DIAMOND ENTERTAINMENT CORP, 10QSB, 1999-08-23

DIAMOND ENTERTAINMENT CORP
10QSB, 1999-08-23
MOTION PICTURE & VIDEO TAPE DISTRIBUTION

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<PAGE>

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES AND EXCHANGE COMMISSION

For the quarterly period ended June 30, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

For transition period from _______________ to _______________

Commission File Number: 0-17953

DIAMOND ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)

New Jersey 22-2748019
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization

16200 CARMENITA ROAD, CERRITOS, CALIFORNIA 90703
(Address of principal executive offices)

(562) 921-3999
(Issuer's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]

As of August 9, 1999, there were 56,806,529 shares of common stock outstanding.

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]

<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

PART I. FINANCIAL INFORMATION
- ------------------------------

Item 1: Financial Statements

Balance Sheet as of June 30, 1999 [Unaudited].........................1...2

Statements of Operations for the three months ended
June 30, 1999 and 1998 [Unaudited]........................................3

Statements of Stockholders' Equity for the three months ended
June 30, 1999 [Unaudited].................................................4

Statements of Cash Flows for three months ended June 30, 1999
and 1998 [Unaudited]......................................................5

Notes to Financial Statements [Unaudited]............................7...28

Item 2: Management's Discussion and Analysis or Plan of Operations.......29..37

PART II. OTHER INFORMATION

Item 1: Legal Proceedings....................................................38

Item 2: Changes in Securities................................................38

Item 3: Defaults Upon Senior Securities......................................38

Item 4: Submission of Matters to a Vote of Security Holders..................38

Item 5: Other Information....................................................38

Item 6: Exhibits and Reports on Form 8-K.................................38..39

Signatures....................................................................40

<PAGE>

ITEM 1: FINANCIALS

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
- -------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1999 [UNAUDITED]
- -------------------------------------------------------------------------------

ASSETS:
CURRENT ASSETS:
Cash $ -0-
Accounts Receivable - Net 591,721
Inventory 2,119,027
Prepaid Expenses 169,428
----------------
TOTAL CURRENT ASSETS 2,880,176
----------------
PROPERTY AND EQUIPMENT:
Leasehold Improvements 34,758
Furniture, Fixtures and Equipment 1,106,900
----------------
Total - At Cost 1,141,658
Less: Accumulated Depreciation 790,522
----------------
PROPERTY AND EQUIPMENT - NET 351,136
----------------

FILM MASTERS AND ARTWORK 3,871,032

LESS: Accumulated Amortization 3,717,481
----------------
TOTAL FILM MASTERS AND ARTWORK - NET 153,551
----------------

OTHER ASSETS:
Investment in ATRE 50,000
Related Party Receivable 66,080
Other Assets 34,874
Deferred Costs 96,875
----------------

TOTAL OTHER ASSETS 247,829
----------------
TOTAL ASSETS $ 3,632,692
================

*The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements.

1
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
- -------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1999 [UNAUDITED]
- -------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY [DEFICIT]:
CURRENT LIABILITIES:
Cash Overdraft $ 123,183
Accounts Payable 985,679
Accounts Payable - Related Party [4C] [19B] 1,990,725
Notes Payable 1,248,168
Loan from Officer 90,000
Convertible Debentures - Net 461,456
Lease Obligations Payable 18,405
Accrued Expenses 210,264
----------------

TOTAL CURRENT LIABILITIES 5,127,880
----------------
LONG-TERM LIABILITIES:
Lease Obligations Payable 47,819
Notes Payable 12,214
----------------
TOTAL LONG-TERM LIABILITIES 60,033
----------------
TOTAL LIABILITIES 5,187,913
----------------
COMMITMENTS AND CONTINGENCIES [5] [6] --
----------------

STOCKHOLDERS' EQUITY [DEFICIT]:
Convertible Preferred Stock - No Par Value, 5,000,000
Shares Authorized, 483,251 Issued [of which 172,923
are held in Treasury] 376,593

Common Stock - No Par Value, 100,000,000 Shares
Authorized; 56,744,029 Shares Issued and Outstanding 12,108,228

Additional Paid-in Capital (856,231)

Accumulated Deficit (13,013,528)
----------------

Sub-Total (1,384,938)
Less: Treasury Stock [Preferred] - At Cost (48,803)
Deferred Costs (121,480)
----------------

TOTAL STOCKHOLDERS' EQUITY [DEFICIT] (1,555,221)
----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY [DEFICIT] $ 3,632,692
================

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements.

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF OPERATIONS [UNAUDITED]
- ------------------------------------------------------------------------------------------------------------
<CAPTION>

THREE MONTHS ENDED
JUNE 30,
1 9 9 9 1 9 9 8
------- -------
<S> <C> <C>
SALES - NET $ 699,085 $ 790,864
COST OF SALES 464,765 579,856
---------------- ----------------

GROSS PROFIT 234,320 211,008
---------------- ----------------

OPERATING EXPENSES:
Selling Expenses 247,088 228,269
General and Administrative Expenses 332,928 240,563
Factoring Fees 3,681 43,685
Bad Debt Expense 35,816 106
Non-Cash Consulting and Compensation Expenses 226,700 --
---------------- ----------------

TOTAL OPERATING EXPENSES 846,213 512,623
---------------- ----------------

OPERATING LOSS (611,893) (301,615)
---------------- ----------------

OTHER EXPENSES [INCOME]:
Interest Expense 106,301 118,402
Interest Income - Related Party (110) (790)
Other Income (176) (12,773)
Valuation Adjustment for ATRE [4B] -- --
Interest Expense - Non-Cash [7D] 58,125 --
---------------- ----------------
OTHER EXPENSES - NET 164,140 104,839
---------------- ----------------

NET LOSS BEFORE EXTRAORDINARY INCOME (766,033) (406,454)
---------------- ----------------

EXTRAORDINARY INCOME -- (66,000)
---------------- ----------------

NET LOSS $ (766,033) $ (340,454)
================ ================

NET LOSS PER SHARE BEFORE EXTRAORDINARY INCOME $ (.01) $ (.01)
================ ================

NET LOSS PER SHARE $ (.01) $ (.01)
================ ================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 54,740,854 28,753,252
================ ================
</TABLE>

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements.

3
<PAGE>
<TABLE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
- ----------------------------------------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY [DEFICIT] [UNAUDITED]
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CONVERTIBLE
PREFERRED STOCK COMMON STOCK
---------------------------- --------------------------- ADDITIONAL RETAINED
NUMBER OF NUMBER OF PAID-IN EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPITAL [DEFICIT]
------------- ------------- ------------- ------------- ------------- -------------

<S> <C> <C> <C> <C> <C> <C>
BALANCE - APRIL 1, 1997 483,251 $ 376,593 50,619,029 $ 11,801,973 $ (1,156,231) $(12,237,495)

Options Issued for 6,000,000 shares to
Consultants in April, 1999 [5F, 13I] -- -- -- -- 120,000 --

Consulting Expense [5D, 5F] -- -- -- -- -- --

Exercise of Options and Warrants [5F,13G,13I] -- -- 6,125,000 306,250 -- --

Options Issued to two Officers for 4,500,000
shares for securing financing, obtaining
conversion of debentures to equity, and
securing new customer contracts [13J] -- -- -- -- 180,000 --

Net [Loss] for three months ended June 30, 1999 -- -- -- -- -- (766,033)
------------- ------------- ------------- ------------- ------------- -------------

BALANCE - JUNE 30, 1999 483,251 $ 376,593 56,744,029 $ 12,108,223 $ (856,231) $(13,013,528)
============= ============= ============= ============= ============= =============

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.
</TABLE>

<TABLE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY [DEFICIT][UNAUDITED] (continued)
- -----------------------------------------------------------------------------------------
<CAPTION>

TREASURY TOTAL
STOCK STOCKHOLDERS'
[PREFERRED] DEFERRED EQUITY
AT COST COSTS [DEFICIT]
----------- ------------- ------------

<S> <C> <C> <C>
BALANCE - APRIL 1, 1997 $ (48,803) $ (48,180) $(1,312,143)

Options Issued for 6,000,000 shares to
Consultants in April, 1999 [5F, 13I] -- (120,000) --

Consulting Expense [5D, 5F] -- 46,700 46,700

Exercise of Options and Warrants [5F,13G,13I] -- -- 306,250

Options Issued to two Officers for 4,500,000
shares for securing financing, obtaining
conversion of debentures to equity, and
securing new customer contracts [13J] -- -- 180,000

Net [Loss] for three months ended June 30, 1999 -- -- (766,033)
----------- ------------- ------------

BALANCE - JUNE 30, 1999 $ (48,803) $ (74,480) $(1,555,226)
=========== ============= ============

4
</TABLE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
- ------------------------------------------------------------------------------------------------------------
<CAPTION>

THREE MONTHS ENDED
JUNE 30,
1 9 9 9 1 9 9 8
------- -------
<S> <C> <C>
NET CASH - OPERATING ACTIVITIES : $ (214,526) $ (2,445,526)
---------------- ----------------

INVESTING ACTIVITIES:
Advances to ATRE -- --
Repayments by ATRE 9,100 82,020
Payment of Officers' Loans Receivable -- --
Repayments of Officers' Loan Receivable -- --
Payment of Employee Loans Receivable -- --
Capital Expenditures (10,662) (32,795)
Masters and Artwork (9,432) (17,443)
Proceeds from Notes Receivable --
---------------- ----------------

NET CASH - INVESTING ACTIVITIES $ (10,994) $ 31,782

FINANCING ACTIVITIES:
Proceeds from Notes Payable 946,257 5,396,450
Payments of Related Party Loan (37,200) --
Payments of Notes Payable (1,099,008) (2,794,498)
Payments of Lease Payable (5,670) (1,322)
Cash Overdraft (123,183) (189,310)
Exercise of Options and Warrants 306,250 --
Proceeds from Officer's Loan 90,000 --
Proceeds from Related Parties 100,000 --
---------------- ----------------

NET CASH - FINANCING ACTIVITIES 177,446 2,411,320
---------------- ----------------

NET DECREASE IN CASH (48,074) (2,424)

CASH - BEGINNING OF PERIODS 48,074 5,530
---------------- ----------------

CASH - END OF PERIODS $ -0- $ 3,106
================ ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest $ 106,301 $ 118,172
Income Taxes $ -- $ --
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
In September 1997, the two officers agreed to defer 90% of their salaries
until further notice, but not beyond March 31, 1998. As consideration, the
Company granted a total of 3,750,000 shares of common stock and warrants to
purchase 3,750,000 shares of the Company's common stock at an exercise price of
$.10 per share. The common shares granted became fully vested on December 31,
1997 and the warrants are exercisable through August 2002. The Company recorded
$75,000 in deferred costs for the fair value of the shares granted and amortized
$25,000 and $50,000 for the years ended March 31, 1999 and 1998, respectively.
No deferred costs were recorded for the warrants granted as the fair market
value of the underlying common shares was approximately equal to the exercise
price [5D].

In September of 1997, the Company negotiated a one year extension agreement
for the convertible debentures and agreed to add 15% to the debentures as a
deferred financing cost of $110,721, which was amortized in 1998 and 1999 as
interest expense. In addition, the Company negotiated a $175,000 extension
payment in February of 1999 whereby the Company amortized $20,000 as financing
expense as of March 31, 1999.

5
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DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
- --------------------------------------------------------------------------------

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
[CONTINUED]:

During fiscal 1998, the Company granted warrants in connection with
consulting agreements and recorded $100,000 in deferred consulting costs and
expensed $50,000 and $30,820 for the years ended March 31, 1999 and 1998,
respectively [5F and 13E].

In July and August of 1998, the Company granted options to the Chief
Executive Officer for 6,000,000 shares of common stock exercisable at $.10 per
share and recorded non-cash compensation expense of $15,000 [13F].

During fiscal 1999, $994,826 in convertible debentures were converted into
13,841,256 shares of common stock. During fiscal 1998, $229,848 of convertible
debentures were converted into 6,037,668 shares of common stock [7D].

During fiscal 1999, the Company granted options for 4,950,000 shares of
common stock in connection with four consulting agreements executed in the
fourth quarter of fiscal 1999 and recorded $33,000 in deferred consulting costs
whereby $4,000 was expensed in the year ended March 31, 1999 [5F and 13H].

During fiscal 1999 and 1998, there were retirements of film masters and
artwork for approximately $70,686 and $625,000, respectively. In addition in
fiscal 1999, the Company retired an auto with a book value of approximately
$22,000.

During the year ended March 31, 1999, the Company entered into capital lease
agreements for equipment totaling approximately $70,000.

On May 25, 1999, the Company approved the granting of options for a total of
4,500,000 shares of common stock exercisable over five years at prices of $.05
and $.10 to two officers for their services in securing additional financing,
obtaining conversion of debentures to equity and their securing new contracts
with new customers in April of 1999. The options expire May 2004. The Company
recorded compensation expense of approximately $180,000 in May of 1999. [5F and
13J]

The Accompanying Notes are an Integral Part of These Consolidated Financial
Statements.

6
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[1] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS - The Company is in the business of distributing and selling
videocassettes, general merchandise, patented toys, furniture, and Cine-Chrome
gift cards, with a web site presence throughout the United States.

PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial statements
include the accounts of the Company and its subsidiaries all of which are
wholly-owned. Intercompany transactions and balances have been eliminated in
consolidation.

CASH AND CASH EQUIVALENTS - Cash equivalents are comprised of certain highly
liquid investments with a maturity of three months or less when purchased. The
Company has no cash equivalents.

REVENUE RECOGNITION - Sales are recorded by the Company when products are
shipped to customers and are shown net of returns and allowances.

INVENTORIES - Inventories are stated at the lower of cost [under the first-in,
first-out method] or market.

DEPRECIATION - Property and equipment are presented at cost less accumulated
depreciation. Depreciation is computed by the straight-line method for all
furniture, fixtures, and equipment over 5-10 years, which represents the
estimated useful lives of the respective asset.

Leasehold improvements are being amortized over the lesser of their estimated
useful lives or the remaining term of the lease.

Depreciation expense for the three months ended June 30, 1999 and 1998 is
$32,809 and $24,333 respectively.

On sale or retirement, the asset cost and related accumulated depreciation are
removed from the respective accounts, and any related gain or loss is reflected
in income. Repairs and maintenance are charged to expense when incurred.

FILM MASTERS AND ARTWORK - The cost of film masters and related artwork is
capitalized and amortized using the straight-line method over a three year
period. The Company periodically reviews its estimates of future revenues for
each master and if necessary a revision is made to amortization rates and a
writedown to net realizable value may occur. The net film masters and artwork
are presented on the balance sheet at the net realizable value for each master.
Film masters consist of original "masters" which are purchased for the purpose
of reproduction and sale.

Amortization expense for the three months ended June 30, 1999 and 1998 is
$57,705 and $30,127, respectively.

ADVERTISING COSTS - Advertising cost are expensed as incurred. Advertising costs
of $2,782 and $17,216 were expensed for the three months ended June 30, 1999 and
1998, respectively.

BAD DEBTS - An allowance for doubtful accounts is computed based on a review of
each individual account receivable and its respective collectibility. The
allowance for doubtful accounts is approximately $218,161 at June 30, 1999.

7
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[1] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

NET [LOSS] PER SHARE -The FASB issued SFAS No. 128, "Earnings Per Share," in
February 1997. SFAS No. 128 simplifies the earnings per share ["EPS"]
calculations required by Accounting Principles Board ["APB"] Opinion No. 15, and
related interpretations, by replacing the presentation of primary EPS with a
presentation of basic EPS. SFAS No. 128 requires dual presentation of basic and
diluted EPS by entities with complex capital structures. Basic EPS includes no
dilution and is computed by dividing income available to common stockholders by
the weighted-average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution of securities that could share in the
earnings of an entity, similar to the fully diluted EPS of APB Opinion No. 15.
SFAS No. 128 is effective for financial statements issued for periods ending
after December 15, 1997, including interim periods; earlier application is not
permitted. The Company has adopted SFAS No. 128, prior period EPS data have been
restated. Basic EPS is based on average common shares outstanding and diluted
EPS include the effects of potential common stock, such as, options and
warrants, if dilutive. The Company has potentially dilutive securities that were
not included in the computation of diluted earnings per share because to do so
would have been anti-dilutive for the periods presented. Such securities may
dilute EPS in future years [See Notes 5D and 13].

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

STOCK OPTIONS ISSUED TO EMPLOYEES - The Company adopted Statement of Financial
Accounting Standards ["SFAS"] No. 123, "Accounting for Stock-Based Compensation"
on April 1, 1996 for financial note disclosure purposes and will continue to
apply the intrinsic value method of Accounting Principles Board ["APB"] Opinion
No. 25, "Accounting for Stock Issued to Employees" for financial reporting
purposes.

DEFERRED TAXES - There are no material temporary differences that will result in
taxable amounts in future years. The Company has sustained losses in recent
years and has a large net operating loss carryforward. No deferred taxes are
reflected in these financial statements [See Note 9].

CONCENTRATIONS OF CREDIT RISK - Financial instruments that potentially subject
the Company to concentrations of credit risk are cash and cash equivalents and
accounts receivable arising from its normal business activities. The Company
routinely assesses the financial strength of its customers and, based upon
factors surrounding the credit risk, establishes an allowance for uncollectible
accounts and, as a consequence, believes that its accounts receivable credit
risk exposure beyond such allowance is limited. The Company places its cash and
cash equivalents with high credit quality financial institutions. The amount on
deposit in any one institution that exceeds federally insured limits is subject
to credit risk. The Company had no deposits as of March 31, 1999, with financial
institutions subject to a credit risk beyond the insured amount.

[2] ACCOUNTS RECEIVABLE

Accounts receivable at June 30, 1999 net of allowance for doubtful accounts were
approximately $591,721. Substantially all of the accounts receivable at June 30,
1999, have been pledged as collateral for the line of credit [See Note 7A].

8
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[3] INVENTORY

Inventory as of June 30, 1999 consists of:

Raw Materials $ 560,568
Finished Goods 2,084,845
--------------

Total 2,645,413
Allowance (526,386)
--------------
NET INVENTORY $ 2,119,027
------------- ==============

An allowance has been established for the inventory of approximately $526,000.
This reserve is primarily for the anticipated reductions in selling prices
[which are lower than the carrying value] for inventory which has been (a)
restricted to specified distribution territories as a result of settlements in
the last quarter of fiscal 1999 and (b) a rise in certain inventory which may
have past the peak selling season.

[4A] RELATED PARTIES RECEIVABLES

At March 31, 1998, the Company was owed approximately $69,000 from the President
of the Company for advances and loans. Simple interest was accrued monthly at an
annual rate of 10% on the outstanding balance. For the years ended March 31,
1999 and 1998, the Company recorded interest income of $1,170 and $6,607,
respectively. This loan amount was due in December 2001. On March 15, 1999, the
unpaid balance of approximately $69,000 was forgiven by the Company and treated
as a financing cost on the statement of operations in consideration for the
President's 1998 and 1999 personal guarantees for two leases and promissory
notes.

The Company as of June 30, 1999, has a receivable of $3,000 from an entity, in
which the President of the Company is a major stockholder. This receivable
represents rent due for space at the Company utilized by the entity.
Monthly rental income from this entity is $800.

[4B] AMERICAN TOP REAL ESTATE ["ATRE"]

The Company paid $50,000 for a 50% interest in ATRE. This investment is
accounted for on the equity method.

In September 1996, a parcel of land was sold and proceeds were retained for
future sewage construction needed for a 20 acre property. The Company received
$121,600 from ATRE for this parcel of land in fiscal 1997.

During the year ended March 31, 1998, ATRE sold approximately 11 acres. The
Company advanced an additional $80,320 to ATRE and received $220,600 from the
proceeds of the parcel of 10 acres as repayment of the advances to ATRE in
fiscal 1998. The Company also received approximately $600,000 from ATRE during
the period April 1, 1998 through March 31, 1999.

At March 31, 1998, ATRE had binding sales contracts for the remaining parcels of
commercial real estate owned by ATRE as these parcels of land were under
development. In addition, the Company was advised by ATRE that proceeds realized
by ATRE during fiscal 1998 were reinvested into other parcels to improve the
ability to list and sell the remaining parcels. ATRE continues to list these
properties.

9
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[4B] AMERICAN TOP REAL ESTATE ["ATRE"] [CONTINUED]

Management of the Company received a communication from a real estate
development specialist in 1998 advising the Company that the remaining ATRE
parcels have an aggregate approximate value of $5,200,000 is calculated for the
remaining ATRE parcels. Although the Company believes that final sales contracts
will be able to be consummated, it is not possible to predict with any certainty
when the closing of these sales contracts of real estate may occur or whether
the proceeds expected by the Company for their share in this real estate could
be significantly less than anticipated. Therefore, the ultimate realizable value
of the receivable for advances from ATRE could be substantially less than the
preadjusted carrying value of $1,600,000. At March 31, 1998, the Company
therefore setup a valuation allowance of $1,117,788 and accordingly, charged
operations for that amount so that the amount due from ATRE at March 31, 1998
was presented at the amount of the anticipated 1998 subsequent receipts of
approximately $500,000. Based upon the above circumstances at March 31, 1998,
the Company believed the likelihood that $1,117,788 from future proceeds from
the sale of the ATRE parcels could not be realized with any certainty. The
Company in June 1998, borrowed approximately $809,500 to finance certain
purchases of toy products. [See 4C]

On June 2, 1999, ATRE entered into a sales agreement for approximately $600,000.
The ability of this agreement to close or for the Company to realize as of June
30, 1999 50% of the net proceeds to the Company, however, are uncertain and is
subject to certain contingencies. Therefore, the Company has not recorded a
receivable for this contract.

[4C] RELATED PARTIES PAYABLE

In the June 1998 quarter, the Company's subsidiary received a total of
$2,721,860 from related parties to be utilized by the Company to pay a major
supplier of the Company for toy purchases. Subsequently, the related parties
were successful in receiving credits of $743,935 from the toy supplier. These
credits were applied by the related parties to the monies owed by the Company
for the purchases of toys. The Company repaid the related parties $87,200 and
borrowed in May 1999, $100,000 from another related party which resulted in a
total outstanding obligation owed to related parties of $1,990,725 as of June
30, 1999. [See Note 19B]

[4D] LOAN FROM OFFICER

In June of 1999, the Company received a loan in the amount of $90,000 from an
officer of the Company which is payable upon demand.

[5] COMMITMENTS

[A] ROYALTY COMMITMENTS - The Company has entered into various royalty
agreements for licensing of titles for terms of one to seven years. Certain
agreements include minimum guaranteed payments. For the three months ended June
30, 1999 and 1998, royalty expense was $25,001 and, $13,120 respectively,
pursuant to these agreements.

[B] VIDEO AGREEMENTS - The Company has entered into various agreements to
manufacture, duplicate and distribute videos. Commissions are paid based upon
the number of videos sold.

[C] ACCOUNTS PAYABLE - The Company is currently delinquent on a significant
amount of its accounts payable.

10
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[5] COMMITMENTS [CONTINUED]

[D] EMPLOYMENT AGREEMENTS - In 1991, two employment agreements were executed for
two officers for annual compensation totaling $240,000. These agreements
terminate in the year 2001 and are adjusted annually in accordance with the
Consumer Price Index. The Board of Directors agreed on April 23, 1996 to reserve
1,000,000 shares of common stock for distribution to two officers of the
Company. The common stock can be purchased in installment payments with a five
year promissory note with interest at 6% per annum. As of March 31, 1999, the
officers did not purchase these shares.

In September 1997, the two officers agreed to defer 90% of their salaries
until further notice, but not beyond March 31, 1998. As consideration, the
Company granted a total of 3,750,000 shares of common stock and warrants to
purchase 3,750,000 shares of the Company's common stock at an exercise price of
$.10 per share. The common shares granted vested during fiscal 1997 and the
warrants were exercisable until March 31, 1999. In March of 1999, the Company
extended the term until August 24, 2002.

The Company recorded $75,000 in deferred costs for the fair value of the shares
granted and amortized $25,000 and $50,000 in the years ended March 31, 1999 and
1998, respectively. No deferred costs were recorded for the warrants granted as
the fair market value of the underlying common shares was approximately equal to
the exercise price. These warrants were not exercised.

In September 1997, the Company entered into employment agreements with nine
employees holding key positions. The agreements provide for an aggregate of
550,000 shares of common stock with a fair value of $11,000 for past services,
warrants for 550,000 shares with an exercise price of $.10 per share and
semi-monthly compensation of approximately $14,000. No deferred costs were
recorded for the warrants granted as the fair market value of the underlying
common shares was approximately equal to the exercise price. These warrants were
not exercised as of March 31, 1999.

[E] SALE OF MULTI MEDIA ASSETS - On May 8, 1995, the Company closed a sales
agreement with a Mexican company, Central Video, for $750,000 by allowing credit
to the Company for future duplication services. The general manager of Central
Video is the former President of the Company. The Company received $750,000 of
duplication services and surrendered equipment having a book value of
approximately $630,000. The Company guaranteed Central Video's general manager a
minimum of $2,500,000 a year of production orders for three years and agreed to
pay Central Video's general manager a 3% commission on orders the Company places
with Central Video. The Company satisfied this obligation in fiscal 1996,
however, in 1997, the Company did not fulfill this obligation and was delinquent
in payments to Central Video. The Company settled this contract with Central
Video in September of 1997. The Company agreed to pay Central Video $12,500 a
week until the total obligation of $740,000 was paid. This settlement dissolved
the production contract and all outstanding payable obligation. As of March 31,
1999, there was no balance owed to Central Video.

[F] FINANCIAL CONSULTANT COMMITMENTS - In June of 1996, the Company engaged
three consultants for a period of two years. The Company will reimburse the
consultants' business expenses not to exceed $750 per month. The financial
consultants received a total of 1,000,000 warrants with an exercise price of
$.25 per share in exchange for services to be rendered. The Company recorded
deferred consulting costs of $50,000 for the fair value of the warrants to
purchase the 1,000,000 shares of common stock and expensed $14,858 and $35,142
for the years ended March 31, 1998 and 1997, respectively. The fair value of the
warrants was determined based upon the fair value of services to be rendered by
the consultant.

11
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DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[5] COMMITMENTS [CONTINUED]

[F] FINANCIAL CONSULTANT COMMITMENTS [CONTINUED] - In August of 1997, the
Company engaged a consulting firm to provide financial advice for a period of
six months. The fee for services included a $7,500 cash payment, a two percent
cash fee on refinancing commitments and a five percent, non-dilutive equity
interest in the Company. The consulting firm was also entitled to a five percent
fee based on the transaction value of any concluded merger or acquisition
introduced by the consulting firm. As of March 31, 1998, the consulting firm had
not concluded any merger or refinancing commitment and received only the $7,500
cash payment from the Company.

In August of 1997, the Company engaged four consultants for a period of two
years to provide assistance in restructuring and designing the Company's
operations and long-term strategic plan. The consultants received warrants to
purchase an aggregate 2,050,000 shares of the Company's common stock at an
exercise price of $.10 per share.

In 1999, the Company reduced the exercise price to $.05 and recorded a non-cash
additional consulting expense of $40,000 in 1999. The warrants expire at the end
of the two year consulting period. The Company recorded deferred consulting
costs of $100,000 for the fair value of the warrants and expensed approximately
$50,000 and $31,000 for the years ended March 31, 1999 and 1998, respectively.
The fair value of the warrants was determined based upon the fair value of
services to be rendered by the consultant. In addition, the Company also issued
250,000 shares of stock to one of the consultants in consideration of entering
into a two year consulting agreement and recorded $5,000 as a signing bonus. In
July of 1998, the Company raised $20,000 from the exercise of warrants for
200,000 shares of the Company's common stock. The Company received in January
and February of 1999 $60,000 from the exercise of 600,000 options at $.10 per
share.

On January 10, 1999, the Company engaged three consultants for a period of one
year to provide advice to undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate organization
and structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities. The consultants received options to purchase a total of 4,700,000
of the Company's common stock exercisable at $.05 per share in exchange for
services to be rendered and the options shall expire on December 31, 2000. The
Company recorded deferred consulting cost of $24,000 and amortized approximately
$3,000 for the year ended March 31, 1999 and $6,000 for the three months ended
June 30, 1999. These options were exercised in February of 1999 for proceeds to
the Company of $275,000. The Company filed a Form S-8 in February of 1999 for
these shares of common stock.

In February 1999, the Company engaged a consulting firm to provide internet
media consulting and public relations services for a period of one year. The fee
for the services to be rendered included a monthly cash fee of $3,000. The
consulting firm also received options to purchase a total of 250,000 shares of
the Company's common stock with an exercise price of $0.05 per share in exchange
for services to be rendered and the options shall expire on February 11, 2001.
The Company recorded deferred consulting costs of approximately $9,000 and
amortized approximately $1,000 for the year ended March 31, 1999 and $2,000 for
the three month ended June 30, 1999. These options were not exercised as of
March 31, 1999. The Company filed a Form S-8 in February of 1999 for these
shares of common stock. On May 17, 1999, option for 125,000 shares were
exercised for services rendered by the consulting firm and cost incurred
totaling $6,250.

12
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DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[5] COMMITMENTS [CONTINUED]

[F] FINANCIAL CONSULTANT COMMITMENTS [CONTINUED] - On April 12, 1999 the Company
entered into three consulting agreements that will terminate on April 11, 2000
whereby three consultants each received options for 2,000,000 shares of common
stock each of which will expire on April 11, 2000 at an exercise price of $.05
per share. The agreements can be terminated or extended as agreed to between the
parties. The Company recorded deferred consulting cost of approximately $120,000
in April of 1999, and amortized approximately $26,000 for the three months ended
June 30, 1999.

The Company filed a Form S-8 on May 19, 1999 registering the 6,000,000 shares of
common stock for these options. On May 20, 1999, the Company received $150,000
in cash for the issuance of the 3,000,000 shares and $150,000 from the
cancellation of convertible debentures for the consideration for issuance of
3,000,000 shares of as a result of the optios being exercised.

[G] EXCLUSIVE DISTRIBUTION AGREEMENT - In April of 1998, the Company entered
into an agreement with S4C Corporation for the exclusive rights to distribute a
home video tape through December 31, 2003 with total advance payments
aggregating a total commitment of approximately $100,000 and additional
royalties due as a percentage of wholesale prices. The Company paid royalty
advances of $84,300 for the year ended March 31, 1999, whereby $39,745 and has
been earned and expensed. For the three months ended June 30, 1999, the Company
paid additional royalty advances of $15,700.

[6] LEASE COMMITMENTS

[A] OPERATING LEASES - The Company leases various office and storage facilities,
automobiles and equipment under operating leases expiring between 1998 and 2002.

The Company leases office space in Freehold, New Jersey for approximately $2,400
per month which expires in October 2001. Total rent expense for the New Jersey
facility was approximately $29,000 for the year ended March 31, 1999. Commencing
October 1, 1998 and ending June 2002, the Company entered into a lease for
office, manufacturing and warehouse space for approximately $21,800 per month.
Rent expense for this facility for the year ended March 31, 1999 was
approximately $130,000. It also leased for $9,274 per month office and
warehousing space which would expire March 2001. Rent expense for this facility
was approximately $172,000 for the year ended March 31, 1999. The Company has
entered into a sublease for this space with a subtenant beginning January 1,
1999 which requires the subtenant to pay approximately $9,494 per month from
March 1, 1999 through February 2000, and $9,936 per month from March 1, 2000
through March 31, 2001. The Company also has a one year sublease agreement, for
a total of approximately $10,000 annual rental income, with an entity whose
majority stockholder is the President of the Company. Rent expense for the two
California locations for the year ended March 31, 1998 was approximately
$135,000.

The following schedules shows the composition of total rental expense for all
operating leases except those with terms of a month or less that were not
renewed:

Years ended
March 31,
1 9 9 9 1 9 9 8
------- -------

Minimum Rentals $ 855,952 $ 200,005
Less: Sublease Rentals 227,856 15,000
-------------- --------------

TOTALS $ 628,096 $ 215,005
------ ============== ==============

13
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[6] LEASE COMMITMENTS

[A] OPERATING LEASES - The following is the approximate aggregate future minimum
rentals for the next five years for operating leases:

March 31,
2000 $ 395,911
2001 395,911
2002 64,130
2003 --
2004 --
--------------

TOTAL FUTURE MINIMUM LEASE PAYMENTS $ 855,952
----------------------------------- ==============

The operating leases also provide for cost escalation payments.

The total future minimum lease payments of $855,952 does not include sublease
rental income of approximately $240,000 over the next two years.

[7] DEBT OBLIGATIONS
<TABLE>

Notes payable consist of the following:
<CAPTION>
June 30, 1 9 9 9
----------------------------------------------------------------------------------
Type of Loan Amount Current Long-Term Rate Due Date
------------ ------ ------- --------- ---- --------
<S> <C> <C> <C> <C> <C>
Installment Loan (B) $ -- $ -- $ -- 10% 11/14/99
Notes Payable (C) -- -- -- 8%
Lines of Credit (A) 1,084,176 1,084,176 -- Various Revolving Line of Credit
Convertible Debenture (D) 461,456 461,456 -- 10% 4/30/00
Acquired Debt 40,000 40,000 -- Demand
Loan Payable (E) -- -- -- 10%
Loan Payable (F) 16,206 3,992 12,214 9.75%
Notes Payable (G) 120,000 120,000 -- 12/10/99
------------- ------------- -----------

TOTALS $ 1,721,838 $ 1,709,624 $ 12,214
------ ============= ============= ===========
</TABLE>

[A] LINES OF CREDIT - On August 30, 1996, the Company established a line of
credit up to $2,500,000, whereby, $2,000,000 was backed by pledged receivables
and inventory and $500,000 was guaranteed by the Company's President. Interest
was at a prime rate plus 3%. Interest expense from April 1, 1997 through
December 31, 1997 was approximately $148,500. In December 1997, the Company
repaid $469,221 on this line of credit and engaged another financial institution
for a $2,500,000 financing arrangement. This arrangement is also backed by
pledged receivables and inventory. Cost is 1.5% discounted from pledged invoices
for every 30 days for the accounts receivable portion of the line of credit. The
portion of the line of credit backed by inventory is determined by the lesser of
$800,000, 25% of the clients finished toy inventory or 55% of the clients
finished videotape inventory. Interest is charged at 16.18% per annum on this
portion of the debt. This was formalized with the Company in June of 1998.
Interest for the year ended March 31, 1999 was approximately $340,000. Interest
for the three months ended June 30, 1999 was approximately $106,000.

14
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[7] DEBT OBLIGATIONS [CONTINUED]

[B] INSTALLMENT LOAN - In March 1993 a loan was renegotiated for the sum of
$292,058 with principal payments of $5,000 per month with an interest rate of
10% per annum due November 14, 1999. This note was paid in full on July 15,1998
for approximately $60,000. As a result, the Company recorded forgiveness of debt
of approximately $66,000 in July 1998, which is classified as an extraordinary
item on the statement of operations. During the years ended March 31, 1999 and
1998, interest expense was approximately $3,000 and $12,500, respectively.

[C] NOTE PAYABLE FOR EQUIPMENT - On May 8, 1995, the Company closed a sales
agreement with a Mexican company for $750,000 by allowing credit to the Company
for duplication services and received $750,000 of duplication services in
exchange for equipment having a book value of approximately $630,000. The
Company classified the outstanding obligation as notes payable. This note was
repaid in weekly installments of $12,500 with the final payment made in
September of 1998. Interest expense of $4,127 and $40,000 was recorded for the
years ended March 31, 1999 and 1998, respectively.

During the quarter ended June 30, 1996, the Company issued convertible
debentures of $1,257,988 with 10% interest per annum and a 7% commission.

[D] CONVERTIBLE DEBENTURES PAYABLE - The principal amount was convertible in
whole or in part into shares of the common stock of the Company at a conversion
price equal to 65% of the average closing bid price for the common stock for
five trading days immediately prior to the conversion. In no event could the
conversion price be less than $.20 per share or more than $.75 per share. In
conjunction with the debentures, the Company granted 1,000,000 warrants
exercisable at $.25 per share to two consultants. Warrants for 46,000 shares
were exercised for $11,500 during the year ended March 31, 1997. The Company
recorded a financing expense of $25,000 for the fair value of the warrants
granted. The fair value of the warrants was determined based upon the fair value
of services received by the Company in May and June of 1996.

Convertible debentures of $290,000 were converted into 1,450,000 shares of the
Company's common stock by several off shore companies under Regulation S during
fiscal 1997 and $967,988 of convertible promissory notes payable were
outstanding and in default by the Company at March 31, 1997. Subsequent to
September 30, 1997, the Company negotiated a one year extension agreement and
agreed to add 15% to the note as a deferred financing cost of $110,721.

During fiscal March of 1998, convertible debentures of $229,848 were converted
into 6,037,668 shares of the Company's common stock. In June of 1998, a
convertible debenture holder converted a note payable with a balance of $91,750
into 2,823,077 shares of the Company's common stock. This brought total
conversions of $611,598 of debentures into 10,310,745 shares as of November 2,
1998.

On November 2, 1998, convertible debentures with a balance of $831,436 were
reinvested into a new note for $921,851 for a new two year term expiring October
31, 2000 with interest of 10% and an extension bonus of $175,000, due November
1999, which carries interest of 2.5% per annum payable $50,000 per month after
payment of all prior interest and the restructured note. The repayment term was
a weekly amount of $6,250 in 1998 and $12,500 in the years 1999 and 2000. In
addition, there was an acceleration clause of repayments for certain events and
a 5% late charge for any delinquent payments. The notes contained an option to
convert the principal and interest balance into the common stock of the Company
subject to certain pricing calculations.

15
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[7] DEBT OBLIGATIONS [CONTINUED]

[D] CONVERTIBLE DEBENTURES PAYABLE [CONTINUED] - Collateral security included
all the assets of the Company and a personal collection guarantee as additional
security to holder after subordination to primary lender.

In February of 1999, the Company converted $640,000 of the debentures into
8,000,000 shares of common stock. On February 10, 1999, the Company converted
the remaining note balance of $172,661 and unpaid interest of $90,415 into
3,018,254 shares of common stock. It was also agreed that the $175,000 extension
bonus, which was recorded as a deferred financing cost in February of 1999,
could be converted into shares of common stock at an agreed exercise price
subject to market conditions. The Company amortized 20,000 of the extension
bonus as a financing expense for the year ended March 31, 1999. In March of
1999, the Company received a total of $300,000 from an officer and five
investors and issued convertible promissory notes due in one year with principal
and interest paid bimonthly at an interest rate of 10%. The notes are
convertible immediately into common stock at the rate of $.05 per share. In May,
1999, $150,000 from the cancellation of the obligations were utilized to
purchase 3,000,000 shares issued upon exercise of certain options. [See 13I]

In April and June of 1999, the Company received $50,000 from an investor and
$100,000 from an officer and issued additional convertible promissory notes
totaling $150,000 due in one year with principal and interest paid bimonthly at
an interest rate of 10%. The notes are convertible immediately into common stock
at the rate of $.05 per common share. At June 30, 1999, the balance of
convertible debentures was therefore $475,000.

On June 2, 1999, the Company was advised by one of the convertible debenture
holders of a $100,000 note that the bimonthly principal payments were being
waived and the paying of the bimonthly interest would continue.

For the year ended March 31, 1999 and the five months ended March 31, 1998, the
Company amortized $84,587 and $46,134, respectively, as a non-cash financing
cost, for the convertible debentures which is classified as interest expense.
For the three months ended June 30, 1999, the Company amortized $58,125 as a
non-cash-cash financing ocst which is also classified as interest expense. The
convertible notes are secured by the Company's entitlement to any net cash
proceeds derived from its interest in ATRE property [See Note 4B].

Interest expense of approximately $106,000 and $118,000 was recorded for the
three month ended June 30, 1999 and 1998, respectively.

[E] LOAN PAYABLE - In October 1997, the Company borrowed $360,000 from an
unaffiliated entity with interest at 10% per year. At March 31, 1998, $185,208
was outstanding on this obligation, which was repaid in full in September of
1998 by weekly payments of $7,500. Interest expense for the years ended March
31, 1999 and 1998 was $4,712 and $12,708, respectively.

[F] LOAN PAYABLE - In March of 1999, the Company incurred a thirty-six month
secured car loan with interest of 9.75% and monthly payments of $562.

[G] NOTE PAYABLE - In March of 1999, the Company received a promissory note for
$217,094 with ten monthly installments of principal and interest of $23,333 each
commencing March 9, 1999. As of June 30 1999, the Company owed $160,000
principal on this obligation. This note is guaranteed by the President of the
Company and is subordinated to the line of credit.

16
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[8] CAPITAL LEASES

The Company is the lessee of equipment under capital leases expiring in various
years through 2002. The assets and liabilities under capital leases are recorded
at the lower of the present value of the minimum lease payments or the fair
value of the assets. The assets are depreciated over the lower of their related
lease terms or their estimated productive lives. Depreciation of assets under
capital leases is included in depreciation expense for 1998 and 1999.

Following is a summary of property held under capital leases as of March 31,
1999:

Furniture, Fixtures and Equipment $ 87,081
Less: Accumulated Depreciation 10,584
--------------

TOTAL $ 76,497
----- ==============

Minimum future lease payments under capital leases as of March 31, 1999 for each
of the next five years and in the aggregate are:

Year Ending
March 31,
2000 $ 34,960
2001 34,960
2002 20,179
2003 --
2004 --
------------

Total Minimum Lease Payments 90,099
Less: Amount Representing Interest 18,205

PRESENT VALUE OF NET MINIMUM LEASE PAYMENTS $ 71,894
------------------------------------------- ============

[9] INCOME TAXES

The Company has net operating loss carryforwards of approximately $8,387,000
which expire through the year 2013. As a result of these carryforwards, the
Company has a deferred tax asset of approximately $3,354,800, which has been
offset by a valuation allowance of $3,354,800 resulting in a deferred asset of
$-0-. Future tax benefits related to this loss have not been recognized because
its realization is not assured. No current or deferred federal or state income
taxes have been provided for. The increase in the valuation allowance for the
year ended March 31, 1999 was $653,000.

17
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[9] INCOME TAXES [CONTINUED]

As of March 31, 1999, the approximate amount of the net operating loss income
tax carryforwards and their expiration dates are as follows:

Expiration
in Years ending Net Operating Loss
March 31, Carryforwards

2007 $ 1,317,000
2008 2,693,000
2009 2,015,000
2010 288,000
2011 1,300,000
2012 150,000
2013 624,000
---------------

TOTAL $ 8,387,000
----- ===============

[10] CAPITAL STOCK

[A] AUTHORIZED SHARES - The Board of Directors agreed on April 23, 1996 to
increase its authorized shares to 100,000,000 shares of common stock and
5,000,000 shares of preferred stock, which was approved at the August 23, 1996
annual shareholders meeting.

[B] PREFERRED STOCK - The preferred stock has no (i) dividend rights, (ii)
sinking fund provisions, (iii) rights of redemption, (iv) classification
provisions for voting, (vi) preemptive rights, (vi) liability to further calls
or to assessments by the Company, or (vii) any provision discriminating against
any existing or prospective holder. Holders of shares of preferred stock are not
entitled to any dividend preference. In the event of liquidation, holders of
shares of preferred stock shall be entitled to a preference of $.01 per share,
and any other remaining proceeds of liquidation shall be distributed shares and
shares alike to holders of all capital stock. The issued and outstanding
preferred stock are restricted and have not been registered.

[C] CONVERSION OF DEBENTURES PAYABLE - During the quarter ended June 30, 1996,
the Company issued convertible debentures of $1,257,988 with 10% interest per
annum and a 7% commission. The principal amount was convertible in whole or in
part into shares of the common stock of the Company at a conversion price equal
to 65% of the average closing bid price for the common stock for five trading
days immediately prior to the conversion. In no event could the conversion price
be less than $.20 per share or more than $.75 per share. In conjunction with the
debentures, the Company granted 1,000,000 warrants exercisable at $.25 per share
to two consultants. Warrants for 46,000 shares were exercised for $11,500 during
the year ended March 31, 1997. The Company recorded a financing expense of
$25,000 for the fair value of the warrants granted. The fair value of the
warrants was determined based upon the fair value of services received by the
Company in May and June of 1996. As of March 31, 1997, convertible debentures of
$290,000 were converted into 1,450,000 shares of the Company's common stock by
several off shore companies under Regulation S and $967,988 of convertible
promissory notes payable were outstanding and in default by the Company.
Interest expense of $97,000 and $24,702 was recorded for the years ended March
31, 1998 and 1997. Subsequent to September 30, 1997, the Company negotiated a
one year extension agreement and agreed to add 15% to the note as a deferred
financing cost of $110,721.

18
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[10] CAPITAL STOCK [CONTINUED]

[C] CONVERSION OF DEBENTURES PAYABLE [CONTINUED] - During fiscal March of 1998,
convertible debentures of $229,848 were converted into 6,037,668 shares of the
Company's common stock. In June of 1998, a convertible debenture holder
converted a note payable with a balance of $91,750 into 2,823,077 shares of the
Company's common stock. This brought total conversions of $611,598 of debentures
into 10,310,745 shares as of November 2, 1998.

In February of 1999, the Company converted $640,000 of the debentures into
8,000,000 shares of common stock. On February 10, 1999, the Company converted
the remaining note balance of $172,661 and unpaid interest of $90,415 into
3,018,254 shares of common stock. It was also agreed that the $175,000 extension
bonus, which was recorded as a financing cost in February of 1999, could be
converted into shares of common stock at an agreed exercise price subject to
market conditions. In March of 1999, the Company additionally received a total
of $300,000 from one officer and five investors and issued convertible
promissory notes due in one year with principal and interest paid bimonthly at
an interest rate of 10%. The notes are convertible immediately into common stock
at the rate of $.05 per share. As of May 20, 1999, the Company recorded payments
retiring a total of $150,000 of these convertible notes.

[D] EMPLOYMENT AGREEMENTS - In September 1997, two officers agreed to defer 90%
of their salaries until further notice, but not beyond March 31, 1998. As
consideration, the Company granted a total of 3,750,000 shares of common stock
and warrants to purchase 3,750,000 shares of the Company's common stock at an
exercise price of $.10 per share. The common shares granted vested during fiscal
1997 and the warrants were exercisable until March 31, 1999. In March of 1999,
the Company extended the term until August 24, 2002. The Company recorded
$75,000 in deferred costs for the fair value of the shares granted and amortized
$25,000 and $50,000 in the years ended March 31, 1999 and 1998, respectively. No
deferred costs were recorded for the warrants granted as the fair market value
of the underlying common shares was approximately equal to the exercise price.

19
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[10] CAPITAL STOCK [CONTINUED]

[D] EMPLOYMENT AGREEMENTS [CONTINUED] - In September 1997, the Company entered
into employment agreements with nine employees holding key positions. The
agreements provide for an aggregate of 550,000 shares of common stock with a
fair value of $11,000 for past services, warrants for 550,000 shares with an
exercise price of $.10 per share, and semi-monthly compensation of approximately
$14,000. The agreements will continue for an indefinite period of time.

[E] FINANCIAL CONSULTANTS - In fiscal 1998, the Company issued 250,000 shares of
stock to one of its consultants in consideration of entering into a two year
consulting agreement and recorded compensation of $5,000.

[F] STOCK IN LIEU OF COMMISSIONS - On March 11, 1998, the Company issued 347,368
shares of common stock to a salesman in lieu of commissions owed of $66,000. On
February 25, 1999, the Company issued 25,000 shares of common stock to a
salesman's beneficiary in lieu of commissions owed of $4,500.

[G] ADDITIONAL STOCK ISSUANCES - On October 24, 1998, the Company issued
1,499,523 shares of common stock to the Company's president pursuant to a
settlement agreement for a value of $30,000.

[11] EARNINGS PER SHARE

Earnings per share is based on the weighted average number of common shares
outstanding as restated to include the number of shares issued in the business
combination with TAV reflecting conversion for a preferred share of stock into
1.95 shares of common stock. The effect of warrants and options is included when
dilutive. Exercise of the options and warrants could potentially dilute basic
EPS in the future.

[12] MAJOR SUPPLIER

For the year ended March 31, 1998, the Company had purchases from three
suppliers that amounted to approximately 83% of net purchases. These suppliers
accounted for 52%, 20% and 11% of fiscal 1998 net purchases. For the year ended
March 31, 1999, the Company had purchases from two suppliers that amounted to
approximately 59% of net purchases. These suppliers accounted for 49% and 10% of
fiscal 1999 net purchases.

Loss of these suppliers would not significantly adversely affect the company
because management believes sufficient replacement vendors exist in the open
market.

[13] STOCK OPTIONS AND WARRANTS

[A] 1988 STOCK OPTION PLAN APPROVED - On October 12, 1988, the Company's
directors and stockholders approved the Company's 1988 Stock Option Plan [the
"Option Plan"] authorizing the granting of incentive options and non-qualified
options. The incentive options are intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended. Pursuant to the Option Plan, options
to purchase up to 10,000 shares of common stock may be granted to officers,
directors and key employees of the Company. The Stock Option Committee,
consisting of Messrs. Lu and Schillen, is responsible for determining the
individuals who will be granted options, the number of shares to be subject to
each option, the option price per share, and the exercise period of each option.

20
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[13] STOCK OPTIONS AND WARRANTS [CONTINUED]

[A] 1988 STOCK OPTION PLAN APPROVED [CONTINUED] - The option price will not be
less than the fair market value of the Company's common stock on the date the
option is granted. Options may be exercised by payment of cash. No option will
have a term in excess of ten years.

[B] CONSULTING AGREEMENT - FISCAL 1997 - In June 1996, the Company issued
1,000,000 common stock warrants at an exercise price of $.25 per share as part
of a consulting agreement entered into, which term ends June 1998. Deferred
compensation of $50,000 resulting from this transaction was recorded at the fair
market value of the services rendered. These warrants expire in April of 1999.

[C] CONVERTIBLE DEBENTURES - CONSULTING AGREEMENTS - In April 1996, in
connection with the convertible debentures, the Company entered into two
separate consulting agreements. As per the terms of both contracts, the Company
issued 1,000,000 common stock warrants [500,000 warrants per contract] at an
exercise price of $.25 per share of which 46,000 shares were issued as a result
of the exercise of warrants during the year ended March 31, 1997. These warrants
expire in April of 1999.

[D] OFFICERS' COMPENSATION - FISCAL 1998 - In September 1997, the two officers
agreed to defer 90% of their salaries until further notice, but not beyond March
31, 1998. As consideration, the Company granted a total of 3,750,000 shares of
common stock and warrants to purchase 3,750,000 shares of the Company's common
stock at an exercise price of $.10 per share. The common shares granted vested
during fiscal 1997 and the warrants were exercisable until March 31, 1999. In
March of 1999, the Company extended the term until August 24, 2002. The Company
recorded $75,000 in deferred costs for the fair value of the shares granted and
amortized $25,000 and $50,000 in the years ended March 31, 1999 and 1998,
respectively. No deferred costs were recorded for the warrants granted as the
fair market value of the underlying common shares was approximately equal to the
exercise price. These warrants were not exercised.

[E] CONSULTING AGREEMENT - FISCAL 1998 - In August 1997, the Company issued
2,050,000 common stock warrants at an exercise price of $.10 per share as part
of a consulting agreement entered into, whose term ends August 1999. Deferred
consulting costs of $100,000 resulting from this transaction was recorded at the
fair market value of the services rendered and approximately $50,000 and $31,000
was expensed for the years ended March 31, 1999 and 1998, respectively. In July
of 1998, the Company raised $20,000 from the exercise of warrants for 200,000
shares of the Company's common stock. In January of 1999, the Board reduced the
exercise price for two of the consultants, who each has 600,000 warrants, from
$.10 per share to $.05 per share. The Company recorded additional non-cash
consulting expense of $6,000 for this transaction. The consultants exercised
these warrants in February of 1999 and the Company realized proceeds of $60,000.

[F] OPTIONS ISSUED TO CHIEF EXECUTIVE OFFICER - FISCAL 1999 - In July and August
of 1998, the Company granted options to purchase a total of 6,000,000 shares of
common stock to the Chief Executive Officer for a potential customer, in
consideration of certain fulfillment orders submitted to the Company, and his
personal guarantee on the Company's loan agreements and loans made to the
Company. The Company recorded a $15,000 expense. These options may be exercised
for $.10 per share until March 2003.

21
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[13] STOCK OPTIONS AND WARRANTS [CONTINUED]

[G] CANCELLATION OF OPTIONS - On July 15, 1998, the Company incorporated
Galaxynet International, Inc. ["GalaxyNet"] in the State of Delaware, as a
majority-owned subsidiary of the Company. GalaxyNet intended to develop and sell
internet gaming software and intended to offer its software to internet gaming
companies and provide internet gaming web sites to solicit gambling wages from
primarily, Asian players. The Company also issued 4,000,000 options exercisable
at $.10 per share to an investor and 6,000,000 options to the Chief Executive
Officer exercisable at $.10 in connection with this project. On July 17, 1998,
the Company, along with GalaxyNet, entered into a memorandum of understanding
regarding the raising of capital in a private offering to raise gross proceeds
in the aggregate of between $3,000,000 and $10,000,000 with an enterprise who
would be paid the sum of 15% of the aggregate proceeds and received finders
options for up to 3,750,000 shares of common stock at exercise prices of between
$.10 and $.20 per share. The private offering period ended September 30, 1998,
and was extended until October 31, 1998. The private offering resulted in
raising funding proceeds of only $250,000. The Company subsequently canceled the
project and refunded the $250,000 to the investor and canceled all the project
related options in November 1998. The Company incurred expenses on behalf of
GalaxyNet for fiscal 1999 of approximately $30,000.

[H] CONSULTANT AGREEMENTS - FISCAL 1999 - On January 10, 1999, the Company
engaged three consultants for a period of one year to provide advice to
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, acquisitions and business opportunities. The consultants
received options to purchase a total of 4,700,000 of the Company's common stock
exercisable at $.05 per share in exchange for services to be rendered and the
options shall expire on December 31, 2000. These options were exercised in
February of 1999 for proceeds to the Company of $275,000.

The Company recorded deferred consulting cost of $33,000 for these 1999
consulting agreements and amortized $4,000 and $8,000 as consulting expense for
the year ended March 31, 1999 and three months ended June 30, 1999, respectively

[I] CONSULTING AGREEMENTS - FISCAL 2000 - On April 12, 1999 the Company entered
into three consulting agreements that will terminate on April 11, 2000 whereby
three consultants each received options for 2,000,000 shares of common stock
each which will expire on April 11, 2000 at an exercise price of $.05 per share.
The agreements can be terminated or extended as agreed to between the parties.
The Company recorded deferred consulting cost of approximately $120,000 in April
of 1999, and amortized approximately $26,000 for the three months ended June 30,
1999. The Company filed a Form S-8 on May 19, 1999 registering the 6,000,000
shares of common stock for these options. On May 20, 1999, the Company received
$150,000 in cash for the issuance of the 3,000,000 shares and $150,000 from the
cancellation of convertible debentures for issuance of 3,000,000 shares as a
result of the options being exercised. [See Note 7D]

22
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[13] STOCK OPTIONS AND WARRANTS [CONTINUED]

[J] OFFICERS' COMPENSATION - FISCAL 2000 - On May 25, 1999, the Company approved
the granting of options for a total of 4,500,000 shares of common stock
exercisable over five years at prices of $.05 and $.10 to two officers for their
services in securing additional financing, obtaining conversion of debentures to
equity and their securing new contracts with new customers in April of 1999. The
options expire May 2004. The Company recorded compensation expense of
approximately $180,000 in May of 1999.

[K] SUMMARY - The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, for
stock warrants issued to officers, employees, and consultants in accounting for
its warrants. Compensation expense has been recognized for the Company's
stock-based compensation in the amounts of $100,000 and $95,678 for the years
ended March 31, 1999 and 1998, respectively. The exercise price for all stock
warrants issued to these individuals during fiscal years 1999 and 1998 were
below the market price of the Company's stock at the date of grant.

A summary of the activity under the plan is as follows:
<TABLE>
<CAPTION>

Weighted
Weighted Average
Average Remaining
Officers and Exercise Contractual
Employees Consultants Shares Price Life
--------- ----------- ------ ----- ----
<S> <C> <C> <C> <C> <C>
OUTSTANDING - MARCH 31, 1997 1,000,000 2,000,000 3,000,000 $ .15
----------------------------

Granted 4,550,000 2,050,000 6,600,000 .08
Exercised -- (46,000) (46,000) (.08)
Forfeited/Expired -- -- -- --
-------------- ------------- -------------

OUTSTANDING - MARCH 31, 1998 5,550,000 4,004,000 9,554,000 .12
----------------------------

Granted 6,000,000 4,950,000 10,950,000 .07
Exercised -- (6,500,000) (6,500,000) .08
Forfeited/Expired -- -- -- --
-------------- ------------- -------------

OUTSTANDING - MARCH 31, 1999 11,550,000 2,454,000 14,004,000
---------------------------- ============== ============= =============

Granted [13I and 13J] 4,500,000 6,000,000 10,500,000 .06
Exercised [13H and 13I] -- (6,125,000) (6,125,000) .05
Forfeited/Expired -- -- --

OUTSTANDING - JUNE 30, 1999 16,050,000 2,329,000 18,379,000
---------------------------- ============== ============= =============

EXERCISABLE - JUNE 30, 1999 12,050,000 2,329,000 14,379,000 $ .09 4 Years
---------------------------- ============== ============= =============
</TABLE>

Weighted average fair value of options granted during fiscal 1999, 1998 and the
three months ended June 30, 1999 was $.10, $.12, and $.06, respectively.

23
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[13] STOCK OPTIONS AND WARRANTS [CONTINUED]

[K] SUMMARY[CONTINUED] - Had compensation cost been determined on the basis of
fair value pursuant to SFAS No. 123, for the shares under employee warrants for
the years ended March 31, 1999 and 1998, net loss per share would have been as
follows:

1 9 9 9 1 9 9 8
------- -------
Net Loss:
As Reported $ (1,602,652) $ (1,505,442)
============== ==============

Pro Forma $ (2,011,662) $ (1,835,742)
============== ==============

Basic Earnings Per Share:
As Reported $ (.05) $ (.08)
============== ==============

Pro Forma $ (.06) $ (.09)
============== ==============

The fair value used in the pro forma data was estimated by using an option
pricing model which took into account as of the grant date, the exercise price
and the expected life of the option, the current price of the underlying stock
and its expected volatility, expected dividends on the stock and the risk-free
interest rate for the expected term of the option. The following is the average
of the data used for the following items.

Risk-Free Expected Expected
Interest Rate Expected Life Volatility Dividends
------------- ------------- ---------- ---------

6 2.5 Years 144% None

[14] LITIGATION

The Company has in the past been named as defendant and co-defendant in various
legal actions filed against the Company in the normal course of business. All
past litigation have been resolved without material adverse impact on the
Company. For the year ended March 31, 1999, there were three civil actions
against the Company. One action is for alleged copyright infringement whereby
the Company has entered into a settlement agreement in February of 1998 to pay
$208,000 over twenty-four months, whereby the Company has made the eighteen
required payments due as of June 30, 1999. The second action is for breach of
service whereby the Company settled for two payments of $4,750 each, which were
paid in July and August, 1999. The third action, the Company has challenged the
alleged suit for copyright infringement.

[15] GOING CONCERN

The Company's March 31, 1999 and 1998 financial statements were prepared in
conformity with generally accepted accounting principles, which contemplates the
realization of assets and settlements of liabilities in the normal course of
business and continuation of the Company as a going concern. The Company
incurred net losses of $1,602,652 and $1,505,442 for the years ended March 31,
1999 and 1998, respectively, and had a working capital deficit at March 31, 1999
of $2,154,599.

24
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[15] GOING CONCERN [CONTINUED]

The Company had also been experiencing difficulties in paying its vendors on a
timely basis. These factors create uncertainty whether the Company can continue
as a going concern.

The Company's plans to mitigate the effects of the uncertainties are (i) to
create new products with better gross profits, (ii) to continue to negotiate
with several reliable investors to provide the Company with debt and equity
financing for working capital purposes, (iii) to convert debt to equity and (iv)
to continue to negotiate with major vendors for discounts.

Management believes that these plans can be effectively implemented in the next
twelve months. The Company will continue to seek additional financing from
private sources to supplement its cash needs for the next twelve months during
the implementation of these plans to achieve profitability. The Company's
ability to continue as a going concern is dependent on the implementation and
success of these plans. The financial statements do not include any adjustments
in the event the Company is unable to continue as a going concern. There can be
no assurance that management's plans to reduce operating losses or obtain
additional financing to fund operations will be successful. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue in
existence.

[16] MAJOR CUSTOMERS

For the three months ended June 30, 1999 and 1998, the Company had net sales to
three customers that amounted to approximately $350,326 or 50% and, $456,665, or
57%, respectively.

[17] SEGMENT INFORMATION

The following information is presented as a result of the Company adopting SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Information."

At March 31, 1999, the Company offers different products which are evaluated
separately in assessing performance and allocating resources. These products
have been reflected as two reportable segments, video products and general
merchandise.

VIDEO PROGRAMS AND OTHER LICENSED PRODUCTS - The Company distributes and sells
videocassette titles including certain public domain programs and certain
licensed programs. The Company markets its video programs to national and
regional mass merchandisers, department stores, drug stores, supermarkets and
other similar retail outlets. Also, in September of 1998, the Company entered
into a distribution agreement for a new product called Cine Chrome utilizing
classic images of licensed properties. The Company derived minimal revenues from
the sale of Cine Chrome products in fiscal 1999 and for the three months ended
June 30, 1999.

GENERAL MERCHANDISE - The Company through its wholly-owned subsidiary, Jewel
Products International, Inc. ["JPI"] manufacturers, purchases and distributes
toy products to mass merchandisers in the U.S., commencing fiscal 1999. In
fiscal 2000, the Company anticipates purchasing and distributing furniture
products and a line of personal computers. The Company offers the toy products
for limited sales periods and as demands for products change, JPI switches to
newer and more popular products.

25
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[17] SEGMENT INFORMATION [CONTINUED]

The following financial information is reported on the basis that is used
internally for evaluating segment performance and deciding how to allocate
resources. Interest expense is allocated based on revenues.
<TABLE>
<CAPTION>

Three months ended June 30, 1999
------------------------------------------------
Video
Programs
and Other
Licensed General
Products Merchandise Consolidated
-------- ----------- ------------
<S> <C> <C> <C>
Revenues $ 657,149 $ 41,936 $ 699,085
Operating [Loss] (411,459) (41,184) (452,643)
Interest Expense 99,923 6,378 106,301
Interest Income - Related Party 110 -- 110
Depreciation and Amortization - Fixed Assets 24,043 8,766 32,809
Amortization Masters and Artwork 57,705 -- 57,705
Capital Expenditures 8,662 2,000 10,662
Masters and Artwork - Expenditures 9,432 -- 9,432
Total Assets 2,823,812 808,880 3,632,692
</TABLE>

[18] FAIR VALUE OF FINANCIAL INSTRUMENTS

At June 30, 1999, financial instruments include cash, accounts receivable,
accounts payable, loans to and from related parties and debt. The fair values of
cash, accounts receivable, accounts payable and loans to and from related
parties approximates carrying value because of the short-term nature of these
instruments. The fair value of debt approximates carrying value since the
interest rates approximates the Company's cost of capital.

[19] SUBSEQUENT EVENTS

[A] CONSULTING AGREEMENTS - On July 13, 1999 the Company entered into a
consulting agreement that will terminate on July12, 2002 whereby consultant
received option for 1,000,000 shares of common stock which will expire on July
12, 2002 at an exercise price of $.10 per share. The agreements can be
terminated or extended as agreed to between the parties. The Company recorded
deferred consulting cost of approximately $20,000 in July of 1999.

[B] DEBT CONVERSION CANCELLATION - The Company negotiated and intended in July
of 1999 to convert certain related party payables totaling approximately
$1,900,000 into shares of the Company's common stock. On August 5, 1999, the
option to convert was canceled.

[C] OPTIONS EXERCISED - On July 8, 1999, a consultant exercised options for
$62,500 shares of the Company's common stock for services rendered and cost
incurred totalling $3125. [See Note 13H]

26
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[20] NEW AUTHORITATIVE PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. SFAS No. 133
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and how it is designated, for
example, gain or losses related to changes in the fair value of a derivative not
designated as a hedging instrument is recognized in earnings in the period of
the change, while certain types of hedges may be initially reported as a
component of other comprehensive income [outside earnings] until the
consummation of the underlying transaction.

SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Initial application of SFAS No. 133 should be as of the
beginning of a fiscal quarter; on that date, hedging relationships must be
designated anew and documented pursuant to the provisions of SFAS No. 133.
Earlier application of all of the provisions of SFAS No. 133 is encouraged, but
it is permitted only as of the beginning of any fiscal quarter. SFAS No. 133 is
not to be applied retroactively to financial statements of prior periods. The
Company does not currently have any derivative instruments and is not currently
engaged in any hedging activities.

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position ["SOP"] 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 provides guidance on the financial reporting of start-up
costs and organization costs, and requires that such costs to be expensed as
incurred. SOP 98-5 applies to all nongovernmental entities and is generally
effective for fiscal years beginning after December 15, 1998. Earlier
application is encouraged in fiscal years for which annual financial statements
previously have not been issued. The adoption of SOP 98-5 is not expected to
have a material impact on results of operations, financial position, or cash
flows of the Company as the Company's current policy is substantially in
accordance with SOP 98-5.

The Financial Accounting Standards Board ["FASB"] has had on its agenda a
project to address certain practice issues regarding Accounting Principles Board
["APB"] Opinion No. 25, "Accounting for Stock Issued to Employees." The FASB
plans on issuing various interpretations of APB Opinion No. 25 to address these
practice issues. The proposed effective date of these interpretations would be
the issuance date of the final Interpretation, which is expected to be in
September 1999. If adopted, the Interpretation would be applied prospectively
but would be applied to plan modification and grants that occur after December
15, 1998. The FASB's tentative interpretations are as follows:

27
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS [UNAUDITED]
- --------------------------------------------------------------------------------

[20] NEW AUTHORITATIVE PRONOUNCEMENTS [CONTINUED] - Accordingly, the cost of
issuing stock options to board members and independent contractors not meeting
the common law definition of an employee will have to be determined in
accordance with FASB Statement No. 123, "Accounting for Stock-Based
Compensation," and usually recorded as an expense in the period of the grant
[the service period could be prospective, however, see EITF 96-18].

* Options [or other equity instruments] of a parent company issued to
employees of a subsidiary should be considered options, etc. issued by
the employer corporation in the consolidated financial statements, and,
accordingly, APB Opinion No. 25 should continue to be applied in such
situations. This interpretation would apply to subsidiary companies only;
it would not apply to equity method investees or joint ventures.

* If the terms of an option [originally accounted for as a fixed option]
are modified during the option term to directly change the exercise
price, the modified option should be accounted for as a variable option.
Variable grant accounting should be applied to the modified option from
the date of the modification until the date of exercise. Consequently,
the final measurement of compensation expense would occur at the date of
exercise. The cancellation of an option and the issuance of a new option
with a lower exercise price shortly thereafter [for example, within six
months] to the same individual should be considered in substance a
modified [variable] option.

* Additional interpretations will address how to measure compensation
expense when a new measurement date is required.

. . . . . . . . . . . . . .

<PAGE>

ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

THREE MONTHS ENDED JUNE 30, 1999 COMPARED WITH THE THREE MONTHS ENDED JUNE 30,
1998:

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE INFORMATION
CONTAINED IN THE FINANCIAL STATEMENTS OF THE COMPANY AND THE NOTES THERETO
APPEARING ELSEWHERE HEREIN AND IN CONJUNCTION WITH THE MANAGEMENT'S DISCUSSION
AND ANALYSIS SET FORTH IN THE COMPANY'S FORM 10-KSB FOR THE YEAR ENDED MARCH 31,
1999.

THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING
TO THE COMPANY THAT ARE BASED ON THE BELIEFS OF THE COMPANY OR MANAGEMENT AS
WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY
OR MANAGEMENT. WHEN USED IN THIS DOCUMENT, THE WORDS "ANTICIPATE," "BELIEVE,"
"ESTIMATE," "EXPECT" AND "INTEND" AND SIMILAR EXPRESSIONS, AS THEY RELATE TO THE
COMPANY OR ITS MANAGEMENT, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
SUCH STATEMENTS REFLECT THE CURRENT VIEW OF THE COMPANY REGARDING FUTURE EVENTS
AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THE
RISKS AND UNCERTAINTIES NOTED. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED,
BELIEVED, ESTIMATED, EXPECTED OR INTENDED. IN EACH INSTANCE, FORWARD-LOOKING
INFORMATION SHOULD BE CONSIDERED IN LIGHT OF THE ACCOMPANYING MEANINGFUL
CAUTIONARY STATEMENTS HEREIN

RESULTS OF OPERATIONS

The Company's net loss for the three months ended June 30, 1999 was
approximately $776,000 as compared to a net loss of approximately $340,000 for
the same period last year. The primary reason for the net loss was the Company's
operating loss of approximately $612,000.

The Company's operating loss for the three months ended June 30, 1999 was
$611,893 as compared to an operating loss of approximately $301,615 for the same
period last year. The Company's operating loss arose primarily from an increased
operating expenses of approximately $334,000 offset by an increase gross profit
approximately $23,000.

The Company's sales for the three months ended June 30, 1999 and 1998, were
$699,085 and $790,864, respectively. The Company's sales decreased by
approximately $95,000 from the same period a year earlier with decreased toy
product sales of approximately $102,000. The lower toy product sales when
compared to the same period a year earlier was attributable to the selling of
certain toy inventory at a reduced selling price as a result of marketing
difficulties. The Company intends on marketing furniture and personal computers
in the second half of fiscal 2000, although there can be no assurances that the
company will be successful in such efforts. Sales of the Company's products are
generally seasonal resulting in increased sales starting in the third quarter of
the fiscal year. The Company expects the sales to increase in fiscal year ending
March 31, 2000.

Cost of sales for the three months ended June 30, 1999 and 1998 were $464,765
and $579,856 or 66% and 73% of sales, respectively. The decrease in cost of
sales as a percent to sales was primarily the result selling video products with
higher margins.

Gross profit for the three months ended June 30, 1999 and 1998 were
approximately $234,000 and $211,000, or 34% and 27% of sales, respectively. The
increase percentage for gross profit as a percent to sales was primarily due to
sale of higher margin video products.

29
<PAGE>

Operating expenses for the three months ended June 30, 1999 and 1998 were
approximately $846,213 and $512,623, respectively. This increase in operating
expenses of approximately $333,600 was the result of the Company's higher
expense levels in selling, general administrative, bad debt, and non-cash
consulting and compensation of approximately $214,000, offset by lower factoring
fees of $40,000. Increased general administrative expenses of approximately
$92,000 were primarily the result of higher expense levels of office rent,
license and permits, and professional fees. The increase of approximately
$227,000 in non-cash consulting and compensation was the result of non-cash
expenses associated with the issuance of stock options issued by the Company.

Bad debt expense for the three months ended June 30, 1999 and 1998 were $35,816
and $106, respectively.

Interest expense for the three months ended June 30, 1999 and 1998 were $106,301
and $118,402 respectively. The decrease in interest expense of approximately
$12,000 was the result of lower levels of borrowing. As of June 30, 1999, the
outstanding debt of the Company was approximately $1,721,838 primarily all of
which is classified as current. Interest income for the three months ended June
30, 1999 and 1998 were $110 and $790 respectively. The lower accounts receivable
from ATRE at June 30, 1999, resulted in lower accrued interest income for the
three months ended June 30,1999 when compared to the same period a year earlier.

The Company's auditors issued a going concern report for the year ended March
31, 1999. There can be no assurance that management's plans to reduce operating
losses will continue or the Company's efforts to obtain additional financing
will be successful.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital [deficit] at June 30, 1999 was $(2,247,704) as
compared with a working capital [deficit] of $(2,701,926) at June 30, 1998.

This decrease in the working capital [deficit] of approximately $454,000 is
primarily the result of the Company's ability to convert debt of approximately
$1,000,000 to equity during fiscal 1999.

OPERATIONS

For the three months ended June 30, 1999, cash utilized for operations was
approximately $214,526 as compared to $2,445,526 three months ended June 30,
1998. The Company borrowed in June of 1998, approximately $2,700,000 in short
term loans from two companies and the borrowings were used primarily to reduce
the Company's accounts payable balance. The Company intends to utilize future
debt or equity financing or debt to equity conversions to help satisfy past due
obligations and to pay down its debt obligations.

The Company has also been experiencing difficulties in paying its vendors on a
timely basis. These factors create uncertainty whether the Company can continue
as a going concern. The Company's plans to mitigate the effects of the
uncertainties are (i) to create new products with better gross profits, (ii) to
continue to negotiate with several reliable investors to provide the Company
with debt and equity financing for working capital purposes, (iii) to convert
debt to equity and (iv) to continue to negotiate with major vendors for
discounts.

In April of 1998, the Company entered into an agreement with S4C Corporation for
the exclusive rights to distribute a home video tape through December 31, 2003
with total advance payments aggregating a total commitment of approximately
$100,000 and additional royalties due as a percentage of wholesale prices. The
Company paid royalty advances of $84,300 for the year ended March 31, 1999
whereby $39,745 has been earned and expensed. For the three months ended June
30, 1999, the Company paid additional royalty advances of $15,700.

30
<PAGE>

Beginning in October 1998, the Company entered into a four-year lease expiring
in June 2002, for use as executive offices and manufacturing and warehouse
facilities for approximately $21,800 monthly. The Company leases sales office
space in Freehold, New Jersey for approximately $2,400 per month. This lease
expires on October 31, 2001. Rent expense for this facility was approximately
$28,000 for the year ended March 31, 1999. It also leased for $9,274 per month
office and warehousing space which would expire March 2001. Rent expense for
this facility was approximately $102,000 for the year ended March 31, 1999. The
Company has entered into a sublease for this space with a subtenant beginning
January 1, 1999 which requires the subtenant to pay approximately $9,494 per
month from March 1, 1999 through February 2000, and $9,936 per month from March
1, 2000 through March 31, 2001. The Company also has a one year sublease
agreement, for a total of approximately $10,000 annual rental income, with an
entity whose majority stockholder is the President of the Company.

INVESTING

For the three months ended June 30, 1999 and 1998, investments in masters and
artwork were $9,432 and $17,443, respectively. Management continues to seek to
acquire new titles to enhance its product lines.

American Top Real Estate, Inc. ["ATRE"] was formed in March 1989 for the
purposes of acquiring, owning and holding real property for commercial
development. ATRE does not engage in any other business operations. The Company
paid $50,000 for a 50% interest in ATRE. The Company's arrangement with its
partners in ATRE requires that all parties contribute capital or loans pro rata
according to their interests whenever required by ATRE for land acquisition,
principal or interest payments, property taxes or other expenses.

Upon sale or development of land, proceeds are used to repay all related loans
and other obligations, with the remaining balance distributed among the
shareholders of ATRE pro rata based on their interests. None of the other
investors in ATRE are otherwise associated or affiliated with the Company, nor
are any of ATRE's co-investors in its real estate holdings associated or
affiliated with the Company. ATRE has interests in two real estate parcels.

Parcel 1 consists of approximately 20 undeveloped acres purchased in two
transactions, in 1989 and 1997. ATRE has a 70% interest in Parcel 1, located in
Clark County, Washington. The total cost of Parcel 1, including financing
expenses and taxes, was approximately $2,300,000 through 1997.

Parcel 2 consists of 5.5 acres of undeveloped property, also in Clark County,
Washington. ATRE's interest in Parcel 2 is 25%. Parcel 2 was purchased in 1989
for $717,000. Approximately 2.5 acres of Parcel 2 were sold in 1996. The Company
received net proceeds of $121,600 from ATRE during fiscal 1997 relating to
Parcel 2 sales.
Approximately 3 acres remain unsold as of the date of this report.

31
<PAGE>

At March 31, 1998, ATRE has no binding sales contracts for the remaining parcels
of real estate owned by ATRE as these parcels of land continue to be developed
for commercial use. Contracts that were pending have not closed due to possible
changes in interest rates or possible overall market conditions. In addition,
the Company was advised by ATRE that proceeds realized by ATRE during fiscal
1998 were reinvested into other parcels to improve the ability to sell the
remaining parcels. In December of 1998, the Company received from a real estate
development specialist an aggregate approximate valuation of $5,200,000 for the
remaining ATRE parcels. Although the Company believes that final sales contracts
will be able to be consummated, at this time it is not possible to predict with
any certainty when the closing of such sales contracts of commercial real estate
may occur or whether the proceeds expected by the Company for their share in
this real estate could be significantly less than anticipated. Therefore, the
ultimate realizable value of the receivable for advances from ATRE could be
substantially less than the preadjusted carrying value of $1,600,000. The
Company setup a valuation allowance in the quarter ended March 31, 1998, of
$1,117,788 and accordingly, charged operations for that amount so that the
amount due from ATRE at March 31, 1998 is presented at the amount of the 1998
subsequent receipts of approximately $500,000. Based upon the above
circumstances the likelihood is that $1,117,788 from future proceeds from the
sale of the ATRE parcels will not be realized by the Company with any certainty.
At March 31, 1999, no monies are due from ATRE.

On June 2, 1999, ATRE entered into a sales agreement for approximately $600,000.
The ability of this agreement to close or for the Company to realize as of June
30, 1999 50% of the net proceeds to the Company, however, are uncertain.
Therefore, the Company has not recorded a receivable for this contract

FINANCING

In March 1993 a loan was renegotiated for the sum of $292,058 with principal
payments of $5,000 per month with an interest rate of 10% per annum due November
14, 1999. This note was paid in full on July 15, 1998 for approximately $60,000.
As a result, the Company recorded forgiveness of debt of approximately $66,000
in July 1998.

On May 8, 1995, the Company closed a sales agreement with a Mexican Company, for
$750,000 by allowing credit to the Company for duplication services and received
$750,000 of duplication services in exchange for equipment having a book value
of approximately $630,000. The Company classified the outstanding obligation of
$288,701 at March 31, 1998 as notes payable. This note was repaid in weekly
installments of $12,500 with the final payment made in September of 1998.
Interest expense of approximately $4,127 was recorded for the year ended March
31, 1999.

On August 30, 1996, the Company established a line of credit up to $2,500,000,
whereby, $2,000,000 was backed by pledged receivables and inventory and $500,000
was guaranteed by the Company's President. Interest was at a prime rate plus 3%.
Interest expense from April 1, 1997 through December 31, 1997 was approximately
$148,500. In December 1997, the Company repaid $469,221 on this line of credit
and engaged another financial institution for a $2,500,000 financing
arrangement. This arrangement is also backed by pledged receivables and
inventory. Cost is 1.5% discounted from pledged invoices for every 30 days for
the accounts receivable portion of the line of credit. The portion of the line
of credit backed by inventory is determined by the lesser of $800,000, 25% of
the clients finished toy inventory or 55% of the clients finished videotape
inventory. Interest is charged at 16.18% per annum on this portion of the debt.
This was formalized with the Company in June of 1998. Interest expense from
December 1997 through March 31, 1998 was approximately $27,500. Interest for the
year ended March 31, 1999 was approximately $310,000.

32
<PAGE>

During the quarter ended June 30, 1996, the Company issued convertible
debentures of $1,257,988 with 10% interest per annum and a 7% commission. The
principal amount was convertible in whole or in part into shares of the common
stock of the Company at a conversion price equal to 65% of the average closing
bid price for the common stock for five trading days immediately prior to the
conversion. In no event could the conversion price be less than $.20 per share
or more than $.75 per share. In conjunction with the debentures, the Company
granted 1,000,000 warrants exercisable at $.25 per share to two consultants.
Warrants for 46,000 shares were exercised for $11,500 during the year ended
March 31, 1997. The Company recorded a financing expense of $25,000 for the fair
value of the warrants granted. The fair value of the warrants was determined
based upon the fair value of services received by the Company in May and June of
1996.

As of March 31, 1997, convertible debentures of $290,000 were converted into
1,450,000 shares of the Company's common stock by several off shore companies
under Regulation S and $967,988 of convertible promissory notes payable were
outstanding and in default by the Company. Interest expense of $97,000 and
$24,702 was recorded for the years ended March 31, 1998 and 1997. Subsequent to
September 30, 1997, the Company negotiated a one year extension agreement and
agreed to add 15% to the note as a deferred financing cost of $110,721.

On November 2, 1998, convertible debentures with a balance of $848,861 were
reinvested into a new note for $921,851 for a new two year term expiring October
31, 2000 with interest of 10% and an extension bonus of $175,000, which carries
interest of 2.5% per annuum payable $50,000 per month after payment of all prior
and interest and the restructured note. The repayment term was a weekly amount
of $6,250 in 1998 and $12,500 in the years 1999 and 2000. In addition, there was
an acceleration clause of repayments for certain events and a 5% late charge for
any delinquent payments. The notes contained an option to convert the principal
and interest balance into the common stock of the Company subject to certain
pricing calculations. Collateral security included all the assets of the Company
and a personal collection guarantee as additional security to holder after
subordination to primary lender.

In February of 1999, the Company converted $640,000 of the debentures into
8,000,000 shares of common stock. On February 10, 1999, the Company converted
the remaining note balance of $172,661 and unpaid interest of $90,415 into
3,018,254 shares of common stock. It was also agreed that the $175,000 extension
bonus, which was recorded as a deferred financing cost in February of 1999,
could be converted into shares of common stock at an agreed exercise price
subject to market conditions. The Company amortized 20,000 of the extension
bonus as a financing expense for the year ended March 31, 1999. In March of
1999, the Company received a total of $300,000 from an officer and five
investors and issued convertible promissory notes due in one year with principal
and interest paid bimonthly at an interest rate of 10%. The notes are
convertible immediately into common stock at the rate of $.05 per share. At
March 31, 1999, the balance of convertible debentures was therefore $475,000. In
May, 1999, $150,000 from the cancellation of the obligations were utilized to
purchase 3,000,000 shares issued upon exercise of certain options. [See Note 19C
and 19G].

For the year ended March 31, 1999 and the five months ended March 31, 1998, the
Company amortized $84,587 and $46,134, respectively, as a non-cash financing
cost, for the convertible debentures which is classified as interest expense.
For the three months ended June 30, 1999, the Company amortized $58,125 as a
non-cash-cash financing cost which is also classified as interest expense. The
convertible notes are secured by the Company's entitlement to any net cash
proceeds derived from its interest in ATRE property [See Note 4B].

33
<PAGE>

Interest expense of approximately $106,000 was recorded for the three months
ended June 30, 1999.

In August 1997, the Company issued 2,050,000 common stock warrants at an
exercise price of $.10 per share as part of a consulting agreement entered into,
whose term ends August 1999. Deferred consulting costs of $100,000 resulting
from this transaction were recorded at the fair market value of the services
rendered and approximately $50,000 and $31,000 was expensed for the years ended
March 31, 1999 and 1998, respectively.

In October 1997, the Company borrowed $360,000 from an unaffiliated entity with
interest at 10% per year. At March 31, 1998, $185,208 was outstanding on this
obligation. This note was repaid in September of 1998 by weekly payments of
$7,500. Interest expense for the years ended March 31, 1999 and 1998 was $4,712
and $12,708, respectively.

On March 11, 1998, the Company issued 347,368 shares of common stock to a
salesman in lieu of commissions owed of $66,000. On February 25, 1999, the
Company issued 25,000 shares of common stock to a salesman's beneficiary in lieu
of commissions owed of $4,500.

On July 15, 1998, the Company incorporated Galaxynet International, Inc.
["GalaxyNet"] in the State of Delaware, as a majority-owned subsidiary of the
Company. GalaxyNet intended to develop and sell internet gaming software and
intended to offer its software to internet gaming companies and provide internet
gaming web sites to solicit gambling wags from primarily, Asian players. The
Company also issued 4,000,000 options exercisable at $.10 per share to an
investor and 6,000,000 options to the Chief Executive Officer exercisable at
$.10 in connection with this project. On July 17, 1998, the Company, along with
GalaxyNet, entered into a memorandum of understanding regarding the raising of
capital in a private offering to raise gross proceeds in the aggregate of
between and $3,000,000 and $10,000,000 with an enterprise who would be paid the
sum of 15% of the aggregate proceeds and received finders options for up to
3,750,000 shares of common stock at exercise prices of between $.10 and $.20 per
share. The private offering period ended September 30, 1998, and was extended
until October 31, 1998. The private offering resulted in raising funding
proceeds of only $250,000. The Company subsequently canceled the project and
refunded the $250,000 to the investor and canceled all the project related
options in November 1998. The Company incurred expenses on behalf of GalaxyNet
for fiscal 1999 of approximately $30,000.

In July of 1998, the Company raised $80,000 from the exercise of warrants for a
total 1,800,000 shares of the Company's common stock.

In July and August of 1998, the Company granted options to purchase a total of
6,000,000 shares of common stock to the chief executive officer for a new
potential customer, in consideration of certain fulfillment orders submitted to
the Company and loan guarantees. These options may be exercised for $0.10 per
share.

On October 24, 1998, the Company issued 1,499,523 shares of common stock to the
Company's president pursuant to a settlement agreement for a value of $30,000.

34
<PAGE>

On January 10, 1999, the Company engaged three consultants for a period of one
year to provide advice to undertake for and consult with the Company concerning
management, marketing, consulting, strategic planning, corporate organization
and structure, financial matters in connection with the operation of the
businesses of the Company, expansion of services, acquisitions and business
opportunities. The consultants received options to purchase a total of 4,700,000
of the Company's common stock exercisable at $.05 per share in exchange for
services to be rendered and the options shall expire on December 31, 2000. These
options were exercised in February of 1999 for proceeds to the Company of
$275,000.

On April 12, 1999 the Company entered into three consulting agreements that will
terminate on April 11, 2000 whereby three consultants each received options for
2,000,000 shares of common stock each which will expire on April 11, 2000 at an
exercise price of $.05 per share. The agreements can be terminated or extended
as agreed to between the parties. The Company recorded deferred consulting cost
of approximately $120,000 April of 1999, and amortized approximately $26,000 for
the three months ended June 30, 1999. The Company filed a Form S-8 on May 19,
1999 registering the 6,000,000 shares of common stock for these options. On May
20, 1999, the Company received $150,000 in cash for the issuance of the
3,000,000 shares and $150,000 from the cancellation of convertible debentures
for the consideration for issuance of 3,000,000 shares as a result of the
options being exercised.

In June of 1999, the Company received a loan in the amount of $90,000 from an
officer of the Company which is payable upon demand.

NEW AUTHORITATIVE PRONOUNCEMENTS

35
<PAGE>

* APB Opinion No. 25 has been applied in practice to include in its
definition of employees, outside members of the board or directors and
independent contractors. The FASB's interpretation of APB Opinion No. 25
will limit the definition of an employee to individuals who meet the
common law definition of an employee [which also is the basis for the
distinction between employees and nonemployees in the current U.S. tax
code]. Outside members of the board of directors and independent
contractors would be excluded from the scope of APB Opinion No. 25 unless
they qualify as employees under common law. Accordingly, the cost of
issuing stock options to board members and independent contractors not
meeting the common law definition of an employee will have to be
determined in accordance with FASB Statement No. 123, "Accounting for
Stock-Based Compensation," and usually recorded as an expense in the
period of the grant [the service period could be prospective, however,
see EITF 96-18].

* Additional interpretations will address how to measure compensation
expense when a new measurement date is required.

36
<PAGE>

YEAR 2000 ISSUE

The Company has attempted to evaluate the impact of the year 2000 issue on its
business and does not expect the amounts to be expensed over the next 12 months
to be material. No such costs have been expensed to date, since the Company
utilizes an off the shelf software package.

The Company commenced in June 1999 communication with its significant vendors
and customers to determine the extent that year 2000 compliance issues of such
parties may affect the Company. At this time, the Company believes that there
will be no disruption in business due to its customers' or vendors' year 2000
readiness. Also in June 1999, the Company commenced testing of its computer
hardware and software including all equipment posing a potential problem. The
Company has not established a contingency plan. There can be no guarantee that
the systems of such other companies will be timely converted without a material
adverse effect on the Company's business, financial condition or results of
operations.

IMPACT OF INFLATION

The Company does not believe that inflation had an impact on sales or income
during the past several years. Increases in supplies or other operating costs
could adversely affect the Company's operations; however, the Company believes
it could increase prices to offset increases in costs of goods sold or other
operating costs.

37
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. CHANGES IN SECURITIES.

On April 12, 1999 the Company entered into three consulting agreements that will
terminate on April 11, 2000 whereby three consultants each received options for
2,000,000 shares of common stock each which will expire on April 11, 2000 at an
exercise price of $.05 per share. The agreements can be terminated or extended
as agreed to between the parties. The Company recorded deferred consulting cost
of approximately $120,000 in April of 1999, and amortized approximately $26,000
for the three months ended June 30, 1999. The Company filed a Form S-8 on May
19, 1999 registering the 6,000,000 shares of common stock for these options. On
May 20, 1999, the Company received $150,000 in cash for the issuance of the
3,000,000 shares and $150,000 from the cancellation of convertible debentures
for the consideration for issuance of 3,000,000 shares as a result ot the
options being exercised.

The Company believes that the transactions set forth above were exempt from
registration with the Commission pursuant to either Section 4(2) of the
Securities Act as transactions by an issuer not involving any public offering,
Section 3(a)(9) of the Securities Act as a transaction involving an exchange by
an issuer with existing security holders, or Regulation S under the Securities
Act as a transaction that occurred outside the United States. No broker-dealer
or underwriter was involved in the foregoing transactions. All certificates
representing such securities have been or will be appropriately legended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

38
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. [CONTINUED]

Exhibit No.
-----------
27 Financial Data Schedule

(b) Reports on Form 8-K

None

* * * * *

39
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: Cerritos, California DIAMOND ENTERTAINMENT CORPORATION
August 23, 1999

By: /s/ James K.T. Lu
---------------------------------
James K.T. Lu
Chairman of the Board,
Chief Executive Officer;
President; Secretary and Director

By: /s/ Fred U. Odaka
---------------------------------
Fred U. Odaka
Chief Financial Officer,
Principal Financial Officer

40
<PAGE>

DIAMOND ENTERTAINMENT CORPORATION

EXHIBIT INDEX

EXHIBIT
NUMBER
------

27 Financial Data Schedule

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and the consolidated statement of operations and is
qualified in its entirety by reference to these statements.
</LEGEND>
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 809,882
<ALLOWANCES> 218,161
<INVENTORY> 2,119,027
<CURRENT-ASSETS> 2,880,176
<PP&E> 1,141,658
<DEPRECIATION> 790,522
<TOTAL-ASSETS> 3,632,692
<CURRENT-LIABILITIES> 5,127,880
<BONDS> 0
0
376,593
<COMMON> 12,108,228
<OTHER-SE> (14,040,042)
<TOTAL-LIABILITY-AND-EQUITY> 3,363,692
<SALES> 699,085
<TOTAL-REVENUES> 699,085
<CGS> 464,765
<TOTAL-COSTS> 846,213
<OTHER-EXPENSES> (286)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 164,426
<INCOME-PRETAX> (776,033)
<INCOME-TAX> 0
<INCOME-CONTINUING> (776,033)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (776,033)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)

</TABLE>