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
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(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
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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
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James K. T. Lu, President, Co-Chief
Executive Officer and Director
BY /s/ FRED U. ODAKA
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Fred U. Odaka, Chief Financial Officer,
Principal Financial Officer, Principal
Accounting Officer and Director
BY /s/ JEFFREY SCHILLEN
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Jeffrey Schillen, Co-Chief Executive
Officer and Director
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