UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 20, 1999
DIAMOND EQUITIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-24138 88-023816
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
216 S. ALMA SCHOOL ROAD
MESA, ARIZONA 85281
(Address of principal executive offices)
Registrant's telephone number, including area code: 602-462-5900
ITEM 2. ACQUISITIONS OF DISPOSITION OF ASSETS.
On April 5, 1999 the registrant entered into a Stock Purchase Agreement
("SPA") with GoProfit.com, Inc. ("GoProfit") and with all the shareholders of
GoProfit, under which the registrant acquired one hundred percent (100%) of the
then-issued and outstanding common stock of GoProfit in exchange for six hundred
(600) shares of the registrant's Class B Convertible Preferred Stock (the
"Preferred Stock"), convertible into 600,000 shares of common stock of the
registrant. The transaction was reported in a Form 8-K of the registrant filed
with the Commission on April 8, 1999. The SPA expressly contemplated the
adoption of a Stock Option Plan that would permit the issuance of substantial
numbers of options on GoProfit common stock to its employees as well as to
consultants, in connection with their services.
On June 11, 1999, the registrant entered into a "Correction Agreement" with
the former shareholders of GoProfit in order to amend and correct the
consideration paid under the SPA. Under the Correction Agreement, effective as
of the date of the SPA, the 600 shares of Preferred Stock were cancelled and
reissued, pro rata to the former shareholders of GoProfit, as 600,000 shares of
the registrant's common stock.
Subsequent to the execution of the Correction Agreement, and with the
agreement of the registrant, the Board of Directors of GoProfit adopted and
implemented the Stock Option Plan of GoProfit by awarding grants of options (i)
to executive officers and directors of GoProfit, (chiefly as a form of
compensation to provide them a substantial equity stake in the enterprise and as
an inducement to enter into long term employment relationships with GoProfit),
and (ii) to Globalvest, Inc., a consultant to GoProfit. Substantial numbers of
the options were exercised and underlying shares issued to certain executive
officers and directors of GoProfit and to Globalvest, Inc. as of September 30,
1999, following the launch of the GoProfit website, a milestone which permitted
the exercise of such options. These issuances resulted in a loss of control of
GoProfit by the registrant.
Due to the issuances of option shares, shares issued to unaffiliated
private investors, and a four-to-one forward stock split of GoProfit common
stock, there are currently 25,795,788 shares of GoProfit common stock
outstanding. The officers and directors of GoProfit, as a group, own 10,755,468
shares of GoProfit common stock. Globalvest owns 2,440,320 shares of GoProfit
common stock. Diamond Equities, the registrant, owns 9,600,000 shares of
GoProfit common stock. Of the 9,600,000 shares owned by the registrant;
1,400,000 are being held aside for the dividend. The remainder of the 25,795,788
shares of GoProfit's common stock are owned by (unaffiliated) private investors.
Following the foregoing transactions, and based upon the corporate records of
GoProfit, the registrant owns 37.3% of the common stock of GoProfit. When and if
Goprofit completes the registration of its common stock with the SEC the
dividend will be issued. After the issuance of the dividend shares the
registrant will own 8,200,000 shares or 31.8% of Goprofit's common stock based
on the current number of shares issued by Goprofit.
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.
DATED: October 20, 1999 Registrant:
Diamond Equities, Inc.
By: /s/ David D. Westfere
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David D. Westfere, President, CEO