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.
<PAGE>
                                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>
-------------

*  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.
----------------------
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
<PAGE>
                                   FORM 10-KSB

                             DIAMOND EQUITIES, INC.
                    (Formerly United Payphone Services, Inc.)

                                    EXHIBITS


                           27 Financial Data Schedule
                                       18