SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 7, 1999
DIAMOND EQUITIES, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-24138 88-0232816
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2010 E. University Drive, Suite 3, Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 921-2760
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As reported in the Registrant's 8-K report filed on April 8, 1999, the
Registrant acquired control of GoProfit.com, Inc. a private company. Subsequent
events which occurred with GoProfit.com, Inc. have initially meant a loss of
control, however, the Registrant now owns approximately thirty eight percent
(38%) of GoProfit.com, Inc., but through proxies issued by certain shareholders,
the Registrant or certain affiliates now "control" approximately sixty one
percent (61%) of the voting common stock of GoProfit.com, Inc. As a result of
such voting power, the Registrant's principals (named herein) relieved the
existing one (1) board member of GoProfit.com, Inc. and installed principals of
the Registrant as board members and officers of GoProfit.com, Inc. See
discussion under "Item 5" hereof.
ITEM 5. OTHER EVENTS
On December 7, 1999, certain of the directors of the Registrant were
appointed as Directors and officers of GoProfit.com, Inc., a company which the
Registrant has gained control. Appointed to the board of GoProfit.com, Inc. was
Todd Chisholm. Officers appointed to GoProfit.com, Inc. were David Westfere as
Chief Executive Officer (also a Director and CEO of the Registrant), and Todd
Chisholm as Chief Financial Officer, Secretary and Treasure (Mr. Chisholm is a
director and officer of the Registrant).
Attached hereto is a copy of the press release made by GoProfit.com,
Inc. relative to the above changes.
SIGNATURES
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.
DIAMOND EQUITIES, INC.
Date: December 7, 1999 By: David D. Westfere
David D. Westfere, President
GoProfit.com Announces Board Changes
On December 7, 1999, the majority of the shareholders of GoProfit.com
took action by written consent whereby such shareholders elected John Hoffman
and Todd Chisholm as new directors constituting a board of three directors.
The Board of Directors held a special meeting on December 15, 1999. At
this meeting, the board removed William T. Heywood as an officer of GoProfit.com
and appointed David Westfere as the Chief Executive Officer. Similarly, John
Hoffman was appointed Chief Operating Officer and Todd Chisholm was appointed as
Chief Financial Officer, Secretary, and Treasurer.
To address outstanding legal and contractual obligations, the board
authorized the officers to conduct due diligence as to the affairs of
GoProfit.com. The officers will determine what outstanding obligations are owed
by GoProfit.com, with a view towards resolving any such obligations as soon as
possible. In addition, the officers will take control of the domain name,
GoProfit.com, for the corporation's website.
The board intends to file the SB-2 registration statement with the SEC.
as soon as commercially reasonable. However, until such actions are concluded,
the SB-2 cannot be finalized and filed.
From time to time, GoProfit.com may issue forward-looking statements
which involve risks and uncertainties. This statement may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended.
Actual results could differ and a forward-looking statement should be
considered accordingly.
For more information, contact David Westfere, Chief Executive Officer,
GoProfit.com (602) 462-5900.
