DIAMOND STAR VENTURES INC
N-8A, 1999-05-03
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                       SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549 FORM N-8A

 NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT
                               COMPANY ACT OF 1940


      The  undersigned  investment  company  hereby  notifies the Securities and
 Exchange  Commission  that it registers under and pursuant to the provisions of
 Section 8(a) of the Investment Company Act of 1940 and in connection with such
        notification of registration submits the following information:


   Name:          DIAMOND STAR VENTURES, INC.

   Address of Principal Business Office (No. & Street, City, State Zip Code):

                  One Magnificent Mile
                  980 North Michigan Avenue, Suite 1400
                  Chicago, Illinois 60611

   Telephone Number (including area code):   (312)  988-4880

   Name and address of agent for service of process:

                  Harbor City Research
                  201 E. Baltimore Street, Suite 630
                  Baltimore, Maryland, 21202


   Check Appropriate Box:

     Registrant is filing a Registration  Statement  pursuant to Section 8(b) of
the Investment Company Act of 1940 concurrently with the filing of form N-8A:
YES [ ] NO [X]

     In addition to  completing  the cover page, a registrant  must complete the
following  items unless it has indicated on the cover page that it is filing the
registration  statement  required  pursuant  to Section  8(b) of the  Investment
Company Act of 1940 concurrently with the filing of Form N-8A:

     Item 1. Exact name of registrant.

         DIAMOND STAR VENTURES, INC.

     Item 2. Name of state under the laws of which  registrant  was organized or
created and the date of such organization or creation.

         Maryland
         Date of Incorporation:  April 17, 1998

     Item 3. Form of  organization  of  registrant  (for  example,  corporation,
partnership, trust, joint stock company, association, fund).

         C class corporation

     Item 4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company).

     Closed end management investment company (Business Development Company)

     Item 5. If registrant is a management company:

     (a) state  whether  registrant is a  "closed-end"  company or an "open-end"
company;

         Closed-end

     (b) state whether registrant is registering as a "diversified" company or a
"non-diversified" company (read Instruction 4(i) carefully before replying).

         Non-diversified

     Item 6. Name and address of each investment adviser of registrant.

     The Registrant at present does not employ any  investment  advisers but may
do so in the near future. The investment  decisions will be made by its Board of
Directors,  of which a majority will be disinterested.  At the present time, the
Registrant has four interested Board member and two disinterested Board members.
The Registrant anticipates on nominating an additional three disinterested Board
members prior to making any investment decisions.

     Item 7. If registrant is an investment company having a board of directors,
state the name and address of each officer and director of registrant.

         Omar A. Rizvi
         175 N. Harbor Drive, Apt. 4502
         Chicago, Illinois 60611

         Mark P. Johnson
         1510 South State Street
         Chicago, Illinois 60605

         Christopher Stala
         225 East 85th Street, Apt. 15D
         New York, New York 10028

         David W. Sear  (disinterested)
         14810 Clara Street
         Los Gatos, California  95030

         Joanna Pamphilis  (disinterested)
         230 West Monroe Street, Suite 2600
         Chicago, Illinois 60606

         Adnan T. Rizvi
         7511 Jason Street
         Houston, Texas 77074

     Item 8. If registrant is an unincorporated  investment company not having a
board of directors:

     (a)  state  the name and  address  of each  sponsor  of  registrant;   Not
          Applicable.

     (b) state the name and address of each officer and director of each sponsor
of registrant;
          Not Applicable.

     (c)  state the name and  address  of each  trustee  and each  custodian  of
registrant.
          Not Applicable.

     Item 9. (a) State whether  registrant is currently issuing and offering its
securities directly to the public (yes or no). Yes.

     (b) If registrant is currently  issuing and offering its  securities to the
public through an underwriter,  state the name and address of such  underwriter.
The current offering is being made via the Internet from  www.dsventures.com and
is a direct public  offering.  The Registrant has not engaged an underwriter for
this Reg. E  offering.  The  website is  currently  being  reconfigured  and the
Registrant intends to file an amendment to its present offering circular

     (c) If the  answer to Item 9(a) is "no" and the answer to Item 9(b) is "not
applicable,"  state  whether  registrant  presently  proposes  to make a  public
offering of its securities (yes or no). Not Applicable.

     (d) State  whether  registrant  has any  securities  currently  issued  and
outstanding (yes or no). Yes.

     (e) If the  answer to Item 9(d) is "yes,"  state as of a date not to exceed
ten days prior to the filing of this  notification of registration the number of
beneficial owners of registrant's  outstanding securities (other than short-term
paper) and the name of any  company  owning 10  percent or more of  registrant's
outstanding voting securities.

     As of the date of this filing,  the Registrant has three beneficial  owners
of the Registrants outstanding  securities.  Each of these beneficial owners are
also officers and directors of the Registrant

     Item 10. State the current value of registrant's total assets.

     At present  the Company has  received in the amount of  $38,900.00  and has
repaid  $32,500.00 of a $85,668 note payable to an officer of the Registrant for
expenses and costs advanced to the officer as of November, 1998.

     Item 11.  State  whether  registrant  has applied or intends to apply for a
license  to  operate  as a small  business  investment  company  under the Small
Business Investment Act of 1958 (yes or no). No.

     Item 12.  Attach as an  exhibit  a copy of the  registrant's  last  regular
periodic report to its securityholders, if any. None.

[SIGNATURES]

     1. Form of signature if registrant is an investment  company having a board
of directors:

     Pursuant to the  requirements  of the  Investment  Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf of the city of  Chicago  and state of  Illinois  on the 30th day of April
1999

Signature

DIAMOND STAR VENTURES, INC.

By:  /s/  Omar A. Rizvi
- ------------------------------------------------
Chairman of the Board and
Chief Executive Officer



Attest: /s/  Mark P. Johnson
- -------------------------------------------------
Chief Financial Officer



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