DGCP 8-K 01/08/2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of Earliest Event Reported): January 8, 2007
DIAGNOSTIC
CORPORATION OF AMERICA
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-50155
(Commission
File Number)
02-0563302
(I.R.S.
Employer Identification No.)
21-Jia
Bei Si Dong Road, Tie Xi Qu
Shen
Yang, P. R. China.
(Address
of Principal Executive Offices) (Zip Code)
(8624)
2560-9750
(Registrant's
Telephone Number, Including Area Code)
Copies
to:
Greentree
Financial Group, Inc.
7951
SW
6th Street, Suite 216
Plantation,
FL 33324
(954)
424-2345 Tel
(954)
424-2230 Fax
This
Current
Report on Form 8-K is filed by Diagnostic Corporation of America, a Delaware
corporation (“Registrant”), in connection with the items described
below.
Item 3.02
Unregistered Sales of Equity Securities
On
January 8,
2007, Diagnostic Corporation of America (“Registrant”), pursuant to the terms
and conditions of a Loan Conversion Agreement ("LCA"), dated December 10, 2006,
issued 17,100,000 shares of its Common Stock ("Shares"), pursuant to Regulation
S under the Securities Act of 1933, as amended, or another applicable exemption
from registration under the Securities Act of 1933. The Shares were issued
to
the creditors under the LCA to convert a shareholders loan of $4,240,506
("Shareholder Loans"), which was approximately $.25 per share. The Shareholder
Loans occurred when Liaoning
Neng Fa Weiye Pipe Network Construction and Operation Co. Ltd.
(“Neng
Fa"), a subsidiary of the Corporation, was initially incorporated.
As
a result
of this transaction, the creditors own approximately 56% of the issued and
outstanding shares of the Registrant’s Common Stock.
The
securities discussed above were offered and sold in reliance upon exemptions
from the registration requirements of Section 5 of the Securities Act of
1933, as amended, pursuant to Section 4(2) of the Act and Rule 506
promulgated thereunder.
SIGNATURES
Pursuant
to
the requirements of the Securities Exchange Act of 1934, the Registrant caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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DIAGNOSTIC
CORPORATION OF AMERICA
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| Date: January
15, 2006 |
By: |
/s/ Li,
Gang |
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Li, Gang
Chairman,
President and Chief Executive
Officer
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