DIAMOND ENTERTAINMENT CORP
NT 10-K, 1997-06-30
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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                            U.S SECURITIES AND EXCHANGE COMMISSION
                                    WASHINGTON, D.C. 20549

                                 NOTIFICATION OF LATE FILING

                                          FORM 12b-25

Sec. File Number    0-17953                   Cusip Number           252587 40 7
                  -----------                        ---------------------------



                                          [Check One]
  [ X ] Form  10-KSB [ ] Form 20-F [ ] Form  11-K [ ]Form  10-Q [ ] Form N-SAR

                      For the Period Ended:          March 31,  1997
                                            ------------------------

                      [ ] Transition Report on Form 10-KSB [ ] Transition Report
                      on  Form  20-F [ ]  Transition  Report  on  Form  11-K [ ]
                      Transition  Report on Form 10-Q [ ]  Transition  Report on
                      Form N-SAR
                      For            the            Transition            Period
                   Ended_____________________________ Read Instructions [on back
                   page] Before Preparing Form.
                                     Please Print or Type
          Nothing         in this form  shall be  constructed  to imply that the
                          Commission  has  verified  any  information  contained
                          herein
      If  the  notification  relates  to a portion of the filing
                          checked  above,  identify  the  Item[s]  to which  the
                          notification relates:
- --------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION
Full Name of Registrant  DIAMOND ENTERTAINMENT CORPORATION
Former Name if Applicable
Address of Principal Executive Office [Street and Number]
16818 MARQUARDT AVENUE
City,  State and Zip Code CERRITOS,  CALIFORNIA  90703 PART II - RULES 12b-25[b]
and [c]
If          the subject report could not be filed without unreasonable effort or
            expense and the registrant  seeks relief pursuant to Rule 12b-25[b],
            the following should be completed.
                                  [Check box if appropriate]

        [a] The reasons  described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expenses;
[           X ] [b] The subject annual report,  semi-annual  report,  transition
            report on Form 10-KSB,  Form 2-F, Form 11-K,  Form N-SAR, or portion
            thereof  , will be filed on or before  the  fifteenth  calendar  day
            following the prescribed due date; or the subject  quarterly  report
            or transition  report on Form 10-Q, or portion thereof will be filed
            on or before the fifth  calendar day  following the  prescribed  due
            date; and
        [c] The  accountant's  statement  or  other  exhibit  required  by  Rule
            12b-25[c] has been attached if applicable.






<PAGE>





PART III - NARRATIVE
State below in reasonable  detail the reasons why the Form 10-KSB,  20-F,  11-K,
10-Q or N-SAR, or the transition  report or portion thereof,  could not be filed
within the prescribed  time period.  The Company has  experienced a delay in the
audit of the financial  statements for March 31, 1997 because of the Chairman of
the Board's heart attack on May 15, 1997. PART IV - OTHER INFORMATION
        [1]  Name and telephone number of person to contact in regard to this
            notification

   james k.t.lu CEO                     310                          921-3999
           [Name]                        [Area Code]            [Telephone No.]

        [2] Have all other periodic  reports  required under Section 13 or 15[d]
            of the  Securities  and  Exchange  Act of 1934 or  Section 30 of the
            Investment  Company Act of 1940 during the  preceding  12 months [or
            for such  shorter  period that the  registrant  was required to file
            such reports] been filed? If answer is no,  identify  report[s][ X ]
            Yes[ ] No

            --------------------------------------------------------------------

        [3] Is  it  anticipated  that  any  significant  change  in  results  of
            operations  from the  corresponding  period for the last fiscal year
            will be reflected by the earnings  statements  to be included in the
            subject report or portion thereof? [ X ] Yes[ ] No

            If so,  attach  an  explanation  of  the  anticipated  change,  both
            narratively  and  quantitatively,  and,  if  appropriate,  state the
            reasons why a reasonable estimate of the results cannot be made.
                                 DIAMOND ENTERTAINMENT CORP.
                         [Name of Registrant as Specified in Charter]

has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.

Date               June 30, 1997                  By:  /s/ James K. T. Lu
       ---------------------------------------       --------------------
                                                       James K. T. Lu

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
[other than an executive officer], evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                          ATTENTION
                  Intentional misstatements or omissions of fact constitute
                       Federal Criminal Violation [See 18 U.S.C. 1001]

                                     GENERAL INSTRUCTIONS

1.      This form is required by Rule 12b-25 [17 CFR  240.12b-25] of the General
        Rules and Regulations under the Securities Exchange Act of 1934.

2.      One  signed  original  and  four  conformed  copies  of  this  form  and
        amendments  thereto must be completed and filed with the  Securities and
        Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3
        of the General  Rules and  Regulations  under the Act.  The  information
        contained  in or filed with the form will be made a matter of the public
        record in the Commission files.

3.      A manually signed copy of the form and amendments thereto shall be filed
        with each national  securities exchange on which any class of securities
        of the registrant is registered.

4       Amendments to the notifications  must also be filed on form 12b-25,  but
        need not restate information that has been correctly furnished. The form
        shall be clearly identified as an amendment notification.



<PAGE>




                                                                      EXHIBIT A

                                    MOORE STEPHENS, P. C.
                                 CERTIFIED PUBLIC ACCOUNTANTS
                                340 NORTH AVENUE EAST, SUITE 6
                                CRANFORD, NEW JERSEY 07016-2461






                                  June 30, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

               We are retained by Diamond  Entertainment  Corp.  as  independent
certified public accountants to report on the financial  statements at March 31,
1997 and for the fiscal  years then  ended.  We have  endeavored,  with the full
cooperation  of the Company,  to obtain the  necessary  information  to meet the
filing requirements for Form 10-KSB, both as to form and timeliness.  Because of
the Chairman of the Board's  heart attack on May 15, 1997,  we have  experienced
difficulties in finalizing the audit of the March 31, 1997 financial statements.
Therefore,  we will not have  sufficient  time to complete our audit by June 30,
1997 which is the required filing date for the Company's annual report.

                                Very truly yours,




                                                 MOORE STEPHENS, P. C.
                                                 Certified Public Accountants.



















<PAGE>


                                  DIAMOND ENTERTAINMENT CORP.
                                          FORM 12B-25


PART IV (3) EXPLANATION



                                   Years ended
                                    March 31,
                                1 9 9 7 * 1 9 9 6

Sales - Net                              $   6,400,000 $   9,100,000

Net [Loss]                               $  (1,300,000)$    (286,000)

* Estimated



The Company's  increased net loss of  approximately  $1,000,000 is primarily the
result of insufficient  sales.  The Company's has experienced cash shortages and
has been unable to complete certain sales order.


<PAGE>




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