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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 23, 1998
DIAMOND ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 000-17953 22-2748019
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
16818 Marquardt Avenue
Cerritos, California 90703
(Address of principal executive offices)
Registrant's telephone number, including area code: (562) 921-3999
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Item 5. OTHER EVENTS.
On July 23, 1998, Diamond Entertainment Corporation ("Diamond")
announced that it will commence a private offering of securities in conjunction
with GalaxyNet International, Ltd., a Diamond subsidiary.
The Press Release announcing the event is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
c) Exhibits:
Exhibit No. 99.2 Press Release of the Company, dated July 23, 1998.
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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 thereunto duly authorized.
DIAMOND ENTERTAINMENT CORPORATION
(Registrant)
Date: July 23, 1998 By: /s/ James K.T. Lu
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James K.T. Lu, President
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EXHIBIT 99.2
DIAMOND ENTERTAINMENT CORPORATION
News Announcement
FOR IMMEDIATE RELEASE
July 23, 1998
Contact: James K.T. Lu, President
Diamond Entertainment Corporation
16818 Marquardt Avenue
Cerritos, California 90703
(562) 921-3999
Diamond Entertainment Corporation (OTC:BB:DMEC) announces terms of private
offering of securities
Diamond Entertainment Corporation ("Diamond") announced today
that it has commenced a private offering of securities in conjunction with
GalaxyNet International, Inc. ("GalaxyNet"), a newly formed majority-owned
subsidiary of Diamond. The offering consists of units, each unit consisting of
20,000 shares of common stock of GalaxyNet and common stock purchase warrants to
purchase 20,000 shares of Diamond common stock at an exercise price of $.50 per
share. The units have been priced at $10,000 each; a minimum of 300 and a
maximum of 1,000 units are being offered, for gross aggregate proceeds of
between $3 million and $10 million. The offering will continue until no later
than September 30, 1998. Proceeds of the offering will be used to acquire
equipment and gaming software, obtain gaming licenses, for initial office setup,
marketing, transactional expenses, gaming reserves and for working capital.
The offering is being conducted pursuant to Regulation D of
the Securities Act of 1933, as amended (the "Act"). The offering is being made
exclusively to "accredited investors." The securities offered are not and will
not be registered under the Act and may not be subsequently offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Act.
Diamond is engaged in the distribution of video tapes for the
budget home video market. GalaxyNet has been organized to provide internet
gaming services in certain Asian countries.
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