-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uf3V/UWl2F51ActGaZgQFXUK1henD3gP0MSEeFKh4WJQS51A71WrijIupftjTrwx SyUs9C4fzxNXbmfBz3hVfQ== 0000950147-98-000038.txt : 19980121 0000950147-98-000038.hdr.sgml : 19980121 ACCESSION NUMBER: 0000950147-98-000038 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19980120 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND EQUITIES INC CENTRAL INDEX KEY: 0000923150 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 880232816 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: SEC FILE NUMBER: 000-24138 FILM NUMBER: 98509356 BUSINESS ADDRESS: STREET 1: 2010 E UNIVERSITY DR STREET 2: STE 3 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6028298777 FORMER COMPANY: FORMER CONFORMED NAME: UNITED PAYPHONE SERVICES INC DATE OF NAME CHANGE: 19940516 10KSB40/A 1 AMENDMENT TO 10-KSB40 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. ---------------------------------------------- (Name of Small Business Issuer in its Charter) Nevada 88-0232816 ------ ---------- State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization 2010 E. University Drive, Ste. # 3 - Tempe, Arizona 85281 - --------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (602) 921-2760 -------------- (Issuer's Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: None ---- Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $.001 per share --------------------------------------- Class A Warrants ---------------- Class B Warrants ---------------- 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 . ----- 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. TABLE OF CONTENTS
PART I Page No. 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)
2 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.
Exhibit No. Description of Exhibit Page 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
- ------------- * 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 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. - ---------------------- Registrant By: /s/ David D. Westfere --------------------- David D. Westfere, President Date: January 14, 1998 By: /s/ Todd D. Chisholm -------------------- 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 --------------------- David D. Westfere, Director Date: January 14, 1998 By: /s/ Todd D. Chisholm -------------------- Todd D. Chisholm, Director Date: January 14, 1998 17 FORM 10-KSB DIAMOND EQUITIES, INC. (Formerly United Payphone Services, Inc.) EXHIBITS 27 Financial Data Schedule 18 EX-27 2 FDS --
5 1 U.S. DOLLARS 12-MOS JUN-30-1997 JUL-01-1996 JUN-30-1997 1 1,586,983 0 22,192 0 0 1,650,298 20,980 0 2,441,405 454,873 0 0 1,817,591 4,666 164,275 2,441,405 0 0 0 0 265,021 (206,611) 0 (206,611) 50 (206,661) 1,852,761 0 0 1,537,244 .31 .17
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