<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 1999
----------------
Global Diamond Resources, Inc.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-21635 33-0213535
------ ------- -----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
836 Prospect Street, Suite 2B
San Diego, California 92037
---------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 459-1928
------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
KPMG LLP was previously the principal accountants for Global Diamond
Resources, Inc. On December 1, 1999, that firm resigned. The decision to
change accountants was not recommended by the board of directors.
In connection with the audits of the two fiscal years ended December 31,
1998 and the subsequent interim period through December 1, 1999, there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of KPMG LLP on the consolidated financial statements of
Global Diamond Resources, Inc. and subsidiaries as of and for the years ended
December 31, 1998 and 1997 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:
KPMG LLP's auditors' report on the consolidated financial statements of
Global Diamond Resources and subsidiaries as of and for the years ended December
31, 1998 and 1997, contained separate paragraphs stating that: A) "As discussed
in Note 1 to the consolidated financial statements, the Company changed its
method of accounting for exploration and related costs on unproven properties."
B) "The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty." A letter from KPMG LLP is attached as Exhibit
16.1.
Item 5. Other Events.
Not applicable.
Item 6. Resignations of Registrant's Directors.
<PAGE>
Not applicable.
Item 7. Financial Statements and Exhibits.
Exhibits.
--------
16.1 Letter from KPMG LLP on Changes in Certifying Accountant
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Global Diamond Resources, Inc.
(Registrant)
Date: February 28, 2000 By:/s/ Johann de Villiers
-----------------------------------
Johann de Villiers, President
<PAGE>
EXHIBIT 16.1
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Global Diamond Resources,
Inc., and under the date of March 5, 1999 except for Notes 2, 4, 6, 7, 10 and 13
as to which the date was July 16, 1999, we reported on the consolidated
financial statements of Global Diamond Resources, Inc and subsidiaries as of and
for the years ended December 31, 1998 and 1997. On December 1, 1999, we
resigned. We have read Global Diamond Resources' statements included under Item
4 of its Form 8-K dated February 28, 2000, and we agree with such statements,
except that we are not in a position to agree or disagree with Global Diamond
Resources Inc.'s statements that the change was not recommended by the board of
directors.
/s/ KPMG LLP
------------
KPMG LLP
