8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 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)

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

EX-99

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.