UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(Mark One)
X Annual report under Section 13 or 15(d) of the Securities Exchange
- Act of 1934 (Fee required).
For the fiscal year June 30, 1997
Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required).
For the Transition period from: to:
Commission File Number. 0-24138
DIAMOND EQUITIES, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 88-0232816
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State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization
2010 E. University Drive, Ste. # 3 - Tempe, Arizona 85281
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(Address of Principal Executive Offices) (Zip Code)
(602) 921-2760
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
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Class A Warrants
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Class B Warrants
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Check whether the issuer: (1) filed all Reports to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
-
Check here if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definite proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
-
The Issuer's revenues for the year ended June 30, 1997, were $ none .
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The aggregate market value of the voting stock held by non-affiliates
(approximately 1,775,034 shares as of September 27, 1997) based upon the average
of the bid and asked prices of such stock as of September 27, 1997, as reported
on the Electronic Bulletin Board, was $0.13.
The number of shares of Common Stock of the issuer outstanding as of
September 27, 1997, was 4,666,099.
Transitional Small Business Disclosure Format (check one): Yes No X
-
Documents incorporated by Reference:
Incorporated by reference in this Amended Form 10-KSB (10 KSB/A) is the
Form 10-KSB filed by the issuer and exhibits thereto as filed with the
Commission on October 09, 1997.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I Page No.
<S> <C> <C>
Item 1. Description of Business......................................... Incorporated by
Item 2. Description of Property......................................... reference to Form
Item 3. Legal Proceedings............................................... 10-KSB filed on
Item 4. Submission of Matters to a Vote of Security Holders............. October 09, 1997
PART II
Item 5. Market Price of and Dividends on the Registrant's Common Equity
and Other Stockholder Matters................................... Incorporated by
Item 6. Management's Discussion and Analysis or Plan of Operation....... reference to Form
Item 7. Financial Statements............................................ 10-KSB filed on
Item 8. Changes in and Disagreements With Accountants................... October 09, 1997
Item 9. Directors, Executive Officers, Promoters and Control Persons....
PART III
Item 10. Executive Compensation.......................................... Incorporated by
Item 11. Security Ownership of Certain Beneficial Owners and Management.. reference to Form
Item 12. Certain Relationships and Related Transactions.................. 10-KSB filed on
October 09, 1997
Item 13. Exhibit List and Reports on Form 8-K
Exhibit No. 27 Financial Data Schedule (attached on following page)
</TABLE>
2
<PAGE>
Item 13. Exhibits List and Reports on 8-K.
10 (a) The following exhibits are furnished with this Report pursuant
to Item 601 of Regulation S-B.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page
<S> <C> <C>
3(i) Articles of Incorporation as amended *
3(ii) By-Laws of the Company, as currently in effect *
3(iii) Certificate regarding Series A 6% Preferred Stock ***
3(iv) Certificate of Amendment of Articles of Incorporation, dated June 20, 1997 E-1
4(a) Form of certificate evidencing shares of Common Stock *
4(b) Form of certificate evidencing shares of Series A 6% Preferred Stock ***
10.1 Assignment and Assumption of Liabilities Agreement **
10.2 Stock Purchase Agreement dated April 3, 1995 between Oak Holdings and ****
Teletek, Inc.
10.3 Consulting Agreement dated April 6, 1995, between the Company and ****
Michael Swan
10.4 Consulting Agreement dated January 1, 1995, between the Company and ***
C&N, Inc.
10.5 Severance Agreement dated October 3, 1996 between the Company and *2
Michael Swan
10.6 Form 12b-25 dated September 27, 1997 *****
10.7 Stock Purchase Agreement between Teletek, Inc. and Dingaan Holdings, ******
S.A. dated December 1, 1996 (change in control of registrant)
27 Financial Data Schedule
</TABLE>
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* Incorporated by reference to the exhibits with the Company's registration
statement on Form 10-SB (Commission File No. 0-24138) filed with the Securities
and Exchange Commission on May 13, 1994.
** Incorporated by reference to the exhibits filed with the Company's 1994
annual report on Form 10-KSB (Commission File No. 0-24138) filed with the
Securities and Exchange Commission on October 13, 1994.
*** Incorporated by reference to the exhibits filed with the Company's
registration statement on Form SB-2 (Commission File No. 33-85884).
**** Incorporated by reference to the exhibits filed with the Company's Current
Report on form 8-K (Commission File No. 0-24138) filed with the Securities and
Exchange Commission on December 1, 1996.
***** Incorporated by reference to the Company's Form 12b-25 dated September 27,
1997.
16
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DIAMOND EQUITIES, INC.
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Registrant
By: /s/ David D. Westfere
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David D. Westfere, President
Date: January 14, 1998
By: /s/ Todd D. Chisholm
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Todd D. Chisholm, Chief Financial Officer
Date: January 14, 1998
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By: /s/ David D. Westfere
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David D. Westfere, Director
Date: January 14, 1998
By: /s/ Todd D. Chisholm
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Todd D. Chisholm, Director
Date: January 14, 1998
17
<PAGE>
FORM 10-KSB
DIAMOND EQUITIES, INC.
(Formerly United Payphone Services, Inc.)
EXHIBITS
27 Financial Data Schedule
18
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 1,586,983
<SECURITIES> 0
<RECEIVABLES> 22,192
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,650,298
<PP&E> 20,980
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,441,405
<CURRENT-LIABILITIES> 454,873
<BONDS> 0
0
1,817,591
<COMMON> 4,666
<OTHER-SE> 164,275
<TOTAL-LIABILITY-AND-EQUITY> 2,441,405
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 265,021
<LOSS-PROVISION> (206,611)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (206,611)
<INCOME-TAX> 50
<INCOME-CONTINUING> (206,661)
<DISCONTINUED> 1,852,761
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,537,244
<EPS-PRIMARY> .31
<EPS-DILUTED> .17
</TABLE>
