UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year June 30, 1999

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the Transition period from: ____________ to: ____________

                         Commission File Number. 0 27138

                             DIAMOND EQUITIES, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

               Nevada                                     88-0232816
    ------------------------------             ---------------------------------
    State or Other Jurisdiction of             (IRS Employer Identification No.)
     Incorporation or Organization

 216 S. Alma School Road, Mesa, Arizona                     85210
----------------------------------------                  ----------
(Address of Principal Executive Offices)                  (Zip Code)

                                 (602) 462-5900
                ------------------------------------------------
                (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, 1999, were $1,368,510.

     The market price of the voting stock held by non-affiliates  (approximately
1,332,417  shares as of September 7, 1998) based upon the average of the bid and
asked  prices  of such  stock  as of  September  7,  1998,  as  reported  on the
Electronic Bulletin Board, was $2.25.

     The  number  of  shares of Common  Stock of the  issuer  outstanding  as of
September 23, 1998, was 7,266,099.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                      Documents incorporated by Reference:

     Incorporated  by reference to this annual report are Forms 8-K filed by the
Registrant on March 3, 1999 and April 20, 1999, respectively, which disclose the
acquisition of a company engaged in the internet commerce industry.
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                                TABLE OF CONTENTS


PART I                                                                  Page No.
                                                                        --------
Item 1.  Description of Business .........................................   3
Item 2.  Description of Property .........................................  10
Item 3.  Legal Proceedings ...............................................  10
Item 4.  Submission of Matters to a Vote of Security Holders .............  11


PART II

Item 5.  Market Price of and Dividends on the Registrant's Common
         Equity and Other Stockholder Matters ............................  11
Item 6.  Management's Discussion and Analysis or Plan of Operation .......  12
Item 7.  Financial Statements ............................................  14
Item 8.  Changes in and Disagreements With Accountants ...................  14

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons ....  14
Item 10. Executive Compensation ..........................................  15
Item 11. Security Ownership of Certain Beneficial Owners and Management...  15
Item 12. Certain Relationships and Related Transactions ..................  16
Item 13. Exhibits List and Reports on Form 8-K ...........................  17

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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     HISTORY. The Company was organized under the laws of the State of Nevada on
July 24, 1987,  under the name of KTA  Corporation.  On September 25, 1989,  the
Company  changed its name to United  Payphone  Services,  Inc. At that time, the
Company was in the business of operating,  servicing and maintaining a system of
privately-owned  public pay telephones in Nevada.  In January,  1990 the Company
expanded its operations into Arizona. In December, 1994, the Company sold all of
its pay telephone location  contracts in Las Vegas,  Nevada, but did not include
the pay telephone  equipment.  All of the Nevada equipment was then relocated to
Arizona where the Company did business under the name "U.S. Payphone,  Inc." The
Company generated  revenues,  after the sale of its Nevada contracts,  from coin
and non-coin calls made from  approximately 865 telephones located and installed
throughout the State of Arizona.

     On November  15,  1996,  the Company  sold  substantially  all of its fixed
assets (the "Asset Sale") to Tru-Tel  Communications,  L.L.C.,  a Nevada limited
liability company ("Tru-Tel").

     The Company  effected the Asset Sale because the directors  determined that
the changing regulatory environment and business prospects would have a negative
effect on the Company's  future  operations.  Under an asset purchase  agreement
(the "Asset Purchase Agreement") for $1,711,250 in cash and a secured promissory
note of $811,250 (the "Tru-Tel Note").  The Tru-Tel Note is payable on a monthly
basis  commencing on February 15, 1997, and bears interest at the rate of 8% per
annum.  The final  payment of all accrued and unpaid  interest  and  outstanding
principal is due on or before January 15, 2002. The Tru-Tel Note is secured by a
lien on all  assets  transferred  in the Asset  Sale and is  further  secured by
personal guarantees of the principals of Tru-Tel.

     The Asset  Purchase  Agreement  prohibited  the Company  from  engaging in,
either directly or indirectly,  in any business which operates public or private
pay phones within the State of Arizona. In addition, the Company may not install
or maintain any phone equipment,  or provide related services,  for any party to
its existing contracts, which were sold to Tru-Tel.

     In early 1997, Tru-Tel defaulted on the Tru-Tel Note and on March 18, 1997,
the Company filed suit. On March 24, 1999,  the parties  settled the suit,  with
Tru-Tel's  promise to pay the Company a total of Four Hundred  Thousand  Dollars
($450,000),  payable  with  a  cash  payment  of One  Hundred  Thousand  Dollars
($100,000)  and the  balance  in  quarterly  installments,  secured  by  another
Promissory Note. (See Item 3, "Legal Proceedings")

     Subsequent to the Asset Sale,  the Company was  essentially a "blank check"
company,  with cash and a promissory note as it's primary  assets.  It has since
acquired businesses in the plastics  manufacturing  industry and in the Internet
industry. These acquisitions and operations are discussed in detail below.

PLASTICS  INDUSTRY  ACQUISTION.  In November,  1997,  the Company  established a
subsidiary,  Precision Plastics Molding, Inc. ("Precision" or the "Subsidiary"),
a Nevada  corporation,  and on June 15, 1998 the Company and Precision purchased
the assets of Premier Plastics Corporation, a Tempe, Arizona private corporation
engaged in the plastic injection  molding business.  Consideration of $80,000 in
cash was paid along with the  assumption  of various  notes and  payables in the
amount of approximately $40,000. In addition, the selling shareholder of Premier
received  300,000 shares of common stock of the  Subsidiary  valued at $0.25 per
share.  Prior to this  acquisition,  the Subsidiary had no assets.  The purchase
price was determined by negotiations between the parties. The cash paid was from
the Registrant's own funds. There was no prior relationship  between Premier and
its sole  shareholder  and the officers and  directors of the  Registrant or its
Subsidiary.

     On July 15, 1998, the Company and Precision closed a transaction  involving
the purchase of substantially  all the assets of Accurate  Thermoplastics,  Inc.
("Accurate") an Arizona  private  corporation  engaged in the plastic  injection
molding business. The assets purchased included equipment, inventories, contract
rights,  customer lists,  know-how,  drawings,  specifications  and intellectual
property.  The sole  shareholder of Accurate,  Roy L.  Thompson,  was engaged to

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serve as a consultant to  Precision.  The business of Accurate will be continued
under  the name  Precision  Plastics,  Inc.  Precision  acquired  the  assets of
Accurate  for  payment  of  Five  Hundred  Sixty  Thousand  Dollars   ($560,000)
consisting  of  cash  and a  promissory  note,  and  in  consideration  for  the
assumption by Precision of certain  liabilities of Accurate.  The purchase price
paid by Precision was determined by negotiations  between the parties.  The cash
paid was from funds paid to Precision by the Registrant for 2,000,000  shares of
Precision's  common stock 68.9% of the  outstanding  common stock of  Precision.
There was and is no other relationship between Accurate and its sole shareholder
and the officers and directors of the Registrant or Precision.

     On July 9, 1999, Accurate filed suit against the Company alleging breach of
contract  by  failure  to  perform  certain  provisions  of the  asset  purchase
agreement, seeking unspecified damages. (See Item 3, "Legal Proceedings")

     CURRENT  PLASTICS  MANUFACTURING  OPERATIONS  AND  BUSINESS.  The  Company,
through,  Precision,  is  actively  engaged in the  plastics  injection  molding
business.  The  operations of Premier have been combined with those of Accurate,
with  both  acquisitions  now  operating  under the name of  Precision  Plastics
Molding,  Inc., and all operations are conducted at the former Accurate facility
at 216 S. Alma School Rd., Mesa, AZ. The following is a brief  discussion of the
business conducted by Precision / the Company.

     BUSINESS.  The business of  Precision is to produce a plastic  product from
the customer's  designs. A customer could either provide their own molds or have
Precision build a mold in its facility.  When a mold is completed Precision then
manufactures as many or as few products as the customers  desire.  Most products
require more than just one molded part.  In most cases  several parts are molded
and then assembled. Precision does not always mold all of the parts for assembly
nor does Precision normally do the assembly.

     PRODUCTS.  Precision  manufactures  many  products  that  are  owned by its
customers.  Precision  does not  presently own the rights to any of the products
that it  produces.  Precision  offers the service of  manufacturing  parts for a
customer's products at the level of quality they demand.

     MARKETING.  Currently,  Precision does not have a marketing or sales force.
The current  customers  were acquired from the  companies  purchased.  Precision
intends to hire personnel to find companies that need plastic parts manufactured
for their own products.

     CUSTOMERS/SUPPLIERS.  Precision  currently makes products for approximately
fifteen (15)  different  customers.  The major  customers  are Ryobi,  Axxes and
Amsafe.  Management estimates that their business makes up at least seventy five
percent (75%) of Precision's  sales.  Precision works with thirty (30) different
suppliers of different products consumed in manufacturing products such as boxes
and plastic  resin.  Precision's  main  suppliers of plastic are Ferro Corp,  GE
Plastics, Polymerland, and Plastics General Polymers.

     SALES.  Precision  has, as of September 1, 1999, a sales  backlog of 2 days
and has the raw  materials to run  production  for these  sales.  The Company no
longer has a tooling department,  and now uses subcontractors for such services.
It has no order backlog.

INTERNET BUSINESS ACQUISITION.  GoProfit.Com, Inc. on April 5, 1999, the Company
entered  into a Stock  Purchase  Agreement  with  GoProfit.Com,  Inc.,  a Nevada
Corporation.  Under the Stock Purchase  Agreement,  the shareholders of GoProfit
acquired six hundred  thousand  (600,000)  shares of voting,  restricted  common
stock of the Company in exchange for approximately ninety eight percent (98%) of
the outstanding common stock of GoProfit, or 2,400,000 shares, based on the then
2,450,000  shares  outstanding,   as  represented  by  GoProfit.  The  Agreement
recognized  that  GoProfit  had  issued  options  to its  employees  and  others
representing  seven  hundred  thirty five  thousand  (735,000)  shares of common
stock. In addition, the GoProfit Board Members had options for 6,000,000 shares.
If all  options  were  exercised,  the percent of  ownership  in GoProfit by the
Company would be significantly reduced to that of a minority shareholder.

     BUSINESS.  GoProfit.com,  Inc. ("GoProfit") was incorporated under the laws
of the State of Nevada on March 3, 1999.  The  Company  was formed to design and
build a world  wide  financial  search  engine  for the  Internet.  Through  the

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licensing  and  repackaging  of  proprietary  technology  from leading  Internet
purveyors of content,  GoProfit.com  desires to gain  instant  user  credibility
while achieving its own branded identity.  At the same time, GoProfit management
is working toward developing  innovative  technologies designed so that GoProfit
becomes a "next-generation" search engine/Internet portal.

     An Internet portal is a  service-oriented  website that offers a wide range
of products  and  services to its users and  customers.  Large  Internet  search
engines such as "Yahoo",  "Excite", and "Lycos" are considered Internet portals.
Essentially,  search engines and portals have become mutually inclusive, in that
all top portal sites have some sort of search engine  application.  Most portals
now  offer  Web  based  e-mail  services  and  e-Commerce  shopping,   as  well.
Categorically speaking, portal sites are the most visited sites on the Internet,
therefore  generating the highest advertising  revenues.  This year, portals are
expected to attract 15 percent of the Web traffic and an  astounding 59 percent,
or $520 million of online advertising dollars,  according to Forrester Research,
a trade publication.

     GoProfit has no operating history or revenues,  must be considered entirely
promotional and is in it's early  development  stages. As GoProfit faces all the
risks inherent in any new business,  including competition,  the absence of both
an  operating  history and  profitability  and the need for  additional  working
capital.  The  likelihood of the success of GoProfit must be considered in light
of the problems and expenses that are frequently  encountered in connection with
the  operation of a new business and the  competitive  environment  in which the
Company will be operating.

     BUSINESS STRATEGY.  GoProfit is setting out to provide world-wide financial
information to the world, in all of the major languages.  GoProfit hopes to help
break down cultural  barriers that exist within the world's  financial  markets.
GoProfit is dedicated to providing the world-wide financial community with equal
access to a wide range of financial information on a timely basis.

     GoProfit intends to make financial exchanges throughout the world seem more
real by providing  market data feeds.  Users  searching the GoProfit  portal Web
site will be able to access delayed quotes for markets  located in the Americas,
Europe, Africa, Asia and the Pacific Rim. GoProfit will be able to will function
as a  clearinghouse  for  delayed  quotes,  enabling  users to track  securities
trading throughout the world.

     Along with an English Language site, GoProfit intends to mirror its site to
accommodate the following  languages:  (i) Chinese,  (ii) French,  (iii) German,
(iv) Japanese,  and (v) Spanish,  Each site's Reuters news and information feeds
would  apply  specifically  to  the  culture  each  mirror  site  services  (see
discussion  below  regarding  Reuters).  All mirror sites are planned to receive
world-wide market quotes in their primary language.  For example, an investor in
Japan would be able to follow United States securities in Japanese;  an investor
in  France  would be able to follow  securities  traded on the Hang Seng in Hong
Kong in French.

     GoProfit intends to provide full quote services for most of the established
stock exchanges in the world.

STRATEGIC PARTNERSHIP AND LICENSING AGREEMENTS.

     GoProfit has entered into  negotiations with Inktomi  Corporation  (NASDAQ:
INKT)  to  create  a  proprietary  financial  search  engine  and a  proprietary
directory  service.  Inktomi is considered  by many  Internet  experts to be the
search engine technology on which to build a proprietary search application. The
GoProfit  creative and  technical  personnel  will work with  Inktomi  technical
support  personnel  to develop a unique  branded  look and feel for the GoProfit
engine's  "Front-End",  using Inktomi Data Protocol, to the Inktomi hosted "Back
End". The Inktomi's "Back End" clusters resolve the query and deliver the search
results to GoProfit's "Front-End" where Internet users interact with the data.

     GoProfit has entered negotiations with Pair Networks,  Inc. (reported to be
the Internet's  largest  privately held company) to provide all of the essential
services  to host the  "Front  End" of the  GoProfit  Web  site.  pair  Networks
maintains world class Web hosting facilities under its exclusive  control.  Pair
Networks, Inc. does not provide Web design, marketing, consulting or other value
added services. Instead, it focuses only on Web hosting.

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     GoProfit has also entered into negotiations with Reuters (NASDAQ: RTRSY) to
provide news service feeds, as well as proprietary  financial  analytical tools.
Reuters  would  provide  GoProfit  with  delayed  quotes  from 23 major  markets
throughout  the world.  Reuter's  proprietary  investment  tools  include  news,
charts,  research,  intraday charting,  price history,  company profiles,  daily
overviews,  options,  option chains,  income statements,  annual balance sheets,
quarterly  balance sheets,  cash flow statements,  analysts'  reports,  earnings
estimates, price/earnings ratios, etc.

     Reuters is reported to be the worlds  largest  news and  television  agency
with 2,035  journalists,  photographers  and  camera  operators  in 169  bureaus
serving 163  countries.  News is gathered and edited for both business and media
clients  in 25  languages.  Approximately  10,000  stories  made  up of 1.5 to 2
million words are published daily. Some 290 subscribers, plus their networks and
affiliates  in 93  countries,  use Reuters  television  news  coverage.  Reuters
provides  news and  information  to over  140  Internet  sites  and  reaches  an
estimated 10.9 million viewers per month,  generating  approximately 100 million
page views via the four major portal sites: Yahoo!, Lycos, Excite and Infoseek.

     GoProfit recognizes the symbiotic  relationship between search keywords and
relevant  news  stories.  The keyword  search  "online  brokers" in French,  for
example,  will not only  return a listing of  broker/dealers  who offer  trading
online,  but also  French-language  Reuters  news  stories that relate to online
trading.  GoProfit's strategic partner,  Market Guide,  provides market data for
over 12,000 United States publicly traded companies.  Market Guide is considered
the most  comprehensive  financial  information  source within the United States
financial industry. GoProfit continuously updates its research and new companies
are  frequently  added to the data base.  GoProfit  intends to  organize  Market
Guide's  financial  information to enable Internet users to search for a company
by ticker symbol or company name, to search for a company based on market sector
or industry classification,  to search for stocks, industries and market sectors
that have had the greatest percentage change in price or to search for companies
meeting a specific  investment criteria determined by an Internet user. GoProfit
has purchased an off-the-shelf  Web-based e-mail package which will be hosted on
pair Networks and administered by GoProfit  programmers.  GoProfit web designers
have customized the look and  functionality  of these programs in order to brand
GoProfit's e-mail service.

     CONTROL OF GO PROFIT. In view of the options to acquire 6,000,000 shares of
common stock of GoProfit held by the independent Board of Directors of GoProfit,
it is very possible the Company will become a minority  shareholder of GoProfit.
This would mean that the Company  would not be in control of GoProfit,  and that
its equity  interest  in  GoProfit  would not have a  significant  impact on the
financial condition of the Company.

                      OPERATIONS OF DIAMOND EQUITIES, INC.

     CORPORATE OPPORTUNITIES.  The Company intends to continue to seek corporate
opportunities which it finds or which are presented to it by third parties.  The
Company's  principal business objective is to seek long-term growth potential in
a business  venture  rather than to seek  immediate,  short-term  earnings.  The
Company  does not  restrict  its search to any  specific  business,  industry or
geographical location.

     The Company is presently  able to  participate  only in a limited number of
business  ventures,  due primarily to the  Company's  limited  capital.  Lack of
additional  diversification is a risk in investing in the Company because it may
limit the  ability of the  Company to offset  potential  losses from one venture
against  gains from  another and will expose the Company to the  cyclically  and
other risks of any business in which it invests.

     The Company  has been  seeking and  engaging in business  opportunities  in
firms which have recently commenced  operations,  or are developing companies in
need of  additional  funds for  expansion  into new products or markets,  or are
seeking to develop a new product or service, or are established businesses which
may be  experiencing  financial  or  operating  difficulties  and are in need of
additional  capital. In some instances,  a business  opportunity may involve the

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acquisition  of, or merger with a  corporation  which does not need  substantial
additional  cash but which  desires to be part of a company with an  established
public trading market for its common stock.  The Company may purchase assets and
establish  wholly-  or  majority-owned  subsidiaries  in various  businesses  or
purchase existing businesses as subsidiaries.

     The Company  anticipates  that the selection of a business  opportunity  in
which to participate may be complex,  such as that of its recent  acquisition of
GoProfit.com,  Inc.  However,  because of  general  economic  conditions,  rapid
technological advances being made in some industries, and shortages of available
capital,  the Company  believes that there are other companies  seeking even the
limited  additional  capital  which the  Company  has and/or the  benefits  of a
publicly-traded   corporation.  The  perceived  benefits  of  a  publicly-traded
corporation may include  facilitating or improving the terms on which additional
equity  financing may be sought,  providing  liquidity  for the  principals of a
business,  creating a means for  providing  incentive  stock  options or similar
benefits to key  employees,  providing  liquidity  (subject to  restrictions  of
applicable  statutes) for all  shareholders,  estate planning and other factors.
Business  opportunities  may occur in many  different  industries and at various
stages  of  development,   all  of  which  can  make  the  task  of  comparative
investigation and analysis of such business  opportunities  extremely  difficult
and complex.

     The  Company  has  limited  capital  with  which to  provide  the owners of
business  opportunities with any substantial cash. However, the Company plans to
offer owners of business  opportunities  the  possibility  of  acquiring  equity
interests in a public company at substantially  less cost than is required,  for
example,  to conduct  an initial  public  offering.  The owners of the  business
opportunities  could,  however,  incur  significant  post-merger  or acquisition
registration  costs if they wish to  register  a  portion  of their  shares  for
subsequent  sale. The Company will also incur  significant  legal and accounting
costs in connection with the acquisition of a business opportunity including the
costs of preparing registration  statements and related reports and documents if
required, Forms 8-K, acquisition and other agreements.

     In connection with the acquisition of or merger with another business,  the
Company may use a portion of its working capital to make  short-term  (less than
one year) loans to a target  business.  The Company  will attempt to assure that
the borrower  will have the ability to repay the loan within its stated term and
that the loan is either fully secured or personally guaranteed, but there can be
no  assurance in this regard.  The Company may make  unsecured  loans as well as
secured  loans and, in either event,  could lose its entire  principal in such a
loan.

     Decisions  regarding future  acquisitions will be made by management of the
Company, which will in all probability act without the consent, vote or approval
of the Company's  shareholders.  The Company  presently has no other agreements,
understandings  or  arrangements  to  acquire  or  participate  in any  specific
business opportunity.

     EVALUATION OF OPPORTUNITIES.  Analyses of new business acquisitions will be
undertaken  by or under the  supervision  of the officers  and  directors of the
Company,  none  of  whom  is  a  professional  business  analyst.  In  analyzing
prospective  business  opportunities,  management  considers such matters as the
available technical,  financial,  and managerial resources;  working capital and
other financial  requirements;  history of operation,  if any; prospects for the
future; nature of present and expected  competition;  the quality and experience
of management  services which may be available and the depth of such management;
the potential for further research,  development, or exploration;  specific risk
factors  not now  foreseeable  but which then may be  anticipated  to impact the
proposed activities of the Company;  the potential for growth or expansion;  the
potential  for  profit;  the  perceived  public  recognition  or  acceptance  of
products, services, or trades; name identification;  and other relevant factors.
Officers and directors of the Company will meet  personally  with management and
key  personnel  of the target  business as part of their  investigation.  To the
extent  possible,  the Company  intends to utilize  written reports and personal
investigation  to evaluate the above  factors.  The Company may allocate a minor
portion of its working capital for the retention of outside consultants,  if the
Board deems it necessary, to aid in the analysis of a business opportunity.

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     Since the Company is subject to Section 13 of the Exchange  Act, it will be
required  to  furnish  certain   information  about  significant   acquisitions,
including audited  financial  statements for the company(s)  acquired,  covering
one, two or three years  depending  upon the relative  size of the  acquisition.
Consequently, acquisition prospects that do not have or are unable to obtain the
required  audited  statements may not be appropriate  for acquisition so long as
the reporting requirements of the Exchange Act are applicable.

     Any venture in which the Company participates  presents certain risks. Many
of these  risks  cannot  be  adequately  identified  prior to  selection  of the
specific opportunity,  and the Company must, therefore, depend on the ability of
management to identify and evaluate such risks. Certain opportunities  available
to the  Company  may have been  unable to  develop a going  concern or may be in
development  stage in that they have not  generated  significant  revenues  from
their principal  business  activities prior to the Company's  participation.  In
such cases,  the combined  enterprises  may not become going concerns or advance
beyond  the  development  stage even after the  Company's  participation  in the
activity and the related  expenditure  of the  Company's  findings.  Many of the
opportunities  may  involve  new and  untested  products,  processes,  or market
strategies which may not succeed.  Further,  market and industry  conditions are
subject to change.  Such risks have been and will be assumed by the Company and,
therefore, its shareholders.

     The Company does not restrict its search to any specific kind of firms, but
may acquire a venture  which is in any stage of its corporate  life,  including,
but not limited to,  companies  in the  development  stage and those  already in
operation.  It is  impossible  to predict at this time the status or maturity of
any business in which the Company may further become engaged through acquisition
or otherwise.  The results of the Company's past  acquisitions  are reflected in
the  Company's  combined  financial  statements  and in  Item  6,  "Management's
Discussion and Analysis or Plan of Operation).

     FUTURE ACQUISITIONS.  In acquiring a particular  business,  the Company may
become  party to a merger,  consolidation,  reorganization,  joint  venture,  or
licensing agreement with another corporation or entity. It may also purchase the
stock or assets of an existing  business.  On the consummation of a transaction,
it is possible that the present  management and shareholders of the Company will
not  be in  control  of the  Company.  In  addition,  a  majority  or all of the
Company's  directors may, as part of the terms of the  acquisition  transaction,
resign  and be  replaced  by new  directors  without  a  vote  of the  Company's
shareholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  times  thereafter.  The  issuance of  substantial
additional securities and their potential sale into any trading market which may
develop in the Company's  Common Stock may adversely  affect the market for such
securities.

     While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it is expected that the parties to the business transaction
will find it  desirable  to avoid the  creation  of a taxable  event and thereby
structure  the  acquisition  in  a  "tax  free"  reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code of 1954, as amended (the "Code").
In order to obtain tax free  treatment  under the Code,  it may be necessary for
the owners of the  acquired  business to own 80% or more of all classes of stock
of the surviving entity.  In such event, the shareholders of the Company,  would
retain  less than 20% of the  issued  and  outstanding  shares of the  surviving
entity,  which could result in significant  dilution in the percent ownership of
such shareholders.

     As part of the  Company's  investigation,  officers  and  directors  of the
Company may meet with  management  and key  personnel of a target  company,  may
visit and inspect  facilities,  obtain  independent  analysis or verification of
certain information provided by such Company, check references of management and
key personnel,  and take other reasonable  investigative measures, to the extent
that the Company's limited financial resources and management expertise allow.

                                        8
<PAGE>
     The manner in which the Company  participates in an opportunity will depend
on the  nature of the  opportunity,  the  respective  needs and  desires  of the
Company  and other  parties,  the  management  of the  target  company,  and the
relative negotiating strength of the Company and such other management.

     With  respect to any  mergers or  acquisitions,  negotiations  with  target
company  management  will be expected to focus on the  percentage of the Company
which  target  company   shareholders   would  acquire  in  exchange  for  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities, the Company's shareholders will, in all
likelihood, hold a lesser percentage ownership interest in the Company following
any  merger  or  acquisition.   Such  dilution  of  ownership  interest  may  be
significant in the event the Company  acquires a target company with substantial
assets.  Any merger or  acquisition  effected  by the Company can be expected to
have a  significant  dilutive  effect on the  percentage  of shares  held by the
Company's   shareholders,   including  those  shareholders  who  continue  their
investment.

     It is probable that the Company will not have sufficient working capital to
undertake any  significant  development,  marketing,  or  manufacturing  for any
company which may be acquired.  Accordingly,  following the  acquisition  of any
such  company,  the Company may be  required to either seek  additional  debt or
equity financing or obtain funding from third parties, in exchange for which the
Company may be required to give up a substantial  portion of its interest in the
acquired  company.  There can be no  assurance  that the Company will be able to
obtain  additional  financing or to interest third parties in providing  funding
for the further development of any companies acquired.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
specific  representations  and  warranties by all of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such closing,
will outline the manner of bearing costs if the transaction is not closed,  will
set  forth  remedies  on  default,  and will  include  other  terms  typical  in
transactions of such nature.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting, and execution of relevant agreements, disclosure
documents,  and other instruments will require  substantial  management time and
attention and substantial costs for accountants,  attorneys,  and others,.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs  incurred  in  the  related   investigation   would  not  be  recoverable.
Furthermore, even if an agreement is reached for the participation in a specific
business  opportunity,  the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.

     As is  customary  in the  industry,  the Company may pay a finder's fee for
locating  a merger or  acquisition  candidate  and for  location  of  additional
financing.  If any such fee is paid, it will be approved by the Company's  board
of directors and will be in accordance with industry standards. This type of fee
would not be paid to any employee, officer, director or a 5% or more shareholder
of the Company.

     FORWARD-LOOKING STATEMENTS. This report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities  Exchange Act of 1934, as amended,  and is subject
to the safe harbors  created  thereby.  Actual  results could differ  materially
because of the following  uncertain  factors:  the inability to make  additional
acquisitions;  the  probability  of losses due to its new line of business;  the
continued employment of key management; a change in control of the Company.

     COMPETITION. In terms of making other acquisitions,  the Company is a minor
participant  among  the  firms  which  engage  in the  acquisition  of  business
opportunities. There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources and technical
expertise  than  the  Company.  In  view  of  the  Company's  limited  financial
resources,  the  Company  will  continue  to  be  at a  significant  competitive
disadvantage   compared  to  the  Company's   competitors  in  making  desirable

                                        9
<PAGE>
acquisitions.  Also, the Company may be competing with other small,  blind-pool,
public companies located in the Southwest and elsewhere.

     REGULATION. The Company might, in certain circumstances, be deemed to be an
investment  company  under the  provisions  of Section  3(a)(3) of the 1940 Act,
which could have substantial adverse impact on its operations.  This could occur
if a significant  proportion of its working  capital were invested in short-term
debt  instruments  for longer  than a one-year  period  and the  Company  had no
significant  operations.  The Company  has,  and intends to take all  reasonable
steps to avoid such classification in the future.

     Mergers or  acquisitions  of the Company are structured in such a manner as
to  minimize  federal and state tax  consequences  to the Company and the target
company.  Management of the Company also reviews any mergers or  acquisitions in
an effort to minimize the  possibility  that any merger or  acquisition  will be
classified as a taxable event by the Internal Revenue Service.

     EMPLOYEES.  The Company  presently  has two (2)  employees,  all engaged in
management and administrative  functions. The Company also engages, from time to
time,  services of outside consultants to assist it in evaluation of prospective
target  companies.  The  Company  may  allocate a minor  portion of its  working
capital for part-time secretarial services required by the Company.

     The Company's subsidiary,  Precision,  has ten (10) non-union employees and
six  (6)  machinists.  One  (1) is a  shift  supervisor,  one  (1) is a  quality
assurance  inspectors,  one (1) handles  shipping and receiving,  and one (1) is
engaged in office and clerical duties.

     The Company's other subsidiary,  GoProfit.com,  Inc. presently has four (4)
employees,  including its management personnel. It anticipates hiring additional
employees when capital is available.

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company presently operates in the offices of its subsidiary, Precision,
which leases  15,000  square feet of space at 216 South Alma School Road,  Mesa,
Arizona  85210,  of which 13,000 square feet are used for  production  and 2,000
square feet for offices. The space is rented at $6,750 per month.

     The offices of  GoProfit.com,  Inc., the Company's  other  subsidiary,  are
located at 10490 Wilshire Blvd,  Suite 1605,  Las Angeles,  CA, 90024.  GoProfit
pays  $2,250 per month  rental and has made a $4,500  lease  deposit.  The lease
expires March 31, 2001.

ITEM 3. LEGAL PROCEEDINGS.

     Neither the Company nor any of its  subsidiaries is a party to any material
pending legal  proceedings  or government  actions  (except as set forth below),
including any material bankruptcy,  receivership, or similar proceedings. Except
as set forth  below,  management  of the Company does not believe that there are
any material  proceedings to which any officer or affiliate of the Company,  any
owner of  record of  beneficially  of more  than 5% of the  Common  Stock of the
Company,  or any  associate  of any such  director,  officer,  affiliate  of the
Company,  or security holder is a party adverse to the Company or has a material
interest adverse to the Company.

     On November 6, 1996, a true bill was returned by a Grand Jury in the United
States District Court in Nevada against certain former directors and officers of
the  Company  and  other  non-affiliated   individuals,   who  were  accused  of
racketeering,  RICO  violations,  securities  fraud and wire  fraud.  All of the
charges  against  the  former  directors  and  officers  arose  out  of  alleged
activities the individuals  undertook while serving as directors and officers of
the  Company.  The Company is not a party of and was not named as a defendant in
the indictments.  However,  because the indictments relate to activities alleged
to have been  perpetrated  by then officers and directors of the Company,  there
can be no assurance  that the  indictments  ultimately  will not have a material
adverse effect on the Company.

     The persons named in the  indictments as disclosed in prior 10-KSB filings,
are no longer officers, directors or control persons of the Company.

                                       10
<PAGE>
     The  government  informed  the Company on August 21, 1996 that Mr. and Mrs.
Westfere,   the   Company's   then   current   Chief   Executive   Officer   and
Secretary/Treasurer,  were  neither  subjects  or  targets  of  the  grand  jury
investigation,  and the  government  did not  contact  any  other  then  current
officers or employees  concerning  the  investigation.  The government has never
informed  the  Company  as to the  relief,  if any,  to be sought.  The  Company
complied  with  the  subpoena  DUCES  TECUM  (to  produce  Company  records  and
documents) it received and cooperated with the government's  investigation.  The
Company is presently  unable to assess the potential  liability,  if any, to the
Company  as  a  result  of  activities  which  are  the  subject  of  the  above
investigation.  There has been no final resolution of this matter as of the date
of this filing.

     BREACH  OF  CONTRACT  LITIGATION.  In  connection  with  the  sale  of  its
pay-telephone  operations,  the  Company  received  a  promissory  note  in  the
principal  sum of  $811,250.  Monthly  payments  of  $14,000 on the note were to
commence on February 15, 1997.  No payments on the note have been  received.  In
March,  1999,  a  complaint  for  breach of  contract  was filed with the Eighth
Judicial  District Court of Clark County,  Nevada.  The complaint  alleges of an
anticipatory breach by the defendant, Tru-Tel Communications, LLC, issuer of the
promissory note. The complaint also names as party defendants, the principals of
Tru-Tel  Communications,  LLC and Finova  Capital  Corporation  (provider of the
financing used to purchase the assets.)

     The lawsuit was settled  pursuant to a Settlement and Release  Agreement on
or about March 23,  1999,  filed with the Court,  wherein  Tru-Tel and the other
named  defendants  (Finova  was  dismissed)  agreed  to pay Four  Hundred  Fifty
Thousand  Dollars  ($450,000),  of which One Hundred Thousand was paid in April,
1999, and the balance is payable  quarterly in payments of  $21,874.98.  Tru-Tel
has since  filed for  bankruptcy,  and it may be likely that the Company may not
receive the full payment settled upon.

     INVESTIGATION OF SHAREHOLDER.  The State of Florida's Department of Banking
and Finance is currently reviewing the ownership of securities of the Company by
Derby Holdings Group,  Ltd. (See Items 5 and 11). The review is confidential and
is not  construed as an  indication of a violation on the part of the Company or
any other person or entity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was  submitted  during the fiscal year ended June 30, 1998,  to a
vote of the Company's security holders.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The  Company's  Common  Stock is currently  traded in the  over-the-counter
market  and is quoted by the  National  Quotation  Bureau  as a  non-NASDAQ  OTC
security.  According to information  provided to the Company,  during the fiscal
year ended June 30, 1999,  21,455,700  shares of the Company's Common Stock were
traded on the Bulletin Board.  Nonetheless,  the Company therefore believes that
there is no well  established  public  trading  market for the Company's  Common
Stock.  The Company also  believes  that there are only five market makers which
currently make a market in the Company's Common Stock.  These quotations reflect
inter-dealer  reported  bid  prices,  and may or may not  necessarily  represent
actual transactions.

                                           Quarter         High          Low
                                           -------        ------       -------
     FISCAL YEAR ENDED                      First        $ .1875       $0.50
       JUNE 30, 1998                       Second        $  0.16       $0.0625
                                            Third        $  0.08       $0.0325
                                           Fourth        $  0.51       $0.0325

     FISCAL YEAR ENDED                      First        $  0.55       $0.045
       JUNE 30, 1999                       Second        $  0.22       $ 0.06
                                            Third        $  1.50       $ 0.07
                                           Fourth        $6.03125      $ 0.75

                                       11
<PAGE>
     As of September 30, 1999, there were approximately 702 holders of record of
the Company's Common Stock as reported to the Company by its transfer agent.

     No cash  dividends  have  been  declared  or paid to date on the  Company's
Common Stock.

RELATED STOCKHOLDER MATTERS.

     The  Registrant  previously  had 727 shares of Series A 6% Preferred  Stock
outstanding,  with $194,023 in accrued but unpaid dividends. On October 28, 1997
the Registrant  entered into an agreement with Dingaan Holdings,  S.A., the sole
shareholders  of the Series A Preferred  Stock, to exchange these shares and the
accrued  dividends for 18,000 shares of new Series B Preferred Stock. The Series
B Preferred Stock carries no dividend and is convertible to 18,000,000 shares of
common stock of the Registrant.

     The  following  is a summary of  securities  transactions  which took place
during 1999, involving the Company and certain of the above shareholders,  which
may be considered affiliates.

     Of the eighteen thousand (18,000) shares of Series B convertible  preferred
stock  held  by  Dingaan  Holdings,  SA  ("Dingaan"),   an  affiliate.   Dingaan
transferred  two thousand seven hundred  (2,700) shares to Derby Holdings Group,
Limited  ("Derby").   Subsequently,  Derby  advised  the  Company  that  it  was
authorized  by Dingaan  Holdings,  S.A.  ("Dingaan")  to  convert  shares of the
Company's  Class B  Preferred  Stock  held by  Dingaan  to  common  stock of the
Company, the certificates for which to be issued to Derby.

     From March 9, 1999 to July 12, 1999, such transactions were made, and Derby
was issued a total of Two Million Seven Hundred Thousand  (2,700,000)  shares of
the Company's common stock.

     The  Company  issued  one  hundred  (100)  shares of  Series B  Convertible
Preferred   Stock  to  Hanes   Development,   Ltd.,  a  British  Virgin  Islands
corporation, in connection with the Company's acquisition of GoProfit.Com,  Inc.
The Company  also issued six hundred  thousand  (600,000)  shares of  restricted
common  stock to  principals  of  GoProfit.Com,  Inc.,  in  connection  with the
GoProfit.Com, Inc. acquisition.

     On March 9, 1999,  the Company  sold in a private  transaction,  fifty (50)
shares of its Class A 6%  Preferred  Stock to Derby  Holdings  Groups,  Limited,
("Derby"),  at a price  of One  Thousand  Dollars,  ($1,000)  each,  for a total
purchase price of $50,000. Also, on June 11, 1999 the Company sold an additional
200 shares of its Class A 6% Preferred Stock, at a price of One Thousand Dollars
($1,000) per share,  for a total purchase price of Two Hundred  Thousand Dollars
($200,000).

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 1999 AND 1998.

     On November  15, 1996,  the Company sold its payphone  base and all related
equipment, contracts,  automobiles and nearly all furniture &fixtures to Tru-Tel
Communications, L.L.C. for $1,711,250 in cash and a note receivable of $811,250.
The Company  assigned the office and warehouse  lease to the buyer and moved its
operations to another  location in Tempe,  Arizona.  Since  November,  1996, the
Company has been winding down operations  relative to the payphone  business and
has been involved in searching for new business  ventures  through June 15, 1998
when it acquired Premier Plastics,  Inc. a plastic injection molding business in
Tempe,  Arizona.  In July 1998 the Company acquired the assets and operations of
Accurate  Thermoplastics,  Inc., a plastics  injection  molding company in Mesa,
Arizona.  In  April  1999,  the  Company  acquired  all of the  common  stock of
GoProfit.com,  Inc., a development stage company in the process of developing an
internet  web site and  financial  search  engine.  Because the Company had only
minimal  operations in the plastics industry in fiscal year 1998, the results of
operations  will  differ  from that of fiscal  year  1999,  which  includes  the
operating  activity of both plastics  companies for a full year and GoProfit.com
expenses from April through June 1999.

                                       12
<PAGE>
     The Company had a net loss of  ($626,210) in the fiscal year ended June 30,
1999 as compared to a net loss of  ($769,923)  in the fiscal year ended June 30,
1998.  The difference in net loss in the year ended June 30, 1999 versus 1998 is
largely due to the change in operations to the plastics  industry.  The net loss
from continuing operations for the fiscal year 1999 was ($751,422),  as compared
to ($739,624) for the fiscal 1998.  Though the difference  isn't  significant in
the aggregate, there were material changes in operating activities. Diamond, the
parent company,  has losses of ($296,751),  a $40,000 improvement from last year
when eliminating the $400,000 bad debt on the Tru-Tel note.  Precision  Plastics
had losses of ($240,340) in 1999 verses a slight loss in 1998 from the two weeks
of operations.  GoProfit had losses from operations in the amount of ($214,331),
for the three months of operations included in the consolidated company.

     Interest income  decreased to $35,919 in fiscal 1999 as compared to $53,179
in the fiscal year ended June 30, 1998,  due to diminishing  cash balances.  The
Plastics operations  generated revenues of $1,367,610 during 1999 as compared to
0 for fiscal 1998.

     The Company's  selling,  general and  administrative  expenses increased by
255% to $904,706 for the fiscal year 1999 as compared to $355,100 for the fiscal
year ended June 30,  1998.  The increase is due to the change of  operations  to
three  independent  companies  versus one in 1998.  General  and  administrative
expenses  for  fiscal  1999  are  broken  down  as  follows:   Diamond  Equities
($291,924),  Precision Plastics ($490,641),  and GoProfit.com ($122,141),  for a
total of ($904,706).

     The Company's future result of operations may be materially affected due to
the recent acquisition into the internet industry.  The plastics operations will
continue at operate at approximately  the same level in fiscal 2000. The Company
anticipates that in the fiscal year ending June 30, 2000, that the operations in
the plastics industry will be expanded with additional acquisitions and growth.

     THE FOREGOING IS A FORWARD-LOOKING  STATEMENT WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES  EXCHANGE ACT OF 1933, AS AMENDED,  AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,  AND IS SUBJECT TO THE SAFE HARBORS
CREATED THEREBY. ACTUAL RESULTS COULD DIFFER MATERIALLY BECAUSE OF THE FOLLOWING
FACTORS:  LOSSES DUE TO AN  UNPROFITABLE  NEW LINE OF  BUSINESS;  THE  CONTINUED
EMPLOYMENT  OF KEY  MANAGEMENT;  A CHANGE IN CONTROL OF THE  COMPANY  DUE TO THE
CONVERSION BY DINGAAN  HOLDINGS,  S.A. OF ITS SERIES B PREFERRED  STOCK OR OTHER
EVENTS.

     LIQUIDITY AND CAPITAL  RESOURCES.  The Company  requires capital to support
its new operations and general and administrative expenses of the Company in its
search for viable acquisitions.

     The Company  requires capital to support the injection  molding  operations
and general and  administrative  expenses of the parent company,  as it searches
for viable acquisitions, and overseas the investments in its subsidiaries.

     At June 30,  1999,  the Company had cash and cash  equivalents  of $210,035
compared  to cash and cash  equivalents  of  $600,231  at June  30,  1998.  This
decrease of $390,196  resulted  from the  purchases of property and equipment in
the amount of $371,294,  the purchase of  investments  and notes  receivable  of
$656,000 and the use of cash in operations of $525,900.  The Company  cashed the
CD which increased the cash position $500,000.  The Company also raised $350,000
from the issuance of it's Series A, 6% cumulative preferred stock.

     The funding sources  currently  available to the Company include  potential
public or private  offerings and additional  issuances of the Series A preferred
stock to private  investors.  The Company has current plans to raise  additional
funds in its subsidiary  Precision  Plastics  through private  placements of its
common  stock or  preferred  stock to assist  with the capital  requirements  of
additional  acquisitions  and to  consolidate  debt.  There are however no third
party  financing  arrangements in place at this time.  Therefore,  the Company's
sole source of operating capital for the foreseeable future is likely to be from
current cash reserves and collection on the notes receivable.

                                       13
<PAGE>
     Principal  uses of working  capital will include  payment of the  Company's
general and administrative expenses and the payment of notes associated with the
purchase  of assets by  Precision.  There is  currently  no  requirement  to pay
accrued and unpaid dividends on its previously outstanding shares of Series S 6%
Preferred  Stock and no dividends  are payable on its Series B Preferred  Stock.
The Company has accrued dividends to the new Series A Preferred  shareholders in
the amount of $2,751, which were paid subsequent to the year end.

     The Company  believes  that its existing  cash  balances and net cash flows
from  operations  (if  any)  will be  sufficient  to  meet  the  Company's  cash
requirements  for the next 12 months.  However,  the foregoing and the Company's
ability to operate profitably are subject to material uncertainties.  See Item 6
"Results of Operations for the Fiscal Years Ended June 30, 1999 and 1998".

ITEM 7. FINANCIAL STATEMENTS.

     The following  financial  statements are attached  hereto and  incorporated
herein:

            Heading                                                         Page
            -------                                                         ----
Independent Auditor's Report                                                F-1

Predecessor Independent Auditor Report                                      F-2

Balance Sheets for the Years Ended
June 30, 1998 and 1997                                                      F-3

Statements of Operations for the Years Ended
June 30, 1998 and 1997                                                      F-4

Statements of Stockholder's Equity for the years ended
June 30, 1998, 1997 and 1996                                                F-5

Statements of Cash Flows for the years ended
June 30, 1998, 1997 and 1996                                                F-6

Notes to Financial Statements                                               F-8

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     As  reported  on  Form  8-K  dated  July  17,  1998,  the  Company  changed
accountants, without any disagreement or adverse opinion or disclaimer.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

GENERAL.

     The following  information  is provided for each of the executive  officers
and directors of the Company:

     DAVID WESTFERE, 33, has been a Director,  President and Chief Executive and
Operating Officer of the Company since April 6, 1995, and was General Manager of
Operations  from  January  1991 to April  1995.  He also  acts as  president  of
Precision  Plastics,  Inc., a subsidiary of the Company.  Mr. Westfere presently
works part time for the Company,  and is also presently the  owner-operator of a
towing service company. From 1988 until 1990 he was the route supervisor for the
Company's  pay telephone  operation in  Bakersfield,  California,  and from 1990
until 1991 he was the route supervisor of the Company's pay telephone  operation
in Phoenix,  Arizona. From September 1984 to June 1987 Mr. Westfere attended the
University of Akron.

     TODD D.  CHISHOLM,  37, has been a Director of the  Company  since June 27,
1995. From June 1990 until September 1992 he was employed as a staff  accountant
by Orton & Company, Certified Public Accountants,  and from September 1992 until
June 1994 he was employed as audit  manager by Jones,  Jensen,  Orton & Company,

                                       14
<PAGE>
Certified  Public  Accountants.  Since June 1994 he has been  self-employed as a
certified   public   accountant.   Since   April  1995  he  has  also  been  the
vice-president  and chief financial  officer of The Solarium,  Inc., a privately
held travel and tanning center.  Mr. Chisholm received a bachelor of arts degree
in  business  from the  University  of  Utah.  He has  been a  certified  public
accountant since 1992.

     The   Registrant    also   employs   Mr.   Chisholm   as   it's   CFO   and
Secretary/Treasurer.   Mr.  Chisholm,   performs  accounting  services  for  the
Registrant for which he is paid a flat fee of $920 per month for compilation and
payroll  services  and is paid an  hourly  fee for any  additional  work.  It is
believed  that  the  terms  of the  arrangement  between  Mr.  Chisholm  and the
Registrant  are at least as  favorable  as terms that could be  obtained  with a
non-affiliated party.

ITEM 10. EXECUTIVE COMPENSATION.

The following table set forth the aggregate executive  compensation earned by or
paid to current  management  of the  Company  for the fiscal year ended June 30,
1999, 1998 and 1997.

                                           Annual Compensation
                                           -------------------    Other Annual
Name and Principal Positions       Year     Salary      Bonus     Compensation
----------------------------       ----     ------      -----     ------------
David Westfere, President (1)      1999     $38,400    $10,000   $   19,994
                                   1998     $36,800    $ 0.00    $   51,787 (2)
                                   1997     $36,800    $ 0.00    $42,429.81 (3)

Todd D. Chisholm                   1999     $ 0.00    $10,000    $    0.00
                                   1998     $ 0.00    $  0.00    $    0.00
                                   1997     $ 0.00    $  0.00    $    0.00

     (1) The  Company did not pay any  long-term  compensation  to Mr.  Westfere
during the above periods.

     (2) During the fiscal  year 1999,  the  Company  paid (i) health  insurance
premiums  of  approximately  $6,000 and (ii),  $33,000 to C&N,  Inc.,  a company
controlled by Mr.  Westfere,  for management  services.  See "Item 12 -- Certain
Relationships and Related Transactions.

     (3) The Company paid health  insurance  premiums of $5,920 for Mr. Westfere
and his family  during the fiscal year 1998.  The  Company  also paid a total of
$36,000 to C&N,  Inc., a company  controlled  by Mr.  Westfere,  for  management
services during such period.

     (4) During the fiscal year 1997, the Company paid health insurance premiums
for Mr.  Westfere  and his  family of  $6,429.91  and  $36,000 to C&N,  Inc.,  a
corporation controlled by Mr. Westfere.

     No  executive  officer  of  the  Company  received  compensation  exceeding
$100,000 for the fiscal years ended June 1999, 1998, 1997.

     COMPENSATION  OF  DIRECTORS.  Directors are permitted to receive fixed fees
and other  compensation  for their  services as directors,  as determined by the
Board of Directors.  No such fees were paid to the  Company's  directors for the
fiscal year 1998.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following  table sets forth certain  information  concerning the Common
Stock  ownership  as of June 30,  1998,  of (i) each  person who is known to the
Company to be the  beneficial  owner of more than five percent of the  Company's
Common  Stock;  (ii)  all  directors;  (iii)  each  of the  Company's  executive
officers; and (iv) directors and executive officers of the Company as a group:

                                       15
<PAGE>
       Name and Address of                                 Amount and Nature of
        Beneficial Owner                                    Beneficial Ownership
        ----------------                                    --------------------
       Oak Holdings, Inc.                                       2,500,000 (1)
         Apartado 63685
   Panama, Republic of Panama

           Cede & Co.                                           3,433,162 (2)
          P.O. Box 222
     Bowling Green Station
    New York, New York 10274

        Todd D. Chisholm                                           15,000
        50 West Broadway
           Suite 1130
   Salt Lake City, Utah 84101

         David Westfere                                              -0-
       105 E. Ellis Drive
        Tempe, AZ 85282

Directors and Executive Officers                                   15,000
     as a Group (2 persons)

     (1) These  shares  are held and of record by Oak  Holdings,  Inc.,  Grafton
Holdings, S.A. ("Grafton") has indicated that it has direct beneficial ownership
of such  shares.  However,  the  Company  believes  that  Grafton  has  indirect
ownership of such shares as the sole corporate  director of Oak Holdings,  Inc..
As the sole corporate director of Oak Holdings, Inc., Grafton has represented to
the Company that it is responsible for the management of Oak Holdings,  Inc. Mr.
Baily has indicated to the Company that he has indirect beneficial  ownership of
such shares by virtue of being a controlling  shareholder of Oak Holdings,  Inc.
with Pedro Coronado.

     (2) Represents  shares held for the benefit of individual  shareholders  in
the  "street  name" of Cede & Co.,  an  entity  which  exists  to  perform  that
function.

     The above table and  footnotes  reflects  the  removal of certain  entities
which no longer own 5% or more of the outstanding Common Stock.

     As of September  24, 1999,  the Company had  outstanding  15,300  shares of
Series B Preferred  Stock,  all of which  shares were owned of record by Dingaan
Holdings, S.A.. and 100 shares held by Hanes Development, Ltd.

     There are no arrangements known to the Company,  the operation of which may
at a subsequent date result in a change of control of the Company.  However,  if
at any time  Dingaan  should  elect to convert  its shares of Series B Preferred
Stock into shares of Common  Stock,  control of the Company would change to that
entity upon such conversion.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Mr. Chisholm,  a director of the Company,  performs accounting services for
the Company. He is paid a flat fee of $920 per month for compilation and payroll
services and is paid an hourly fee for any additional  work. It is believed that
the terms of the  arrangement  are at least as favorable as the terms that could
be obtained with a non-affiliated party.

                                       16
<PAGE>
     CERTAIN  TRANSACTIONS.  On May 1, 1999,  the  Company  loaned  two  hundred
thousand  dollars  ($200,000)  to C&N,  Inc.,  a  company  controlled  by  David
Westfere.  As consideration for making the loan, C&N, Inc gave up it's rights to
payments from the Company to C&N, Inc for it's management services. The loan was
fully  repaid  to the  Company  on July 15,  1999.  The  Company  has no  equity
ownership either in C&N, Inc. or in affiliates of C&N, Inc.

ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K.

     (a) The following  exhibits are furnished with this Report pursuant to Item
601 of Regulation SB-2.

Exhibit No.                  Description of Exhibit                     Page
-----------                  ----------------------                     ----
   3 (i)         Articles of Incorporation as amended                     *

   3 (ii)        Bylaws 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                      ***

   3 (v)         Articles of Incorporation - Precision Plastics
                 Molding, Inc.                                           *3

   3 (vi)        Bylaws - Precision Plastics Molding, Inc.               *3

   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 Michael Swan                            *2

   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)                     ******

   10.8          Asset Purchase Agreement between the Company,
                 Precision and Premier Plastics Corp, dated
                 June 15, 1998.                                          *3

   10.9          Asset Purchase Agreement between the Company,
                 Precision and Accurate Thermoplastics, Inc.,
                 dated July 15, 1998                                     *3

                                       17
<PAGE>
   10.10         Preferred Stock Exchange Agreement  Dingaan/DEI         *3

   10.11         Stock Purchase Agreement - GoProfit.Com, Inc.          E-1

   10.12         Correction Agreement - GoProfit.Com, Inc.              E-2

                                                                    Incorporated
   10.13         Form 12b-25 -- Filed 9-28-99                       by reference

    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.

****** Incorporated by reference to the Company's Report on Form 8-K (Commission
File No. 0-24138) filed with the Securities and Exchange Commission on March 15,
1997.

*2  Incorporated  by  reference to the exhibits  filed with the  Company's  1996
Annual  Report on Form  10-KSB  (Commission  file No.  0-24138)  filed  with the
Securities and Exchange Commission on October 11, 1996.

*3  Incorporated  by  reference to the exhibits  filed with the  Company's  Form
10-KSB filed with the Commission on September 28, 1998.

                                       18
<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
caused this 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: October 12, 1999

By: /s/ Todd D. Chisholm
    ----------------------------
Todd D. Chisholm, Chief Financial Officer

Date: October 12, 1999

                                       19
<PAGE>
                                   FORM 10-KSB

                             DIAMOND EQUITIES, INC.

                              FINANCIAL STATEMENTS


Independent Auditor's Report...............................................  F-1

Balance Sheets for the Years Ended June 30, 1998 and 1997..................  F-2

Statements of Operations for the Years Ended June 30, 1998 and 1997........  F-5

Statements of Stockholder's Equity for the years ended June 30, 1998, 1997
and 1996...................................................................  F-7

Statements of Cash Flows for the years ended June 30, 1998, 1997 and 1996..  F-8

Notes to Financial Statements..............................................  F-9

                                       19
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
Diamond Equities, Inc.:

We have audited the accompanying consolidated balance sheet of Diamond Equities,
Inc.  and  subsidiaries  (the  "Company"),  as of June 30,  1999 and the related
consolidated statements of operations,  changes in stockholders' equity and cash
flows  for each of the two  years in the  period  ended  June  30,  1999.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Diamond
Equities, Inc. at June 30, 1999 and the consolidated results of their operations
and their  cash  flows for each of the two years in the  period  ended  June 30,
1999, in conformity with generally accepted accounting principles.


KING, WEBER & ASSOCIATES, P.C.
Tempe, Arizona
September 16, 1999

                                       F-1
<PAGE>
DIAMOND EQUITIES, INC.

CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
--------------------------------------------------------------------------------
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                         $   210,035
  Accounts receivable (net of allowance of $13,606)                     199,338
  Notes receivable - current portion                                    274,535
  Other receivable                                                      205,000
  Interest receivable                                                    15,939

  Inventories                                                           184,143
  Prepaid expenses                                                       37,744
                                                                    -----------
      Total current assets                                            1,126,734

PROPERTY, MACHINERY AND EQUIPMENT, net                                1,535,717

OTHER ASSETS                                                            147,963

NOTES RECEIVABLE - noncurrent portion                                   224,388
                                                                    -----------
      TOTAL ASSETS                                                  $ 3,034,802
                                                                    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
  Accounts payable                                                  $   330,329
  Accrued liabilities                                                    62,409
  Preferred stock dividends payable                                     196,774
  Customer deposits                                                       8,809
  Capital lease obligations - current portion                            33,435
  Notes payable - current portion                                       165,007
                                                                    -----------
      Total current liabilities                                         796,763

CAPITAL LEASE OBLIGATIONS - LONG-TERM PORTION                             4,378

NOTES PAYABLE - LONG-TERM PORTION                                       114,787
                                                                    -----------
      Total liabilities                                                 915,928
                                                                    -----------
MINORITY INTEREST                                                       241,203
                                                                    -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred Series A 6%, $0.001 par value, convertible,
    18,000 shares authorized, 350 issued and outstanding,
    liquidation preference of $350,000                                        1
  Preferred Series B, convertible, 18,000 shares authorized,
    15,900 issued and outstanding                                     1,605,540
  Common stock, $0.001 par value, 50,000,000 shares
    authorized, 7,366,099 issued and outstanding                          7,366
  Paid in capital                                                     4,130,066
  Accumulated deficit                                                (3,865,302)
                                                                    -----------
      Total stockholders' equity                                      1,877,671
                                                                    -----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 3,034,802
                                                                    ===========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-2
<PAGE>
DIAMOND EQUITIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
--------------------------------------------------------------------------------
                                                        1999           1998
                                                     -----------    -----------
NET SALES                                            $ 1,368,510    $

COST OF SALES                                          1,063,840
                                                     -----------    -----------
        Gross Profit                                     304,670              0
                                                     -----------    -----------
OPERATING EXPENSES
  Salaries expense                                       370,259        117,217
  General and administrative expenses                    534,447        237,883
  Selling expenses                                       103,627
                                                     -----------    -----------
      Total                                            1,008,333        355,100
                                                     -----------    -----------
      Operating loss                                    (703,663)      (355,100)

OTHER (INCOME) AND EXPENSES
  Allowance for note and related account receivable                     441,213
  Interest income                                        (35,919)       (53,179)
  Interest expense                                        63,665          2,849
  Loss on legal settlement                                22,452
  Loss on sale of assets                                  12,861
  Other income                                           (15,300)        (6,359)
                                                     -----------    -----------
      Total other expense                                 47,759        384,524
                                                     -----------    -----------
LOSS FROM CONTINUING OPERATIONS BEFORE
  MINORITY INTEREST AND EXTRAORDINARY ITEM              (751,422)      (739,624)

MINORITY INTEREST                                         76,588          5,114
                                                     -----------    -----------
LOSS FROM CONTINUING OPERATIONS BEFORE
  EXTRAORDINARY ITEM                                    (674,834)      (734,510)

EXTRAORDINARY ITEM:
  Debt forgiveness income                                 48,624
                                                     -----------    -----------
LOSS FROM CONTINUING OPERATIONS                         (626,210)      (734,510)

DISCONTINUED OPERATIONS
  Loss from discontinued operations                           --        (35,413)
                                                     -----------    -----------
NET LOSS                                             $  (626,210)   $  (769,923)
                                                     ===========    ===========
BASIC NET LOSS PER COMMON SHARE
  Continuing operations before extraordinary item    $     (0.13)   $     (0.16)
  Extraordinary item                                        0.01             --
                                                     -----------    -----------
      Total - continuing operations                        (0.12)         (0.16)
  Discontinued operations                                     --          (0.01)
                                                     -----------    -----------
      Total                                          $     (0.12)   $     (0.17)
                                                     ===========    ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING             5,161,715      4,666,099
                                                     ===========    ===========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-3
<PAGE>
DIAMOND EQUITIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      PREFERRED STOCK
                                                            ------------------------------------
                                COMMON STOCK                   SERIES A           SERIES B
                             -----------------  ADDITIONAL ---------------  ------------------  ACCUMULATED
                              SHARES    AMOUNT   PAID-IN   SHARES   AMOUNT  SHARES    AMOUNT      DEFICIT      TOTAL
                              ------    ------   -------   ------   ------  ------    ------      -------      -----
<S>                          <C>        <C>    <C>         <C>      <C>     <C>     <C>         <C>          <C>
BALANCE JULY 1, 1997         4,666,099  $4,666 $ 2,582,282                  18,000  $1,817,591  $(2,465,790) $1,938,749

  Net loss                                                                                         (769,923)   (769,923)
                             ---------  ------ ----------- ------   ------  ------  ----------  -----------  ----------
BALANCE JUNE 30,1998         4,666,099   4,666   2,582,282                  18,000   1,817,591   (3,235,713)  1,168,826

Conversion of Series B       2,100,000   2,100     209,951                  (2,100)   (212,051)                       0

Stock issued for acquisition   600,000     600     359,400                                                      360,000

Issuance of Series A                               349,999    350   $    1                                      350,000

Stock issued by subsidiary                         628,434                                                      628,434

Preferred dividends                                                                                  (3,379)     (3,379)

  Net loss                                                                                         (626,210)   (626,210)
                             ---------  ------ ----------- ------   ------  ------  ----------  -----------  ----------
BALANCE JUNE 30, 1999        7,366,099  $7,366 $ 4,130,066    350   $    1  15,900  $1,605,540  $(3,865,302) $1,877,671
                             =========  ====== =========== ======   ======  ======  ==========  ===========  ==========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-4
<PAGE>
DIAMOND EQUITIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
--------------------------------------------------------------------------------
                                                          1999          1998
                                                       ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                             $ (626,210)   $ (769,923)
  Adjustments to reconcile net loss to net cash used
    in operating activities of continuing operations:
    Undistributed minority interest                       (76,588)       (5,114)
    Loss from discontinued operations                                    35,413
    Depreciation and amortization                         220,826         8,458
    Allowance on note and accounts receivable             441,213
    Forgiveness of debt                                   (48,624)
    Loss on disposal of equipment                         (12,861)        1,425
    Loss on legal settlement                               22,452
    Notes receivable forgiven as compensation
      for services                                         20,000
  Changes in assets and liabilities
    (net of acquisitions):
    Accounts receivable                                    37,160        (9,697)
    Interest receivable                                   (14,355)          316
    Inventories                                           (95,175)       (5,400)
    Prepaid expenses                                      (32,633)       (5,111)
    Other assets                                          (24,950)       (6,000)
    Accounts payable                                       42,236        (8,068)
    Accrued liabilities                                    53,936       (99,250)
    Customer deposits                                       8,809
                                                       ----------    ----------
  Net cash flows used in continuing
    operating activities                                 (525,977)     (421,738)
  Net cash flows used in discontinued operations                       (123,511)
                                                       ----------    ----------
        Net cash used in operating activities            (525,977)     (545,249)
                                                       ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, machinery and equipment          (371,294)       (8,345)
  Cash loaned for notes receivable                       (209,800)      (35,750)
  Payments received on notes receivable                   109,800
  Redemption (purchase) of certificates of deposit        505,404      (505,404)
  Purchase of business assets net of cash acquired       (346,429)      (80,000)
  Proceeds on liquidation of other assets                  42,987
  Cash committed and paid under investment agreement     (100,000)      (60,000)
                                                       ----------    ----------
        Net cash used in investing activities            (369,332)     (689,499)
                                                       ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings on lines of credit                      (250,200)      250,200
  Payments on notes payable                              (110,885)
  Issuance of Preferred Series A 6% Cumulative stock      350,000
  Proceeds from stock issued by subsidiary                618,250
  Payment of dividends                                       (628)
  Principal payments on capital leases                   (101,424)       (2,204)
                                                       ----------    ----------
        Net cash provided by financing activities         505,113       247,996
                                                       ----------    ----------

DECREASE IN CASH                                         (390,196)     (986,752)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR              600,231     1,586,983
                                                       ----------    ----------
CASH AND CASH EQUIVALENTS, END OF YEAR                 $  210,035    $  600,231
                                                       ==========    ==========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-5
<PAGE>
DIAMOND EQUITIES, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1999 AND 1998
--------------------------------------------------------------------------------
                                                               1999       1998
                                                             --------   --------
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                              $ 59,521   $  1,634
                                                             ========   ========
  Income taxes paid                                          $    800   $ 11,840
                                                             ========   ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:

  1999
  Accounts payable assumed in asset purchase                 $176,859
                                                             ========
  Capital leases assumed in asset purchase                   $185,733
                                                             ========
  Note payable assumed in asset purchase                     $ 94,639
                                                             ========
  Notes payable issued in asset purchase                     $390,679
                                                             ========
  Equipment acquired under capital lease                     $  8,097
                                                             ========
  Value of common stock issued in asset purchase             $360,000
                                                             ========
  Accounts receivable offset against note payable
    Balance forgiven                                         $ 46,015
                                                             ========
  Note payable forgiven                                      $ 94,639
                                                             ========
  Equipment returned to lessor (net of depreciation
    of $21,034)                                              $ 98,966
                                                             ========
  Capital lease obligation settled by equipment return       $ 86,105
                                                             ========
  Forgiveness of officer receivables and interest            $ 20,000
                                                             ========
  1998
  Accounts payable assumed in asset purchase                            $  6,490
                                                                        ========
  Capital leases assumed in asset purchase                              $ 33,716
                                                                        ========
  Value of subsidiary common stock issued
    in asset purchase                                                   $ 75,000
                                                                        ========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       F-6
<PAGE>
DIAMOND EQUITIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1999 AND 1998
--------------------------------------------------------------------------------
1.   ORGANIZATION AND BASIS OF PRESENTATION

     The consolidated  financial statements include the accounts and activity of
     Diamond  Equities,  Inc.  and its  majority  owned  subsidiaries  Precision
     Plastics  Molding,  Inc.  and  GoProfit.com,   Inc.  (the  "Company").  All
     significant intercompany  transactions and balances have been eliminated in
     consolidation.

     The Company was previously in the business of locating sites and installing
     pay telephone equipment. The Company would pay commissions to the owners of
     the sites where its  equipment  was located and earned its revenue based on
     pay telephone charges to customers.  On November 15, 1996, the Company sold
     all of its  pay-telephone  assets,  its only business  segment,  to Tru-Tel
     Communications,  LLC.  The  discontinued  operations  were  located  in the
     southwestern  United  States.  The  Company  changed  its  name to  Diamond
     Equities,  Inc.  on June 20,  1997 and has since been  seeking  acquisition
     targets. On June 15, 1998 the Company's wholly owned subsidiary,  Precision
     Plastics  Molding,  Inc.  ("Precision"),  purchased the assets of a plastic
     injection  molding  business.  Operations of Precision are included for the
     period June 15, 1998 through June 30, 1998 in the accompanying statement of
     operations  for the year ended June 30,  1998.  On July 20, 1998  Precision
     purchased the assets of a second plastic injection  molding  business.  The
     new  businesses  are located in Arizona and  business is  generated  in the
     southwestern United States.

     On  April  5,  1999,  the  Company  acquired  all of the  common  stock  of
     GoProfit.com, Inc. ("GoProfit"). GoProfit is a development stage enterprise
     in the  process of  developing  a Internet  web site and  financial  search
     engine for the Internet.  GoProfit  intends to begin operating its web site
     by September 1999.  Goprofit intends to earn revenue through advertising on
     its web site. GoProfit was formed in March 1999.

     GoProfit will be required to raise substantial  equity capital to implement
     its business plan. Subsequent to the Company's acquisition, GoProfit raised
     additional  capital  which  reduced the  Company's  holdings of GoProfit to
     approximately  76% at June 30, 1999.  The Company has no obligation to fund
     the operations of GoProfit.  There can be no assurances  that GoProfit will
     raise  additional  funding  for this  business or that  operations  will be
     successful.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CASH AND CASH EQUIVALENTS  include all short-term highly liquid investments
     that are readily  convertible  to known  amounts of cash and have  original
     maturities of three months or less.

     INVENTORIES  consist of finished  goods,  work in process and raw materials
     and are stated at the lower of cost (specific identification) or market.

     INCOME  TAXES  - The  Company  provides  for  income  taxes  based  on  the
     provisions  of  Statement  of  Financial   Accounting  Standards  No.  109,
     ACCOUNTING  FOR INCOME  TAXES,  which among  other  things,  requires  that

                                       F-7
<PAGE>
     recognition  of deferred  income  taxes be measured  by the  provisions  of
     enacted tax laws in effect at the date of financial statements.

     PROPERTY, MACHINERY AND EQUIPMENT are stated at cost and are depreciated on
     the  straight-line  method over their  respective  estimated  useful  lives
     ranging from 3 to 7 years.

     REVENUE  RECOGNITION  - The Company  recognizes  revenue  upon  shipment of
     product.

     ADVERTISING  EXPENSES - The Company expenses advertising costs as incurred.
     Advertising  expenses were $16,884 and $0 for the years ended June 30, 1999
     and 1998, respectively.

     FINANCIAL  INSTRUMENTS - Financial  instruments  consist primarily of cash,
     restricted cash,  accounts  receivable,  notes receivable,  investments and
     obligations  under accounts payable,  accrued  expenses,  debt, and capital
     lease instruments.  The carrying amounts of cash, restricted cash, accounts
     receivable,   accounts  payable,   accrued  expenses  and  short-term  debt
     approximate fair value because of the short maturity of those  instruments.
     The carrying value of the Company's capital lease arrangements approximates
     fair value  because the  instruments  were valued at the retail cost of the
     equipment at the time the Company entered into the arrangements. Fair value
     of officer notes  receivable  cannot be estimated  because of the nature of
     the relationship  with the creditor.  The fair value of the note receivable
     related to the business  segment  disposal is discussed in Note 5. The fair
     value of the  investment  (Note 4) is estimated to be its cost based on the
     negotiated  amount of the  investment and the short period of time that has
     elapsed as of June 30, 1999, from when the investment was made.

     USE OF ESTIMATES - The  preparation  of financial  statements in conformity
     with generally accepted  accounting  principles requires management to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

     LOSS PER COMMON SHARE - Net loss per common share is  calculated  under the
     provisions of SFAS No. 128 EARNINGS PER SHARE,  by dividing net loss by the
     weighted average number of common shares outstanding.

     SOFTWARE  DEVELOPMENT COSTS - The costs incurred by GoProfit to develop its
     software  related  to its  Internet  web  site  have  been  capitalized  in
     accordance with Statement of Position 98-1 ACCOUNTING FOR COSTS OF COMPUTER
     SOFTWARE  DEVELOPED OR OBTAINED FOR INTERNAL USE. All costs associated with
     the  development  costs,   primarily  personnel  and  outside  consultants,
     incurred from the application development stage and forward are capitalized
     and included in property and equipment in the  accompanying  balance sheet.
     GoProfit  capitalized  $227,619  in such  costs in the year  ended June 30,
     1999. Costs will begin to be amortized when the web site begins operation.

3.   INVESTMENT

     The Company  entered into an  investment  agreement in June 1999 to provide
     $100,000  to a company in  exchange  for  200,000  shares of the  company's
     common  stock and  repayment  of the loan at 8%  interest  per  annum.  The
     agreement  stipulates  that the funds are to be held in a separate  account

                                       F-8
<PAGE>
     and used by the  investee to pay agreed upon  expenditures.  The shares are
     being held by a transfer agent and are to be issued ratably as expenditures
     are approved and paid.  Interest only payments are due quarterly and are to
     commence August 2, 1999 and continue through June 2, 2001 at which time the
     outstanding principal balance is due. The loan is secured by the all of the
     assets of the investee. At June 30, 1999, $82,850 had been advanced and the
     balance of $17,150  remains in the special  restricted  account.  The total
     investment  balance  of  $100,000  is  included  in  other  assets  in  the
     accompanying balance sheet.

4.   CASH AND CASH EQUIVALENTS

     The Company  maintains  cash  balances at banks in Arizona and  California.
     Accounts are insured by the Federal  Deposit  Insurance  Corporation  up to
     $100,000.  At June 30, 1999,  the Company's  uninsured  bank balances total
     $7,336.

5.   NOTES RECEIVABLE

     Notes receivable consist of the following at June 30, 1999:

     Note receivable, sale of assets                                   $ 283,173
     Loan to affiliate                                                   200,000
     Other receivables                                                    15,750
                                                                       ---------
       Total                                                             498,923

       Less current portion                                              274,535
                                                                       ---------
       Long-term portion                                               $ 224,388
                                                                       =========

     On  November  15, 1996 the  Company  sold all of its assets  related to the
     operation of the pay-telephone business. In connection with the sale of the
     assets,  the Company  received a note receivable of $811,250.  The note was
     payable  to the  Company  in  monthly  installments  of  $14,000  including
     interest at 8% per annum,  which were to commence  February 15, 1997,  with
     the balance due January 15, 2002. No payments had been received on the note
     through  June 30,  1998 and the  Company  commenced  legal  proceedings  to
     collect the amount.  An allowance of $405,625 was  established  at June 30,
     1998.  A  settlement  was  reached in March 1999 in the amount of  $450,000
     including a $100,000  payment that was received at time of settlement.  The
     remaining  balance  is to be  paid in  quarterly  installments  of  $21,875
     commencing July 31, 1999.  Management has established the discounted  value
     of the note of $283,173  using a rate of 10%.  The  Company  incurred a net
     loss of  $22,452  in the year  ended  June 30,  1999,  on the  basis of the
     discounted value of the settlement agreement and the carrying amount of the
     note at the time of the  settlement.  Interest income was not recognized in
     the years ended June 30, 1999 and 1998 while the parties were attempting to
     resolve the matter.

     The Company  loaned  $200,000 to an  affiliate  in June 1999.  The note was
     payable to the Company in monthly  installments of interest only at 10% per
     annum and the  principal  was due June 1, 2004.  The note was repaid to the
     Company on August 4, 1999.

                                       F-9
<PAGE>
6.   OTHER RECEIVABLE

     GoProfit had common stock subscriptions of $205,000 outstanding at June 30,
     1999.  These  subscriptions  were committed under a note agreement that was
     collected in July and August of 1999.

7.   LOSS PER SHARE

<TABLE>
<CAPTION>
                                                    1999                                    1998
                                    ------------------------------------   -------------------------------------
                                                                 Per                                     Per
                                      (Loss)       Shares       Share        (Loss)        Shares       Share
                                    ----------   ----------   ----------   ----------    ----------   ----------
<S>                                 <C>          <C>          <C>          <C>           <C>          <C>
     Net Loss                       $ (626,210)   5,161,715                $ (769,923)    4,666,099
     Preferred Stock Dividends          (1,874)                                    --
                                    ----------                             ----------
                                    $ (628,084)                            $ (769,923)
                                    ==========                             ==========
     BASIC EARNINGS PER SHARE

     Loss Available to Common
       Shareholders
     Continuing operations          $ (628,084)               $    (0.12)  $ (734,510)                $    (0.16)

     Discontinued operations                 0                        --      (35,413)                     (0.01)
                                    ----------                ----------   ----------                 ----------
         Total                      $ (628,084)   5,161,715   $    (0.12)  $ (769,923)    4,666,099   $    (0.17)
                                    ==========                ==========   ==========                 ==========

     Effect of Dilutive Securities
         Preferred Stock                   N/A                                    N/A

     DILUTED EARNINGS PER SHARE            N/A                                    N/A
</TABLE>

     Diluted  earnings  per  share  are not  presented  because  the  effect  of
     considering the convertible  preferred stock would be antidilutive for both
     years ending June 30, 1999 and 1998.

8.   INVENTORIES

     Inventories consist of the following at June 30, 1999:

             Raw materials                                            $  47,617
             Finished goods                                             136,526
                                                                      ---------
               Total inventories                                      $ 184,143
                                                                      =========

9.   PROPERTY, MACHINERY AND EQUIPMENT

     Property,  machinery  and  equipment  consist of the  following at June 30,
     1999:

        Equipment                                                    $  900,546
        Computer software technology                                    587,619
        Computer equipment                                              123,544
        Leasehold improvements                                           51,634
        Furniture and fixtures                                           49,942
        Office equipment                                                 37,263
        Vehicles                                                          1,250
                                                                     ----------
           Total                                                      1,751,798
        Less accumulated depreciation and amortization                 (216,081)

        Property, machinery and equipment - net                      $1,535,717
                                                                     ==========

                                      F-10
<PAGE>
     Depreciation  expense  for the  years  ended  June  30,  1999  and 1998 was
     $220,826 and $8,458, respectively. In the Company's purchase transaction of
     GoProfit,  the excess of the purchase price over the fair value of tangible
     net assets of  GoProfit  in the amount of  $360,000  was  allocated  to the
     software technology.

10.  BUSINESS ACQUISITIONS

     In June 1998,  the Company,  through its  Precision  subsidiary,  purchased
     substantially all of the operating assets of Premier Plastics  Corporation,
     a plastic injection molding business in Tempe, Arizona, for an $80,000 cash
     payment,  the  assumption of  liabilities  in the amount of $40,000 and the
     issuance  of 300,000  shares of common  stock of the  subsidiary  valued at
     $75,000.  The  acquisition  was  recorded  under  the  purchase  method  of
     accounting.  The aggregate purchase price of $195,000 has been allocated to
     the assets acquired and liabilities  assumed based on their respective fair
     market  values.  The aggregate  consideration  paid  approximated  the fair
     market value of the net assets  acquired and no goodwill was recorded.  The
     operating  results of Premier  Plastics  are  included in the  accompanying
     consolidated financial statements for the period June 15, 1998 through June
     30,  1998.  The Company  issued  50,000  shares each to two officers of the
     Company  subsequent to the acquisition  decreasing the Company's  ownership
     interest to approximately 87% at June 30, 1999.

     The  following  summarizes  unaudited  pro  forma  consolidated   financial
     information  assuming that the acquisition of Premier Plastics  Corporation
     occurred on July 1, 1997:

        Net Sales                                                     $ 307,601
        Net Loss                                                      $(693,432)
        Loss per Share                                                $   (0.15)

     The pro forma financial information is presented for informational purposes
     only and may not  necessarily  reflect the  results  had  Premier  Plastics
     Corporation actually been acquired on July 1, 1997, nor is this information
     indicative of the future consolidated results.

     On July 20, 1998, the Company, through its Precision subsidiary,  purchased
     substantially all of the operating assets of Accurate Thermoplastics, Inc.,
     a plastic injection molding business in Mesa, Arizona, for a purchase price
     of $560,000.  The purchase  price  consisted of a $375,000 cash payment,  a
     promissory note in the amount of $185,000,  and the assumption of specified
     liabilities totaling $662,911.  The note is secured by the assets and bears
     interest  at 8%. The  Company  was in default on this note at June 30, 1999
     (Note 12).  The  acquisition  was  recorded  under the  purchase  method of
     accounting.  The aggregate  purchase price of $1,222,911 has been allocated
     to the assets  acquired and liabilities  assumed based on their  respective
     fair market values. The aggregate  consideration paid approximated the fair
     market value of the net assets  acquired and no goodwill was recorded.  The
     operating results are included in the accompanying  consolidated  financial
     statements  for the  period  July  20,  1998  through  June 30,  1999.  The
     consolidated operating results would not have been significantly  different
     if the operations of Accurate  Thermoplastics,  Inc. had been included from
     July 1, 1998.

                                      F-11
<PAGE>
     On  April  5,  1999,  the  Company  acquired  all of the  common  stock  of
     GoProfit.com,  Inc.  ("GoProfit")  for 600,000  shares of its common stock.
     GoProfit is a development  stage  enterprise in the process of developing a
     Internet web site and financial  search  engine for the Internet.  GoProfit
     intends to begin  operating  its web site by September  1999.  GoProfit was
     incorporated in March 1999, and there were no material  operations prior to
     its  acquisition  by the Company.  The  acquisition  was recorded under the
     purchase method of accounting.  The aggregate  purchase price was valued at
     $360,000 which was determined by the estimated value of the Company's stock
     at the time of the  transaction.  The average between the bid and ask price
     had been  approximately $1 per share. The shares issued to the stockholders
     of GoProfit contained  restrictions.  The $1 per share value was discounted
     to $0.60 per share due to those  restrictions.  The  operations of GoProfit
     are included in the accompanying statement of operations from April 5, 1999
     through June 30, 1999. The excess of the purchase price over the fair value
     of tangible net assets of GoProfit in the amount of $360,000 was  allocated
     to the software technology.  GoProfit raised additional capital through the
     sale of common stock subsequent to the Company's acquisition. The result of
     those  stock  sales   reduced   the  Company   ownership   in  GoProfit  to
     approximately  76% at June 30, 1999. A shareholder of the Company is also a
     shareholder in the minority interest of GoProfit.

11.  CUSTOMER DEPOSITS

     The Company requires a fifty percent deposit at time of order placement for
     tool work and recognizes the deposit as revenue upon shipment of order.

12.  NOTES PAYABLE

     Notes payable at June 30, 1999 consist of the following:

     Note payable, collateralized by the assets of a subsidiary,
     interest at 8.0%, interest and principal due in two
     installments of $105,000 and $80,000 by January 16, 1999         $ 116,325

     Commitment payable, monthly payments of $5,000 due
     through July 2002. Original face value of $240,000                 163,469
                                                                      ---------
        Total                                                           279,794

        Less current portion                                           (165,007)
                                                                      ---------
        Long-term portion                                             $ 114,787
                                                                      =========

                                      F-12
<PAGE>
     The  Company  is in  default  on the  note  payable  at June  30,  1999 and
     accordingly,  the entire balance of $116,325 is classified as current.  The
     debt is payable to the former  owner of the assets  purchased in July 1998.
     The  Company  is  negotiating  with the note  holder and is  attempting  to
     restructure the note.

     Future maturities of principal at June 30, 1999 are as follows:

         2000                                                         $ 165,007
         2001                                                            52,723
         2002                                                            57,098
         2003                                                             4,966
                                                                      ---------
              Total                                                   $ 279,794
                                                                      =========

13.  FORGIVENESS OF DEBT

     The Company was  performing  services in lieu of payments on a $94,639 note
     payable assumed in the July 1998 acquisition during the year. In March 1999
     an agreement was reached with the holder of the note to return all material
     and  tooling  belonging  to the holder and  offset  $46,015  owing from the
     holder against the note balance, resulting in a gain of $48,624. The amount
     is  presented as an  extraordinary  item in the  accompanying  statement of
     operations for the year ended June 30, 1999.  There is no tax effect of the
     extraordinary item.

14.  INCOME TAXES

     The Company  recognizes  deferred income taxes for the differences  between
     financial accounting and tax bases of assets and liabilities.  Income taxes
     for the years ended June 30, consisted of the following:

                                                          1999          1998
                                                        ---------     ---------
         Current tax benefit                            $(252,964)    $(134,551)
         Deferred tax provision                           252,964       134,551
                                                        ---------     ---------
         Total income tax provision                     $     -0-     $     -0-
                                                        =========     =========

     A deferred tax liability of $121,350 at June 30, 1999 relates  primarily to
     the  difference  in the  financial  accounting  and tax  bases  of the note
     receivable  related  to the sale of  business  assets  in  fiscal  1997.  A
     deferred tax asset of $1,108,607  relates  primarily to net operating  loss
     carryforwards  at June 30, 1999 of  $2,632,000  for both  federal and state
     purposes and a credit for alternative minimum tax purposes of $11,740.  The
     federal  carryforwards  expire  in  fiscal  2009  through  2018.  The state
     carryforwards  expire in fiscal 2000 through 2004. The net deferred  income
     tax asset balance of $987,257 is offset by an equal valuation  allowance at
     June 30, 1999.

                                      F-13
<PAGE>
     Deferred income taxes for the year ended June 30, 1998, relate to temporary
     differences  for the recognition of a deferred income tax asset for the net
     operating loss carryforward. The valuation allowance was increased $300,736
     from $420,000 (as restated) to $720,736,  reflecting primarily the increase
     in the 1998 current tax benefit and the  $162,000  decrease in the deferred
     income tax liability  related to the allowance  recorded on note receivable
     which was accounted for under an installment method for income tax purposes
     on the sale of assets in fiscal 1997.

     Deferred income taxes for the year ended June 30, 1999, relate to temporary
     differences  for the recognition of a deferred income tax asset for the net
     operating  loss  carryforward.  The  valuation  allowance  was increased by
     $266,521.  A  decrease  in the  deferred  income tax  liability  of $40,650
     relates to the net change in the note  receivable  which was  accounted for
     under an  installment  method for income tax purposes on the sale of assets
     in fiscal 1997.

     A  reconciliation  setting forth the differences  between the effective and
     statutory tax rate is as follows:

                                           1999                   1998
                                    --------------------   --------------------
     Federal statutory rates         (34.0)%   $(212,911)   (34.0)%   $(261,774)
     State income taxes               (8.0)      (50,097)    (8.0)      (61,593)
     Valuation allowance of
      operating loss carryforwards    42.6       266,521     39.2       301,810
     Other, net                       (0.6)       (3,513)     2.8        21,557
                                    ------     ---------   ------     ---------
     Effective rate                    -0-%    $     -0-      -0-%    $     -0-
                                    ======     =========   ======     =========

15.  LEASES

     OPERATING LEASES

     The Company leases its administrative  office and operations facility under
     operating  leases that expire in August and July 1999,  respectively.  Rent
     expense  under these leases was  approximately  $96,000 and $12,000 for the
     years ended June 30, 1999 and 1998.  Minimum  annual lease  payments  under
     these agreements for the year ended June 30, 2000 are $7,983. Subsequent to
     June 30, 1999, GoProfit entered into a lease agreement for new office space
     that commits GoProfit for rent of $56,100 per year for three years.

     CAPITAL LEASES

     The Company  leases  production  equipment  under capital  leases  expiring
     through June 2002.  The following  presents  future  minimum lease payments
     under  capital  leases  by year  and the  present  value of  minimum  lease
     payments as of June 30, 1999:

          Year ended June 30:
             2000                                                      $ 34,229
             2001                                                         2,400
             2002                                                         2,400
                                                                       --------
          Total minimum lease payments                                   39,029
          Less amount representing interest                               1,216
                                                                       --------
          Present value of minimum lease payments                        37,813
             Current portion                                             33,435
                                                                       --------
             Long-term portion                                         $  4,378
                                                                       ========

     Gross cost and  accumulated  amortization  of  equipment  under the capital
     leases  at  June  30,  1999  was   approximately   $245,000   and  $46,301,
     respectively.

                                      F-14
<PAGE>
16.  STOCKHOLDERS' EQUITY

     PREFERRED STOCK

     The  Company  sold  350  shares  of the  Series  A 6%,  $0.001  par  value,
     Cumulative  Preferred  Stock for  $350,000  during  the year ended June 30,
     1999. The Series A has a liquidation  preference of $350,000. The share are
     convertible to common stock at a rate equal to 75% the average bid price of
     the common stock for a period of ten days prior to conversion. Dividends of
     $1,874 are accrued at June 30, 1999.

     During the year ended June 30,  1999,  2,100  shares of Series B  Preferred
     Stock were converted into 2,100,000 shares of common stock. Series B shares
     are  convertible  into  1,000  shares  of common  stock  for each  share of
     preferred.  There are no  cumulative  dividends  on the  Class B  preferred
     stock.

     COMMON STOCK

     The Company  issued  600,000  shares of common stock valued at $360,000 for
     the purchase of all of the common stock of Go-Profit.

17.  CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations   of  credit  risk  are   primarily   accounts   receivable.
     Approximately  $142,000 of the accounts receivable balance at June 30, 1999
     is due from two significant  customers.  Approximately 64% of the Company's
     revenue for the year ended June 30,1999 was derived  from three  customers,
     including 33% from one customer.

18.  DISCONTINUED OPERATIONS

     On November 15, 1996 the Company  entered into an asset purchase  agreement
     with Tru-Tel  Communications,  LLC whereby all of the assets related to the
     operation of the pay-telephone  business were sold.  Proceeds from the sale
     included  $1,688,750  cash and a promissory note (see Note 5) for $811,250.
     Tru-Tel  Communications,   LLC  assumed  the  Company's  capital  lease  on
     equipment and operating  leases on facilities.  The Company recorded a gain
     on the sale of the assets of  $1,848,279  after  taxes.  Revenues  from the
     discontinued  operations totaled $835,858 for the year ended June 30, 1997.
     The  results of  discontinued  operations  for the year ended June 30, 1998
     represent the final settlement of an estimated sales tax liability that had
     been  contested  by the  Company.  Because  the tax  benefit of the loss is
     offset by a corresponding  valuation  allowance,  there is no tax effect of
     the loss from discontinued operations for the year ended June 30, 1998.

19.  EMPLOYEE STOCK OPTION PLAN

     The Company  adopted an employee stock option plan in June 1998 pursuant to
     which options may be granted to key employees,  including officers, whether
     or not they are directors,  who are selected by the Board of Directors. The
     exercise  price  of the  options  granted  pursuant  to the  Plan  shall be
     determined by the Board of Directors on a case-by-case  basis.  Options are
     exercisable over a three year period and only while the optionee remains an
     employee  of the  Company,  except  that,  in the  event  of an  optionee's
     termination  of  employment  by  reason  of  disability  or death  while an
     employee.  The aggregate number of shares that may be issued under the Plan
     shall not exceed 900,000  shares.  As of June 30, 1999, no options had been
     granted under the Plan.

                                      F-15
<PAGE>
20.  RELATED PARTY TRANSACTIONS

     The Company forgave loans of $10,000 each to two officers of the Company in
     May 1999  including  accrued  interest  of $973.  The amount was treated as
     compensation to the officers.

     The Company  pays  $3,000 per month to C&N,  Inc.  ("C&N")  for  management
     services.  C&N is owned by an officer  and  director  of the  Company.  The
     agreement  between the Company and C&N  commenced on January 1, 1995 and is
     renewable from year to year. The Company paid C&N $33,000 and $36,000 under
     this agreement during the years ended June 30, 1999 and 1998, respectively.

     The Company  loaned C&N $200,000 in June 1999.  The note was payable to the
     Company in monthly  installments  of interest only at 10% per annum and the
     principal  was due June 1,  2004.  The note was  repaid to the  Company  on
     August 4, 1999.  Management  fees to C&N were suspended  while the note was
     outstanding per the terms of the unsecured promissory note.

     An officer and director of the Company performs accounting services for the
     Company at a flat fee per month for compilation and payroll services and is
     paid an hourly fee for any  additional  work.  The Company paid $34,983 and
     $28,610 to the officer's  accounting firm for the years ended June 30, 1999
     and 1998, respectively.

     In October  1996 the  Company  entered  into a Severance  Agreement  with a
     former director of the Company  pursuant to which the Company agreed to pay
     $5,000 per month to the  individual  through April 1998. For the year ended
     June 30, 1998 $2,217 is included  in  discontinued  operations  relating to
     this agreement.

21.  COMMITMENTS AND CONTINGENCIES

     On June 15, 1998, the Company entered into an employment  agreement with an
     employee for an initial  term of three years.  The employee is to receive a
     base salary  ranging from $65,000 to $95,000  depending on annual sales and
     shall be adjusted annually by the increase,  if any, in the cost of living.
     For each  fiscal year in which the Company  has  positive  earnings  before
     depreciation,  interest and taxes  (EBDIT) in the amount of  $500,000,  the
     employee  shall receive a bonus of 5% of EBDIT.  The agreement is renewable
     for additional three year terms.

     The Company  entered into an employment  agreement with an employee on July
     1, 1998 for an initial  term of three  years.  The employee is to receive a
     base salary of $36,000 and shall be adjusted  annually by the increase,  if
     any, in the cost of living.  The employee is entitled to an annual bonus as
     determined by the Board of Directors.

     GoProfit  entered  into a five year  consulting  agreement  with one of its
     stockholders.  The  agreement  calls for payments of $5,000 per month.  The
     consultant  is  to  provide  strategic  advice,   consult  on  mergers  and
     acquisitions and assist GoProfit in securing capital.

                                      F-16
<PAGE>
     GoProfit has entered into  agreements  with third parties for the provision
     of its search  engine  software  and news and stock quote  services for its
     Internet  web site.  The  commitment  for the software at June 30, 1999 was
     $115,000.  The commitment for the news and query services at June 30, 1999,
     was $48,000.

22.  SUBSEQUENT EVENTS

     On July 12,  1999,  600 shares of Series B Preferred  Stock were  converted
     into 600,000 shares of common stock.

23.  SEGMENT INFORMATION

     The Company is  operating in two  business  segments at June 30, 1999.  The
     Company  operates  a  plastics  injection  molding  operation  through  its
     Precision  Plastics  subsidiary and intends to operate an Internet web site
     through  its  GoProfit  subsidiary.  The  parent  Company  has no  business
     operations  that  generate  revenue.  However,  the parent  Company  incurs
     expenses as it seeks additional business opportunities.

                           Precision      GoProfit       Parent        Total
                           ----------    ----------    ----------    ----------
     Revenues              $1,367,610    $      900    $1,368,510
     Segment loss          $ (165,352)   $ (164,107)   $ (296,751)   $ (626,210)
     Total assets          $1,260,617    $1,087,774    $  686,411    $3,034,802
     Capital expenditures  $   18,386    $  361,005    $  379,391
     Depreciation          $  212,762    $      785    $    7,279    $  220,826

                                   * * * * * *

                                      F-17