20-F

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

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [X]

For the fiscal year ended November 30, 2004

Commission file number 000-16008

DIAMANT ART CORPORATION
[formerly ART INTERNATIONAL CORPORATION]

Ontario, Canada.         98-0082514

5-7100 Warden Avenue, Markham, Ontario, L3R 8B5 Canada (905) 477-0252

Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which Registered

- NONE -

 Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares, without par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

- NONE -

(Title of Class)

As of November 30, 2004, the number of shares of Common Stock outstanding was 80,510,914.

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

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 [X] / Item 18

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [X] / No

PART I

Item 1. Identity of Directors, Senior Management and Advisers

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 1.

Item 2. Offer Statistics and Expected Timetable

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 2.

Item 3. Key Information

A. Selected financial data.

The following presents selected financial data for the Company in Canadian dollars and in accordance with Canadian Generally Accepted Accounting Principles ("CDN-GAAP"). It should be read in conjunction with the separate financial statements of the Company and related notes included elsewhere herein, which were prepared under CDN-GAAP. This financial data should be compared to the Company's Audited Financial Statements and the reconciliation of the financial information presented between CDN-GAAP and US-GAAP. The financial data as of November 30, 2004 and for the four previous fiscal years has been derived from financial statements of the Company that have been examined by independent chartered accountants in Canada.

Extracts from audited financial statements.	November 30	November 30	November 30	November 30	November 30
	2004	2003	2002	2001	2000
Summary of operations:
Sales	62,066	83,450	191,820	520,528	807,144
Cost of goods sold	209,353	218,956	327,566	518,946	688,768
Gross profit / (loss)	(147,287)	(135,506)	(135,746)	1,582	118,376
Depreciation and amortization	4,493	5,616	10,724	9,701	4,888
Selling, general and administrative expenses	118,648	274,829	312,734	435,821	612,142
Interest and finance expense	41,045	40,921	49,455	47,699	47,980
Operating loss	(311,473)	(456,872)	(508,659)	(491,639)	(546,634)
Foreign Exchange Gain, Unrealised	75,761	165,546	9,380	--	--
Loss before equity in loss of affiliated company	(235,712)	(291,326)	(499,279)	(491,639)	(546,634)
Equity in loss of affiliated company(1) (8)	(93,165)	--	--	(812,184)	(400,798)
Net loss	(328,877)	(291,326)	(499,279)	(1,303,823)	(947,432)
Net loss per common share (2)		(0.169)	(0.978)	(2.550)	(2.943)
Weighted average number common shares o/s (5),(6)		1,720,000	510,336	510,336	321,926
Summary of balance sheet data:
Current assets	53,904	76,580	129,290	186,684	368,564
Total assets	71,876	99,045	157,371	395,489	517,437
Current liabilities	2,449,432	2,147,792	1,914,792	1,653,631	1,449,098
Total liabilities	2,449,432	2,147,792	1,914,792	1,653,631	1,449,098
Share capital	10,595,218	10,595,218	10,595,218	10,595,218	9,617,876
Contributed surplus	11,775,000	11,775,000	11,775,000	11,775,000	11,775,000
Accumulated deficit	(24,747,842)	(24,418,965)	(24,127,639)	(23,628,360)	(22,324,537)
Shareholders' (Deficit) Equity	(2,377,624)	(2,048,747)	(1,757,421)	(1,258,142)	(931,661)
Under U.S. GAAP
Net loss	(407,854)	(420,494)	(499,279)	(1,303,823)	(947,432)
Net loss per common share		(0.4889)	(1.957)	(5.110)	(5.886)
Share capital (3)	12,636,761	12,636,761	12,636,761	12,636,761	11,659,419
Accumulated deficit (3)	(26,997,530)	(26,595,891)	(26,175,397)	(25,676,118)	(24,372,295)
Cum. Translation adjustment gain	(208,213)	129,168	--	--	--
Shareholders' (Deficit) Equity	(2,377,556)	(2,048,747)	(1,757,421)	(1,258,142)	(931,661)
Ave. annual exchange rates $1.00US = Canadian $ (4)	1.3015	1.4015	1.5704	1.5484	1.4852

(1)The affiliate company was The Buck A Day Company Inc. ("Buck"). The investment in Buck is accounted for on the equity basis, whereby the Company records its share of Buck's net losses. The Company owned 100% of the affiliate's outstanding shares from December 2, 2000 through August 31, 2001, and subsequently its ownership was diluted down to 10%; effective August 2001. And in February 2002, the investment in Buck was sold to a third party. Consequently the Company has reflected the reported years on the equity basis.

(2)As the Company is in a loss position, it does not reflect the fully diluted earnings per share, as the effect would be anti-dilutive.

(3)In prior years, under Canadian GAAP share capital was reported net of issuance costs, in the aggregate of $2,047,758, whereas under U.S. GAAP such costs were charged against the operating income as a period expense in the year of stock issuance; thus under U.S. GAAP the reported share capital amount was greater by the amount of the issuance costs. Consequently, under the respective Canadian GAAP the corporation's reported accumulated deficit was lower by the same margin.

(4)The above noted summary financial data is prepared in the currency of the Corporation's Home country, in Canadian dollars. The above noted exchange rates represent the average annual exchange for 1 United States dollar expressed in Canadian dollars. The following table of exchange rates is the monthly high and low exchange rate for 1 United States dollar expressed in Canadian dollars, and is provided for information purposes:

Month	Jun	Jul	Aug	Sep	Oct	Nov	Dec	Jan	Feb	Mar	Apr	May
	04	04	04	04	04	04	04	05	05	05	05	05
High	1.3623	1.3271	1.3178	1.2928	1,2521	1.2004	1.2238	1.2303	1.2441	1.2205	1.2399	1.2590
Low	1.3539	1.3176	1.3080	1.2849	1.2437	1.1925	1.2127	1.2201	1.2350	1.2120	1.2323	1.2522

The closing daily exchange rate for 1 United States dollar expressed in Canadian dollars for May 31, 2005 was 1.2530.

(5)Under Canadian GAAP exchange gains or losses are charged against the operating income as a period gain or loss, whereas under U.S. GAAP they are reported as a cumulative translation adjustment in the Statement of Shareholders' Retained Earnings or Deficiency.

(6)Effective May 2003, the shareholders of the Corporation voted unanimously to consolidate the common shares on the basis of 100:1; the prior years' numbers have been adjusted to reflect this consolidation.

(7)Effective October 29, 2004 the Corporation declared a 2-for-1 stock-split-dividend; the prior years numbers have been adjusted to reflect this split. For greater clarity, Each shareholder of 1 common share receives an additional one common share.

B. Capitalization and indebtedness.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 3.B.

C. Reasons for the offer and use of proceeds.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 3.C.

D. Risk factors.

1) THERE IS SIGNIFICANT DOUBT THAT THE COMPANY IS A GOING CONCERN - As reported by our independent chartered accountants in the accompanying audited financial statements have been prepared on the basis of accounting principles applicable to a going concern, meaning that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. However, the use of generally accepted accounting principles that are applicable to a going concern is potentially inappropriate because there is significant doubt about the appropriateness of the going concern assumption. Given the accumulation of operating losses and the deficiency of working capital, the Company's ability to realize its assets and discharge its liabilities is dependent upon the attainment of profitable operations and the continued financial support of its creditors. The financial statements do not reflect adjustments that might be necessary should profits not be attained, or should the support not be continued.

2) THE SECURED NOTE HOLDERS OF THE COMPANY MAY NOT RENEW AND EXTEND REPAYMENT TERMS. - The Company is in default under its extended repayment terms. In addition, one Note Holder commenced proceedings against the Company, in 1999 and 2000 in the State of New York and Province of Ontario, respectively. In both cases the Company had counter-claimed, and in both cases the plaintiff has filed for discontinuance without prejudice. We cannot be assured that the Note Holders will agree to further credit extensions, or that the Company would be able to pay them or in the case of further actions by the Note Holder(s) to enforce payment, that the Company could

mount a successful defense. Currently, there is no formal supplementary agreement for credit extension or waiver of the Note Holders' remedies under the security agreement between the Note Holders and the Company.

3) WE RELY UPON THE CONTINUING SUPPORT OF TRADE CREDITORS. - There is no assurance that the trade creditors will continue to cooperate with the Company, which could jeopardize its future ability to obtain products and services and negatively impact operations in a material way.

4) THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL BE SUCCESSFUL ITS NEW VENTURE IN THE FOOD PACKAGING BUSINESS - During 2004 the Company, through its newly incorporated and wholly owned subsidiary, Diamant Film Inc., acquired the exclusive distribution rights for North America, including United States, Canada, Mexico and Bahamas, for a clear stretch film food wrapping (which product is Trade Marked and marketed under the brand name "DIAMANT"). The Company is uniquely positioned because the DIAMANT Brand presents the food wrapping industry and markets in North America with an alternative environmentally "healthy" product, which has no PVC, and that can be mass produced and competitively priced. Notwithstanding, our ability to succeed in the food packaging business is dependant on our ability to:

i) Meet minimum purchase quantities of DIAMANT™ - increasing to 18,000,000 LBS annual minimum quantity by year five, ending June 2009.

ii) Raise external capital - to finance the purchase of DIAMANT™ product, and cover marketing and selling and distribution costs until the operations of its subsidiary are self (internally) financed by profits.

iii) Manage our launch of DIAMANT™ product - There can be no assurances that the Company will successfully manage all its challenges in launching its new packaging business.

5) IF WE ARE UNABLE TO ACHIEVE PROFITABILITY, WE WILL CONTINUE TO RELY ON EXTERNAL FINANCING - the Company operates at a loss. During fiscal 2004 the Company was able to obtain demand debt financing. In future, our inability to raise new capital or achieve profitability could have a material adverse effect on the ability of the Company to continue operations.

6) CERTAIN STOCKHOLDERS CAN EXERCISE SIGNIFICANT INFLUENCE OVER OUR BUSINESS AND AFFAIRS AND MAY HAVE INTERESTS THAT ARE DIFFERENT FROM THE COMMON SHAREHOLDERS. - The Company has zero Class "C" Common shares issued and outstanding at November 30, 2004. During fiscal 2004 holders of 372,700 Class "C" Common share converted to 37,270,000 common shares. Each Class "C" Common share entitles the holder to 100 votes. Subsequent to the year-end holders of debt advances, totaling $1,215,500 converted their position into 4,631,000 Class "C" Common shares. Therefore the Class "C" Common shares have a total of 463,100,000 votes, which gives them control over the Board of Directors and operations of the Company. The Class "C" Common Shares are not traded.

7) THERE CAN BE NO ASSURANCE THAT WE WILL SUCCEED IN THE ART REPRODUCTION MARKETS OR THAT COMPETITORS WILL NOT PROVIDE SUCCESSFUL RIVAL PRODUCTS. -- The Company reproductions must compete with a variety of decorative art products, including products from other companies, which replicate fine art as well as original artwork from local artists and others. Small vendors can compete effectively within the marketplace while larger vendors can benefit from volume discounts. Company must competitively price its products against both the large and the small vendors to successfully build sales volume. Many companies have processes for reproducing oil paintings, including other methods of texturing their reproductions, and there are also many companies, which market art reproductions such as giclee, lithographs and serigraphs. Nevertheless, we believe that no other known reproduction processes compare in quality with the Company processes in accurately reproducing brush strokes and texture; and the color intensity and other reproduction characteristics are believed to be at least equal to any other known reproduction process. Company's success in the marketplace will depend upon creating greater awareness of its products, as well as its pricing and delivery policies.

8) FLUCTUATIONS IN CONVERSION RATE BETWEEN THE CANADIAN AND UNITED STATES DOLLARS COULD HAVE A NEGATIVE IMPACT ON OUR FINANCIAL RESULTS - The majority of Company's revenues are exports and its invoicing is in United States dollars. The Company has experienced a strong Canadian dollar in relation to the US dollar during the current year, which negatively impacted gross margins. However, the Company benefited from the stronger Canadian dollar because its total US liabilities, as reported in Canadian dollars, have decreased by approximately $208,000 because of unrealized exchange gains. However the reverse is true, a weakening Canadian dollar would improve gross profit but result in more onerous US liabilities.

9) OUR STOCK PRICE HAS BEEN VOLATILE. - The market price of our common stock has been volatile, for example between December 2003 and May 2005, the trading prices for our common shares varied between a high of $US0.88 and a

low of $US0.03. Fluctuations in trading price of our common stock may continue in response to a number of events and factors, which may adversely impact our ability to obtain further equity financing.

Item 4.Information on the Company

A. History and development of the Company.

The Corporation operates as Diamant Art Corporation, which name was adopted and approved, November 22, 2004, by shareholders through an amendment to the Articles of Incorporation of the Company (formerly ART International Corporation (from May 2003), ART International Inc. (from July 1998); hereinafter also referred to as "Company" or "Corporation" or "DIAMANT".)

The Company was incorporated in Canada on January 24, 1986 under The Ontario Business Corporations Act.

The Corporate offices and operations are located at 7100 - 5 Warden Avenue, Markham, Ontario, Canada. Telephone: 905 477 5052.

During the last three fiscal years, DIAMANT operated in three different business sectors:

Art Reproduction - Artagraph™

Historically, the Company's primary business was the production, distribution and marketing of replications of original paintings that incorporated brushwork texture including but not limited to oil, acrylic and other textured pigment-mediums "Textured ART". The Company's reproductions on canvas are marketed using the registered trademark of Artagraph® Editions, (sometimes referred to as "Artagraph®" or Artagraphs®"). The principle component of the Company's product line is PVC-based plastic.

Generally, the Company has been reliant on one or a few major customers. Within the past three fiscal years the Company's major customer was Museum, a specialty retailer operating in the United States, whereby the Corporation's sales revenues from that source had represented in the range of 40 - - 60% of its total revenues.

On January 10, 2002, Museum went into Chapter 11; at which date Museum owed the Company approximately $100,000 of trade receivables. The Company had purchased export insurance for its US customers including the Museum, which lowered the bad-debt loss on its trade-receivables (owed by Museum) to approximately $30,000. In the period from December 1, 2001 to January 10, 2002, the Corporation sold $65,000 of Artagraph images to Museum.

During the period in Chapter 11, from January through April 2002, Museum operated as The Museum Company, D.I.P. ("Museum") and continued to purchase products from the Company. Total sales revenues reported in the Chapter 11 period were approximately $21,000.

In May 2002, Museum emerged from Chapter 11, whereby the continuing business assets were sold to a third party company, "The Museum Company Acquisition Corp" (hereinafter also referred to as "Museum"). During the Chapter 11 proceedings Trustee/Receiver-manager had closed approximately 50 - 60% of its stores. Consequently, a reduction of sales revenues from this retail store-chain was anticipated because of: first, the closed stores; second, the Company's inability to finance additional images and point-of-sale materials; and, third, the Company placed Museum on 15-day payment terms that have reduced Museum's ability to finance its inventory and consequently Museum purchased only made-to-order framed images that the Company drop-shipped directly to the customer.

From May 2002 through November 2002, the Company sold Museum approximately $30,000 of Artagraph products.

In the first six months of fiscal year 2003, sales to the Museum Company declined significantly; reported sales revenues were approximately $14,000. Thereafter, following the first NSF payment, the Company placed Museum on "cash-on-order" basis exclusively, and following this the Company received no further orders from the Museum. Management believes Museum may have reorganized its business affairs a second time and that its new operations focus on an internet-based business model and lower-priced merchandise product. The Company did not sell to the Museum Company during Fiscal 2004, and there is no expectation that the Corporation will resume sales to the Museum in the foreseeable future.

New Subsidiary, Diamant Film Inc. -- Operating in the food packaging business.

On March 11, 2004, the Company and Diamant Plastics Corp. ("PLASTICS"), a private company incorporated in Ontario, Canada, executed a letter of intent to negotiate the exclusive rights, for the Company, in the United States and Canada; to manufacture, market and distribute new non-PVC based plastic utilized in the stretch-film food packaging industry, name branded DIAMANT ™.4t564

On April 22, 2004, the Company formed a wholly owned subsidiary, Diamant Film Inc. ("FILM"), under articles of incorporation in Ontario, Canada. The subsidiary was formed to continue negotiations and implementation of the food packaging business.

Effective June 14, 2004, FILM finalized an agreement with PLASTICS for the exclusive distribution rights in Canada, to market and distribute DIAMANT™. The agreement has a term of five years, renewable for a further five years at the FILM's option.

Effective June 28, 2004, FILM finalized an agreement with PLASTICS for the exclusive distribution rights in the United States Of America, to market and distribute DIAMANT™ film. The agreement has a term of five years, renewable for a further five years at the FILM's option.

On October 8, 2004, DIAMANT ART CORPORATION (as ART International Corporation) filed a Form 8-K detailing its subsidiary's ongoing business developments, including:

• September 15, 2004, FILM concluded a successful 90-day test of its DIAMANT™ film with a national Canadian food retailer.
• September 21, 2004, FILM reached an agreement with a second national supermarket retailer to test DIAMANT™ film.
• September 28, 2004, the Company was authorized to use Canada's Environmental Choice Program ("ECP"); a North American leading benchmark of environmentally responsible products and services. DIAMANT™ film successfully met criteria for both environmental and performance standards.

Effective November 15, 2004, FILM finalized an agreement with PLASTICS for the exclusive distribution rights in Mexico, to market and distribute DIAMANT™ film. The agreement has a term of five years, renewable for a further five years at the FILM's option.

Subsequent to the year ended November 30, 2004 the Company through its subsidiary FILM continued to progress in its new food packaging business.

On February 14, 2005, FILM received its initial order from Quality Cheese Inc., a manufacturer, distributor and retailer of Italian specialty chesses in Canada. Quality operates out of a 20,000-production facility in Ontario.

On March 10, 2005, FILM signed an exclusive agreement with Presidential Holdings, Inc. ("PRESIDENTIAL"), giving PRESIDENTIAL the exclusive right to sell, market and distribute DIAMANT™ film to the United States military market. PRESIDENTIAL comprises professional military and private sector consultants whom assist companies to develop supply contracts with the US military. In addition, former Vice Admiral, U.S. Navy, Commander, Giffin, who is a senior strategic consultant with PRESIDENTIAL became a member of FILM's Advisory Board.

Effective March 23, 2005, FILM finalized an agreement with PLASTICS for the exclusive distribution rights in the Bahamas, to market and distribute DIAMANT™ film. The agreement has a term of five years, renewable for a further five years at the FILM's option.

On March 29, 2005, FILM executed a five-year agreement, effective March 1, 2005, with Victory Packaging of Houston, Texas ("VICTORY") giving VICTORY exclusive sales and distribution rights to DIAMANT™ film in North America for industrial and supermarket applications. VICTORY has approximately $350 million in annual revenues and operates 50 warehouses across North America. Under the terms of the agreement, VICTORY agreed to purchase minimum quantities of DIAMANT™ film from 135 million feet, in year one, to 4.2 billion feet by year five. If fully delivered, the five-year contract represents an estimated $120 million in sales revenues.

On April 18, 2005, FILM executed an out-sourcing agreement with Astron Bulk Packaging Limited ("ASTRON"), whereby ASTRON will provide operation services including, receiving bulk imports and repackaging and delivery to customers.

Prior business interest in the business-to-consumer direct marketing of personal computers.

Within the last three years the Corporation invested in The Buck a Day Company ("Buck") eventually acquiring 100% of Buck's share capital. Then through the conversion of debt, owed to Buck's founding management group and third party debt, into common shares by Buck, the Corporation's investment was diluted down-to 10% ownership; and in February 2002 the Corporation sold 100% of the common shares it owned in Buck to a third party corporation. At the time of its investment in the Buck common shares the Corporation had the expectation that Buck would market and distribute its products.

Buck was marketing, telesales and financing operation designed to bring direct response to the next level through an integration of media, internet and communications technologies. The "Buck A Day" branding is the basic premise of its business model; specifically that name brand products are packaged so that the customer can purchase them for as little as "a dollar a day" with no down payment.

On December 6, 2002, the management of Buck laid-off all employees of the corporation and subsequently filed Buck for bankruptcy proceedings. Shareholders of Buck representing approximately 60% and control of that corporation applied to the Ontario Courts for injunctive relief and removal of the management of the corporation. In subsequent rulings the Ontario Court halted the bankruptcy proceedings, removed the Defendants from management and directors of Buck. On January 28, 2003, in a special meeting of shareholders of Buck a new board of directors was elected. Said directors and shareholders of the corporation attempted unsuccessfully to recommence operations in 2003; on and about April 2003 the landlord of Buck's offices repossessed the premises to protect landlord's rights and locked-out Buck.

Summary Table

The following table shows comparatives of gross revenues between the three disparate business segments of the Corporation and the percentage ownership by the Corporation at the beginning and end of each fiscal year.

Business Segment	2004	2003(2)	2002 (1)
Geographic Operations
One Corporate Offices & Warehouse	Ontario	Ontario	Ontario
Revenues
Artagraph	62,086	83,450	191,820
DIAMANT (4)	-	-	-
Buck (3)	-	-	19,153,000
% Ownership in FILM
-- Year Beginning Dec. 1	0%	0%	0%
-- Year End Nov. 30	100%	0%	0%
% Ownership in Buck
-- Year Beginning Dec. 1	0%	0%	10%
-- Year End Nov. 30	0%	0%	0%

(1) The applicable dates for Buck are 9 months ended April 2002 (un-audited).

(2) Although Buck continued in operations until April 2003, at which date Buck was locked out of its corporate offices, there are no reported financial results for the years ended July 2002 or 2003 respectively.

(3) The gross revenues for the fiscal 2002 were translated from the reported gross revenues in USD$ at $CAD:$USD 1.55:1.00.

(4) No sales revenues in Fiscal 2004; at this time, the Company cannot forecast sales for Fiscal 2005, due to start-up variables, including limited access to working capital.

Information concerning the principal expenditures and financing

The Company continued to face severe liquidity problems during fiscal 2004, which was due to ongoing losses and falling revenues in its Artagraph business, combined with the start-up losses of FILM. The ongoing business viability of the Company is in serious jeopardy, while the Company continued to rely on its creditors for ongoing support.

During fiscal 2004 the Company financed general-operational cash flow short falls and the cash requirements for launching, testing and pre-marketing of its new food packaging business from external sources of approximately $450,000. There were no

capital expenditures in fiscal 2004. The loan advances to the Company are non-interest bearing and convertible into restricted Class "C" Common Stock of the Corporation through mutual agreement. In addition, the Corporation contracted outsourcing relationships (such as the ASTRON agreement) in order to smooth cash expenditures and match them to future revenues, which are anticipated from the food packaging business. By out-sourcing to ASTRON, FILM and the Company avoided capital expenditures of approximately $50-70,000.

Subsequent to the year ended November 30, 2004, the Company completed two Regulation S offerings. The first Regulation S, closed on January 5, 2005 and was for 231,000 restricted Class "C" common shares for $115,500 cash proceeds (or $0.50 per share) which are convertible, at the owners option into one hundred (100) restricted common shares per one (1) Class "C" common share. The second Regulation S offering closed on February 21, 2005 and was for 4,400,000 restricted Class "C" common shares for $100,000 cash proceeds and the conversion of $1,000,000 demand loan advances (the price per Class "C" common share was $0.25). In addition, in the six months to May 31, 2005 the Company received approximately $300,000 in loan advances. Total cash from all external sources was approximately $515,000. The cash advances were mainly used to fund initial purchase of DIAMANT™ film, to place minimum quantities in the distribution pipelines and for ongoing testing, and provide ongoing working capital.

In order to meet minimum obligations, both purchasing from PLASTICS and sales to PRESIDENTIAL and VICTORY, in the food packaging business, the Corporation is purchasing its entire product from Switzerland. The maximum amount the Company can purchase and import is dependant on the capacity limitations that the Swiss corporation may place from time to time on exports, which may be impacted by demands in the European market.

If the Company successfully negotiates manufacturing rights, it plans to set-up production in the United States. Each production line is approximately $2 million. This would necessitate significant additional financing for start-up capital, which the Company might not successfully accomplish

B. Business overview.

Artagraph Division - Artagraph -- replicates both the color and brush stroke texture, so that the resulting works of art are almost indistinguishable, by the average person, from original paintings. The Artagraph® Editions include signed and numbered limited editions by contemporary artists, as well as editions of works by the great masters, and have a suggested retail price of between US$299 and US$849. Some limited edition reproductions of contemporary artists retail considerably higher, but this is solely due to the Artist's reputation.

During Fiscal 2004, the Artagraph division and product line was the sole revenue earner for the Corporation.

The majority of the Company's sales represent exports, principally to the United States, and to a lesser extent, to other countries. The following table shows the Company's sales to its principal geographic markets for the last four fiscal years.

	Year Ended Nov 30
	2004	2003	2002	2001
Canada	19,225	20,233	17,554	102,934
United States	42,841	63,217	174,266	389,198
Overseas	0	0	0	28,396
	62,066	83,450	191,820	520,528

Many of the works reproduced by the Company are in the public domain. Works, which are not in the public domain, are reproduced pursuant to agreements with various copyright holders.

The Company manufactures reproductions of Impressionist and Post-Impressionist paintings as well as paintings by contemporary artists. The Company does not always create a replication directly from an original painting. A contract artist, who is engaged to replicate the texture and brush strokes of the original artist's style, also creates semi-originals (a copy of the original art work's texture rendered by a professional artist in an oil or acrylic medium)..

The Company also contracts with art publishers, and produces and sells replications of contemporary works of art for a fixed price, which are then distributed by the publisher.

The Company has a library of approximately 80 different Artagraph® titles, of which the majority are Impressionist or Post-Impressionist paintings, some being limited edition reproductions. These reproductions are of paintings by such artists as Monet, Manet, Van Gogh, Degas, Renoir, Turner and other well-known artists. Once the Company has a reproduced title in its

library, it can manufacture as many reproductions from that title as the market will bear, subject only to limitations imposed by contracts with third parties that limit the availability of certain Artagraph® Editions.

The replication process is a two-stage process. The first stage is replication of the painting's color. The second stage, which directly involves the Company's patented process, is the reproduction of texture and brush strokes. The Company works from transparencies of the original art, preparing color separations and then printing the image on a specially designed "paper" called a litho, a PVC-based plastic. The Company subcontracts with third parties to produce the transparencies and printed lithos in accordance with the Company's proprietary specifications. In the second stage, the Company produces a bass relief mold from either the original oil painting or, in cases where the original oil painting is not available, from the semi-original of the painting.

The final stage of processing involves precise application of heat and pressure to the bass relief mold, the printed litho and to a specially PVC-coated canvas to create the finished product.

During 1998, the Company's Artagraph Product won two Benny awards for Best-of-Category in the Latest Technology Pieces category for its submission of the limited edition reproduction of Howard Terpning's "Crow Pipe Ceremony", and in the Poster and Art Prints category for the "Holy Man of the Blackfoot". The Bennys Awards are the "oldest and largest international printing competition", which was held in Chicago during October 1998. The Company faced competition from 874 companies that submitted 4,990 printed products.

Currently it is primarily engaged in supplying retail store or art gallery customers with its catalogue products. In the past, the Company has marketed through specialty retail; overseas distributors, including Japan and Spain; direct mail with American Express Card Members programs; and, carried out contract printing for publishers.

The Company has been seeking to expand its business in foreign markets, extending some territories with existing distributors and signing new agreements with new distributors. Due to the Company's lack of financial resources these distributors have to provide their own point-of-sale materials, framing products and other promotional materials to their businesses. Consequently, all these agreements are on a best efforts basis and, like all the Company's distributor agreements; there can be no assurance of future revenues or profits from the efforts of any of these distributors.

There are many publishers who represent contemporary artists engaged in publishing art reproductions, such as lithographs, serigraphs and posters. The Company believes that its products offer a unique alternative to these publishers to add an important new and more accurate reproduction medium to their existing product lines.

The Company has produced custom pieces under fixed price contracts for art publishers and agents, with product development costs paid by the publisher. Prices charged vary depending upon the size of the product, the number of colors and the size of the edition. Pricing for textured canvas (sold without framing, which is the responsibility of the customer) ranges from $US50 through $200 per canvas print. Currently, the Company has no publishing contracts, and nor is it actively promoting this business owing to its limited financial resources; the last year that the Company had and significant publishing business was in 1999 when revenues from that segment accounted for 25% (approximately $250,000) of total sales.

The process for manufacturing Artagraph® Editions has been patented in Canada and the United States. An application for improvements to the Artagraph® replication process resulted in the issuance of a new United States patent in November 1990, which patent expires in 2008. Currently, the Company is delinquent in paying its patent fees and although it may bring them into a current status by paying a penalty, there is continuing doubt concerning the Company's ability to meet its on-going obligations. Consequently the Company's enjoyment of patent protection is in serious jeopardy and the loss of patent protection could have negative consequences for the Company' ability to raise capital or successfully challenge patent infringement by third parties.

The main business of the Company, which is in the retail sector, has seasonality and follows the traditional retail experience with the strongest sales period through the Thanksgiving and Christmas holidays, however, the absence of promotional materials, which the Company would normally utilize to maximize its potential for sales growth, results in a flatter sales peaks. The seasonality impact is significantly softened because overall promotional activity is entirely reliant on the customers' own efforts and because total gross sales revenues are at an all-time low.

Raw materials utilized in the manufacturing process are commodities that can be purchased from alternative suppliers. A principal component of the raw material inventoried by the Company is sheet PVC, which is utilized in the printed lithos, and a PVC coated canvas. The PVC is the key component enabling the Company to mold the texture and promote molecular bonding of the laminated litho and canvas. Raw materials have an indefinite shelf life and do not spoil or become obsolete. Components such as frames are not inventoried; rather they are purchased to fill custom orders on a just-in-time basis. Raw materials are all

sourced locally and although there has been a steady increase in raw material prices over the past five years, the Company has no volatile pricing to contend with. Increasing price trends in its raw materials have been offset by the weaker Canadian dollar versus the United States dollar, during the same time frame. As discussed above, the Company predominantly exports and consequently prices in United States Dollars.

The Company prints and inventories quantities of individual images from 500 to 1,000 units to achieve economical print costs. Printed lithos also have an indefinite shelf life and are sold through variety programs over a number of years. Printer lithos are stored pending orders from customers then completed through the texturing, stretching and framing phases to ship on a just-in-time basis. Framing and printing are out sourced to other third parties, and there are many alternative suppliers for both available in the general locality of the Company's production facility.

The Company transfers out-sourced products and services through to its customers at cost plus a modest mark-up. The Company charges a significant mark-up on its patented texturing process, which contributes more than 80 % of its gross profit.

The Company has accumulated excessive inventories of printed images from earlier years through 1994. Approximately 75% of its current inventory of images has only been printed once and that pre-dates 1994. All inventories that have not turned more than once in three years have been written-off. The replacement cost of the quantities-on-hand of images, which is carried in the financial statements at approximately $35,000, is estimated at over $1,000,000.

DIAMANT™ Film Subsidiary

In the future, the Company intends to manufacture a non-PVC (poly vinyl chloride) food packaging stretch film, under license from PLASTICS and under the trade name DIAMANT™. The owner and inventor of DIAMANT™ film, a Swiss-based company, first achieved commercial status in 2001 after an extensive, 10-year development on resin formulations and equipment design. The major difference between the commercial markets in Europe versus the markets in North America is the mass production aspects typical of the North American industry. Consumers in the North American market prefer to purchase their food groceries in greater bulk than their European counterparts who purchase their food groceries on an almost daily basis. Acceptance by the North American mass-produced food packagers was dependant on modifying the resin formula to allow automated mass packaging. Since April 2004, the Company, with the aid of the Swiss corporation, has largely achieved this initial transfer of technology to the North American markets and accommodating market-characteristics.

Initially the Company has acquired the distribution rights from PLASTICS, pending further negotiations through PLASTICS with the Swiss corporation to acquire manufacturing rights. The market channels to be pursued are the existing PVC stretch film business in North America, comprising:

• The packaging of meat, poultry, seafood and vegetables at super markets and food processors, which operate on automated production lines;
• The packaging of food at institutional establishments such as restaurants and catering operations, which operate on single machine or manual stations;
• The wrapping of foods in individual homes, and as a food container covers for microwaving, which involves only hand based wrapping from a boxed roll with cutter.

Currently the North American Industry is mature and is dominated by PVC stretch film producers. DIAMANT™ film offers a comparable competitively priced alternative that provides branding differential by promising an environmental responsible product. PVC contains plasticizers called DEHP that renders the following undesirable characteristics:

• Leaching of plasticizer into the foods being packaged and attendant health concerns;
• Extreme health risks in disposal via incineration due to the production of dioxins;
• Release during production of monomer, which is a carcinogen and corrosive vapor;

Release of harmful vapors at the end-users locations during heat sealing, including supermarkets and food processors. DIAMANT™ film offers additional beneficial characteristics:

• Upto 30% reduction in packaging waste due to lower density and gauge;
• Can be recycled or safely incinerated;
• Higher tensile strength per unit, allowing extrusion of thinner layers;
• Equal to 20% greater shelf life for perishable products, cutting customers costs;

• Can be printed on, which opens branding opportunities "fresh obsessed" for supermarkets;
• Addresses increased consumer concern and awareness of environmental responsibility

The Company hopes to capitalize on the advantages DIAMANT™ film affords it to provide the foundation for a rapid expansion in North America. The keys to success for the Company include:

• Successful transfer and adaptation to North American markets, which has largely been achieved during the 12 months ended May 2005;
• Reduction of raw material costs by switching from a limited volume importer and licensed distributor to a licensed manufacturer and mass producer of DIAMANT™ film, which the Company believes it can negotiate;
• Rapid roll-out and market penetration of the North American stretch film packaging industry, which the Company believes it is successfully positioning itself through its strategic partnerships with established logistic, distribution and warehouse companies and strategic marketing consultants.
• Acquiring external capital and working capital financing to support its desire to achieve rapid expansion, including access to the public markets, equipment leasing and secured debt financing, which the Company is actively exploring.

Stretch film packaging is a commodity and is not sensitive to seasonality or economic recessions because foods are necessities.

The Company is wholly reliant on the single source manufacturer located in Switzerland, for product supplies. In addition, the same party is the only manufacturing source for the specialized extruder production units and associated technical knowledge. The composition of the resin is a strictly secrete formulation that is highly complex. In addition, the Swiss had to modify the formulations for the North American market to allow for automated packaging lines. The Swiss company has purposely not filed for patent protection, which is not uncommon in the industry. Oftentimes filing for patent protection reveals too much technical information that might enable competitors to re-engineer the product and process. Under current configurations of the production facilities operated by the Swiss, their maximum current capacity is significantly lower than future contractual supply minimums to the Company and its distributors. Total annual volume capacity in Switzerland is approximately 4.4 million LBS.

The Company has signed two downstream distribution agreements with two corporations for the major markets in the United States of America and is actively pursuing other options in Canada, Mexico and Bahamas. In addition, the Company has outsourced its repackaging of bulk product imports. While the Company has taken every precaution to ensure its business partners can support its business and has jointly participated in field testing the product, there are no assurances that these companies will purchase the minimum quantities. Conversely, the combined minimum purchase commitments of VICTORY and PRESIDENTIAL in year-three of their five year distribution agreements are approximately twice the Swiss company's current annual capacity. The Company believes the Swiss will respond to the "projected" increase in demands for DIAMANT™ by increasing their production or licensing other third parties to manufacture DIAMANT™ film.

The Company operates in a highly regulated industry. DIAMANT™ film has been approved by Canadian Health Protection Branch for food contact and qualifies for U.S. Food and Drug Administration non-objection status. Recently, DIAMANT™ film was passed stringent EU guidelines and applicable laws regarding food hygiene for contact with aqueous, acidic, alcohol, oily and fatty food types. Its product is well positioned to enable the Company to parade its advantages over competing PVC stretch film packaging. The potential advantages claimed include: longer food shelf life; less food contamination; less waste - benefiting land fill sites; recycling and safe incineration, which will support its customers' desire to minimize garbage disposal costs and further underlines its competitive price when considering the complete spectrum of costs associated with PVC.

Direct Marketing Subsidiary

In the past three years the Company was engaged in a direct marketing business through its investment in Buck. The Company sold its investment in Buck February 2002. The Corporation's investment in Buck went from 40%, on December 4, 2000, to 100%, and from 100% to approximately 10%, on October 31, 2001.

Buck marketed and sold name brand products directly to consumers and small businesses, utilizing its multi-media approach, which was principally, direct response television advertising. The Company operated a turnkey business, including tele-sales and warehouse-fulfillment locations as well as purchase financing services through its branded consumer credit card program, the "Buck a Day" credit card.

The basic product line packages could be purchased under a minimum-financing program for "a buck a day", which slogan is the Company's own name brand. The Company also sold up-grades, referred to as "up-sells", to its basic product line packages, which carried a higher gross profit margin. Potential customers were approved for a pre-determine level of credit ranging from $1,000 up to $5,000 dollars by a third party credit underwriter, which eliminated credit risk for the Company.

The Company operated its business in Canada; marketing and sales activities were principally concentrated on the sale of IBM's product lines in personal computing and related peripherals.

A direct by-product of the Company's activities was the accumulation of a database of consumers with pre-approved credit limits. At the end of fiscal 2000, this consumer database was approximately 5,000 in numbers and had grown to approximately 20,000 by fiscal 2002. The Company anticipated that it would develop business alliances with other companies to market and sell name brand products through its catalogue division to this consumer database.

A key factor to the success of the Company's business was the formation of strategic business relationships with large manufactures and distributors of consumer products, to ensure the timely supply of products at competitive prices. In addition, the Company's sales success relied on its ability to offer its customers credit finance services.

The retail financing service offered by the Company was provided through Associates Finance Group and CITI Bank; the latter purchased the former in 2001.

The business was seasonal. Revenue volumes were directly proportionate to advertising volumes and saturation. The golden quarters were January through March and to a lesser extent July through September, when traditional retailers were less inclined to buy media. Conversely, in the lead-up to the Christmas and summer holidays traditional retail advertising was much greater, thereby reducing the availability of TV spots. Consequently, Buck's revenues were lower and its media cost per unit sale higher.

The Buck owner-managers, however, focused on intense advertising without regard to operations, fulfillment and customer service. In 2002, Buck was a major marketing success, with sales of almost 10,000 IBM systems in an 8-month period but fractured, inefficient operations and poor management overshadowed the sales success. Despite the high sales generated in 2002, Buck owner-managers failed to exploit the merchandising opportunities, posted significant losses and abandoned Buck on the brink of bankruptcy.

C. Organizational structure.

Currently the Company has one wholly-owned subsidiary, Diamant Film Inc.

D. Property, plants and equipment.

The Company's executive offices, Artagraph production facility and gallery are located at 7100 Warden Avenue, Markham, Ontario, Canada L3R 8B5, occupying 12,000 square feet of space leased through March 31, 2006. The lease provides for a fixed annual net rental of $71,950 (2004) and $75,354 (2005), respectively, excluding its pro rata share of taxes, insurance, building maintenance and occupancy costs.

The Company believes its leased facilities are in good operating condition and adequate for its present requirements.

Currently, the Company has three sets of equipment in operation for the production of Artagraphs®. This equipment has an annual capacity of approximately 60,000 to 75,000 units. In the Company's most prolific years the maximum through put was approximately 20,000 units. In the last couple of years the production has dwindled down to 1,000 - 3,000 units. The three sets of equipment were acquired from a supplier in the UK, and are customized hydraulic press-machines typical of the lamination industry. The customization incorporates a cooling cycle between each heating cycle. Local service operators readily maintain the machines and spare parts are also attainable in the local vicinity.

There are no plans to acquire additional Artagraph-machines as the Company operates well within current expectations of capacity.

The Company has no formal plans to provide new facilities for the food packaging business. In the event the Company successfully negotiated exclusive manufacturing rights for North America, thereafter it would have approximately nine months to implement manufacturing operations in the United States. The Company believes current customers and business partners have sufficient capacity to handle the maximum volumes the Company could import from Switzerland in the foreseeable future.

Item 5.Operating and Financial Review and Prospects

The following should be read in conjunction with our audited financial statements and the notes thereto, and other financial information contained elsewhere and incorporated by reference in this Annual Report. In the following discussions "we" "us" and "our" refer to Diamant ART Corporation and its wholly-owned subsidiary Diamant Film Inc., unless the context otherwise dictates.

In addition to historical information, the discussions in this section may contain certain forward-looking statements that involve risks and uncertainties. The forward-looking statements relate to, among other things, operating results, trends in sales, gross profit, operating expenses, anticipated expenses and liquidity and capital resources. Our actual results could differ materially from those anticipated by forwarded-looking statements due to factors including, but not limited to, those set out forth under "Item 3. Key Information D. Risk Factors".

A. Operating results.

(i) Accounting policies critical to the reported financial results

Inventories

In the past, the Corporation has reported significant inventory levels on its balance sheets. Indeed, the current replacement cost of the physical inventory on hand at the Company's premises exceeds $1,000,000. The reported value of inventory in the balance sheet for November 30, 2004, is approximately $35,000 for the reason that the majority of the on-hand inventory has been written off, because of very low to zero sales experienced by the Company for virtually all its images.

For the Company to compete successfully in the market place it must carry inventories of many images to accommodate wide ranges of consumer tastes for different subject matter and imagery. In addition, consumer tastes are always changing and wall-décor trends are influenced by many factors: such as colour, subject matter, perceived value to price and individual choice for framing materials (i.e. modern simple lines, classical ornate patterns as well as colour and finish-style, and so forth). Owing to economies of scale the Company must print a minimum of 500 pieces for each item in its catalogue. Other than the frame the printing represents the most significant investment by the Company. Five hundred printed lithos represents a cost of $3 - 5,000 per lot. A catalogue of 200 images represents an investment of up to $1,000,000.

To mitigate against carrying significant investment of inventory for multiple images and framing materials, the Company only processes minimum quantities, although the top-most 20 popular images may be at higher quantities, through to the textured phase; and then only completes the production of finished-goods inventory through the stretching and framing stages once customers' orders are in the pipeline.

The Company's policy is to periodically evaluate the inventory levels of each product in its inventory on an image-by-image basis, both in light of past sales and estimated future sales of each product and similar products. In addition, when the Company determines that a product line or market should be discontinued, the inventory relating to that product line or market is written down to net realizable value. The purpose of these policies is to ensure that the Company's inventory balance, net of reserves, exclude slow-moving and obsolete inventory and are valued at the lower of cost and market value. The Company uses annual physical inventory counts combined with an analysis of each product's preceding three year's (or for such shorter period that a particular product may have been in existence) sales and a review of the Company's sales expectations for each product to determine whether the level and value of the Company's inventory of a particular product at a given time is excessive. This three-year period has been deemed to be an appropriate period for evaluating the historical sales of the Company's products since such products are not perishable and tends to be marketed over multi-year periods through intermittent and recurring sales programs.

Inventories of newly selected images, that have less than stellar sales, involve significant judgement by management in the application of its valuation policy. Future circumstances might radically change the performance characteristics of any given catalogue image and in aggregate with other failures result in material write-downs. This has happened in the company's history, although not recently as the Company has not had capital to invest in new images.

Other assets

Historically, the Company had a significant investment, in excess of $3,000,000, in its patented process. In the future, subject to availability of capital resources, the Company could seek to apply for an additional patent because of modifications to its process. In addition, the Company may seek patent protection in other geographic territories. Similar to judgment on carrying values of its inventories the carried value of capitalized cost for future patent(s) is dependant on future cash flows and underlying marketing and sales trends, which will involves judgments and estimates. Again, should these future events differ materially from its projection then the Company may experience significant write-offs on capitalized costs.

(ii) Operating Results

Year ended November 30, 2004, compared with year ended November 30, 2003

	2004	%	2003	%	2002	%
Total Sales	$ 62,066	100%	$ 83,450	100%	$191,820	100%
Sales - The Museum Company	$ -	0%	$ 14,706	17%	$129,494	65%
Sales to next ranked Customer	$ 16,950	27%	$ 12,047	14%	$ 10,441	5%

General & Summary

The Corporation's only source revenue is the residual sales from its Artagraph business of $62,000 per annum. Gross sales revenues are exceeded by fixed overheads approximately 300%. Despite the falling revenues the Company reduced its operating losses from $456,872 in fiscal 2003 to $311,473 in fiscal 2004.

The Company formed a wholly-owned subsidiary in April 2004 to acquire and manage the start-up of its new food packaging business interests. During fiscal 2004 the start-up expenditures were $93,000 of testing, sampling, travel and marketing costs.

The Company reported an unrealised foreign translation gain of $75,761 (2003 $165,546) that arises on certain US liabilities being translated into Canadian dollars at November 30, 2004. Under US GAAP these gains would not be reported in the operating statements; US GAAP reports these transactional exchange differences in the Statement of Shareholders' Deficiency.

Sales

Sales declined by $21,000 from 2003 to 2004, which is mainly attributed to the loss of revenue stream from The Museum Company. Other than the loss of The Museum Company business entirely, unit volumes declined slightly by another $5,000. Selling prices have not been modified in 2004 or 2003.

Sales in the Artagraph division will remain depressed unless external capital is raised to support new marketing initiatives.

The Company had not commenced shipments to the Canadian or United States food packaging customers as of May 31, 2005. It has purchased and will shortly receive four containers of DIAMANT™ film; this quantity represents approximately $200,000 of sales revenues.

Historically the Company has operated with a two-tier sales price list for its catalogue products. The Company's sales price lists are based in United States Dollars and have not been modified for over five years. The two-tier price system was originally designed to accommodate distributors and dealers, national retail chains and individual / regional gallery operators respectively. In recent years the distinction between distributor and dealer has become blurred. In part, this is because the Company's only national customer has reduced the number of stores it operates through by over 60%. Related to this, major galleries that the Company sells to are able to command distributor-level prices because of intense pricing competition from suppliers of fine-art printed images. Competitive initiatives focus on brand differentiation, consumer-buying patterns due to trends in colour, and image-subject and framing products. In the last three years the Company has sold 80% or more of its catalogue product at the distributor's price-level. The distributor sales price lists maintained by the Company range from $US75 to $US300, which represents the range from an unframed image to the highest priced frame image. The average selling price in the last five years has consistently been in the region of $US210. The pricing of specific catalogue images (framed or unframed) has remained constant within this time frame. Sales revenue declines are entirely due to falling unit sales.

Gross Loss

The gross loss arises as the company's level of sales is lower than its fixed overhead costs. The major overhead is rent, which runs at $120,000 annually.

Selling, General & Administration Expenses

Costs were decreased through necessity. Most of the reduction was in consulting and professional expenses. However, certain accounts payable, of approximately $15 - 20,000, that have been unpaid for five or more years were reversed and written-off. Business insurance was reduced to reflect more appropriate business levels. The Company runs a four day week. Certain costs were allocated to Diamant Film Inc.

The start-up costs, including testing, travel, and samples and expenses for consultants and overheads totalled $93,000.

For the second consecutive year the Canadian dollar strengthened against the US dollar. In particular the highest point of the Canadian rally was in November; on November 30, 2004 the closing rate was 1.18 Canadian to 1.00 US dollars. The Company has approximately $750,000 of US liabilities, aged from 5 to 9 years, and reported an unrealized translation gain of $75,761 in the Statement of operations. See Note 12 to the Consolidated Financial Statements that reconciles this departure from US GAAP (See Exhibit Index).

As with past years, the Company was able to mitigate some of its wage expenses by rotating employees through temporary layoff programs permitted under Ontario labour law provisions. Under such arrangements the Company was able to lay-off employees up to a maximum of 35 weeks while only paying those employees' benefit costs. In turn, employees laid-off under such circumstances can claim accelerated employment benefit relief.

Year ended November 30, 2003, compared with year ended November 30, 2002

During the year ended November 30, 2003 the Corporation lost its largest retail customer, The Museum Company, which company experienced further financial difficulties following its emergence from Chapter 11 in 2002. Although the Museum Company may continue under new management after its current reorganization it appears to have abandoned its bricks-&-mortar retail distribution in favour of a web-based distribution strategy, and is also refocusing its product lines on lower-priced merchandises. Sales from the Museum Company were $14,706 in 2003 down from $129,494 in 2002, and consequently total sales revenues fell from $191,820 to $83,450. The Company or its management has no affiliation with The Museum Company.

In addition, the majority, approximately 75% in 2003 [90% in 2002], of the Company's sales are transacted in United States Dollars and during fiscal 2003 the Canadian dollar strengthened significantly, approximately 17%, against the United States dollar.

Declines from the loss of The Museum Company customer and the weakening US revenue streams were partly offset by small gains in independent retail galleries in the US and in Canada. New customers that were added in fiscal 2003 were derived from word-of-mouth leads, as the Corporation does no promotional activities.

In the last five years, Unit sales with all customers fell dramatically due to the lack of cash flow to support new initiatives in marketing and selling.

Gross Loss

Similar to recent prior years, the fall in revenues resulted in the Company reporting a gross loss in fiscal 2003. In addition, sales revenues were less than the fixed overhead costs including the occupancy costs and plant salaries.

The Company purchases print, canvas, PVC and frame materials from a variety of commodity-suppliers in Canada. Over the last three years, the increases to purchased material prices have been more that offset by relative increases in selling price due to the weakening Canadian Dollar against the United States Dollar. The Company's price lists were set-up when the Canadian and United States Dollar conversion was in the range $CAD1.30:$US1.00. In recent years the actual exchange has been at or above $CAD1.50:$US1.00, which has conferred a 15% improvement to the effective selling prices that the Company has enjoyed. In the last three years purchase costs have increased between 5 and 7% annually and were effectively eroding the selling price-exchange advantage.

However with the strengthening Canadian dollar, the Company enjoyment of strong gross margins from its sales in US dollars and its costs in Canadian dollars has ended.

Offsetting this negative trends was the benefit the Company derived of selling some images, that were previously written-off to its new customers in 2003. Such product is carried on the Company's books at zero dollars and therefore any sales yield 100% margin to the overall gross margin mix. Such gains are short lived because repeat sales to those new customers are usually concentrated in universally popular images. The likelihood that the Company continues to find new customers and thereby maintains the benefit from sales of products conferring 100% gross margin is limited due to the lack of promotional activities and consequence reliance on referrals for sales growth.

The Company continued to operate at less than 10% of its total production capacity. Consequently, the fixed cost elements associated with its manufacturing operation have completely offset the limited revenues. On 2003 sales of $83,000 the Company enjoyed a standard margin of approximately $50,000. This margin did not cover the Company's fixed costs such as its occupancy expenses, of $100,000 and plant indirect-wages of $40,000. Occupancy costs were lower due to one-time recovery, in fiscal 2003, against estimated property taxes, maintenance and insurance ("TMI") of approximately $8,000; versus a charge in fiscal 2002 of approximately $12,000. The Company leases its property for a net monthly rent plus a monthly estimate for TMI, which is subject to an annual adjustment to actual TMI.

Net Loss

The net loss fell from approximately $500,000 to $420,000 due to savings from consulting and professional fees and a foreign exchange gain of $36,000 [2002 $9,000 gain], which was due to the strengthening Canadian dollar.

B. Liquidity and capital resources.

Year ended November 30, 2004, compared with year ended November 30, 2003

As in the prior year, the Company had minimal cash and possessed a substantial working capital deficit. For the year ended at November 30, 2004, the Company was able to sustain its operations primarily from a series of loan advances totaling $450,000, which loans were received from a total of 20 persons including several shareholders. As noted by our chartered accountants in their financial report contained herein, substantial doubt exists that the Company will be able to continue as a going concern.

The Company can provide no assurance that it will be able to obtain additional working capital from the sale of its equity, or borrow funds from traditional lending sources or from any person who has advanced, or may be interested in advancing, unsecured, demand funds to the Company. If additional loans are received or the Company is able to raise additional funds from the sale of its equity, substantial dilution to the interests and voting rights of current equity holders may occur. If the Company is unable to substantially increase sales from the level experienced in 2004, or obtain additional working capital from loans or from the sale of its equity, this could have a material adverse effect on the ability of the Company to continue its operations. In this event, we may have to re-evaluate all aspects of our business.

The following transactions were reported by the Company, during Fiscal 2004 and subsequently through May 2005.

1. On October 19, 2004, the Company declared a stock dividend of one common share for each one common share held. As a result of the stock dividend the issued and outstanding shares were increased by 40,255,457 common shares to 80,510,914 issued and outstanding common shares.

2. On November 19, 2004, at the annual shareholders meeting, the Company adopted and approved: the cancellation of the Class "A" and Class "B" preference shares, for which no shares of either class were then issued and outstanding.

3. On January 5, 2005, Diamant ART Corporation sold 231,000 restricted shares of its Class "C" common stock. As consideration for the sale of the shares, the Company received a total of $115,000 in cash in Canadian funds. The sale of the restricted shares is exempt from registration under Regulation S, whereby each purchaser of the shares represented, among other things, that they were not a "U.S. Person" and the offer and sale of the shares were an "Offshore Transaction".

4. On February 21, 2005, the Company sold 4,400,000 restricted shares of its Class "C" common stock. As consideration for the sale of these shares, the Company received a total of $100,000 cash and $1,000,000 in forgiveness of existing loan advance indebtedness.

5. During Fiscal 2004, the balance of 372,200 issued and outstanding Class "C" common shares were converted, one (1) Class "C" common into 100 new common shares. As a result of the conversions, 37,220,000 new common shares were issued.

Year ended November 30, 2003, compared with year ended November 30, 2002

As of the year ended November 30, 2003, the Company had minimal cash and possessed a substantial working capital deficit. For the year ended at November 30, 2003, the Company was able to sustain its operations primarily from a series of loan advances totaling $322,000, which loans were received from a total of 7 persons including several shareholders. Included in the loans advanced to the Company was $10,000 loaned by Michel Van Herreweghe, an officer and director of the Company. As noted by our chartered accountants in their financial report contained herein, substantial doubt exists that the Company will be able to continue as a going concern.

At the Company's Annual, General and Special Meeting of shareholders, held on May 7 2003, the shareholders unanimously approved the following resolutions.

1. An amendment to the articles of the Corporation whereby the issued and outstanding shares of the Corporation were consolidated on the basis of one (1) new common share for each one hundred (100) old common shares. The resulting number of issued and outstanding shares was reduced from 25,516,780 old common shares to 255,168 new common shares.

2. An amendment to the articles of the Corporation whereby the holder of class C common shares of the Corporation are entitled to convert at their option at any time to new common shares on the basis of one (1) class C common share for one hundred (100) new common shares.

The Corporation believes that under current conditions its access to capital markets and its future success in raising additional capital is dependent upon modifying its capital structure. The consolidation of the shares is designed to enhance the Corporation's ability to raise capital by way of share issuance and to facilitate any potential acquisition by way of share issuance.

During the year ended November 30, 2003 27,800 class C common shares were converted into 2,780,000 new common shares. Following the date of the year-end 52,000 class C common shares were converted into 5,200,000 new common shares. The total issued and outstanding common shares and class C common shares at November 30, 2003, and March 1, 2004 were 3,035,457 and 372,200 and 8,235,457 and 320,200 respectively. As at March 1, 2004, the remaining issued and outstanding convertible class C common shares of 320,200 represent 32,020,000 new common shares or votes; therefore the class C common shareholders have control of the Company in aggregate, including the power to appoint its Board of Directors and control the Company's operations. The class C common shares are not listed.

During the year ended November 30, 2003, the loans payable to third parties increased by approximately $322,000 from $354,176 to $675,700, which monies were utilized by the Company for working capital purposes. These loans payable are due and payable to a total of 7 persons, including 5 persons who are shareholders including Michel Van Herreweghe, officer and director of the Company. The loans are repayable on demand, are non-interest bearing and are convertible into common shares of the Company at the market rate on the date of conversion. Based on the market value of the common shares at approximately $0.30, the conversion of all loans into common stock of the Company would result in dilution, as approximately 2,225,000 common shares would be issued. During the ensuing year, the Company anticipates that it will attempt to renegotiate the demand, non-interest bearing loans into more acceptable term notes containing stated maturity date(s) with nominal interest and a prescribed conversion based on an established market value of the common shares. No assurances can be provided that we will be able to successfully negotiate all or any substantial portion of the existing demand loans into acceptable term notes.

At November 30, 2003, the corporation reported negative working capital of $2,071,212 representing an increase from November 30 2002 of negative $285,710, which was due to increased current liabilities. The Corporation is reporting a shareholders' deficit at the year-end of $2,048,747 that resulted from the Corporation's on-going losses. In fiscal 2003, operating cash flows were negative $347,582, driven by its fiscal 2003 operating losses and compared with negative $333,246 in fiscal 2002. In 2003 the additional current loan advances of $322,0000 financed the shortfall of cash, and in 2002 loan advances of $183,000 and the sale of the Corporation's investment in Buck for $170,000 financed the cash short fall.

3. Information regarding the company's material commitments for capital expenditures.

None.

C. Research and development, patents and licenses, etc.

The Corporation does not expend capital on research and development. As reported herein the Company has been unable to pay patent fees with respect to maintenance payments on its US patents for Artagraph. During fiscal 2002 the 11.5-year maintenance fee for approximately $3,000 was not paid, and there is no certainty that the Company can reinstate its US patents.

D. Trend information.

Artagraph - Art Reproduction Market

The Company's future success in the marketplace will depend upon raising additional capital, creating greater awareness of its products through aggressive advertising, participation at trade shows, as well as updating and expanding its library of images and providing new point-of-sale materials. Owing to the Company's inability to finance new initiatives, or to actively participate in trade shows, or to hire dedicated sales personnel to sell to its markets, the Company continues to achieve limited success in developing new opportunities, with new or existing customers and markets.

Management believes that a minimum level of capital of $US 500,000 and lead-time of three to six months would be required to rollout an initial market strategy. Including capital to acquire new images, print a catalogue, attend trade shows, and hire marketing and sales staff

Recent trends in the ART Market include new reproduction processes that minimize capital investment in inventory and equipment such as the giclee reproduction process. In addition, limited edition art is trending to smaller edition sizes to address consumer demand for value.

DIAMANT™ FILM - Food Packaging

Owing to the recent entry and start-up of the Company in the Food Packaging business in North American Markets, and because the Company is offering an alternative non-PVC stretch film, the Company can not provide meaningful analysis on the impact of trends.

The Freedonia Group Incorporated, a leading international industry study database company provided a report covering the "PVC Food Packaging Film" industry in the US. The report concluded that demand for PVC film in food packaging uses will grow two percent annually to more than 310 million pounds in 2004. The report also projected that PVC film demand would total 465 million pounds by 2009.

E. Off-balance sheet arrangements.

None.

F. Tabular disclosure of contractual obligations.

Under a long-term lease expiring January 31, 2006, the Company is obligated for minimum future lease payments, net of occupancy costs, for office, showroom and factory premises as follows:

YEAR ENDING	AMOUNT
JAN 2005	71,953
JAN 2006	75,356

The rent paid in fiscal 2004 was $120,608; [2003 - $98,176]; and [2002 - $106,998].

Item 6. Directors, Senior Management and Employees.

A. Directors and senior management.

Simon P. Meredith, President & COO -- Was elected a director of the Company and President and Chief Operating Officer in November 1994. Mr. Meredith is a Chartered Accountant and was Vice President, Finance and Administration of Gormont Group Limited from April 1991 through December 1994. He was a consultant for Helix Investments Limited (a private investment group) from October 1990 through March 1991 and Vice President, Finance and Administration of The Diecut Group, Inc from June 1987 through September 1990.

Michel van Herreweghe, Chairman & CEO -- President of Telephony Communications International Inc. from 1985 through 1987;Was Director of Nickeldale Resources Inc. from 1988 through 1996. He was a Director of Aronos Multinational Inc. From 1991 though 1992; Director of Xxpert Rental Tool Inc. from 1993 through 1994; CEO Oxford Securities Corporation (Bahamas) 1993 to 2000; Director Commonwealth Asset Managers Limited (Bahamas) 1994 to Present. He was appointed State of Florida Commissioner of Deeds 1994 to March 1998;

Roger Kirby, Director. -- Is President of Enviro-Lite International Inc; General Manager of Can-Am Teck Inc. 1991; Vice-President Sales for Demax Inc. 1990; President of Telephony Communications International Inc. from 1987 through 1990; President of Nickeldale Resources Inc. to November 1996.

Stefan Gudmundsson, Director - President Technopac since 1991; President Trinity Plastics Inc. 1989 - 1991. Over thirty (30) years experience working in plastic packaging.

B. Compensation.

The following table sets forth the aggregate cash compensation paid for services rendered to the Company during the last three fiscal years by all individuals who served as the Company's Officers and Directors during each fiscal year.

(In Canadian Dollars)
		Annual Compensation			Long-Term Compensation Awards
Name and	Year	Salary($)	Bonus($)	Other Annual	Restricted	Securities	All
Principal Position				Compensation($)	Stock	Underlying	Other
					Awards ($)	Options (#)	Compensation ($)
Simon Meredith (1)	2004	--	--	--	--	--	--
President	2003	--	--	60,000	--	--	--
	2002	--	--	60,000	--	--	--
Michel van Herreweghe,	2004	--	--	--	--	--	--
Chairman	2003	--	--	--	--	--	--
	2002	--	--	--	--	--	--
Roger Kirby, Director	2004	--	--	--	--	--	--
	2003	--	--	--	--	--	--
	2002	--	--	--	--	--	--
Stefan Gudmundsson, Director	2004	--	--	40,000	--	--	--
	2003
	2002

(1) Represents the fees paid in Canadian dollars to a consulting company owned by Mr. Meredith (See "Employment and Consulting Agreements"). Employment and Consulting Agreements -- In November 1994, the Company entered into a consulting agreement with The Merrick Group Limited, a company beneficially owned by Simon Meredith. Under the terms of the contract, Mr. Meredith provides management services to the Company for up to 100 hours per month as President and Chief Operating Officer.

C. Board practices.

1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.

On November 19, 2004, the Company held an Annual, General and Special Meeting of Shareholders at the Corporation's offices located at 5-7100 Warden Avenue, Markham, Ontario, Canada L3R 8B5. At that meeting Simon Meredith, Michel Van Herreweghe, Roger Kirby, Stephan Gudmundsson were elected as Directors of the Corporation to hold office until the next Annual Meeting or until their successors are elected or appointed

2. Details of directors service contracts with the company or any of its subsidiaries providing for benefits upon termination of employment or an appropriate negative statement.

Employment and Consulting Agreements -- In November 1994, the Company entered into a consulting agreement with The Merrick Group Limited, a company beneficially owned by Simon Meredith. Under the terms of the contract, Mr. Meredith provides management services to the Company for up to 100 hours per month as President and Chief Operating Officer. The agreement has lapsed and services continue under month-to-month basis.

3. Details relating to the company's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates.

The Audit Committee.

The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Michel Van Herreweghe, Simon Meredith and Roger Kirby. The Company's Board of Directors has determined that Simon Meredith is an audit committee financial expert as defined by Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934.

The Audit Committee meets two times during a fiscal year. The Corporation has not adopted a written charter for the audit committee. This committee is primarily concerned with assisting the Board in fulfilling its fiduciary responsibilities relating to accounting policies and auditing and reporting practices and insuring that all Canadian standards of practice comport with standards adopted and required by the SEC and other appropriate regulatory authorities. The committee also is tasked with assuring the independence of the Company's public accountants, the integrity of management and the adequacy of the

Company's financial disclosure. Its duties include recommending the selection of independent accountants, reviewing the scope of the audits and the results thereof, and reviewing the organization and scope of the Company's internal systems of financial control and accounting policies.

D. Employees.

We believe that the Company has satisfactory relations with our employees.

Category	2004	2004	2004	2003	2002
	Total	ART	FILM
Management	3	2	1	2	2
Administration / Sales	2	1	1	1	1
Manufacturing	3	2	1	2	2
Part Time	1	1	0	1	1
Totals	9	6	3	6	6

The Corporation has no unionized employees. Employees have worked for the Corporation between 10 and 15 years.

E. Share ownership.

The following table shows, as of May 31, 2005, the number of shares of our common stock beneficially owned by each director, any shareholder beneficially owning 5% [Nil] of the outstanding shares of our common stock, and all directors and executive officers as a group.

	Aggregate number	Percentage of
Name	Common Shares	Outstanding
	Beneficially Owned	Common Stock (1)
Simon Meredith
President	4,000	Neg %
Michel van Herreweghe
Chairman	7,200	Neg %
Stefan Gudmundsson
President, FILM	0	0 %
Roger Kirby
Director	200	Neg %
Directors & Officers
As a group (3)	11,400	Neg %

(1)Based on the number of shares outstanding May 31, 2005.
(2)Percentage of shares beneficially owned does not exceed one percent of the outstanding shares of the common stock of the Company.

At the November 19, 2004, Annual, General and Special Meeting of Shareholders, a Stock Option Plan (the "Plan") was approved by the Shareholders. The Plan was designed to provide an added incentive for effective service and performance to participating key employees (including officers) and directors of the Company by affording them an opportunity to increase their proprietary interest in the Company's success through increased stock ownership.

The Plan may be administered by either the Board of Directors or a Stock Option Committee consisting of three members who shall be appointed by the Board of Directors (the "Committee"). The Board of Directors or, if acting, the Committee has the authority to select optionees, to establish the number of shares and other terms applicable to each option and to construe the provisions of the Plan. The Plan may be amended or terminated at any time by the Board of Directors of the Company without further approval of the shareholders.

The Board of Directors or the Committee determines the option price per share with respect to each option and fixes the period of each option, but in no event may the option period be longer than 10 years. Options granted under the Plan are nontransferable. As at May 31, 2005 no options have been awarded under the current plan.

Item 7.Major Shareholders and Related Party Transactions

A. Major shareholders.

At May 31, 2005, the Company has 4,631,000 Class "C" Common shares issued and outstanding. Each Class "C" Common share entitles the holder to 100 votes. Therefore the Class "C" Common shares have a total of 463,100,000 votes, which gives them control over the Board of Directors and operations of the Company. The Class "C" Common Shares are not traded.

B. Related party transactions.

It is the Company's policy that transactions between the Company and persons or entities affiliated with the officers, directors, employees, or shareholders of the Company, which relate to the operations of the Company, will be on terms no less favorable to the Company than could have reasonably been obtained in arm's-length transactions with independent third parties.

See "Executive Compensation-Employment and Consulting Agreements" for a description of certain employment and consulting arrangements with an officer and director of the Company.

C. Interests of experts and counsel.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 7.C.

Item 8.Financial Information

A. Financial Statements and Other Financial Information

Exhibited hereto are the following audited consolidated financial statements prepared as at the last fiscal year-end, November 30, 2004, with comparative figures shown as of November 30, 2003 and 2002, with attached audit report;

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 8.A.5.

To be legally entitled to issue a stock dividend the corporation must not impair its ability to meet its liabilities. The Corporation's stock dividend, in November 2004, does not impair its ability to meet its liabilities. The stock dividend functions in substance as a stock split and the dividend is therefore valued on a nominal basis of one (1) dollar. (Under Ontario law, dividends can be declared and paid by the Directors, whereas a stock split requires the authorization of 2/3^rd's of the shareholders.)

The payment of dividends on the Common Shares will depend on the Company's future earnings and financial condition and such other factors, as the Board of Directors of the Company may then consider relevant.

B. Significant Changes.

No significant changes have occurred since the various dates of the financial statements which are exhibited.

Item 9.The Offer and Listing.

A. Offer and listing details.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 9.A.1 & .2 & .3

9. A. 4. Information regarding the price history of the stock

As of November 30, 2004 the Company had approximately 1000 holders of record of the Common Shares.

The following table sets forth the high and low bid quotations for the Company's securities, as reported by The OTC Bulletin Board monthly trade and quote summary The quotations are reported quotations without retail markup, markdown or commission and may not represent actual transactions.

	Common
	Shares
Fiscal Year	High	Low
2000(1)
1st Quarter	106.3	106.3
2nd Quarter	625.0	12.5
3rd Quarter	1,056.3	137.5
4th Quarter	462.5	51.0
2001(1)
1st Quarter	115.6	46.9
2nd Quarter	53.1	18.0
3rd Quarter	19.0	1.1
4th Quarter	13.0	0.5
2002(1)
1st Quarter	--	--
2nd Quarter	--	--
3rd Quarter	--	--
4th Quarter	--	--
2003(1)
1st Quarter	--	--
2nd Quarter	1.5	0.6
3rd Quarter	1.1	0.8
4th Quarter	1.1	0.3
2004
1st Quarter	0.15	0.38
2nd Quarter	0.88	0.35
3rd Quarter	0.68	0.13
4th Quarter	0.42	0.09
2005
1st Quarter	0.16	0.03
2nd Quarter	0.08	0.03

Note (1) the reverse stock split of 100:1 has adjusted the common share prices for 1999 through the 2 Qtr 2003

At the Annual General and Special Meeting of Shareholders of the Corporation held on May 7, 2003, the shareholders unanimously approved an amendment to the articles of the Corporation to consolidate the issued and outstanding common shares on a basis of one (1) new common share for each hundred (100) old common shares; so that the 25,516,780 issued and outstanding common shares were consolidated into 255,457 new common shares (no fractional shares were issued and the number of consolidated shares includes shares rounded up to the nearest whole number).

At the Annual General and Special Meeting of Shareholders of the Corporation held on May 7, 2003, the shareholders unanimously approved an amendment to the articles of the Corporation to attach certain conversion rights to the class C common shares. The holders of the class C common shares shall henceforth from May 7, 2003 be entitled at their option to convert into common shares on the basis of a hundred (100) new common shares for each one class C common.

During fiscal years 2003 & 2004 holders of 400,000 class C common shares converted into 40,000,000 new common shares.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 9.A.5 & .6 & .7

B. Plan of distribution.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 9.B.

C. Markets.

The Company's securities are now listed on the NASDAQ sponsored OTC Bulletin Board.

D. Selling shareholders

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 9.D.

E. Dilution.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 9.E.

F. Expenses of the issue.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 9.F.

Item 10. Additional Information.

A. Share capital.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 10.A.

B. Memorandum and articles of association.

1. Indicate the register and the entry number therein, if applicable, and describe the company's objects and purposes and where they can be found in the memorandum and articles.

The Articles of Incorporation of the Corporation were registered on January 24, 1986. There are no restrictions on the business may carry on or powers the Corporation may exercise.

2. With respect to directors, provide a summary of any provisions of the company's articles of association or charter and bylaws with respect to:

(a) A director's power to vote on a proposal, arrangement or contract in which the director is materially interested;

Article 3.11 of Bylaw No. 1A. Every director or officer of the Corporation who is a party to a material contract or proposed material contract with the Corporation, or is a director or officer or has a material interest in any corporation which is a party to a material contract or proposed material contract with the Corporation shall disclose in writing to the Corporation or request to have entered in the minutes of the meeting of directors the nature and extent of his interest as required by section 132 of the Act.

Conflicted Directors are not to vote except in certain limited circumstances (132(5))of the Ontario Business Corporations Act ("OBCA").

(b) The directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body;

Bylaw 1A Article 4.01. The board may fix the remuneration of the directors. Such remuneration shall be in addition to any salary or professional fees payable to a director who serves the Corporation in any other capacity. In addition, directors shall be paid such sums in respect of their out-of-pocket expenses incurred in attending board, committee or shareholders' meetings or otherwise in respect of the performance by them of their duties as the board may from time to time determine.

(c) Borrowing powers exercisable by the directors and how such borrowing powers can be varied;

Bylaw No. 2 establishes Directors Borrowing Powers, as follows: The Directors may, without authorization from the shareholders:

(a) borrow money upon the credit of the Corporation;

(b) issue, re-issue, sell or pledge debt obligations of the Corporation, including without limitation, bonds, debentures, notes or other similar obligations of the Corporation whether secured or unsecured;

(c) subject to Section 20 of the Act, give on behalf of the Corporation to secure of any present or future indebtedness, or obligation of any person; and

(d)charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired, real or personal, movable or immovable, property of the Corporation, including without limitation, hook debts, rights, powers, franchises and undertakings, to secure any present or future indebtedness, liabilities or other obligations of the Corporation.

Only the shareholders of the Corporation are able to amend the provisions of Bylaw No. 2 which may be authorized by a majority vote of shareholders at a duly convened meeting of shareholders.

(d) Retirement or non-retirement of directors under an age limit requirement; and

There is no age limit requirement for retirement or non-retirement of directors.

(e) Number of shares, if any, required for director's qualification.

No shares are required for director's qualification.

3. Describe the rights, preferences and restrictions attaching to each class of the shares, including:

(a) Dividend rights, including the time limit after which dividend entitlement lapses and an indication of the party in whose favor this entitlement operates;

Unlimited Number of Common Shares authorized

Unlimited Number of Class C Common Shares authorized

1.         DIVIDENDS

1.1         The holders of the Class C Common shares, in priority to the common shares shall be entitled to receive and the Corporation shall pay thereon as and when declared by the Board of Directors of the Corporation, out of the monies of the Corporation properly applicable to the payment of dividends, fixed preferential non-cumulative cash dividends at the rate of $0.01 per share per annum. No dividends shall at any time be declared or paid or set aside for payment for or on the Class C Common shares unless all dividends up to and including the dividend payable on the last preceding dividend payment date on the Class B Preference shares then issued and outstanding shall have been declared and paid or provided for at the date of such declaration or payment or setting apart for payment. Subject to payment of the Class B Preference shares divided, the Board of Directors of the Corporation shall be entitled from time to time to declare part of the fixed preferential, non-cumulative Class C Common share cash dividend for any fiscal year notwithstanding that such dividend for such fiscal year shall not be declared in full. If within four months after the expiration of any fiscal year of the Corporation, the Board of Directors in its discretion, shall not declare the said dividend or any part thereof on the Class C Common shares for such fiscal year than the rights of the holders of the Class C Common shares to such dividend or any undeclared part thereof for such fiscal year shall be forever extinguished. The holders of the Class C Common shares shall not be entitled to any dividends other than or in excess of the non-cumulative cash dividends herein before provided for.

There are no longer any Class B Preference Shares outstanding.

1.2         Cheques of the Corporation payable at par at any branch of the Corporation's bankers for the time being in Canada shall be issued in respect of the dividends the preference shares (less any tax required to be withheld by the Corporation) and payment thereof shall satisfy such dividends. Dividends which are represented by a cheque which has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation.

2.         DISSOLUTION

2.1         In the event of the dissolution, liquidation or winding-up of the Corporation or other distribution of assets of the Corporation among shareholders for the purpose of winding up its affairs, the holders of the Class C Common shares shall be

entitled to receive from the assets and property of the Corporation for each Class C Common share held by them respectively the sum of $0.10 together with all declared and unpaid preferential non-cumulative cash dividends thereon or a sum equivalent to the result obtained when the amount in the stated capital account for the Class C Common share is divided by the number of issued and outstanding Class C Common shares together with all declared and unpaid preferential non-cumulative cash dividends thereon (whichever is the greater), before any amount shall be paid or any property or assets of the Corporation distributed to the holders of any common shares or shares of any other class ranking junior to the Class C Common shares. After payment to the holders of the Class C Common shares of the amount so payable to them as provided in this Article 2.1, they shall not be entitled to share in any further distribution of the property or assets of the Corporation.

3.           VOTING RIGHTS

3.1         The holders of the Class C Common shares shall be entitled to receive notice and to attend all meetings of the shareholders of the Corporation and shall have one hundred votes for each Class C Common share held at all meetings of the shareholders of the Corporation except for meetings at which only holders of another specified Class or Series of shares of the Corporation are entitled to vote separately as a Class or Series.

3.2         The Class C Common shares shall rank junior to the common shares and Class A Preference shares and to the Class B Preference shares.

4.           CONVERSION PRIVILEGE

4.1         Any Holder of Class C Common Shares shall be entitled at his option at any time (subject as hereinafter provided) to have all or any of the Class C Common Shares held by him converted into Common Shares as the same shall be constituted at the time of conversion upon the basis of one hundred (100) "New Common" Shares for each Class C Common Share in respect of which the Conversion Right is exercised ("New Common" Shares); provided that on conversion of any Class C Common Shares, the Holders thereof will not be entitled to any adjustment of dividends on such Class C Common Shares or on the "New Common" Shares issuable on conversion. The Conversion Right provided for herein may be exercised by Notice in Writing given to the registered office of the Corporation or to any Transfer Agent or Registrar for the Common Shares accompanied by the Certificate or Certificates representing the Class C Common Shares in respect of which the Holder thereof desires to exercise such right of Conversion and such Notice shall be executed by the person registered on the books of the Corporation as the Holder of the Class C Common Shares in respect of which such Right is being exercised or by his duly authorized attorney and specify the number of such shares which the Holder desires to have converted. The Holder shall also pay any governmental, transfer or other tax imposed in respect of such transaction. Upon receipt of such Notice the Corporation shall issue Certificates representing the Common Shares upon the basis above prescribed and in accordance with the provisions hereof to the registered holder of the Class C Common Shares represented by the Certificate accompanying such Notice.

(b) Voting rights, including whether directors stand for reelection at staggered intervals and the impact of that arrangementwhere cumulative voting is permitted or required;

Each Class C or Common Share carries the right to one vote. There is no staggered reelection of directors. Cumulative voting is not permitted.

(c) Rights to share in the company's profits;

Class C Common Shares have $0.01 per share annual non-cumulative dividend. Common Shares share in the company's profits as determined by the directors.

(d) Rights to share in any surplus in the event of liquidation;

On dissolution, Class C Common Shares will receive $0.10 per share together with all declared and unpaid dividends. Class C Common Shares rank junior to the Common Shares. Common Shareholders receive the balance.

(e) Redemption provisions;

There are no redemption or sinking fund provisions.

(f) Sinking fund provisions;

There are no redemption or sinking fund provisions.

(g) Liability to further capital calls by the company; and

There is no liability for further capital calls by the company on the issued and outstanding shares.

(h) Any provision discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.

There are no provision discriminating against any existing or prospective shareholder of Common or Class C Common as a result of a number of shares held by a particular shareholder.

4. Describe what action is necessary to change the rights of holders of the stock, indicating where the conditions are moresignificant than is required by law.

A two-thirds majority of shareholders at a duly convened shareholders meeting is required to change the rights of holders of the stock.

5. Describe the conditions governing the manner in which annual general meetings and extraordinary general meetings ofshareholders are convoked, including the conditions of admission.

The calling of an annual or special meeting is determined by the board of directors at duly-convened meetings of directors or 5% of the shareholders may requisition the holding of a special or general meeting of shareholders. Admission is restricted to shareholders or invitees of the Board.

6. Describe any limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to holdor exercise voting rights on the securities imposed by foreign law or by the charter or other constituent document of the company or state that there are no such limitations if that is the case.

There are no limitations on the rights to own securities for non-resident or foreign shareholders.

7. Describe briefly any provision of the company's articles of association, charter or bylaws that would have an effect ofdelaying, deferring or preventing a change in control of the company and that would operate only with respect to a merger,acquisition or corporate restructuring involving the company (or any of its subsidiaries).

There are no such provisions.

8. Indicate the bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must bedisclosed.

There are no bylaw provisions governing the ownership threshold above which shareholder ownership must be disclosed.

9. With respect to items 2 through 8 above, if the law applicable to the company in these areas is significantly different fromthat in the host country, the effect of the law in these areas should be explained.

The Corporation believes there are no areas of significantly different applicable law between the host and home jurisdictions.

10. Describe the conditions imposed by the memorandum and articles of association governing changes in the capital, where such conditions are more stringent than is required by law.

There are no conditions imposed by the articles of the corporation or a memorandum of association governing changes in capital other than those required by law, which is a two-thirds vote of shareholders at a duly convened meeting.

C. Material contracts.

There are no material contracts except for the contracts listed herein below, as previously reported by Company on Form 8-K and incorporated by reference. Copies of the subject-contracts below are attached as Exhibits to this Form 20-F.

• Press release, dated June 28, 2004 - The Company, through its wholly owned subsidiary, Diamant Film Inc., acquires exclusive marketing and distribution for DIAMANT™ film in United States
• Press release, dated June 14, 2004 - The Company, through its wholly owned subsidiary, Diamant Film Inc., acquires exclusive marketing and distribution for DIAMANT™ film in Canada
• In addition, the territories of Mexico and Bahamas were added to the June 14 Agreement by amendments.

D. Exchange controls.

There are no Canadian laws, decrees, regulations or exchange controls which would affect the import or export of capital or the availability of cash for use by the Company, nor the remittance of dividends, interest or other payments to non-resident holders of the Company's securities.

E. Taxation.

The following information concerning taxation matters is general and non-specific to particular shareholder-individuals. It should not be construed as directly relevant to any shareholder's taxation status, which is dependant on many other variables and factors.

(i) Canadian Federal Income Tax Considerations

The following summary of the material Canadian federal income tax consequences is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (the "Tax Act") and the Canada-United States Tax Convention (the "Tax Convention")) as at the date of this Statement. The summary is restricted to the case of a holder (a "Holder") of one or more common shares of the Company ("Common Shares") who for the purposes of the Tax Act is a non-resident of Canada, is a United States person, holds his Common Shares as capital property and deals at arm's length with the Company.

Dividends . A holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to 25%, or such lower rates as may be applicable, of the gross amount of any dividend paid or deemed to be paid on his Common Shares. Under the Tax Convention, the rate of Part XIII Tax applicable to a dividend on Common Shares paid to a Holder who is a resident of the United States is, if the Holder is a company that beneficially owns at least 10% of the voting stock of the Company, 5% and, in any other case, 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Tax from each dividend paid and remit it to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares . A Holder who disposes of Common Shares, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain thereby realized unless the Common Shares constituted "taxable Canadian property" as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business in Canada, or he or persons with whom he did not deal at arm's length alone or together held or held options to acquire, at any time within the 60 months preceding the disposition, 25% or more of the issued shares of any class of the capital stock of the company.

A Holder who is a resident of the United States and realizes a capital gain on disposition of Common Shares that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax unless (a) more than 50% of the value of the Common Shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resources properties, (b) the Common Shares formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the Common Shares when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of Common Shares must include one-half of the capital gain ("taxable capital gain") in computing his taxable income earned in Canada, subject to the deduction of certain capital losses that may have been sustained by the Holder.

(ii) United States Taxation

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation ("U.S. Taxpayer") will recognize a gain or loss on the sale of the Company's shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the shares. The gain or loss will be a capital gain or capital loss if the Company's shares are a capital asset in the hands of the U.S. Taxpayer.

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on the Company's shares. A U.S. Taxpayer who pays Canadian tax on a dividend on shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability. A domestic corporation that owns at least 10% of the voting shares of the Company should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Company's shares.

Under a number of circumstances, a U.S. Taxpayer acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Centre where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Centre, Philadelphia, PA 19255. In particular, any United States Taxpayer who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply. Holders and prospective holders should therefore consult their own tax advisors with respect to their particular circumstances and the requirements applicable to them.

There may be a possibility of the Company being deemed, for United States tax purposes, a Foreign Personal Holding Company, a Foreign Investment Company, a Passive Foreign Investment Company or a Controlled Foreign Corporation. If that should happen U.S. Taxpayers holding or selling Company Shares, or receiving dividends on Company Shares, will be subject to U.S. taxation at possibly adverse or higher rates and under a system that may be complicated and unfamiliar to them.

F. Dividends and paying agents.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 10.F.

G. Statement by experts.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 10.G.

H. Documents on display.

Any of the documents referred to above can be viewed at the Company's Registered Office, which is located at 7100 Warden Avenue, Unit 5, Markham, Ontario, Canada. All the documents are in English.

I. Subsidiary Information.

Not Applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

(a) Quantitative information about market risk.

The Corporation has exposure to exchange risk from its United States dollar debt and trade liabilities. The table below summarizes the principle USD$ debt arising from its notes and trade payables. In addition the Corporation has not paid any interest on its USD$ notes, which accrues annually at 10%. The total exposure to USD$ debt has increased from $559,000 to $702,000, from 2000 to 2004 respectively. The exchange rate between CAD / USD $'s has been somewhat volatile ranging from a high to low of 1.6 / 1.0 to 1.29 / 1.0 correspondingly; in the current fiscal year ended November 30, 2004, the Canadian dollar has strengthened significantly against the US dollar, generating the reported unrealized exchange gain of approximately $130,000. Currently the Corporation's USD$ assets are negligible, its sales revenues, which are mainly USD$ have dived in recent years, resulting in only minor USD$ trade receivables. In the past five years the Corporation had a maximum trade receivable in USD$ of approximately $100,000.

	Nov 30 04	Nov 30 03	Nov 30 02	Nov 30 01	Nov 30 00
Fixed Interest
10% USD Notes
Principle (USD $)	315,000	315,000	315,000	315,000	315,000
Accrued Interest (USD $)	269,208	237,708	206,208	174,708	143,208
Total US debt & unpaid interest	584,208	552,708	521,208	489,708	458,208
US$ Trade Payables	134,611	149,823	132,750	132,750	132,750
Total US liabilities	718,819	702,531	653,958	622,458	590,958
Exchange Rate USD:CAD $*	1.186	1.299	1.565	1.573	1.536

	852,519	912,588	1,023,444	979,002	907,711
*Exch. Rate Increase (Decrease)	(8.7)%	(17.0)%	(0.0)%	2.4%	4.4%

Conversely, a strengthening Canadian dollar has a detrimental impact on the Corporation's profitability. The table below illustrates the impact based on the previous tables actual exchange rates.

	2004	2003	2002	2001	2000	1999
Assumed sales revenues in USD	100,000	100,000	100,000	100,000	100,000	100,000
Canadian equivalents per $US 100,000	118,600	129,900	156,500	157,300	153,600	147,100
COGS, apprx. (annual 2.5% RM price-inc.)	50,914	49,672	48,460	47,278	46,125	45,000
Gross Profit (GP)	67,687	80,228	108,040	110,022	107,475	102,100
(Loss) contribution vs highest GP	(42,335)	(29,793)	(1,982)	-	(2,547)	(7,922)

During fiscal 2004, monthly average translation rates between Canadian and United States dollars have ranged from a low of: $CAD1.19: $US1.0 to a high of $CAD1.39: $US1.0. Approximately $42,000 (68%) (2003 - $62,000 (76%)) of the Company's sales revenues was transacted in US dollars.

We are exposed to variety of risks, indirectly by changes in interest rates affecting consumer-purchasing habits and directly affected by currency fluctuations between the Canadian and US dollars. The Company does not purchase forward foreign exchange contracts. The Company has no debt or credit subject to variable interest rates. The exchange gains and losses that the Company may be impacted by from time to time will depend on the levels of US dollar monetary assets and liabilities as well as their corresponding collection and payment events. Long term trends of a weakening of the Canadian dollar relative the United Sates dollar would likely have permanent negative impact from the balance sheet perspective, as the Corporation would become more exposed to its net USD liabilities. Conversely, a strengthening Canadian dollar reduces the gross profits of the Corporation.

Item 12. Description of Securities Other than Equity Securities.

A. Debt Securities.

The Corporation is filing Form 20-F as an annual report under the Exchange Act; accordingly it does not have to provide the information called for by Item 12.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

While the Company is not currently involved as defendant in any litigation, in the last 3-to-4 years certain Note holders have commenced litigations in two jurisdictions. The underlying default, that the Company has failed to make payments of principal or interest, remains ongoing and therefore there is very real possibility that one or more of the Note holders may commence action against the Company, including the petitioning of the Corporation into bankruptcy. Recent developments in the last 3-to-4 years are summarized below.

The notes payable bear interest at 10% and are secured by a general security agreement over all the assets of the Company. As the Company has not made timely principal or interest payments, the notes are considered to be in default. Under the terms of the original security agreement, the notes payable shall, at the option of the lenders, become immediately due and payable with notice or demand.

In December 2000, one Note Holder commenced proceedings in Ontario court for payment of US $45,000, interest and costs, whereby they brought a motion for the appointment of a private receiver-manager. The Company brought a cross-motion to dismiss the action for lack of legal capacity to commence the proceedings. In February 2001 the counsel for the plaintiff delivered a notice of discontinuance. The same Note Holder had commenced proceedings in New York State in 1999, however the complaint was also discontinued in September 2000.

During 1999 certain of the Company's 10% note holders demanded full repayment of principal and interest, and commenced legal proceedings to enforce their demands including an attempt to appoint a receiver. The Company successfully negotiated with the majority of the note holders, being 2/3rds, to extend the repayment terms an additional year.

The Company and the note holders did not negotiate any further extensions from fiscal 2001 through fiscal 2004; however, the note holders have made no payment demands.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

Nil - during period since December 1, 2003 to May 31, 2005.

Item 15. Controls and Procedures.(a)Disclosure Controls and Procedures.

(a) Evaluation of disclosure controls and procedures . Our chief executive officer and principal financial "officer" have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act), as of the year end of November 30, 2004. Based on such evaluation, they have concluded that as of such date, our disclosure controls and procedures are effective and designated to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.

(b) Management's annual report on internal control over financial reporting . Not required as the Registrant is a Foreign Private Issuer.

(c) Attestation Report of registered public accounting firm . Not required as the Registrant is a Foreign Private Issuer.

(d) Changes in internal controls over financial reporting . There were no significant changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that occurred during the period covered by this annual report that has effected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.

Item 16.[Reserved]

Item 16A. Audit committee financial expert.

The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Michel Van Herreweghe, Simon Meredith and Roger Kirby. The Company's Board of Directors has determined that Simon Meredith is an audit committee financial expert as defined by Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934.

Item 16B. Code of Ethics.

The Company has adopted a Code of Ethics that applies to its principal executive and financial officers and the persons performing similar functions. The Company will provide a copy of its Code of Ethics, without charge, to any investor that requests it. Requests should be addressed in writing to ART International Corporation, Attn.: Simon Meredith, 7100 Warden Avenue, Markham, Ontario, Canada L3R 8B5.

Item 16C. Principal Accountant Fees and Services.

The following expenses represent the cost of the Corporation's annual audit services.

Details / service	2004	2003	2002
	$	$	$
Audit	36,000	36,000	25,000
Taxation	--	--	--
All Other Fees	--	--	--
Total	36,000	36,000	25,000

Prior to the start of the audit process, the Company's audit committee receives an estimate of the costs from its auditors and reviews such costs for their reasonableness. After their review and pre-approval of the fees, the audit committee recommend to the board of directors to accept the estimated audit fees given by the auditors.

Item 16D. Exemptions from the Listing Standards for Audit Committees.

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

The Company has never repurchased any of its issued securities.

PART III

Item 17. Financial Statements.

The financial statements of the Company which are furnished and attached hereto are prepared according to Canadian Generally Accepted Accounting Principles and in the Accountant's Report attached thereto, and in the Notes thereto, reference is made to the material variations in accounting principles, practices and methods used in preparing financial statements pursuant to Canadian Generally Accepted Accounting Principles in comparison to United States Generally Accepted Accounting Principles as applicable.

Item 18. Financial Statements.

See Items 17 & 19

Index of Exhibits attached: Financial Statements audited as at November 30, 2004 - with comparative figures for 2003 and 2002 attached. The Statements include U.S. oriented Comments by the Auditors and Note dealing with U.S. Generally Accepted Accounting Principles.

Item 19. Exhibits.

Index of Exhibits attached:

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Diamant ART Corporation:

/s/ Simon Meredith	/s/ Michel van Herreweghe
Simon Meredith	Michel van Herreweghe
President	Chairman
June 15, 2005	June 15, 2005

The following exhibits are attached to and form part of this Annual Report
Exhibit Index
Exhibit	Item	Description
#
1	Exhibit	Certifications By Company Chief Executive Officer And Chief Operating Officer
2	Exhibit	Certifications Pursuant To Sarbanes-Oxley Act Of 2002
3	Exhibit	Annual Financial Statements For The Years Ending November 30, 2004, 2003 & 2002
		Audit Opinion, Danziger & Hochman - 2004
		Audit Opinion, Armstrong Szewczyk Goodman Tobias - 2003 & 2002
4		n/a
5		n/a
6	Exhibit	Articles of Incorporation - 01.24.86
			- Xerart Corporation
7	Exhibit	Articles of Amendment - 11.18.86
8	Exhibit	Articles of Amendment - 02.27.87
9	Exhibit	Articles of Amendment - 10.08.87
			- Name Change Artagraph Reproduction Technology Incorporated
10	Exhibit	Articles of Amendment - 08.09.89
			- To Articles of Amendment - 10.08.87
11	Exhibit	Articles of Amendment - 07.24.92
			- Creation of Class "A" Preference Shares
12	Exhibit	Articles of Amendment - 09.01.92
			- Class "A" Preference Shares
13	Exhibit	Articles Of Amendment - 09.08.92
			- Fix Class "A" Preference Series 1 At 875,000 Shares And Conversion Rights To Common
			Shares
14	Exhibit	Articles Of Amendment - 07.14.98
			- Name Change A.R.T. International Inc.
			- Consolidation Of Common Shares 250:1
			- New Class "B" Preference Shares
			- New Class "A" Common Shares
15	Exhibit	Articles Of Amendment - 07.17.00
			- Conversion Of Class "A" Preference Shares, Series 1 & 2
16	Exhibit	Articles Of Amendment - 05.26.03
			- Name Change Art International Corporation
			- 100:1 Consolidation Of Common Shares
			- Conversion Right Of Class "C" Common To 100 Common Shares
17	Exhibit	Articles Of Amendment - 11.22.04
			- Name Change Diamant Art Corporation
			- Deleting Class "A" Preference Shares
			- Deleting Class "B" Preference Shares
18	Exhibit	Distribution Agreement With Presidential Holdings, Dated March 8, 2005
19	Exhibit	Distribution Agreement With Victory Packaging, Dated March 1, 2005
20	Exhibit	Distribution Agreements From Diamant Plastics Corp., Dated June 24, 2004
			- Canada
21	Exhibit	Distribution Agreements From Diamant Plastics Corp., Dated June 28, 2004
			- United States
22	Exhibit	Distribution Agreements From Diamant Plastics Corp., Dated November 15, 2004
			- Mexico
23	Exhibit	Distribution Agreements From Diamant Plastics Corp., Dated March 23, 2005
			- Bahamas

EX-99.1

CERTIFICATIONS*

I, Simon Meredith, certify that:

1. I have reviewed this annual report on Form 20-F of Diamant ART Corporation (formerly ART International Inc.);

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and we have:

(a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date");

(c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls' and

6. The registrant's other certifying office and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

June 15, 2005

Simon Meredith
President & C.O.O.

CERTIFICATIONS*

I, Michel van Herreweghe, certify that:

1. I have reviewed this annual report on Form 20-F of Diamant ART Corporation (formerly ART International Inc.);

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and we have:

(a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date");

(c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls' and

6. The registrant's other certifying office and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

June 15, 2005

Michel van Herreweghe
Chairman & C.E.O.

EX-99.2

Exhibit No. 32.1
Form 20-F
Diamant ART Corporation (formerly ART International Corporation)
File No. 0-16008

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Diamant ART Corporation (formerly ART International Corporation) (the "Company") on Form 20-F for the year ending November 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michel van Herreweghe, Chief Executive of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 15, 2005	By:	/s/ Michel van Herreweghe
	Michel van Herreweghe
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to ART International Corporation Diamant ART Corporation (formerly ART International Corporation) (the "Company") and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit No. 32.1
Form 20-F
Diamant ART Corporation (formerly ART International Corporation)
File No. 0-16008

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Diamant ART Corporation (formerly ART International Corporation) (the "Company") on Form 20-F for the year ending November 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Simon Meredith, President of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 15, 2005	By:	/s/ Simon Meredith
	Simon Meredith
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to ART International Corporation Diamant ART Corporation (formerly ART International Corporation) (the "Company") and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.3

DIAMANT ART CORPORATION
(Formerly A.R.T. International Inc.)

Consolidated Financial Statements
(Canadian Dollars)

November 30, 2004

DIAMANT ART CORPORATION
(Formerly A.R.T. International Inc.)

INDEX

November 30, 2004

	PAGE
AUDITORS' REPORT - NOVEMBER 30, 2004	1
AUDITORS' REPORT - NOVEMBER 30, 2003 AND 2002	2
FINANCIAL STATEMENTS
Consolidated Balance Sheets - Statement I	3
Consolidated Statements of Loss - Statement II	4
Consolidated Statements of Shareholders' Deficiency - Statement III	5
Consolidated Statements of Cash Flows - Statement IV	6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7 - 15

AUDITORS' REPORT

To the Directors of
DIAMANT ART CORPORATION
(Formerly known as A.R.T. International Corporation)

We have audited the consolidated balance sheetof DIAMANT ART CORPORATION as at November 30, 2004 and the consolidated statements of loss, shareholders' deficiency and cash flows for the year then ended. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company, as at November 30, 2004, and the results of its operations and cash flows for the year then ended, in accordance with Canadian generally accepted accounting principles.

/s/ Danziger & Hochman
Chartered Accountants

Toronto, Ontario
May 11, 2005

Comments by Auditors for U.S. Readers on Canada - United States Reporting Difference

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the financial statements. Our report to the directors dated May 11, 2005, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements.

/s/ Danziger & Hochman
Chartered Accountants

Toronto, Ontario
May 11, 2005

Page 1

AUDITORS' REPORT

To the Shareholders of
ART International Corporation
(Formerly A.R.T. International Inc.)

We have audited the consolidated balance sheet of ART International Corporation (formerly A.R.T. International Inc.) as at November 30, 2003 and 2002 and the statements of loss, shareholders' deficiency and cash flows for each of the years in the three-year period ended November 30, 2003, 2002 and 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian and United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2003 and 2002 and the results of its operations and its cash flows for each of the years in the three-year period ended November 30, 2003, 2002 and 2001 in accordance with Canadian generally accepted accounting principles.

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events, such as the going concern uncertainty described in Note 3 to the financial statements. Our report to the shareholders dated February 20, 2004 is expressed in accordance with Canadian and United States reporting standards. Canadian reporting standards do not permit a reference to such events and conditions in the auditors' report when they are adequately disclosed in the financial statements.

/ s / Armstrong, Szewczyk & Tobias
CHARTERED ACCOUNTANTS

Toronto, Ontario 
February 20, 2004

Page 2

DIAMANT ART CORPORATION				Statement I
(Formerly known as Art International Corporation)
Consolidated Balance Sheets
As at November 30, 2004
(Canadian Dollars)
		2004		2003
ASSETS
CURRENT
Cash		$  -		$  9,102
Accounts receivable		8,555		8,657
Inventories (note 3)		34,974		48,446
Prepaid expenses and deposits		10,375		10,375
		53,904		76,580
PROPERTY AND EQUIPMENT (note 4)		17,971		22,464
OTHER
Patents		3,931,051		3,931,051
Art reproduction rights		441,875		441,875
		4 372,926		4,372,926
Less: Accumulated amortization (note 2)		4,372,925		4,372,925
		1		1
		$  71,876		$  99,045
LIABILITIES
CURRENT
Bank indebtedness		$  102		$  -
Accounts payable and accrued liabilities		637,878		754,069
Loans payable (note 5)		1,118,650		675,700
Notes payable (note 6)		692,870		718,023
		2,449,500		2,147,792
SHAREHOLDERS' DEFICIENCY
SHARE CAPITAL (note 7)
COMMON SHARES 80,510,914 (2003 - 3,035,457)	10,595,219		10,502,167
CLASS "C" COMMON SHARES Nil
(2003 - 372,200)		-		93,051
	10,595,219		10,595,218
CONTRIBUTED SURPLUS	11,775,000		11,775,000
DEFICIT - Statement II	( 24,747,843)		( 24,418,965)
		(2,377,624)		(2,048,747
		$  71,876		$  99,045
APPROVED ON BEHALF OF THE BOARD
/s/ Michel Van Hereweghe, Director
/s/ Simon Meredith, Director

{See accompanying notes.} Page 3

DIAMANT ART CORPORATION					Statement II
(Formerly A.R.T. International Corporation)
Consolidated Statements of Loss
For the Year Ended November 30, 2004
(Canadian Dollars)
		2004		2003		2002
			(Restated)
			(Note 9)
REVENUE		$  62,066		$  83,450	$  191,820
COSTS OF GOODS SOLD	209,353		218,956		327,566
GROSS (LOSS)	( 147,287)			(135,506)		(135,746)
Selling, general and administrative	118,648		274,829		312,734
Foreign exchange loss (gain)		(75,761)		(165,546)		(9,380)
Diamant Film expenses		93,165		-		-
Loan interest		41,045		40,921		49,455
Amortization		4,493		5,616		10,724
	181,590		155,820		363,533
NET LOSS FOR THE YEAR	($328,877)		($291,326)		($499,279)
NET LOSS PER COMMON SHARE		($0.02)		($0.34)		($1.96)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES	16,623,078		860,389		255,168

{See accompanying notes.} Page 4

DIAMANT ART CORPORATION							Statement III
(Formerly A.R.T. International Corporation)
Consolidated Statement Shareholders' Deficiency
For the Year Ended November 30, 2004
(Canadian Dollars)
		Class C
	Common	Common	Contributed	Accumulated		Total Equity
	Shares	Shares	Surplus		Deficit	(Deficiency)
Balance, November 30, 2001	$  10,495,217	$  100,001	$  11,775,000	($23,628,360)			($1,258,142)
Net loss	-	-	-		(499,279)		(499,279)
Balance, November 30, 2002	10,495,217	100,001	11,775,000		(24,127,639)		(1,757,421)
Conversion of Class C shares to common shares	6,950	(6,950)	-		-		-
Net loss	-	-	-		(291,326)		(291,326)
Balance, November 30, 2003	10,502,167	93,051	11,775,000		(24,418,965)		(2,048,747)
Conversion of Class C shares to common shares	93,051	(93,051)	-		-		-
Net loss	-	-	-		(328,877)		(328,877)
Stock dividend	1	-	-		(1)		-
Balance, November 30, 2004	$10,592,219	$  -	$11,775,000	(24,747,843)			($2,377,624)

{See accompanying notes.} Page 5

DIAMANT ART CORPORATION					Statement IV
(Formerly A.R.T. International Corporation)
Consolidated Statements of Cash Flows
For the Year Ended November 30, 2004
(Canadian Dollars)
		2004		2003	2002
				(Restated)
				(Note 9)
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net loss for the year	($328,877)		($291,326)		($499,279)
Adjustments for items not affecting cash
Amortization of capital assets		4,493		5,616	10,724
	( 324,384)			(285,710)	( 488,555)
Changes in non-cash working capital components
Accounts receivable		102		9,165	35,098
Inventories		13,472		19,957	41,859
Prepaid expenses and deposits		-		(2,470)	-
Accounts payable and accrued liabilities	( 116,191)			9,144	32,873
	( 427,001)			(249,914)	( 378,725)
FINANCING ACTIVITIES
Loans payable	442,950			321,524	182,809
Notes payable		(25,153)		(97,668)	45,479
	417,797			223,856	228,288
INVESTING ACTIVITIES
Investment in affiliated company		-		-	170,000
NET INCREASE (DECREASE) IN CASH		(9,204)		(26,058)	19,563
CASH, BEGINNING OF YEAR		9,102		35,160	15,597
CASH, END OF YEAR		($102)	$ 9,102		$ 35,160

{See accompanying notes.} Page 6

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

1.          DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN

The Company was incorporated in Canada on June 24, 1986 through the Ontario Business Corporations Act. The Company's primary business is the production, distribution and marketing of replications of oil paintings.

These consolidated financial statements have been prepared in accordance with Canadian GAAP and reflect the accounts of the Company and its' wholly-owned subsidiary Diamant Film Inc., which was incorporated in March 2004. All intercompany transactions and balances have been eliminated on consolidation.

During the year, the Company changed its' name from A.R.T. International Corporation.

The Company has secured a 5 year agreement for Canada, Bahamas, Mexico and the United States of America for the exclusive marketing and distribution rights to Diamant Film, a non-pvc food stretch film.

Going Concern

The financial statements of the Company have been prepared on a going concern basis which contemplates the realization of assets and discharge of obligations in the normal course of business as they come due. No adjustments have been made to assets or liabilities in these financial statements should the Company not be able to continue normal business operations.

The Company has incurred several years of losses and during 2004, utilized $324,384 of cash in operations. At November 30, 2004, the Company reported a deficit of $24,747,843 and continues to expend cash amounts that significantly exceed revenues. These conditions cast substantial doubt as to the ability of the Company to continue in business and meet its obligations as they come due.

2.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)          Inventories

Inventories are valued at the lower of cost and market value. Cost is determined on a first-in, first-out basis.

b)          Property and Equipment

Property and equipment are recorded at cost less provision for amortization and impairment where indicated. Amortization is provided over the useful lives of these assets calculated as follows:

Equipment, furniture and fixtures                 20% declining basis

Page 7

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

2.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

c)          Other Assets

Patents are recorded at cost and fully amortized.

In the past, at each balance sheet date, the Company reviewed the remaining benefit associated with the Artagraph patents to ensure that the Company will generate sufficient undiscounted cash flows to recover their carrying costs. In accordance with this policy, all patents at November 30, 1998 were written down to $1.

Art reproduction rights are recorded at cost and are fully amortized.

d)          Foreign Currency Translation

Foreign currency accounts are translated into Canadian dollars as follows:

At the transaction date, each asset, liability, revenue and expense of the transaction is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the year-end date, monetary assets and liabilities are translated into Canadian dollars using the exchange rate then in effect.

e)         Taxes Payable

Income taxes are recorded using the liability method. Future income and deduction amounts arise due to temporary differences between the accounting and income tax bases of the Company's assets and liabilities. Future income tax assets and liabilities are measured using substantively enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in income tax rates is recognized in the period that includes the date of substantive enactment. Valuation allowances are provided to the extent that realization of such benefits is considered to be more unlikely than not.

f)Revenue Recognition

Revenues and cost of sales are recognized as title to products and material passes to the customer. Title passes when the product is shipped to the customer and all sales invoices stipulate the terms and conditions, i.e. "free on board" and "at the Company's premises".

Page 8

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

2.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

g)          Use of Estimates

The preparation of the consolidated 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 the reported amounts of revenue and expenses during the year. Actual amounts could differ from those estimates.

h)         Loss Per Share

Basic loss per share is calculated on the weighted average number of common shares outstanding during the year.

3.         INVENTORIES

Inventories consist of the following:

	2004	2003
Finished goods	$26,374	$37,447
Raw materials	8,600	10,999
	$34,974	$48,446

4.          PROPERTY AND EQUIPMENT

		2004		2003
		Accumulated	Net Book	Net Book
	Cost	Amortization	Value	Value
Equipment, furniture and fixtures	$358,821	$340,850	$ 17,971	$ 22,464

Page 9

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

5.          LOANS PAYABLE

The loans payable are unsecured, due on demand, non-interest bearing and convertible into common shares of the Company at the market price per share on the date of conversion.

6.          NOTES PAYABLE

The notes payable bear interest at 10% and are secured by a general security agreement over all the assets of the Company.

As the Company has not made timely principal or interest payments, the notes are considered to be in default. Under the terms of the original security agreement, the notes payable shall, at the option of the lenders, become immediately due and payable without notice or demand.

	2004	2003
Principal	$373,590	$409,217
Accrued interest	319,280	308,806
	$692,870	$718,023

7.          SHARE CAPITAL

a)          Authorized

The Company is authorized by its Articles of Incorporation to issue an unlimited number, except where noted, of the following classes of shares:

(i)Non-voting, redeemable, class "A" preference shares, series 1 and series 2; convertible into common shares and have the right to cumulative dividends as and if declared in the amount of U.S. $0.60 per share per annum, payable quarterly in the first year of issuance and annually thereafter, as and when declared, subject to the provisions of The Ontario Business Corporations Act. The future dividend payments are payable in cash or common shares at the discretion of the directors.

The directors have authorized 875,000 class "A" preference shares, series 1, each of which is convertible into 0.048 common shares.

The directors have authorized an unlimited number of class "A" preference shares, series 2, each of which is convertible into 0.24 common shares.

Page 10

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

7.          SHARE CAPITAL (continued)

(ii) The shareholders authorized an unlimited number of class "B" preference shares. These shares are non-voting, retractable at the option of the Company at the amount paid up thereon and have a non-cumulative preferential dividend of $0.10 per share in priority to all other shares of the Company. In the event of dissolution, these shares are entitled to receive the greater of $1.00 per share or the amount paid up thereon in priority to all other shares of the Company. No class "B" shares have been issued;

(iii) The shareholders authorized an unlimited number of class "C" common shares. Each class "C" common share has 100 votes and a non-cumulative dividend right of $0.01 which is payable only in the event that the annual dividends required in respect of the senior shares of the Company, including class "A" preference shares, class "B" preference shares and common shares, have been paid. In the event of dissolution, these shares are entitled to receive the greater of $0.01 per share or the amount paid up thereon in priority to the common shares and no share of any further distribution; and

(iv) The shareholders authorized an unlimited number of common shares with no par value.

b)          Issued Common shares

Outstanding shares at December 1, 2002	255,168
Net effect of share rounding	289
Share converted from Class "C" common shares	2,780,000
Outstanding shares at November 30, 2003	3,035,457
Share converted from Class "C" common shares	37,220,000
Stock dividend	40,255,457
Outstanding shares at November 30, 2004	80,510,914
Class "C" common shares
Outstanding shares at December 1, 2002	400,000
Shares converted into common shares	27,800
Outstanding shares at November 30, 2003	372,200
Shares converted into common shares	372,200
Outstanding shares at November 30, 2004	-

Page 11

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

7.          SHARE CAPITAL (continued)

On October 19, 2004, the Company declared a stock dividend for each common share held on October 29, 2004. A stock dividend of one common share for each common share held. At October 29, 2004, there were 40,255,457 shares outstanding and an additional 40,255,457 were issued as a stock dividend.

8.          INCOME TAXES

The Company has tax non-capital loss carryforwards of approximately $2,730,140. If unused, the tax losses will expire as follows:

2005	$	395,462
2006		88,687
2007		531,742
2008		481,938
2009		488,555
2010		414,879
2011		328,877
		$2,730,140

The Company's computation of income tax recovery is as follows:

	2004		2003		2002
Loss before income taxes	($328,877)		($291,326)		($499,279)
Statutory income tax rate	36.12%		35.12%		33.62%
Income tax recovery at statutory rate	(118,790)		(102,313)		(167,857)
Valuation allowance	118,790		102,313		167,857
Income tax expense	$ -		$ -		$ -
Components of the Company's net future income tax assets are:
Non capital losses ($2,730,140 X 0.3612)	$ 986,126	$1,167,843		$1,051,241
Valuation allowance	(986,126)	( 1,167,843)		( 1,051,241)
Net future income tax asset	$ -		$ -		$ -

Page 12

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

9.          RESTATEMENT OF PRIOR PERIOD

Certain comparative amounts for 2003 have been restated to reflect the correction of errors identified as follows:

The Company understated its' foreign exchange gain in the amount of $129,168 and overstated the cumulative translation account in shareholder deficit by $129,168. . As a result of this restatement, net loss was decreased by $129,168 and the cumulative translation account was decreased by $129,168 with no overall change to the shareholder deficit.

10.        LEASE COMMITMENT

Under a long-term lease expiring January 31, 2006, the Company is obligated for minimum future lease payments, net of occupancy costs, for office, showroom and factory premises as follows:

Fiscal Year Ending	Amount
2005	$71,953
2006	$75,356

11.        COMPARATIVE FIGURES

Prior year figures have been reclassified to conform to current financial statement presentation. Prior year financial statements were prepared by another firm of Chartered Accountants.

12.        DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES

This reconciliation only covers measurement issues and not disclosure issues pursuant to the rules and regulations of the Securities and Exchange Commission.

The consolidated financial statements of the Company for the years ended November 30, 2004, 2003 and 2002 have been prepared in accordance with generally accepted accounting principles as applied in Canada ("Canadian GAAP"). In the following respects, generally accepted accounting principles as applied in the United States ("U.S. GAAP") differ from those applied in Canada.

Page 13

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

12.        DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES (continued)

The significant adjustments which are described below would be required in a consolidated financial statement to comply with U.S. GAAP.

a) In prior years, issue costs of the shares following Canadian GAAP were treated as a reduction of capital. These principles differ from U.S. GAAP following SFAS7, which states that the share issue costs can be treated as an expense in the period.

b) For the last three years, there have been foreign exchange gains which following Canadian GAAP is treated as an expense in the period it is incurred. Following U.S. GAAP, the foreign exchange gain (loss) would be recorded through comprehensive income in the equity section.

The effect of such differences on the Company's balance sheet and statement of loss would be as follows:

			2004		2003		2002
a)	Capital stock - Canadian GAAP	$10,595,218		$10,595,218		$10,595,218
	Share issue cost		2,041,543		2,041,543		2,041,543
	Capital stock - U.S. GAAP	$12,636,761		$12,636,761		$12,636,761
b)	Accumulated deficit - Canadian GAAP	$24,747,842		$24,418,965		$24,127,639
	Share issue cost		2,041,543		2,041,543		2,041,543
	Accumulated deficit - U.S. GAAP	$26,789,385		$26,460,508		$26,169,182
c)	Comprehensive income - Canadian GAAP		$ -		$ -		$ -
	Foreign exchange gain		69,584		165,546		9,380
	Comprehensive income - U.S. GAAP		$ 244,510		$ 174,926		$ 9,380

Page 14

DIAMANT ART CORPORATION

(Formerly A.R.T. International Corporation)

Notes to the Consolidated Financial Statements

November 30, 2004

(Canadian Dollars)

12.         DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES (continued)

Statement of Loss		2004		2003		2002
Net loss - Canadian GAAP	$328,877		$291,326		$499,279
Foreign exchange gain		69,584		165,546		9,380
Net loss - U.S. GAAP	$398,461		$456,872		$508,659
Net loss per share - U.S. GAAP		($0.02)		($ 0.53)		($1.99)

Contributed Surplus

There is a difference between U.S. GAAP and Canadian GAAP for contributed surplus with respect to terminology. Under U.S. GAAP, contributed surplus is called "additional paid in capital".

Accounting For Future (Deferred) Income Taxes

The significant differences between U.S. GAAP and Canadian GAAP in the accounting for future income taxes relate to the treatment of proposed changes in income tax rates and terminology. Under Canadian GAAP, future income tax assets and liabilities are measured using substantively enacted tax rates and laws expected to apply when the differences between the accounting basis and tax basis of assets and liabilities reverse. Under U.S. GAAP, future income tax assets and liabilities are called deferred income tax assets and liabilities and are measured using only currently enacted tax rates and laws. As at November 30, 2004, 2003 and 2002, the difference in rate determination did not result in any adjustment from Canadian to U.S. GAAP since any deferred tax assets were not considered more likely than not to be realized and, accordingly, a full valuation allowance was recorded on such assets.

Page 15

EX-99.6

EX-99.7

EX-99.8

EX-99.9

EX-99.10

EX-99.11

EX-99.12

EX-99.13

EX-99.14

EX-99.15

EX-99.16

EX-99.17

EX-99.18

DISTRIBUTION AGREEMENT

THIS AGREEMENT made as of the 9th day of March, 2005.

BETWEEN:

DIAMANT FILM INC. a corporation incorporated under the laws of the Province of Ontario and having its head office at 7100 Warden Ave., Unit 5, Markham, Ontario, Canada, L3R 8B5, (hereinafter called the "Company")

OF THE FIRST PART

- and -

PRESIDENTIAL HOLDINGS, INC., a corporation incorporated under the laws of the State of Florida and having its head office at 2855 University Drive, Coral Springs, Florida, U.S.A., 33065,

(hereinafter called the "Distributor")

OF THE SECOND PART

WHEREAS Company is a manufacturer and supplier of the products listed in Schedule "A" attached hereto (the "Products");

AND WHEREAS Distributor wishes to obtain from Company the exclusive right to sell, market and distribute the Products throughout the United States of America, (hereinafter referred to as the "Territory") but limited to the U.S. Military market which includes the Army, Air Force, Navy and Marines (the "Market") on the terms and subject to the conditions herein contained.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of Ten dollars ($10.00) now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is agreed as follows:

1.00 Appointment of Distributor

1.01 Company appoints Distributor as its exclusive distributor in the Territory for the Products upon the terms and conditions herein set out in 1.04.

1.02 Distributor hereby accepts its appointment as the exclusive distributor in the Territory and agrees to purchase the Products from Company in accordance with the provisions herein set out in item 1.04.

1.03 As the authorized Distributor, Distributor agrees to use its best efforts to sell, market and distribute the Products.

1

1.04 This agreement provides Distributor with the exclusive right, for up to five years, to sell, market and distribute the Product throughout the Territory to the Market. Should Distributor introduce other potential customers Company, Company will not unreasonably withhold their inclusion in this Agreement under the term Market as herein defined unless their inclusion would contravene the rights of another third party Company distribution agreement. All Product purchasing clients of the Distributor included in the Market will be and remain clients of the Distributor into perpetuity.

2.00 Exclusivity of Appointment

2.01 Providing Distributor has not breached any of the provisions of this Agreement and providing further that Distributor diligently and faithfully carries out its duties and obligations imposed on it by this Agreement, Distributor, shall during the currency of this Agreement be the exclusive sales and service representative of Company to sell, market and distribute the Products within the Territory to the Market and Company shall not appoint any other sales or service representative nor otherwise distribute or sell, market and distribute the Products in the Territory to the Market, except as herein provided.

3.00 New Product

3.01 Distributor shall have the first right to elect to sell, market and distribute any and all similar new products developed by, researched by, marketed, sold, distributed by or in any other manner or form promoted by Company to the Market within the Territory, on an exclusive basis.

4.00 Status of Distributor

4.01 The status of Distributor shall be that of an independent contractor and Distributor shall have no authority to assume or create any obligation whatsoever, expressed or implied, in the name of Company, nor to bind Company in any manner whatsoever. Distributor shall have no authority hereunder to enter into any contract of sale or employment on behalf of Company, nor to endorse Company's cheques, nor to make allowances or adjustments on Company's accounts for the return of merchandise, except pursuant to the written authorization of Company.

5.00 Subdistributors, Assignment

5.01 Company hereby grants to Distributor the right to appoint persons or companies as its sub- distributors (herein called "Subdistributors") of the Products to the Market in the Territory, provided however that the appointment by Distributor of one or more Subdistributors should not relieve Distributor of any of its obligations hereunder.

6.00 Expenses

6.01 All expenses in connection with Distributor's performance of this Agreement and its activities as sales and service representative for Company, including but not limited to travel, automobile, salaries, supplies, transportation, meals, lodging, insurance, advertising and taxes shall be borne by Distributor and Distributor shall be solely responsible for the payment thereof other than the provisions provided in Schedule "D".

7.00 Required Purchase Quantity

2

7.01 Distributor will have a 180 day period commencing on the date of this Agreement to test and/or have the Products tested for sale into the Market (the "Test Period"). Company will provide Distributor a reasonable amount of Product, to be determined by the Company, for testing during the Test Period at no cost to Distributor. At the discretion of the Company, the Test Period may be extended a reasonable period of time, if Distributor can show that the Market requires it.

7.02 Distributor shall purchase directly from Company such quantities of the Products as set out in Schedule "B" attached hereto commencing upon the earlier of the Distributor's first commercial order or immediately upon the expiration of the Test Period. Unless the parties agree to otherwise in writing, the purchase price for the Products shall be in accordance with Section 8.00 hereof.

8.00 Purchase and Sale of the Products

8.01 Subject to and in accordance with the terms and conditions of this Agreement, Company hereby agrees to sell to Distributor, and Distributor agrees to buy from Company, the Products at a price as set forth in Schedule "C" attached hereto (the "Purchase Price"). Distributor shall be entitled to sell the Products to any customers within the Market, without restriction.

8.02 The prices set out in Schedule "C" hereto shall remain in full force and effect from the date of the execution of this Agreement unless written notice is provided to Distributor by Company, setting out an amended price list. Any Product price increase provided in writing by Company to Distributor shall take effect during the sooner of ninety (90) days from the date Distributor is deemed to have received the Notice as provided herein or the date at which the Market indicates its acknowledgement and acceptance of such a Product price increase. Distributor will provide their best efforts to ensure that Product price increases are conveyed to and accepted by the Market. Any reduction in price shall be deemed to be effective immediately and Distributor shall have the benefit of the lower price.

8.03 All prices for the Products referred to herein are payable by Distributor to Company in the currency of the United States of America.

9.00 Shipping and Payment Arrangements

9.01 The Products will be shipped to the destination stipulated by Distributor upon receipt by Company of Distributor's purchase order and a mutually agreed upon payment schedule. The Products shall be sold F.O.B. Company's designated facility from which the shipment is made, where title and risk shall pass to Distributor.

9.02 Distributor shall pay all shipping costs including, without limiting the generality of the foregoing, export duties, import duties, applicable taxes, appropriate insurance and storage costs incurred in connection with the Products after they leave Company's shipping dock.

9.03 Payment schedule will be established by Company and Distributor in collaboration with the Market.

11.00 Obligations of Company

3

11.01 Company agrees that during the term of this Agreement, it shall:

(a) sell to Distributor, at the Purchase Price, such quantities of the Products as are ordered by Distributor from time to time;

(b) deliver all orders of the Products made by Distributor, upon the terms otherwise set out herein, within and not later than sixty (60) days from the date of acceptance by Company of the said order or some other mutually agreed upon date;

(c) refund or credit to the account of Distributor the amounts paid or owing by Distributor for any Products which are defective or faulty so as to be unsaleable and which Distributor returns to Company, provided that the fault or defect does not arise as result of the actions of Distributor or breach of Distributor's obligations under this Agreement;

(d) use its best efforts to maintain or improve the quality and standards of the Products;

(e) provide to Distributor, at its cost, any and all sales promotional material, brochures, price lists and any other literature relative to the Products at such time and in such quantities as may be mutually agreed upon; and

(f) assist Distributor by all reasonable means in selling and distributing the Products to customers, including, without limitation, co-coordinating sales programs with Distributor.

11.02 Company agrees that during the term of this Agreement, it shall not:

(a) withhold delivery of the Products ordered by Distributor for any reason other than non-payment in respect of previous orders or breach of any of the terms and conditions of this Agreement;

(b) distribute, sell, or solicit orders for the Products within or for ultimate delivery to any place within the Territory to the Market defined herein without the prior written consent of Distributor; and

(c) directly or indirectly manufacture, process, distribute, promote, advertise, sell, offer to sell or solicit orders for, or give any advice, assistance or information whatsoever concerning the use, application, sale or distribution of any product or products which may reasonably be regarded as competing for the same Market as the Products in the Territory, without Distributor's prior written consent. Any dispute in this regard shall be resolved by arbitration in accordance herewith, unless the parties agree otherwise.

12.00 Responsibilities of Distributor

12.01 Distributor agrees that during the term of this Agreement, it shall:

(a) comply and cause all its Subdistributors or parties appointed by it to comply, with

4

all applicable laws in the Territory relating to the advertising, distribution and sale of the Products and with the terms and conditions of this Agreement;

(b) devote its best efforts to the performance of its obligations under this Agreement;

(c) make every reasonable effort and use proper means to develop the market potential for trade in the Products, and actively solicit orders for the sale of the Products, provided that in no event shall Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as Distributor, in its sole discretion, determines appropriate; and

(d) develop, promote and maintain with customers the goodwill and reputation of the Products and Company.

12.02 Distributor agrees that during the term of this Agreement, it shall not:

(a) distribute, sell or solicit orders for the Products outside the Territory, nor will it permit or allow any Subdistributor, or party appointed by it, to distribute, sell, or solicit orders for the Products outside the Territory, except as may expressly be authorized by Company.

13.00 Representations and Warranties

13.01 Distributor acknowledges that Company is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement Distributor represents and warrants as follows:

(a) Distributor is a valid subsisting corporation incorporated pursuant to the laws of the State of Florida;

(b) Distributor has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of Distributor as set out herein;

(c) the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which Distributor may be a party; and

(d) the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of Distributor and this Agreement when duly executed and delivered by Distributor will constitute a legal and binding obligation of Distributor enforceable in accordance with its terms.

13.02 Company acknowledges that Distributor is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement Company represents and warrants as follows:

(a) Company is a valid subsisting corporation incorporated pursuant to the laws of the Province of Ontario;

5

(b) Company has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations as set out herein;

(c) the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which Company may be a party;

(d) the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of Company and this Agreement when duly executed and delivered by Company will constitute a legal and binding obligation of Company enforceable in accordance with its terms; and

14.00 Termination

14.01 This Agreement shall come into effect on its date of execution and shall continue in full force and effect, unless terminated earlier in accordance with the terms set out below, until March 8, 2010 (the "Initial Term").

14.02 Distributor may terminate this Agreement at any time for any reason whatsoever by providing thirty (30) days' written notice to Company, provided that prior to providing such notice, Distributor shall have paid all moneys owing to Company by Distributor and returned to Company all displays for the Products and other promotional materials provided by Company to Distributor.

14.03 Provided that Company and Distributor have complied with all the terms and conditions hereof, this Agreement shall be automatically renewed at the completion of the Initial Term and shall continue on the same terms and conditions as contained herein for up to one (1) successive five (5) year period (the "Renewal Term"), unless either party shall have provided ninety (90) days' prior written notice that the Agreement shall not be automatically renewed for a Renewal Term.

14.04 Notwithstanding the provisions contained in Section 14.01 above, the parties hereto agree that this Agreement shall immediately terminate without notice to either party upon the occurrence of any one or more of the following events:

(a) Distributor fails to purchase the required quantity of the Products pursuant to Section 7.00 hereof;

(b) if Company (or Distributor) shall file an assignment in bankruptcy or be or become bankrupt upon the appointment of a receiver for all or substantially all of the property or assets of Company (or Distributor) or upon the making by Company (or Distributor) of any assignment or attempted assignment for the benefit of creditors or upon the institution by Company (or Distributor) of any act or proceeding for the winding up of its business or upon the sale or other disposition by (or Distributor) of all or substantially all of its property and assets or upon any governmental authority exercising any power or authority resulting in expropriation or, confiscation of the property of or intervention in the affairs of Company (or Distributor) in such a manner and to such an extent as to materially affect the ability of Company (or Distributor) to promote, distribute, sell or create a demand for the

6

Products in the Territory. In the event that Company (or Distributor) fails to carry out and perform any of its obligations whatsoever or breaches any of its covenants whatsoever hereunder, the other party may give notice to the defaulting party specifying the nature of the default and indicating the intention of the party giving the notice to terminate this agreement effective on the last day of the month following the month in which such notice was given unless such default has been remedied by that date. In the event that the default is not remedied by the party receiving such notice on or before the thirtieth (30th) day after the giving of such notice, unless the party giving notice of the default shall give notice that the default is waived, this Agreement and the distributorship hereby created shall forthwith terminate as indicated in the notice.

14.05 Upon termination of this Agreement:

(a) Distributor shall discontinue any and all representations or implications that it is a distributor for or is otherwise affiliated with Company; and

(b) Company shall have the option to repurchase from Distributor any of the Products in Distributor's inventory at the cost to Distributor for such Products, less any amount then owing from Distributor to Company. Neither Company nor Distributor shall be liable to the other by reason of the termination of this Agreement for any damages, whether direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill for the other or otherwise, arising from the termination of this Agreement.

15.00 Use of Trademarks

15.01 With respect to the use of any of the trademarks associated with the Products, now or at any time registered in the name of Company (the "Trademarks"), the parties agree as follows:

(a) all representations of any Trademarks which Distributor intends to use in any promotional materials (the "Materials") shall be submitted to Company for prior approval of design, color and other details and no Materials containing any of the Trademarks shall be distributed by Distributor or on behalf of Distributor without the written approval of Company; and

(b) Company shall not withhold its approval unreasonably and, unless Company has advised Distributor in writing within three (3) business days of receipt of the Materials for approval that Company does not approve of the use of such Materials, Company shall be deemed to have approved of the use of such materials.

15.02 Distributor shall not change or vary any of the Trademarks nor use any other Trademarks, which are similar to or substantially similar to, or so nearly resembling the Trademarks so as to be likely to cause deception or confusion to the public.

15.03 Unless otherwise provided in this Agreement, Distributor shall accompany any and all print use of the Trademarks with an asterisk printed closely adjacent to each printed representation of

7

the Trademarks, to which will be related on the same page the legend "Company Trademark".

15.04 With respect to the use of the Trademarks Distributor agrees as follows:

(a) Distributor recognizes that Company is the owner of the Trademarks and all the goodwill therein and agrees that the same shall remain vested in Company both during the term of this Agreement and thereafter and that the use of the Trademarks by Distributor shall be used on behalf and for the benefit of Company. Distributor agrees not to challenge the validity or ownership of the Trademarks and/or the goodwill therein; and

(b) any goodwill which Distributor may acquire from the use of the Trademarks shall vest in and become the absolute property of Company and Distributor undertakes and agrees at the request and expense of Company, whether before or after the termination of this Agreement, to execute all such instruments and to do all such acts as may be necessary and desirable to vest absolutely in Company the said goodwill.

16.00 Non-Competition

16.01 Distributor hereby covenants and agrees that during the term of this Agreement, and for a period of one (1) year following the termination of this Agreement, Distributor shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company, corporation or entity as principal, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any person or persons, firm, association, syndicate, company, corporation or entity engaged in or concerned with or interested in the business of manufacturing, producing, marketing, distributing or selling, for wholesale or retail, any products similar to or competitive with the Products to the Market within the Territory.

16.02 The parties agree that all of the restrictions contained herein are reasonable and valid and Distributor hereby waives all defenses to the strict enforcement thereof by Company.

16.03 Distributor agrees that the remedy at law for any breach by it of the provisions hereof may be inadequate and that in the event of such breach Company shall be entitled to make an application to the appropriate court granting Company temporary and/or permanent injunctive relief against Distributor, without the necessity of proving actual damage to Company.

16.04 Distributor agrees that waiver by Company of any breach of a covenant or provision contained herein shall only be a waiver in respect of the particular breach thereof giving rise to such waiver.

16.05 If Distributor is in breach of any of such restrictions the running of the period of proscription shall be stayed and shall recommence upon the date Distributor ceases to be in breach thereof, whether voluntarily or by injunction.

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17.00 Confidential Information

17.01 Distributor agrees that all information, knowledge and data of a confidential nature ("Confidential Information") which it shall acquire or which may come to its knowledge during the term this Agreement shall at all times (both during the term of this Agreement and subsequent to the termination thereof) and for all purposes be held by Distributor in confidence and Distributor agrees that it shall not (both during the term of this Agreement and subsequent to the termination thereof) disclose, divulge, communicate orally, in writing or otherwise to any person or persons any Confidential Information. Notwithstanding the above, Distributor shall be entitled to disclose such Confidential Information to its duly appointed Subdistributors. For the purposes hereof, "Confidential Information" includes, but is not limited to information emanating from Company, its associates, affiliates, agents or suppliers or conceived or developed by Company concerning research, development, patents, copyright, industrial property rights, marketing plans and strategies, profits, costs, pricing and systems of procedure.

17.02 Immediately following the termination of this Agreement, Distributor agrees to transfer and deliver to Company all documents, notebooks, charts, files and records containing or referencing Confidential Information including copies, summaries, and notes in its possession or control.

18.00 Not Applicable

19.00 Suggested Trade Prices

19.01 Distributor acknowledges that it is under no obligation to accept any suggested trade price for the Products, which may from time to time be communicated to Distributor by Company. Such suggested trade prices are provided by Company for guidance only. Company acknowledges that Distributor shall in no way suffer in its business relations with Company or any other person if it fails to accept such suggested trade prices.

20.00 Warranty

20.01 The Warranties applicable to each of the Products sold to Distributor under this Agreement shall conform to the separate manufacturing product warranties then in effect with respect to such Products, copies of which have been furnished to Distributor, and Distributor agrees to inform its customers of such warranties and any changes thereto that Company supplies to Distributor from time to time. Such warranties are in lieu of and exclude all other conditions, warranties, guarantees, obligations, rights or representations (including any warranties as to merchantability, fitness or durability), expressed or implied, arising by statute or otherwise.

21.00 Assignment Rights

21.01 The parties hereto agree that Distributor shall NOT without the expressed consent of Company be entitled to assign this Agreement to a third party (the "Assignee") provided the Assignee agrees to be bound by the terms and conditions contained herein.

22.00 General

22.01 All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other

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person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:

(a)	To Company at:	7100 Warden Ave., Unit 5
		Markham, Ontario, Canada
		L3R 8B5
(b)	To Distributor at:	2855 University Drive.
		Coral Springs, Florida, U.S.A.
		33065

or at such other address as may be given by such person to the other parties hereto in writing from time to time. If any party bound hereby shall not have given the parties hereto notice setting forth an address for the giving of Notices, the Notice for such person shall be deemed to have been properly given if given in accordance with the terms hereof.

All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the day following the day of the mailing thereof. If any Notice shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the day following the resumption of normal mail service, provided that during the period that regular mail service shall be interrupted all Notices shall be given by personal delivery or by facsimile transmission.

22.02 The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.

22.03 This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.

22.04 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.

22.05 This Agreement constitutes the entire Agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto. The Schedules referred to herein are incorporated herein by reference and form part of the Agreement.

22.06 This Agreement shall endure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns.

22.07 Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to

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the lawful money of the United States of America.

22.08 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

22.09 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such Province.

22.10 In this Agreement, words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word "person" shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.

22.11 When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, then the time period in question shall end on the first business day following such non-business day.

22.12 Any references in this Agreement to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.

22.13 If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this Agreement.

22.14 The parties hereto agree that this Agreement may be transmitted by facsimile or such similar device and that reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

IN WITNESS WHEREOF the parties have duly executed this Distribution Agreement as of the aforementioned date.

DIAMANT FILM INC.

Per: _______________________

Stefan Gudmundsson, President

PRESIDENTIAL HOLDINGS, INC.

Per: ________________________

Steve Bazsuly, Chief Executive Officer

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SCHEDULE "A"

To Agreement Between

Product Specifications

- Strictly Confidential -

____________________________________

SCHEDULE "B"

To Agreement Between

The Distributor agrees to purchase minimum quantities subject to our right to terminate your exclusivity rights under the agreement if you fail to order and pay when due. The definitive agreement will provide for minimal annual volumes as set out herein:

- Strictly Confidential -

____________________________________

SCHEDULE "C"

To Agreement Between The Product purchase price

- Strictly Confidential -

____________________________________

SCHEDULE "D"

To Agreement Between Miscellaneous Contract

- Strictly Confidential -

EX-99.19

DISTRIBUTION AGREEMENT

THIS AGREEMENT made as of the 1st day of March 2005.

BETWEEN:

DIAMANT™ FILM INC. a corporation incorporated under the laws of the Province of Ontario and having its head office at 7100 Warden Ave., Unit 5, Markham, Ontario, L3R 8B5, (hereinafter called "DIAMANT™")

OF THE FIRST PART

- and -

VICTORY PACKAGING, a limited Partnership, having its head office at 910 West Little York, Houston, Texas 77027 U.S.A.

and

GOLDEN STATE CONTAINER, a limited Partnership, having its head office at 910 West Little York, Houston, Texas 77027 U.S.A.

jointly and severally (hereinafter called the "Distributor")

OF THE SECOND PART

WHEREAS DIAMANT™ is a manufacturer and supplier of the products listed in Schedule "A" attached hereto (the "Products");

AND WHEREAS the Distributor wishes to obtain from DIAMANT™ the exclusive right to market and distribute the Products throughout the continental United Stated of America, (hereinafter referred to as the "Territory") on the terms and subject to the conditions herein contained.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of Ten dollars now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is agreed as follows:

1.00 Appointment of Distributor

1.01 DIAMANT™ appoints the Victory Packaging and Golden State Container as its Distributor in the Territory for the Products upon the terms and conditions herein set out in 1.04.

1.02 The Distributor hereby accepts its appointment as the distributor in the Territory and agrees to purchase the Products from DIAMANT™ in accordance with the provisions herein set out 1.04.

1.03 As the authorized Distributor, the Distributor agrees to use its best efforts to sell and market the Products.

1.04 The Distributor shall have the right for up to five years to market and distribute the Product

1

throughout the Territory in the herein defined markets: The exclusive markets are:

a. Industrial - (Professional Packaging Plants of Meat, Poultry, Fish, etc.) Wherein the Product is packed on Automatic Machines and/or Hand Wrapped on the automated packaging lines; and

b. Supermarkets - wherein the Product is Automated Machine and Hand Film Wrap that is utilized on the automated packaging lines and hand wrapping stations.

2. The Territory for Supplier exclusivity is the continental United States of America.

3. The non-exclusive markets will consist of:

a. Institutional - (Hospitals, Hotels and Catering Businesses, etc.) wherein the Product is for manual or machine wrap and Cutter boxes; and

b. Catering Industry - wherein the Product is for manual or machine wrap, Cutter boxes and Consumer rolls.

c. United States of America Military

2.00 Exclusivity of Appointment

2.01 Providing the Distributor has not breached any of the provisions of this Agreement and so long as the Distributor diligently and faithfully carries out its duties and obligations imposed on it by this Agreement, the Distributor, shall for the term of this Agreement be the exclusive sales and service representative of DIAMANT™ to sell and service the Products within the Territory and DIAMANT™ shall not appoint any other sales or service representative nor otherwise distribute or sell the Products in the Territory, except as herein provided.

3.00 Status of Distributor

3.01 The status of the Distributor shall be that of an independent contractor and the Distributor shall have no authority to assume or create any obligation whatsoever, expressed or implied, in the name of DIAMANT™, nor to bind DIAMANT™ in any manner whatsoever. The Distributor shall have no authority hereunder to enter into any contract of sale or employment on behalf of DIAMANT™, nor to endorse DIAMANT's cheques, nor to make allowances or adjustments on DIAMANT's accounts for the return of merchandise, except pursuant to the written authorization of DIAMANT™.

4.00 Subdistributors, Assignment

4.01 DIAMANT™ hereby grants to the Distributor the right to appoint persons or companies as its sub- distributors (herein called "Subdistributors") of the Products in the Territory subject to prior approval in writing by DIAMANT™, provided however that the appointment by the Distributor of one or more Subdistributors does not relieve the Distributor of any of its obligations hereunder.

5.00 Expenses

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5.01 All expenses in connection with the Distributor's performance of this Agreement and its activities as sales and service representative for DIAMANT™, including but not limited to travel, automobile, salaries, supplies, transportation, meals, lodging, insurance, advertising and taxes shall be borne by the Distributor and the Distributor shall be solely responsible for the payment thereof save and except for those items set out in Schedule "D".

6.00 Required Purchase Quantity

6.01 The Distributor shall purchase directly from DIAMANT™ the minimum quantities of the Products as set out in Schedule "B" attached hereto provided DIAMANT™ can supply the Distributor's orders in a timely manner.

6.02 In the event that the Distributor shall not purchase and pay for the minimum purchase requirements in any twelve-month period commencing upon the date hereof, DIAMANT™ shall have the right on thirty (30) days' notice after a written communication and if Distributor shall fail to remedy the default within the notice period of 30 days, to appoint further or other distributors within the Territory and thereafter, the Distributor shall no longer have exclusive rights to sell or service the Product within the Territory.

7.00 Purchase and Sale of the Products

7.01 Subject to and in accordance with the terms and conditions of this Agreement, DIAMANT™ hereby agrees to sell to the Distributor, and the Distributor agrees to buy from DIAMANT™, the Products at the price (the "Purchase Price") as set forth in Schedule "C" attached hereto. The Distributor shall be entitled to sell the Products to any customers without restriction in the Territory.

7.02 The prices set out in Schedule "C" hereto shall remain in full force and effect from the date of the execution of this Agreement unless written notice is provided to the Distributor by DIAMANT™, setting out an amended price list. Any written price increase provided by DIAMANT™ to the Distributor shall take effect at least thirty (30) days from the date that DIAMANT™ delivers the Notice as provided herein. Any reduction in price shall be deemed to be effective immediately on delivery of notice by DIAMANT™ and the Distributor shall have the benefit of the lower price for any further orders after such notice.

7.03 All prices for the Products referred to herein are payable by the Distributor to DIAMANT™ in the currency of Continental United States of America.

8.00 Shipping and Payment Arrangements

8.01 The Products will be shipped to the destination stipulated by the Distributor upon receipt by DIAMANT™ of the Distributor's purchase order. The Products shall be sold F.O.B. Distributor's designated delivery address, where title and risk shall pass to the Distributor. It is expected that DIAMANT™ will deliver in an industry standard time frame.

8.02 DIAMANT™ shall pay all shipping costs including, without limiting the generality of the foregoing, export duties, import duties, applicable taxes, appropriate insurance and storage costs incurred in connection with the Products to Distributor's designated delivery point.

8.03 Payment terms are 2% 10, Net 30 days,

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9.00 Obligations of DIAMANT™

9.01 DIAMANT™ agrees that during the term of this Agreement, it shall:

(a) sell to the Distributor, at the Purchase Price, such quantities of the Products as are ordered by the Distributor from time to time;

(b) deliver all orders of the Products, upon the terms otherwise set out herein.

(c) refund or credit to the account of the Distributor the amounts paid or owing by the Distributor for any Products which are defective or faulty so as to be unsaleable and which the Distributor returns to DIAMANT™ within ten (10) days of delivery to Distributor, provided that the fault or defect does not arise as result of the actions of the Distributor or breach of the Distributor's obligations under this Agreement;

(d) use its best efforts to maintain or improve the quality and standards of the Products;

(e) provide to the Distributor, at its cost, any and all sales promotional material, brochures, price lists and any other literature relative to the Products at such time and in such quantities as may be mutually agreed upon from time to time;

(f) assist the Distributor by all reasonable means in selling and distributing the Products to customers, including, without limitation, co-coordinating sales programs with the Distributor.

9.02 DIAMANT™ agrees that during the term of this Agreement, it shall not:

(a) withhold delivery of the Products ordered by the Distributor for any reason other than nonpayment in respect of previous orders or breach of any of the terms and conditions of this Agreement;

(b) distribute, sell, or solicit orders for the Products within or for ultimate delivery to any place within the Territory defined herein without the prior written consent of the Distributor so long as the Distributor is the exclusive distributor within the Territory.

10.00 Responsibilities of the Distributor

10.01 The Distributor agrees that during the term of this Agreement, it shall:

(a) Comply and cause all its Subdistributors or parties appointed by it to comply, with all applicable laws in the Territory relating to the advertising, distribution and sale of the Products and with the terms and conditions of this Agreement;

(b) Devote its best efforts to the performance of its obligations under this Agreement;

(c) Make every reasonable effort and use proper means to develop the market potential for trade in the Products, and actively solicit orders for the sale of the Products, provided that in no event

4

shall the Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as the Distributor, in its sole discretion, determines appropriate; and

(d) Develop, promote and maintain with customers the goodwill and reputation of the Products; and

(e) Order and pay for the minimum annual product purchase requirements under this agreement..

10.02 The Distributor agrees that during the term of this Agreement, it shall not:

(a) distribute, sell or solicit orders for the Products outside the Territory, nor will it permit or allow any Subdistributor, or party appointed by it, to distribute, sell, or solicit orders for the Products outside the Territory, except as may expressly be authorized by DIAMANT™ in writing.

11.00 Representations and Warranties

11.01 The Distributor acknowledges that DIAMANT™ is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement the Distributor represents and warrants as follows:

(a) the Distributor VICTORY PACKAGING is a limited partnership established under the laws Texas, having its head office at 910 West Little York, Houston, Texas 77027 U.S.A. 1866-624-3472 and

GOLDEN STATE CONTAINER is a limited partnership established under the laws Texas having its head office at 910 West Little York, Houston, Texas 77027 U.S.A. 1-866-624-3472

(b) The Distributor has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of the Distributor as set out herein;

(c) the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which the Distributor may be a party; and

(d) the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of the Distributor and this Agreement when duly executed and delivered by the Distributor will constitute a legal and binding obligation of the Distributor enforceable in accordance with its terms.

11.02 DIAMANT™ acknowledges that the Distributor is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement DIAMANT™ represents and warrants as follows:

(a) DIAMANT™ is a valid subsisting corporation incorporated pursuant to the laws of the Province of Ontario;

(b) DIAMANT™ has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations as set out herein;

5

(c) the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which DIAMANT™ may be a party;

(d) the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of DIAMANT™ and this Agreement when duly executed and delivered by DIAMANT™ will constitute a legal and binding obligation of DIAMANT™ enforceable in accordance with its terms; and

12.00 Termination

12.01 This Agreement shall come into effect on its date of execution and shall continue in full force and effect, unless terminated earlier in accordance with the terms set out below, until March 1, 2010 (the "Initial Term").

12.02 The Distributor may terminate this Agreement at any time for any reason whatsoever by providing thirty (30) days' written notice to DIAMANT™, provided that prior to providing such notice, the Distributor shall have paid all moneys owing to DIAMANT™ by the Distributor and returned to DIAMANT™ all displays for the Products and other promotional materials provided by DIAMANT™ to the Distributor.

12.03 Provided that DIAMANT™ and the Distributor have complied with all the terms and conditions hereof, this Agreement shall be automatically renewed at the completion of the Initial Term and shall continue on the same terms and conditions as contained herein for up to one (1) successive five (5) year period (the "Renewal Term"), unless either party shall have provided ninety (90) days' prior written notice that the Agreement shall not be automatically renewed for a Renewal Term.

12.04 Notwithstanding the provisions contained in Section 14.01 below, the parties hereto agree that this Agreement shall terminate with 30 days written notice to either party upon the occurrence of any one or more of the following events:

(a) the Distributor fails to purchase the required quantity of the Products pursuant to Section 7.00 hereof;

(b) if DIAMANT™ (or the Distributor) shall file an assignment in bankruptcy or be or become bankrupt upon the appointment of a receiver for all or substantially all of the property or assets of DIAMANT™ (or the Distributor) or upon the making by DIAMANT™ (or the Distributor) of any assignment or attempted assignment for the benefit of creditors or upon the institution by DIAMANT™ (or the Distributor) of any act or proceeding for the winding up of its business or upon the sale or other disposition by DIAMANT™ (or the Distributor) of all or substantially all of its property and assets or upon any governmental authority exercising any power or authority resulting in expropriation or, confiscation of the property of or intervention in the affairs of DIAMANT™ (or the Distributor) in such a manner and to such an extent as to materially affect the ability of DIAMANT™ (or the Distributor) to promote, distribute, sell or create a demand for the Products in the Territory. In the event that DIAMANT™ (or the Distributor) fails to carry out and perform any of its obligations whatsoever or breaches any of its covenants whatsoever hereunder, the other party may give notice to the defaulting party specifying the nature of the default and indicating the intention of the party giving the notice to terminate this agreement effective on the last day of the month following the month in which such notice was given unless such default has been remedied by that date. In the event that the default is not remedied by the party receiving such notice on or before the thirtieth (30th) day after the giving of such notice, unless the party giving notice of the default shall give notice that the default is

6

waived, this Agreement and the distributorship hereby created shall forthwith terminate as indicated in the notice.

12.05 Upon termination of this Agreement:

(a) the Distributor shall discontinue any and all representations or implications that it is a distributor for or is otherwise affiliated with DIAMANT™; and

(b) DIAMANT™ shall have the option to repurchase from the Distributor any of the Products in the Distributor's inventory at the cost to the Distributor for such Products, less any amount then owing from the Distributor to DIAMANT™. Neither DIAMANT™ nor the Distributor shall be liable to the other by reason of the termination of this Agreement for any damages, whether direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill for the other or otherwise, arising from the termination of this Agreement.

13.00 Use of Trademarks

13.01 With respect to the use of any of the trademarks associated with the Products, now or at any time registered in the name of DIAMANT™ (the "Trademarks"), the parties agree as follows:

(a) all representations of any Trademarks which the Distributor intends to use in any promotional materials (the "Materials") shall be submitted to DIAMANT™ for prior approval of design, colour and other details and no Materials containing any of the Trademarks shall be distributed by the Distributor or on behalf of the Distributor without the written approval of DIAMANT™; and

(b) DIAMANT™ shall not withhold its approval unreasonably and, unless DIAMANT™ has advised the Distributor in writing within three (3) business days of receipt of the Materials for approval that DIAMANT™ does not approve of the use of such Materials, DIAMANT™ shall be deemed to have approved of the use of such materials.

13.02 The Distributor shall not change or vary any of the Trademarks nor use any other Trademarks, which are similar to or substantially similar to, or so nearly resembling the Trademarks so as to be likely to cause deception or confusion to the public.

13.03 Unless otherwise provided in this Agreement, the Distributor shall accompany any and all print use of the Trademarks with an asterisk printed closely adjacent to each printed representation of the Trademarks, to which will be related on the same page the legend "DIAMANT™ Trademark".

13.04 With respect to the use of the Trademarks the Distributor agrees as follows:

(a) the Distributor recognizes that DIAMANT™ is the owner of the Trademarks and all the goodwill therein and agrees that the same shall remain vested in DIAMANT™ both during the term of this Agreement and thereafter and that the use of the Trademarks by the Distributor shall be used on behalf and for the benefit of DIAMANT™. The Distributor agrees not to challenge the validity or ownership of the Trademarks and/or the goodwill therein; and

(b) any goodwill which the Distributor may acquire from the use of the Trademarks shall vest in

7

and become the absolute property of DIAMANT™ and the Distributor undertakes and agrees at the request and expense of DIAMANT™, whether before or after the termination of this Agreement, to execute all such instruments and to do all such acts as may be necessary and desirable to vest absolutely in DIAMANT™ the said goodwill.

14.00 Non-Competition

14.01 The Distributor hereby covenants and agrees that during the term of this Agreement, and for a period of 180 days (one hundred and eighty days) following the termination of this Agreement, the Distributor shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company, corporation or entity as principal, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any person or persons, firm, association, syndicate, company, corporation or entity engaged in or concerned with or interested in the business of manufacturing, producing, marketing, distributing or selling, for wholesale or retail, any products similar to or competitive with the Products within the Territory.

14.02 The parties agree that all of the restrictions contained herein are applicable only to NON-PVC (polyvinyl chloride) food wrap stretch film.

15.00 Confidential Information

15.01 The Distributor agrees that all information, knowledge and data of a confidential nature ("Confidential Information") which it shall acquire or which may come to its knowledge during the term this Agreement shall at all times (both during the term of this Agreement and subsequent to the termination thereof) and for all purposes be held by the Distributor in confidence and the Distributor agrees that it shall not (both during the term of this Agreement and subsequent to the termination thereof) disclose, divulge, communicate orally, in writing or otherwise to any person or persons any Confidential Information. Notwithstanding the above, the Distributor shall be entitled to disclose such Confidential Information to its duly appointed Subdistributors. For the purposes hereof, "Confidential Information" includes, but is not limited to information emanating from DIAMANT™, its associates, affiliates, agents or suppliers or conceived or developed by DIAMANT™ concerning research, development, patents, copyright, industrial property rights, marketing plans and strategies, profits, costs, pricing and systems of procedure.

15.02 Immediately following the termination of this Agreement, the Distributor agrees to transfer and deliver to DIAMANT™ all documents, notebooks, charts, files and records containing or referencing Confidential Information including copies, summaries, and notes in its possession or control.

16.00 Suggested Trade Prices

16.01 The Distributor acknowledges that it is under no obligation to accept any suggested trade price for the Products, which may from time to time be communicated to the Distributor by DIAMANT™. Such suggested trade prices are provided by DIAMANT™ for guidance only. DIAMANT™ acknowledges that the Distributor shall in no way suffer in its business relations with DIAMANT™ or any other person if it fails to accept such suggested trade prices.

17.00 Assignment Rights

8

17.01 The parties hereto agree that the Distributor shall NOT without the expressed consent of DIAMANT™ be entitled to assign this Agreement to a third party (the "Assignee") provided the Assignee agrees to be bound by the terms and conditions contained herein.

20.00 General

20.01 All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:

(a)	To DIAMANT™ at:	7100 Warden Ave., Unit 5
		Markham, Ontario, Canada
		L3R 8B5
(b)	To Distributor at:	910 West Little York
		Houston, Texas 77027 U.S.A.

or at such other address as may be given by such person to the other parties hereto in writing from time to time. If any party bound hereby or any permitted transferee of shares hereunder shall not have given the parties hereto notice setting forth an address for the giving of Notices, the Notice for such person shall be deemed to have been properly given if given in accordance with the terms hereof as if given to the transferor(s) of such shares.

All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the day following the day of the mailing thereof. If any Notice shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the day following the resumption of normal mail service, provided that during the period that regular mail service shall be interrupted all Notices shall be given by personal delivery or by facsimile transmission.

20.02 The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.

20.03 This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.

20.04 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.

20.05 This Agreement constitutes the entire Agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or

9

modified in any respect except by written instrument signed by the parties hereto. The Schedules referred to herein are incorporated herein by reference and form part of the Agreement.

20.06 This Agreement shall endure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns.

20.07 Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of Canada.

20.08 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

20.09 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such Province.

20.10 In this Agreement, words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word "person" shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.

20.11 When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, then the time period in question shall end on the first business day following such non-business day.

20.12 Any references in this Agreement to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.

20.13 If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this Agreement.

20.14 The parties hereto agree that this Agreement may be transmitted by facsimile or such similar device and that reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

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IN WITNESS WHEREOF the parties have duly executed this Distribution Agreement this 1^st day of March 2005.

DIAMANT™ FILM INC.

Per: _______________________

        Stefan Gudmundsson, President

VICTORY PACKAGING AND GOLDEN STATE

CONTAINER

Per: ______________________________

        Theodore Lundy, National Flexible Packaging

        Manager

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SCHEDULE "A"

To Agreement Between

Product Specifications

- Strictly Confidential -

____________________________________

SCHEDULE "B"

To Agreement Between

The Distributor agrees to purchase minimum quantities subject to our right to terminate your exclusivity rights under the agreement if you fail to order and pay when due. The definitive agreement will provide for minimal annual volumes as set out herein:

- Strictly Confidential -

____________________________________

SCHEDULE "C"

To Agreement Between The Product purchase price

- Strictly Confidential -

____________________________________

SCHEDULE "D"

To Agreement Between Miscellaneous Contract

- Strictly Confidential -

EX-99.20

DISTRIBUTION AGREEMENT

THIS AGREEMENT made as of the 24th day of June 2004.

BETWEEN:

DIAMANT PLASTICS CORP., a corporation incorporated under the laws of the Province of Ontario and having its head office at 6 Shields Court, Suite 201, Markham, Ontario L3R 4S1

(hereinafter called "DIAMANT")

OF THE FIRST PART

- and -

DIAMANT FILM INC. a corporation incorporated under the laws of the Province of Ontario and having its head office at 7100 Warden Ave., Unit 5, Markham, Ontario, L3R 8B5,

(hereinafter called the "Distributor")

OF THE SECOND PART

WHEREAS DIAMANT is a manufacturer and supplier of the products listed in Schedule "A" attached hereto (the "Products");

AND WHEREAS the Distributor wishes to obtain from DIAMANT the exclusive right to market and distribute the Products throughout Canada, (hereinafter referred to as the "Territory") on the terms and subject to the conditions herein contained.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of Ten dollars now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is agreed as follows:

1.00 Appointment of Distributor

1.01 DIAMANT appoints the DIAMANT FILM INC. as its Distributor in the Territory for the Products upon the terms and conditions herein set out in 1.04.

1.02 The Distributor hereby accepts its appointment as the distributor in the Territory and agrees to purchase the Products from DIAMANT in accordance with the provisions herein set out 1.04.

1.03 As the authorized Distributor, the Distributor agrees to use its best efforts to sell and market the Products.

1.04 The Distributor shall have the right for up to five years to market and distribute the Product throughout the Territory in the herein defined markets: The exclusive markets are:

a. Industrial - (Professional Packaging Plants of Meat, Poultry, Fish, etc.) Wherein the

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Product is packed on Automatic Machines and/or Hand Wrapped on the automated packaging lines; and

b. Supermarkets - wherein the Product is Automated Machine and Hand Film Wrap that is utilized on the automated packaging lines and hand wrapping stations.

c. Institutional - (Hospitals, Hotels and Catering Businesses, etc.) wherein the Product is for manual or machine wrap and Cutter boxes; and

d. Catering Industry - wherein the Product is for manual or machine wrap, Cutter boxes and Consumer rolls.

The Territory for Supplier exclusivity is for Canada.

2.00 Exclusivity of Appointment

2.01 Providing the Distributor has not breached any of the provisions of this Agreement and so long as the Distributor diligently and faithfully carries out its duties and obligations imposed on it by this Agreement, the Distributor, shall for the term of this Agreement be the exclusive sales and service representative of DIAMANT to sell and service the Products within the Territory and DIAMANT shall not appoint any other sales or service representative nor otherwise distribute or sell the Products in the Territory, except as herein provided.

3.00 Status of Distributor

3.01 The status of the Distributor shall be that of an independent contractor and the Distributor shall have no authority to assume or create any obligation whatsoever, expressed or implied, in the name of DIAMANT, nor to bind DIAMANT in any manner whatsoever. The Distributor shall have no authority hereunder to enter into any contract of sale or employment on behalf of DIAMANT, nor to endorse DIAMANT's cheques, nor to make allowances or adjustments on DIAMANT's accounts for the return of merchandise, except pursuant to the written authorization of DIAMANT.

4.00 Subdistributors, Assignment

4.01 DIAMANT hereby grants to the Distributor the right to appoint persons or companies as its sub- distributors (herein called "Subdistributors") of the Products in the Territory subject to prior approval in writing by DIAMANT, provided however that the appointment by the Distributor of one or more Subdistributors does not relieve the Distributor of any of its obligations hereunder.

5.00 Expenses

5.01 All expenses in connection with the Distributor's performance of this Agreement and its activities as sales and service representative for DIAMANT, including but not limited to travel, automobile, salaries, supplies, transportation, meals, lodging, insurance, advertising and taxes shall be borne by the Distributor and the Distributor shall be solely responsible for the payment thereof save and except for those items set out in Schedule "D".

6.00 Required Purchase Quantity

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6.01 The Distributor shall purchase directly from DIAMANT the minimum quantities of the Products as set out in Schedule "B" attached hereto provided DIAMANT can supply the Distributor's orders in a timely manner.

6.02 In the event that the Distributor shall not purchase and pay for the minimum purchase requirements in any twelve-month period commencing upon the date hereof, DIAMANT shall have the right on thirty (30) days' notice after a written communication and if Distributor shall fail to remedy the default within the notice period of 30 days, to appoint further or other distributors within the Territory and thereafter, the Distributor shall no longer have exclusive rights to sell or service the Product within the Territory.

7.00 Purchase and Sale of the Products

7.01 Subject to and in accordance with the terms and conditions of this Agreement, DIAMANT hereby agrees to sell to the Distributor, and the Distributor agrees to buy from DIAMANT, the Products at the price (the "Purchase Price") as set forth in Schedule "C" attached hereto. The Distributor shall be entitled to sell the Products to any customers without restriction in the Territory.

7.02 The prices set out in Schedule "C" hereto shall remain in full force and effect from the date of the execution of this Agreement unless written notice is provided to the Distributor by DIAMANT, setting out an amended price list. Any written price increase provided by DIAMANT to the Distributor shall take effect at least thirty (30) days from the date that DIAMANT delivers the Notice as provided herein. Any reduction in price shall be deemed to be effective immediately on delivery of notice by DIAMANT and the Distributor shall have the benefit of the lower price for any further orders after such notice.

7.03 All prices for the Products referred to herein are payable by the Distributor to DIAMANT in the currency of Continental United States of America.

8.00 Shipping and Payment Arrangements

8.01 The Products will be shipped to the destination stipulated by the Distributor upon receipt by DIAMANT of the Distributor's purchase order. The Products shall be sold F.O.B. Distributor's designated delivery address, where title and risk shall pass to the Distributor. It is expected that DIAMANT will or cause to deliver in an industry standard time frame.

8.02 Distributor shall pay all shipping costs including, without limiting the generality of the foregoing, export duties, import duties, applicable taxes, appropriate insurance and storage costs incurred in connection with the Products to Distributor's designated delivery point.

8.03 Payment terms are C.O.D.,

9.00 Obligations of DIAMANT

9.01 DIAMANT agrees that during the term of this Agreement, it shall:

(a) sell to the Distributor, at the Purchase Price, such quantities of the Products as are ordered by the Distributor from time to time;

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(b) deliver all orders of the Products, upon the terms otherwise set out herein.

(c) refund or credit to the account of the Distributor the amounts paid or owing by the Distributor for any Products which are defective or faulty so as to be unsaleable and which the Distributor returns to DIAMANT within ten (10) days of delivery to Distributor, provided that the fault or defect does not arise as result of the actions of the Distributor or breach of the Distributor's obligations under this Agreement;

(d) use its best efforts to maintain or improve the quality and standards of the Products;

(e) provide to the Distributor, at its cost, any and all sales promotional material, brochures, price lists and any other literature relative to the Products at such time and in such quantities as may be mutually agreed upon from time to time;

(f) assist the Distributor by all reasonable means in selling and distributing the Products to customers, including, without limitation, co-coordinating sales programs with the Distributor.

9.02 DIAMANT agrees that during the term of this Agreement, it shall not:

(a) withhold delivery of the Products ordered by the Distributor for any reason other than nonpayment in respect of previous orders or breach of any of the terms and conditions of this Agreement;

(b) distribute, sell, or solicit orders for the Products within or for ultimate delivery to any place within the Territory defined herein without the prior written consent of the Distributor so long as the Distributor is the exclusive distributor within the Territory.

10.00 Responsibilities of the Distributor

10.01 The Distributor agrees that during the term of this Agreement, it shall:

(a) Comply and cause all its Subdistributors or parties appointed by it to comply, with all applicable laws in the Territory relating to the advertising, distribution and sale of the Products and with the terms and conditions of this Agreement;

(b) Devote its best efforts to the performance of its obligations under this Agreement;

(c) Make every reasonable effort and use proper means to develop the market potential for trade in the Products, and actively solicit orders for the sale of the Products, provided that in no event shall the Distributor be required to expend any moneys on advertising or other marketing and sale techniques, except as the Distributor, in its sole discretion, determines appropriate; and

(d) Develop, promote and maintain with customers the goodwill and reputation of the Products; and

(e) Order and pay for the minimum annual product purchase requirements under this agreement..

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10.02 The Distributor agrees that during the term of this Agreement, it shall not:

(a) distribute, sell or solicit orders for the Products outside the Territory, nor will it permit or allow any Subdistributor, or party appointed by it, to distribute, sell, or solicit orders for the Products outside the Territory, except as may expressly be authorized by DIAMANT in writing.

11.00 Representations and Warranties

11.01 The Distributor acknowledges that DIAMANT is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement the Distributor represents and warrants as follows:

(a) the Distributor DIAMANT FILM INC. a corporation incorporated under the laws of the Province of Ontario and having its head office at 7100 Warden Ave., Unit 5, Markham, Ontario, L3R 8B5

(b) The Distributor has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of the Distributor as set out herein;

(c) the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which the Distributor may be a party; and

(d) the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of the Distributor and this Agreement when duly executed and delivered by the Distributor will constitute a legal and binding obligation of the Distributor enforceable in accordance with its terms.

11.02 DIAMANT acknowledges that the Distributor is relying upon the representations and warranties set out in this Agreement and in connection with its entering into this Agreement DIAMANT represents and warrants as follows:

(a) DIAMANT is a valid subsisting corporation incorporated pursuant to the laws of the Province of Ontario;

(b) DIAMANT has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations as set out herein;

(c) the entering into of this Agreement will not result in the violation of any of the terms and provisions of any Agreement, written or oral, to which DIAMANT may be a party;

(d) the execution and delivery of this Agreement has been duly authorized by all necessary actions on the part of DIAMANT and this Agreement when duly executed and delivered by DIAMANT will constitute a legal and binding obligation of DIAMANT enforceable in accordance with its terms; and

12.00 Termination

12.01 This Agreement shall come into effect on its date of execution and shall continue in full force and effect,

5

unless terminated earlier in accordance with the terms set out below, until June 23, 2009 (the "Initial Term").

12.02 The Distributor may terminate this Agreement at any time for any reason whatsoever by providing thirty (30) days' written notice to DIAMANT, provided that prior to providing such notice, the Distributor shall have paid all moneys owing to DIAMANT by the Distributor and returned to DIAMANT all displays for the Products and other promotional materials provided by DIAMANT to the Distributor.

12.03 Provided that DIAMANT and the Distributor have complied with all the terms and conditions hereof, this Agreement shall be automatically renewed at the completion of the Initial Term and shall continue on the same terms and conditions as contained herein for up to one (1) successive five (5) year period (the "Renewal Term"), unless either party shall have provided ninety (90) days' prior written notice that the Agreement shall not be automatically renewed for a Renewal Term.

12.04 Notwithstanding the provisions contained in Section 14.01 below, the parties hereto agree that this Agreement shall terminate with 30 days written notice to either party upon the occurrence of any one or more of the following events:

(a) the Distributor fails to purchase the required quantity of the Products pursuant to Section 7.00 hereof;

(b) if DIAMANT (or the Distributor) shall file an assignment in bankruptcy or be or become bankrupt upon the appointment of a receiver for all or substantially all of the property or assets of DIAMANT (or the Distributor) or upon the making by DIAMANT (or the Distributor) of any assignment or attempted assignment for the benefit of creditors or upon the institution by DIAMANT (or the Distributor) of any act or proceeding for the winding up of its business or upon the sale or other disposition by DIAMANT (or the Distributor) of all or substantially all of its property and assets or upon any governmental authority exercising any power or authority resulting in expropriation or, confiscation of the property of or intervention in the affairs of DIAMANT (or the Distributor) in such a manner and to such an extent as to materially affect the ability of DIAMANT (or the Distributor) to promote, distribute, sell or create a demand for the Products in the Territory. In the event that DIAMANT (or the Distributor) fails to carry out and perform any of its obligations whatsoever or breaches any of its covenants whatsoever hereunder, the other party may give notice to the defaulting party specifying the nature of the default and indicating the intention of the party giving the notice to terminate this agreement effective on the last day of the month following the month in which such notice was given unless such default has been remedied by that date. In the event that the default is not remedied by the party receiving such notice on or before the thirtieth (30th) day after the giving of such notice, unless the party giving notice of the default shall give notice that the default is waived, this Agreement and the distributorship hereby created shall forthwith terminate as indicated in the notice.

12.05 Upon termination of this Agreement:

(a) the Distributor shall discontinue any and all representations or implications that it is a distributor for or is otherwise affiliated with DIAMANT; and

(b) DIAMANT shall have the option to repurchase from the Distributor any of the Products in the Distributor's inventory at the cost to the Distributor for such Products, less any amount then owing from the Distributor to DIAMANT. Neither DIAMANT nor the Distributor shall be liable to the other by reason of the termination of this Agreement for any damages, whether

6

direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill for the other or otherwise, arising from the termination of this Agreement.

13.00 Use of Trademarks

13.01 With respect to the use of any of the trademarks associated with the Products, now or at any time registered in the name of DIAMANT (the "Trademarks"), the parties agree as follows:

(a) all representations of any Trademarks which the Distributor intends to use in any promotional materials (the "Materials") shall be submitted to DIAMANT for prior approval of design, colour and other details and no Materials containing any of the Trademarks shall be distributed by the Distributor or on behalf of the Distributor without the written approval of DIAMANT; and

(b) DIAMANT shall not withhold its approval unreasonably and, unless DIAMANT has advised the Distributor in writing within three (3) business days of receipt of the Materials for approval that DIAMANT does not approve of the use of such Materials, DIAMANT shall be deemed to have approved of the use of such materials.

13.02 The Distributor shall not change or vary any of the Trademarks nor use any other Trademarks, which are similar to or substantially similar to, or so nearly resembling the Trademarks so as to be likely to cause deception or confusion to the public.

13.03 Unless otherwise provided in this Agreement, the Distributor shall accompany any and all print use of the Trademarks with an asterisk printed closely adjacent to each printed representation of the Trademarks, to which will be related on the same page the legend "DIAMANT Trademark".

13.04 With respect to the use of the Trademarks the Distributor agrees as follows:

(a) the Distributor recognizes that DIAMANT is the owner of the Trademarks and all the goodwill therein and agrees that the same shall remain vested in DIAMANT both during the term of this Agreement and thereafter and that the use of the Trademarks by the Distributor shall be used on behalf and for the benefit of DIAMANT. The Distributor agrees not to challenge the validity or ownership of the Trademarks and/or the goodwill therein; and

(b) any goodwill which the Distributor may acquire from the use of the Trademarks shall vest in and become the absolute property of DIAMANT and the Distributor undertakes and agrees at the request and expense of DIAMANT, whether before or after the termination of this Agreement, to execute all such instruments and to do all such acts as may be necessary and desirable to vest absolutely in DIAMANT the said goodwill.

14.00 Non-Competition

14.01 The Distributor hereby covenants and agrees that during the term of this Agreement, and for a period of one (1) year following the termination of this Agreement, the Distributor shall not, for whatever reason and with or without cause, either individually or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate, company, corporation or entity as principal, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit its name

7

or any part thereof to be used or employed by any person or persons, firm, association, syndicate, company, corporation or entity engaged in or concerned with or interested in the business of manufacturing, producing, marketing, distributing or selling, for wholesale or retail, any products similar to or competitive with the Products within the Territory.

14.02 The parties agree that all of the restrictions contained herein are reasonable and valid and the Distributor hereby waives all defenses to the strict enforcement thereof by DIAMANT.

14.03 The Distributor agrees that the remedy at law for any breach by it of the provisions hereof may be inadequate and that in the event of such breach DIAMANT shall be entitled to make an application to the appropriate court granting DIAMANT temporary and/or permanent injunctive relief against the Distributor, without the necessity of proving actual damage to DIAMANT.

14.04 The Distributor agrees that waiver by DIAMANT of any breach of a covenant or provision contained herein shall only be a waiver in respect of the particular breach thereof giving rise to such waiver.

14.05 If the Distributor is in breach of any of such restrictions the running of the period of proscription shall be stayed and shall recommence upon the date the Distributor ceases to be in breach thereof, whether voluntarily or by injunction.

15.00 Confidential Information

15.01 The Distributor agrees that all information, knowledge and data of a confidential nature ("Confidential Information") which it shall acquire or which may come to its knowledge during the term this Agreement shall at all times (both during the term of this Agreement and subsequent to the termination thereof) and for all purposes be held by the Distributor in confidence and the Distributor agrees that it shall not (both during the term of this Agreement and subsequent to the termination thereof) disclose, divulge, communicate orally, in writing or otherwise to any person or persons any Confidential Information. Notwithstanding the above, the Distributor shall be entitled to disclose such Confidential Information to its duly appointed Subdistributors. For the purposes hereof, "Confidential Information" includes, but is not limited to information emanating from DIAMANT, its associates, affiliates, agents or suppliers or conceived or developed by DIAMANT concerning research, development, patents, copyright, industrial property rights, marketing plans and strategies, profits, costs, pricing and systems of procedure.

15.02 Immediately following the termination of this Agreement, the Distributor agrees to transfer and deliver to DIAMANT all documents, notebooks, charts, files and records containing or referencing Confidential Information including copies, summaries, and notes in its possession or control.

16.00 Suggested Trade Prices

16.01 The Distributor acknowledges that it is under no obligation to accept any suggested trade price for the Products, which may from time to time be communicated to the Distributor by DIAMANT. Such suggested trade prices are provided by DIAMANT for guidance only. DIAMANT acknowledges that the Distributor shall in no way suffer in its business relations with DIAMANT or any other person if it fails to accept such suggested trade prices.

17.00 Assignment Rights

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17.01 The parties hereto agree that the Distributor may without the expressed consent of DIAMANT be entitled to assign this Agreement to a third party (the "Assignee") provided the Assignee agrees to be bound by the terms and conditions contained herein.

20.00 General

20.01 All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:

(a)	To DIAMANT at:	6 Shields Court, Suite 201,
		Markham, Ontario L3R 4S1
(b)	To Distributor at:	7100 Warden Ave., Unit 5
		Markham, Ontario, Canada
		L3R 8B5

or at such other address as may be given by such person to the other parties hereto in writing from time to time. If any party bound hereby or any permitted transferee of shares hereunder shall not have given the parties hereto notice setting forth an address for the giving of Notices, the Notice for such person shall be deemed to have been properly given if given in accordance with the terms hereof as if given to the transferor(s) of such shares.

All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the day following the day of the mailing thereof. If any Notice shall have been mailed and if regular mail service shall be interrupted by strikes or other irregularities, such Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the day following the resumption of normal mail service, provided that during the period that regular mail service shall be interrupted all Notices shall be given by personal delivery or by facsimile transmission.

20.02 The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.

20.03 This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.

20.04 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.

20.05 This Agreement constitutes the entire Agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto. The Schedules referred to herein are incorporated herein by reference and form part of the Agreement.

20.06 This Agreement shall endure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns.

9

20.07 Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of the United States of America

20.08 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

20.09 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such Province.

20.10 In this Agreement, words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word "person" shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity.

20.11 When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, then the time period in question shall end on the first business day following such non-business day.

20.12 Any references in this Agreement to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.

20.13 If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this Agreement.

20.14 The parties hereto agree that this Agreement may be transmitted by facsimile or such similar device and that reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

IN WITNESS WHEREOF the parties have duly executed this Distribution Agreement this 24^th day of June 2004.

DIAMANT PLASTICS CORP.
Per: ___________________	A.S.O.
DIAMANT FILM INC.
Per: ____________________	A.S.O

10

SCHEDULE "A"

To Agreement Between

Product Specifications

- Strictly Confidential -

____________________________________

SCHEDULE "B"

To Agreement Between

The Distributor agrees to purchase minimum quantities subject to our right to terminate your exclusivity rights under the agreement if you fail to order and pay when due. The definitive agreement will provide for minimal annual volumes as set out herein:

- Strictly Confidential -

____________________________________

SCHEDULE "C"

To Agreement Between The Product purchase price

- Strictly Confidential -

____________________________________

SCHEDULE "D"

To Agreement Between Miscellaneous Contract

- Strictly Confidential -

EX-99.21

DISTRIBUTION AMENDMENT

THIS AMENDMENT made as of the 28^th day of June 2004.

BETWEEN:

., a corporation incorporated under the laws of the Province of Ontario and having its head office at 6 Shields Court, Suite 201, Markham, Ontario L3R 4S1

(hereinafter called "DIAMANT")                                                  OF THE FIRST PART
- - and -

a corporation incorporated under the laws of the Province of Ontario and having its head office at 7100 Warden Ave., Unit 5, Markham, Ontario, L3R 8B5

(hereinafter called the "Distributor")

                                                                                                                 OF THE SECOND PART

AND WHEREAS the Distributor wishes to obtain from DIAMANT the exclusive right to market and distribute the Products throughout the Continental United States of America, (hereinafter referred to as the "Territory") on the terms and subject to the conditions herein contained.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of Ten dollars now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is agreed as follows:

1.01 DIAMANT appoints the DIAMANT FILM INC. as its Distributor in the Continental United States of America and to be added to the agreement Dated June 24, 2004, between DIAMANT PLASTICS CORP and DIAMANT FILM INC.

1.02 The parties hereto agree that this Amendment be transmitted by facsimile or such similar device and that reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

IN WITNESS WHEREOF

DIAMANT PLASTICS CORP.
Per: _________________	A.S.O.
DIAMANT FILM INC.
Per: _________________	A.S.O

SCHEDULE "A"

To Agreement Between

Product Specifications

- Strictly Confidential -

____________________________________

SCHEDULE "B"

To Agreement Between

The Distributor agrees to purchase minimum quantities subject to our right to terminate your exclusivity rights under the agreement if you fail to order and pay when due. The definitive agreement will provide for minimal annual volumes as set out herein:

- Strictly Confidential -

____________________________________

SCHEDULE "C"

To Agreement Between The Product purchase price

- Strictly Confidential -

____________________________________

SCHEDULE "D"

To Agreement Between Miscellaneous Contract

- Strictly Confidential -

EX-99.22

DISTRIBUTION AMENDMENT

THIS AMENDMENT made as of the 15^th day of November 2004.

BETWEEN:

DIAMANT PLASTICS CORP., a corporation incorporated under the laws of the Province of Ontario and having its head office at 6 Shields Court, Suite 201, Markham, Ontario L3R 4S1

(hereinafter called "DIAMANT")

OF THE FIRST PART

- and -

DIAMANT FILM INC. a corporation incorporated under the laws of the Province of Ontario and having its head office at 7100 Warden Ave., Unit 5, Markham, Ontario, L3R 8B5,

(hereinafter called the "Distributor")

OF THE SECOND PART

AND WHEREAS the Distributor wishes to obtain from DIAMANT the exclusive right to market and distribute the Products throughout Mexico, (hereinafter referred to as the "Territory") on the terms and subject to the conditions herein contained.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of Ten dollars now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is agreed as follows:

1.01 DIAMANT appoints the DIAMANT FILM INC. as its Distributor in Mexico and to be added to the agreement Dated June 24, 2004 between DIAMANT PLASTICS CORP., and DIAMANT FILM INC.

1.02 The parties hereto agree that this Amendment be transmitted by facsimile or such similar device and that reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

IN WITNESS WHEREOF

DIAMANT PLASTICS CORP.
Per: _____________________	A.S.O.
DIAMANT FILM INC.
Per: _____________________	A.S.O

SCHEDULE "A"

To Agreement Between

Product Specifications

- Strictly Confidential -

____________________________________

SCHEDULE "B"

To Agreement Between

The Distributor agrees to purchase minimum quantities subject to our right to terminate your exclusivity rights under the agreement if you fail to order and pay when due. The definitive agreement will provide for minimal annual volumes as set out herein:

- Strictly Confidential -

____________________________________

SCHEDULE "C"

To Agreement Between The Product purchase price

- Strictly Confidential -

____________________________________

SCHEDULE "D"

To Agreement Between Miscellaneous Contract

- Strictly Confidential -

EX-99.23

DISTRIBUTION AMENDMENT

THIS AMENDMENT made as of the 23^rd day of March 2005.

BETWEEN:

DIAMANT PLASTICS CORP., a corporation incorporated under the laws of the Province of Ontario and having its head office at 6 Shields Court, Suite 201, Markham, Ontario L3R 4S1

(hereinafter called "DIAMANT")

OF THE FIRST PART

 - and -

DIAMANT FILM INC. a corporation incorporated under the laws of the Province of Ontario and having its head office at 7100 Warden Ave., Unit 5, Markham, Ontario, L3R 8B5,

(hereinafter called the "Distributor")

OF THE SECOND PART

AND WHEREAS the Distributor wishes to obtain from DIAMANT the exclusive right to market and distribute the Products throughout the Commonwealth of the Bahamas, (hereinafter referred to as the "Territory") on the terms and subject to the conditions herein contained.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein, the sum of Ten dollars now paid by each party hereto to each of the other parties hereto, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is agreed as follows:

1.01 DIAMANT appoints the DIAMANT FILM INC. as its Distributor in the Commonwealth of the Bahamas and to be added to the agreement Dated June 24, 2004, between DIAMANT PLASTICS CORP., and DIAMANT FILM INC.

1.02 The parties hereto agree that this Amendment be transmitted by facsimile or such similar device and that reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

IN WITNESS WHEREOF

DIAMANT PLASTICS CORP.
Per: ___________________	A.S.O.
DIAMANT FILM INC.
Per: ___________________	A.S.O

SCHEDULE "A"

To Agreement Between

Product Specifications

- Strictly Confidential -

____________________________________

SCHEDULE "B"

To Agreement Between

The Distributor agrees to purchase minimum quantities subject to our right to terminate your exclusivity rights under the agreement if you fail to order and pay when due. The definitive agreement will provide for minimal annual volumes as set out herein:

- Strictly Confidential -

____________________________________

SCHEDULE "C"

To Agreement Between The Product purchase price

- Strictly Confidential -

____________________________________

SCHEDULE "D"

To Agreement Between Miscellaneous Contract

- Strictly Confidential -