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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/11/06 Rx for Africa, Inc 8-K:1,2,9 11/30/06 10:875K Publicease Inc/FA |
Document/Exhibit Description Pages Size
1: 8-K Diamond Entertainment Corporation HTML 26K
2: EX-10.51 Alpha Note G&M November 20, 2006 HTML 57K
3: EX-10.52 Alpha Warrant G&M November 20, 2006 HTML 68K
4: EX-10.53 Funds Escrow G&M November 20, 2006 HTML 68K
5: EX-10.54 Longview Note G&M November 20, 2006 HTML 57K
6: EX-10.55 Longview Warrant G&M November 20, 2006 HTML 68K
7: EX-10.56 Security Agreement G&M November 20, 2006 HTML 92K
8: EX-10.57 Subscription G&M November 14, 2006 HTML 236K
9: EX-10.58 Loi Agreement HTML 26K
10: EX-99.1 News Release Issued by Diamond Entertainment HTML 19K
Corporation on November 30, 2006
| Unassociated Document |
|
a.
|
The
acquisition will take the form of a triangular
acquisition
|
|
b.
|
The
acquisition will be pursuant to New Jersey General Corporations
code
section 4A:10-5.1, Merger of subsidiary corporation, subsection
(1).
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c.
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bridge
loan of $1,150K ($1,000K from Longview and $150K form Alpha Capital
AG) to
DMEC in the form of two convertible notes of which $850,000 will
be loaned
by DMEC to Rx Africa (Ethiopia) P.L.C upon execution of this
LOI.
|
|
A
second traunch of $1,150k ($1,000K from Longview and $150K form
Alpha
Capital AG) will be funded to DMEC also in the form of two convertible
notes upon the the first event to occur of (i) the actual effectiveness
of
the Registration Statement as defined in Section 11.1(iv) hereunder,
or
(ii) the delivery by the Company on or before January 31, 2007
of
certified consolidated financial statements of the Company and
all
entities which are or will be direct or indirect subsidiaries of
the
Company after the closing of the transaction and upon the signing
of a
definitive merger agreement.
|
|
|
The
terms of the loan Rx Africa (Ethiopia) P.L.C will be principal
due upon
closing the cquisition plus 14% interest per Annum, payable inkind
(net
effect is that the loan balance would ero out on an intercompany
basis).
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|
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d.
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security
interest in Rx
Africa (Ethiopia) P.L.C. assets
on behalf of the investor will be issued.
|
|
1.
|
The
BOD’s for DMECA approve the acquisition of RX for Africa.
|
|
2.
|
Rx
of Africa acquires Rx Africa (Ethiopia) P.L.C.
|
|
3.
|
DMECA
will acquire 100% of RX for Africa in exchange approximately 85%
of DMEC’s
stock.
|
|
3.
|
An
8K is filed disclosing the acquisition by DMECA. Audited financials
for RX
for Africa (including Rx Africa (Ethiopia) P.L.C.) will need to
be
submitted within 71 days of the date of this letter.
|
|
4.
|
DMEC
files a 14C proxy to approve a change in the name of DMEC to RX
for Africa
plus any other corporate business.
|
|
1.
|
Current
Outstanding Shares:
|
26,666,667
fully diluted
|
|
2.
|
Shares
issued to RX for Africa:
|
151,111,113
shares.
|
|
3.
|
Total
Post Acquisition Shares:
|
177,777,780
Shares
|
|
Board
of Directors
|
Upon
closing the current Board of Directors of DMEC will resign except
for
James Lu. James Lu will subsequently appoint a new director.
|
|
Legal
|
RX
for Africa / DMEC shall each be responsible for their own pre-Acquisition
fees, including legal, accounting, and any regulatory fees.
|
|
Acquisition
|
|
|
Agreement
|
The
parties shall use their best efforts to consummate the Acquisition
pursuant to an Acquisition Agreement which shall contain among
other
hings, appropriate representations and warranties of each company
and
their respective principal shareholders
|
|
Due
Diligence
|
|
|
Authorization
|
Each
party shall have the right to conduct a legal and financial audit
of the
other party prior to the Merger. All such due diligence shall be
satisfactory to each party in its sole discretion as a condition
to the
consummation of the Merger. Consummation of the Merger shall be
further
subject to approval by the shareholders and Board of Directors
of each
party.
|
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Limitations
on
|
|
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Further
Discussions
|
For
a period of forty five (45) days after the acceptance of this Term
Sheet,
to induce Client Corp. (Rx for Africa), to proceed with their due
diligence of DMEC, DMEC agrees that it shall not discuss or enter
into any
agreements with any other person with respect to financing or any
potential merger of DMEC with another
party.
|
|
By:
|
/s/
James
Lu
|
|
President
|
|
|
DMECA
|
|
|
|
|
|
By:
|
/s/
James
Lu
|
|
President
|
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/31/07 | SC 13G/A | |||
| Filed on: | 12/11/06 | |||
| For Period End: | 11/30/06 | |||
| 11/19/06 | ||||
| 11/15/06 | NT 10-Q | |||
| List all Filings | ||||