <C>                  <C>
Revenue                                                                    $         11,782,657 $          7,539,992

Cost of operations                                                                    7,843,574            5,366,318
                                                                             -------------------  -------------------

Gross profit                                                                          3,939,083            2,173,674

Selling, general and administrative expenses                                          1,943,304            1,579,955
                                                                             -------------------  -------------------

Income before other expenses                                                          1,995,779              593,719
                                                                             -------------------  -------------------

Other expenses
    Interest expense                                                                    161,074              180,178
    Depreciation and amortization                                                       346,162              370,077
                                                                             -------------------  -------------------

            Total other expenses                                                        507,236              550,255
                                                                             -------------------  -------------------

Income before income tax provision (benefit)                                          1,488,543               43,464

Income tax provision (benefit)                                                          560,835              (2,789)
                                                                             -------------------  -------------------

            Net income                                                     $            927,708 $             46,253
                                                                             ===================  ===================

   Basic and diluted earnings per common share                             $               0.03 $               0.00
                                                                             ===================  ===================

Weighted average common shares used in computing
basic and diluted earnings per common share                                          28,767,553           26,405,000
                                                                             ===================  ===================

</TABLE>


                                        3
<PAGE>

                        Diamond International Group, Inc.
                 Consolidated Statements of Stockholder's Equity
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>


                                                                        Additional  Notes
                                                Common      Paid-In    Accumulated  Receivable
                                   Shares       Stock       Capital      Deficit    from Stock Sales   Total
                                 ------------------------------------------------------------------------------

<S>                                     <C>          <C>          <C>          <C>           <C>           <C>
Balance at January 1, 2001       23,005,000 $    2,300 $   1,550,237 $  (890,976) $     (315,000)   $  346,561


Proceeds from notes receivable            -            -            -            -       244,560       244,560


Issuance of common stock          5,650,000          565      466,500            -             -       467,065


Net income                                -            -            -       46,253             -        46,253
                                 ----------   ----------   ----------   ----------    ----------    ----------

Balance at December 31, 2001     28,655,000        2,865    2,016,737     (844,723)      (70,440)    1,104,439


Issuance of common stock            150,071           15        8,085            -             -         8,100


Net income                                -            -            -      927,708             -       927,708
                                 ----------   ----------   ----------   ----------    ----------    ----------

Balance at December 31, 2002     28,805,071   $    2,880   $2,024,822   $   82,985    $  (70,440)   $2,040,247
                                 ==========   ==========   ==========   ==========    ==========    ==========
</TABLE>

<PAGE>

                                         Diamond International Group, Inc.
                                       Consolidated Statements of Cash Flows
                                          For the Years Ended December 31,

<TABLE>
<CAPTION>


                                                                                     2002                2001
                                                                             ----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                          <C>                  <C>
   Net income                                                                $            927,708 $           46,253
                                                                               -------------------  -----------------

   Adjustments  to  reconcile  net  income  to net cash  provided  by (used  in)
     operating activities:
       Depreciation and amortization                                                      346,162            370,077

       Provision for uncollectible accounts                                                53,068                  -
       Changes in assets and liabilities:
         Accounts receivable                                                          (1,443,767)          (470,218)
         Prepaid expenses                                                                 (6,204)              5,584

         Security deposits and other assets                                              (20,217)                335
         Accounts payable                                                                (35,187)           (82,799)
         Accrued expenses and taxes                                                       582,021             26,030
         Deferred tax liability                                                            16,523            (2,789)
                                                                               -------------------  -----------------
            Total adjustments                                                           (507,601)          (153,780)
                                                                               -------------------  -----------------

            Net cash provided by (used in) operating activities                           420,107          (107,527)
                                                                               -------------------  -----------------


CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of fixed assets                                                            (215,039)          (170,288)
                                                                               -------------------  -----------------


CASH FLOWS FROM FINANCING ACTIVITIES
   Net borrowings on line of credit                                                       199,151            325,202
   Principal payments of capital lease obligations                                      (153,192)          (210,868)

   Proceeds from issuance of common stock                                                   8,100                565

   Proceeds from notes receivable                                                               -            244,560

   Repayments of loans payable - Stockholders                                                   -           (55,702)
                                                                               -------------------  -----------------

            Net cash provided by financing activities                                      54,059            303,757
                                                                               -------------------  -----------------

Net increase in cash and cash equivalents                                                 259,127             25,942

Cash and cash equivalents - Beginning of year                                              36,818             10,876
                                                                               -------------------  -----------------

Cash and cash equivalents - End of year                                      $            295,945 $           36,818
                                                                               ===================  =================

SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid                                                             $            138,594 $          176,348
                                                                               ===================  =================
   Income taxes paid                                                         $                898 $            2,082
                                                                               ===================  =================
   New capital lease obligations                                             $            105,859 $           98,250
                                                                               ===================  =================
</TABLE>

                                        4
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Business
     ------------------

     Diamond International Group, Inc. ("Diamond") was incorporated on November
     5, 1998 for the express purpose of acquiring all of the outstanding common
     stock of H. Y. Applied Inter-Data Services, Inc. ("Hyaid"). Hyaid operates
     a computerized order fulfillment service for clients in the direct mail
     order business.

Principles of Consolidation
---------------------------

     The consolidated financial statements include the accounts of Diamond and
     Hyaid (together, the "Company"). All significant intercompany accounts and
     transactions have been eliminated.

     Use of Estimates
     ----------------

     The preparation of the financial statements in conformity with U.S.
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the amounts reported in the financial
     statements and accompanying notes. Actual results could differ from those
     estimates.

     Financial Instruments
     ---------------------

     All financial instruments are carried at amounts that approximate fair
     value.

     Cash and Cash Equivalents
     -------------------------

     The Company considers all short-term investments with an original maturity
     of three months or less to be cash equivalents.

     Accounts Receivable
     -------------------

     The accounts receivable arise in the normal course of business. It is the
     policy of management to review the outstanding accounts receivable at year
     end, as well as the bad debt write-offs experienced in the past, and
     establish an allowance for doubtful accounts for uncollectible amounts.
     After exhausting all collection efforts, if in management's opinion, an
     account is still unable to be collected, it is written off against the
     allowance. Based on its review, management has determined that no allowance
     for doubtful accounts is necessary at December 31, 2002 and 2001. However,
     see Note 8, "Concentration of Credit Risk" for further discussion of
     significant clients.

     Fixed Assets and Leases
     -----------------------

                                        5
<PAGE>

     Fixed assets are recorded at cost and are depreciated using the
     straight-line method over the estimated useful lives of the assets,
     generally 3 to 25 years. Computer and office equipment that are acquired
     under leases that meet certain criteria evidencing substantive ownership by
     the Company are capitalized and the related capital lease obligations are
     included in current and long-term liabilities. Related amortization and
     interest are charged to expense over the lease term. Leases not meeting the
     criteria are accounted for as operating leases, with rent payments being
     charged to expense as incurred.

                                        6
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Internal Use Software
     ---------------------

     The Company follows the provisions of Statement of Position 98-1 to account
     for the costs of computer software developed or obtained for internal use.
     For the years ended December 31, 2002 and 2001, all costs incurred have
     been for the "application development stage" of the software's development.
     Accordingly, such costs have been capitalized as part of fixed assets and
     are being amortized using the straight-line method over five years.

     Revenue Recognition
     -------------------

     Revenue is recorded upon the performance of fulfillment and other services
     for the Company's clients. Revenue from reimbursable expenses is recorded
     in the same period as the corresponding expenses.

     Advertising
     -----------

     The Company expenses advertising costs as they are incurred. For the years
     ended December 31, 2002 and 2001, advertising costs amounted to $13,833 and
     $4,498, respectively.

     Income Taxes
     ------------

     The Company applies the provisions of Statement of Financial Accounting
     Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109
     requires a company to recognize deferred tax liabilities and assets for the
     expected future tax consequences of events that have been recognized in a
     company's financial statements or tax returns. Under this method, deferred
     tax liabilities and assets are determined based on the difference between
     the financial statement carrying amounts and tax bases of assets and
     liabilities using enacted tax rates in effect in the years in which the
     differences are expected to reverse. Differences between taxable income and
     income for financial statement purposes result from the recognition of
     certain income and expense items for tax purposes in periods which differ
     from those used for financial statement purposes.

     Earnings per Share
     ------------------

     The calculation of earnings per share is based upon the weighted average
     number of common shares outstanding. There is no difference between basic
     and diluted earnings per share for the years ended December 31, 2002 and
     2001. For the year ended December 31, 2002, earnings per share before
     income taxes amounted to $.05; earnings per share before interest,
     depreciation and amortization and income taxes amounted to $.07.

     Recently Issued Accounting Standards
     ------------------------------------

     On June 29, 2001, the FASB issued SFAS No. 142, Goodwill and Other
     Intangible Assets. SFAS No. 142 eliminates the amortization of goodwill and
     indefinite-lived intangible assets and initiates an annual review for
     impairment. Identifiable intangible assets with determinable useful lives
     will continue to be amortized. See Note 2, "Goodwill, Net" in the
     accompanying consolidated financial statements for a discussion of the
     effect of adopting SFAS No. 142.

                                        7

<PAGE>




NOTE 2 - GOODWILL, NET

     Effective January 1, 2002, the Company adopted the provisions of SFAS No.
     142, "Goodwill, and Other Intangible Assets." SFAS No. 142 eliminates the
     amortization of goodwill and indefinite-lived intangible assets and
     initiates an annual review of these assets for impairment. Identifiable
     intangible assets with determinable useful lives will continue to be
     amortized. In accordance with SFAS No. 142, the Company ceased amortization
     of its goodwill balances. The Company currently does not have any
     indefinite-lived intangible assets or intangible assets that have finite
     useful lives. In accordance with SFAS No. 142, the Company is required to
     perform an impairment test of its existing goodwill within the first six
     months following adoption of SFAS No. 142. The Company completed step one
     of the impairment test under SFAS No. 142, and it is management's
     assessment that the carrying value of its goodwill is not in excess of its
     fair value at December 31, 2002; accordingly, impairment has not occurred.
     The accounting standard requires the presentation of a reconciliation of
     previously reported net income and earnings per share to the amounts
     adjusted for the exclusion of the goodwill amortization net of related tax
     effect.
<TABLE>
<CAPTION>

                                                 December 31, 2002          December 31, 2001
                                                 ------------------         ------------------
<S>                                              <C>                        <C>
Goodwill                                         $          95,000          $          95,000
Less:  accumulated amortization                            (10,027)                   (10,027)
                                                     --------------             --------------
            Goodwill, net                        $          84,973          $          84,973
                                                     ==============             ==============
</TABLE>

     Net income and income per share for 2001 as adjusted for the exclusion of
     amortization expense, were as follows:

<TABLE>
<CAPTION>

                                                                                               Impact of
                                                                                               Exclusion
                                                                                              of Goodwill
                                                    As Reported          As Adjusted       Amortization Expense
                                                ----------------     ----------------      --------------------
<S>                                             <C>                  <C>                   <C>
Income before income taxes                      $        43,464      $        43,464       $         -
  (as originally reported)
Adjustment for the exclusion
  of goodwill amortization                                    -                6,333               6,333
                                                    ------------         ------------         -----------------
Income before income taxes                               43,464               49,797               6,333
(Benefit) for income taxes                               (2,789)              (1,206)              1,583
                                                    ------------         ------------         -----------------
            Net income                          $        46,253      $        51,003       $       4,750
                                                    ============         ============         =================
Basic and diluted income per share              $          0.00      $          0.00       $       0.00
                                                    ============         ============         =================
</TABLE>

NOTE 3 - LINE OF CREDIT

     In August 2002, the Company secured a revolving line of credit agreement.
     The line is subject to a limit of 80% of eligible accounts receivable (as
     defined) with a maximum of $1,500,000.

                                        8
<PAGE>




NOTE 3 - LINE OF CREDIT (Continued)

     The line provides for interest payments monthly based upon the outstanding
     balance on the line at a rate equal to the one-month libor rate plus 2.75%.
     The underlying agreement requires the Company to maintain a tangible net
     worth of at least $1,200,000 and obtain written approval for (1)
     acquisitions of assets and stock of another entity, and (2) incurrence of
     other debt in excess of $100,000. The Company is currently in compliance
     with all covenants. Borrowings under the line are collateralized by all of
     the assets of the Company and are personally guaranteed by the Chief
     Executive Officer who is also a significant stockholder. The line expires
     on August 31, 2003 at which time, unless renewed, all unpaid principal and
     interest are due.

     Simultaneous with the commencement of the agreement, the Company drew
     sufficient funds to fully pay all amounts due under its former line of
     credit agreement.


NOTE 4 - RELATED PARTY TRANSACTIONS

     During the years ended December 31, 2002 and 2001, the Company paid
     compensation to the Chief Executive Officer and another officer (who is
     also a significant stockholder) in the aggregate amounts of $1,385,894 and
     $601,569, respectively. The 2002 compensation includes a fourth quarter
     bonus to the Chief Executive Officer in the amount of $500,000.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

     Leases
     ------

     The Company has entered into various non-cancelable capital lease
     agreements for computer and office equipment. The Company has also entered
     into non-cancelable operating lease agreements for their three operating
     facilities and computer equipment, and has entered into sub-lease
     agreements with unrelated parties to sub-lease a portion of their operating
     facilities. The leases expire in varying periods through 2008. Rent expense
     recorded under the operating leases, net of sublease income, amounted to
     $368,116 and $495,406 for the years ended December 31, 2002 and 2001,
     respectively.

     Future minimum capital lease payments at December 31, 2002 are as follows:

                                      Year Ended
                                      ----------

December 31, 2003                                            $    152,978
December 31, 2004                                                 93,994
December 31, 2005                                                 17,440
December 31, 2006                                                  7,664
                                                                ------------
Total minimum lease payments                                      272,076
Less:  amount representing interest                               28,539
                                                                ------------

        Present value of minimum lease payments              $    243,537
                                                                ============

     Accumulated amortization for assets under capital leases was $992,732 and
     $874,317 as of December 31, 2002 and 2001, respectively.

                                        9
<PAGE>


NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)

     Future minimum operating lease payments at December 31, 2002 are as
     follows:
<TABLE>
<CAPTION>

         Year Ended                   Minimum Rental            Minimum Sublease                Net
                                         Payments                    Income
-----------------------------       --------------------       -------------------       -------------------
<S>                                 <C>                        <C>                        <C>
December 31, 2003                   $       324,929            $       77,718             $      247,211
December 31, 2004                           325,444                       53,370                 272,074
December 31, 2005                           279,468                       53,370                 226,098
December 31, 2006                           259,226                       53,370                 205,856
December 31, 2007                           197,973                       53,370                 144,603
Thereafter                                  30,856                         8,895                 21,961
                                        ----------------           ---------------            --------------
                                    $      1,417,896           $      300,093             $     1,117,803
                                        ================           ===============            ==============
</TABLE>


NOTE 6 - PROFIT SHARING PLAN

     The Company maintains a 401(k) plan for substantially all full-time
     employees of the Company. Employer contributions are voluntary at the
     discretion of the board of directors. The Company did not contribute to the
     plan for the years ended December 31, 2002 and 2001.


NOTE 7 - INCOME TAXES

     Income tax provision (benefit) consists of the following:
<TABLE>
<CAPTION>

                                                                        Year ended December 31, 2002
                                                    ---------------------------------------------------------------------
                                                          Federal                   State                    Total
                                                    -------------------- --- -------------------- ---- ------------------
<S>                                                  <C>                     <C>                       <C>
Current tax provision                                $      452,282          $       128,436           $      580,718
Benefit of loss carryforwards                               (29,873)                  (6,533)                 (36,406)
                                                         ---------------         ----------------          --------------
   Total current tax provision                              422,409                  121,903                  544,312
Deferred tax provision (benefit)                             16,999                     (476)                  16,523
                                                         ---------------         ----------------          --------------
   Total income tax provision                        $      439,408          $       121,427           $      560,835
                                                         ===============         ================          ==============
</TABLE>

<TABLE>
<CAPTION>

                                                                        Year ended December 31, 2001
                                                    ---------------------------------------------------------------------
                                                          Federal                   State                    Total
                                                    --------------------     --------------------      ------------------
<S>                                                  <C>                     <C>                       <C>
Current tax provision                                $        6,520          $        3,814            $      10,334
Benefit of loss carryforwards                                (6,520)                 (3,814)                 (10,334)
                                                         ---------------         ----------------          --------------
   Total current tax provision                                 -                        -                        -
Deferred tax (benefit)                                       (2,145)                   (644)                  (2,789)
                                                         ---------------         ----------------          --------------
   Total income tax (benefit)                        $       (2,145)         $         (644)            $     (2,789)
                                                         ===============         ================          ==============
</TABLE>

     In connection with the benefit obtained from the use of loss carryforwards,
     the Company adjusted the valuation  allowance  recorded at the beginning of
     each year in the amount of the benefit obtained.

                                       10
<PAGE>




NOTE 7 - INCOME TAXES (Continued)

     A reconciliation  of the tax provision at the federal statutory rate to the
effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                          2002                    2001
                                                          ----                    ----
                                                    ----------------        ----------------
<S>                                                            <C>                     <C>
Tax provision at federal                                       34.0%                   34.0%
------------------------                            ----------------        ----------------
  statutory rate
----------------

                State income taxes                              6.1%                    7.3%
                ------------------                  ----------------        ----------------

      Meals and entertainment and penalties                     1.2%                   13.3%
      -------------------------------------         ----------------        ----------------
          Valuation allowance and other                      (  3.6%)                 (61.0%)
          -----------------------------             ----------------        ----------------
Effective tax rate                                           (37.7%)            ( 6.4%)
------------------                                  ================        ================
</TABLE>


     The  deferred  tax  liability  at  December  31,  2002  is  primarily  from
     differences between the financial statement and tax bases of fixed assets.


NOTE 8 - CONCENTRATION OF CREDIT RISK
-------------------------------------

     The Company performs fulfillment and other services for a limited number of
     clients. In 2002, approximately 46% and 41% of the Company's revenues,
     respectively, were derived from the two most significant clients.
     Approximately 33% and 54% of the Company's accounts receivable,
     respectively, are due from these clients.

     It has come to management's attention that one of these clients reported a
     net loss for the nine months ended September 30, 2002. It also reported
     that it was not in compliance with certain financial covenants required
     under its credit facility. Since the date of that report, the client's
     management informed the Company that it had cured the non-compliance and
     that it is currently in compliance with all covenants.

     The Company believes the accounts receivable from this client will be fully
     collected. The Company has procured a payment schedule to which, through
     March 18, 2003, the client has been in compliance. As of March 18, 2003,
     uncollected accounts receivable arising before December 31, 2002 that are
     still outstanding amounted to approximately $593,000. These receivables are
     scheduled to be collected in April 2003. The Company recently entered into
     a five-year contract with this client and is negotiating a long-term
     extension of the contract with the other significant client with which the
     Company currently has a one-year contract, automatically renewable in
     one-year increments unless cancelled by either party. Management is
     optimistic that such an extension will be secured and that the Company will
     continue to provide services to both of these significant clients.

     Revenue for the year ended December 31, 2001, and accounts receivable at
     December 31, 2001 from these two major clients on a combined basis amounted
     to 68% and 45% of total revenues and accounts receivable, respectively.



                                       11
<PAGE>




NOTE 9 - SUBSEQUENT EVENT

     In February 2003, the Company approved a formal stock repurchase program
     whereby the Company, at its discretion, may acquire shares of its common
     stock in the open market. The Company's acquisition of such stock has not
     been significant.







                                       12

<PAGE>




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
--------------------------------------------------------
ACCOUNTING AND  FINANCIAL DISCLOSURE
------------------------------------

Our accountant is Weisberg, Mole, Krantz & Goldfarb, LLP independent certified
public accountants. We do not presently intend to change accountants. At no time
has there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.






<PAGE>




PART III
--------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
---------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------

Our  directors  and  officers,  as of March 27, 2003,  are set forth below.  The
directors hold office for their  respective term and until their  successors are
duly elected and  qualified.  Vacancies  in the  existing  Board are filled by a
majority vote of the remaining directors.  The officers serve at the will of the
Board of Directors.

Name                                AGE          DIRECTOR/POSITION

Richard Levinson                    62           President
Michael McQuillan                   48           CFO
Barbara Cheney                      65           Vice President;Controller
Janine Levinson                     39           Vice President;Client Services


The following is a biographical summary of the directors and officers of the
Company:

RICHARD LEVINSON, 62, has been the President of the Company since January 29,
1999 when HYAID, Inc. became a wholly owned subsidiary of the Company. Mr.
Levinson has over 38 years experience in the direct mail industry. Mr. Levinson
owned and operated HYAID, Inc. which is a direct mail service which processes
orders for book clubs, record clubs, collectible clubs, catalogs and all related
processes. In such capacity his responsibilities include consulting, credit and
collection work, inbound telemarketing services, Internet processing, list
management, caging operations and statistical reporting in both marketing and
accounting areas. In addition, he is involved in the general management in all
facets of client marketing efforts. Prior to that time, he worked for six years


<PAGE>




as a programming manager and director of Data Processing for Grolier
Enterprises, which was a publicly traded direct mail company. In such
employment, he designed and programmed all of the mail order processing systems
from order entry through billing, shipping, statistical marketing and financial
reporting.

MICHAEL MCQUILLAN, 48, has been CFO and Vice President of the Company since
February 11, 2002. Mr. McQuillan has over 20 years experience in finance,
international and domestic operations, mergers and acquisition within the
Telecommunications, Technology, and Consumer Products Distribution industries.
Prior to joining the Company, Mr. McQuillan served as CFO and Executive Vice
President of Operations with Lanco Solutions, Inc., where Mr. McQuillan headed
up the merger and acquisition strategies for worldwide operations. Before Lanco
Solutions, Mr. McQuillan served as Corporate Controller and interim CFO for
Arbinet Communications, Inc. where he help launch one of the first successful
global telecom exchanges.

BARBARA CHENEY, 65, has been Vice President and Controller of the Company since
January 29, 1999. Ms. Cheney has over 42 years experience in the direct mail
industry. For 30 years, Ms. Cheney worked in various departments of HYAID. She
was responsible for outlining each department's budget, all payroll and
hospitalization functions, client billing, book and record keeping and general
administrative functions. Prior to that time, she was employed by Grolier
Enterprises where her responsibilities included the management of the computer
control department. The control department reconciled all production runs
submitted to the computer department from the input department and balances from
all output created by the department. She managed a large control staff and
trained all personnel.

JANINE LEVINSON, 39, has been Vice President of Client Services of the Company
since January 29, 1999. Ms. Levinson has over 16 years experience in the direct
mail industry. For 14 years, she was employed by HYAID and initially managed
Merge Purge (list and life maintenance), a division of HYAID. Her
responsibilities at HYAID include working closely with clients to set up all
procedures with respect to their direct marketing efforts. She also consults
with clients in an operations, marketing and credit capacity. She is responsible
for the client service department, the control department personnel and the
entire Merge Purge division of HYAID. Prior to working for HYAID, she was a
manager for Fulfillment Associates for two years. Initially she managed a shift
of inserting machine operations and then she managed the Merge Purge division
(list management) at Fulfillment Associates.


<PAGE>

The Directors named above will serve until the next annual meeting of the
shareholders of the Company in the year 2003. Directors will be elected for one
year terms at each annual shareholder's meeting. Officers hold their positions
at the appointment of the Board of Directors.

CERTAIN LEGAL PROCEEDINGS
-------------------------

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

The following information relates to compensation received by our officers in
1998, 1999, 2000, 2001 and 2002.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                           --------------------------


                                                                LONG-TERM COMPENSATION
                                                                ----------------------
                                  ANNUAL COMPENSATION            RESTRICTED     SECURITIES
NAME AND PRINCIPAL                                               STOCK          UNDERLYING
POSITION                      YEAR      SALARY ($)   BONUS       AWARDS         OPTIONS
--------                      ----      ----------   -----       ------         -------

<S>                          <C>      <C>         <C>                    <C>       <C>
RICHARD LEVINSON             2002     $375,000    $861,305               0         0
President                    2001     $375,000    $101,562               0         0
                             2000     $411,095          0                0         0
                             1999     $138,600    $96,000                0         0
                             1998     $235,700          0                0         0
MICHAEL MCQUILLAN
CFO/Vice President           2002     $ 88,467          0                0         0
                             2001     $      0          0                0         0

BARBARA CHENEY               2002      $81,798          0                0         0
Vice President/Controller    2001      $81,095          0                0         0
                             2000      $88,000          0                0         0
                             1999      $81,375          0                0         0
                             1998      $88,000          0                0         0

JANINE LEVINSON              2002     $149,589          0                0         0
Vice President               2001     $125,008          0                0         0
                             2000     $125,000          0                0         0
                             1999     $101,038          0                0         0
                             1998     $ 85,000          0                0         0
</TABLE>


<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The following table sets forth as of December 31, 2002, information with respect
to the beneficial ownership of the Company's Common Stock by (i) each person
known by the Company to own beneficially 5% or more of such stock, (ii) each
Director of the Company who owns any Common Stock, and (iii) all Directors and
Officers as a group, together with their percentage of beneficial holdings of
the outstanding shares.

<TABLE>
<CAPTION>

                                            Number of Shares of
Name of Beneficial Owner/                   Common Stock               % of Beneficial
IDENTITY OF GROUP                           BENEFICIALLY OWNED         OWNERSHIP
-----------------                           ------------------         -----------------

<S>                                         <C>                        <C>
Richard Levinson                            18,462,404                 63.96%

Barbara Cheney                                       0                     0%

Michael McQuillan                                    0                     0%

Janine Levinson                              5,000,000                 17.35%

All Executive Officers and Directors
as a Group (4 persons)                      23,462,404                 81.45%
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------

None



<PAGE>

PART IV
-------

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

(a)  The following documents are filed as part of this report:

1.   Financial  statements;  see index to financial  statement  and schedules in
     Item 7 herein.

2.   Financial  statement  schedules;  see  index to  financial  statements  and
     schedules in Item 7 herein.

3.   Exhibits: None


(b)  Reports on Form 8-K. None



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                        DIAMOND INTERNATIONAL GROUP, INC.

                        By:/s/ RICHARD LEVINSON
                        -----------------------------------
                                RICHARD LEVINSON
                                President, Chief Executive Officer
                                and Director

Dated: March  27, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Name                                TITLE                         DATE
                                    -----                         ----

/s/ RICHARD LEVNISON               Chief Executive Officer,      March 27, 2003
---------------------------        President and Director
    RICHARD LEVINSON

/s/ BARBARA CHENEY                 Vice President                March 27, 2003
---------------------------
    BARBARA CHENEY

/s/ JANINE LEVINSON                Vice President                March 27, 2003
---------------------------
    JANINE LEVINSON

/s/ MICHAEL MCQUILLAN              Chief Financial Officer       March 27, 2003
---------------------------
    MICHAEL MCQUILLAN

<PAGE>
                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Richard Levinson certify that:

1.     I have reviewed this annual report on Form 10-KSB of Diamond
International Group, Inc.

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

     b)     evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c)     presented in this quarterly report our conclusions about
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

     a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors and material weakness in internal controls; and

     b)     any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and


6.     The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Dated: March 31, 2003

/s/  Richard Levinson
-----------------------------
Richard Levinson
Chief Executive Officer

<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002
I Michael McQuillan certify that:
1.     I have reviewed this annual report on Form 10-KSB of Diamond
International Group, Inc.

2.     Based on my knowledge, this yearly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this yearly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this yearly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this yearly report;

4.     I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

     a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this yearly report is being prepared;

     b)     evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with 90 days prior to the filing date of this yearly
report (the "Evaluation Date"); and

     c)     presented in this yearly report my conclusions about effectiveness
of the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;

5.     I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

     a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors and material weakness in internal controls; and

     b)     any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and


6.     I have indicated in this yearly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Dated:     March 31, 2003

/s/     Michael McQuillan
------------------------------
Michael McQuillan
Chief Financial Officer

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