8-K 1 diamond_8k-050907.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2007 Date of Report (Date of earliest event reported) DIAMOND ENTERTAINMENT CORPORATION --------------------------------- (Exact name of registrant as specified in its charter) New Jersey (State or other jurisdiction of incorporation or organization) 0-17953 22-2748019 (Commission file number) (I.R.S. employer identification number) 800 Tucker Lane, Walnut, California 91789 (Address of principal executive offices) (Zip Code) Registrant's Telephone number, including area code: (909) 839-1989 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c) ITEM 2.01 ACQUISITION OR DISPOSITION OF ASSETS On May 4, 2007, Diamond Entertainment Corporation ("DMON") consummated its merger with Rx for Africa, Inc., (including its wholly owned subsidiary Rx Africa (Ethiopia) PLC, formerly known as Sunshine Pharmaceutical). Rx Africa (Ethiopia) PLC owns and operates a state-of-the art pharmaceutical plant built on twenty three thousand square meters of land located south of Addis Ababa, Ethiopia. The facility was established to manufacture HIV/AIDS, malaria, tuberculosis and other generic drugs for distribution initially in Ethiopia and eventually throughout Africa. The company is currently producing and marketing a total of six products, and is in the process of scaling up its production with the expectation of producing at least 30 new products by late 2007. Concurrent with the merger, DMON closed on the second traunch of a private placement funding from institutional and accredited investors with gross proceeds of $1,250,000. The funding consists of convertible securities which shall convert at a price per share of $0.45. (post split). In addition, 1,388,889 warrants were issued at an exercise price of $.45 per share (post split). ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) The required pro forma financial information is unavailable as of the date hereof and will be filed by the Registrant pursuant to the requirements of the Securities Exchange Act and the rules and regulations promulgated there under within 71 days after the date of the event reported in this Form 8-K. (b) Exhibit number. 10.59 Alpha Note G&M May 4, 2007 10.60 Alpha Warrant G&M May 4, 2007 10.61 Longview Note G&M May 4, 2007 10.62 Longview Warrant G&M May 4, 2007 10.63 Subscription G&M May 4, 2007 10.64 Agreement & Plan of Merger 99.2. News release issued by Diamond Entertainment Corporation on May 7, 2007 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 9, 2007 Diamond Entertainment Corporation BY /s/ JAMES K. T. LU ----------------------------------------- James K. T. Lu, President, Co-Chief Executive Officer and Director BY /s/ FRED U. ODAKA ------------------------------------------ Fred U. Odaka, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director BY /s/ JEFFREY SCHILLEN ----------------------------------------- Jeffrey Schillen, Co-Chief Executive Officer and Director 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2005

DIAMOND ENTERTAINMENT CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	0-17953	22-2748019
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)

800 Tucker Lane, Walnut, California 91789 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (909) 839-1989

____________________________________________________ (Former name or former address, if changed since last report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02 Results of Operations and Financial Condition.

Diamond Entertainment Corporation has reported its financial results for the year ended March 31, 2005. The Company’s press release dated July 15, 2005 announcing the results is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

Exhibit 99.1: Press Release dated July 15, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DIAMOND ENTERTAINMENT CORPORATION.
Date: July 15, 2005		By: /s/ James Lu James Lu, President and CO-CEO
Date: July 15, 2005		By: /s/ Fred U. Odaka Fred U. Odaka, Chief Financial Officer

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