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, 2000

     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)

                                 (480) 898-1846
                ------------------------------------------------
                (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

     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  gross  revenues  for the  year  ended  June 30,  2000,  were
$689,289.

     The market price of the voting stock held by non-affiliates  (approximately
1,876,763  shares as of June 30, 2000) based upon the prices of such stock as of
October 4, 2000, as reported in the OTC pink sheets was $0.26.

     The number of shares of Common Stock of the issuer  outstanding  as of June
30, 2000 was 9,580,059.

     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 October 2, 1999 and December 17, 1999, which respectively disclose
the acquisition of a company engaged in the internet  commerce  industry and the
loss of control of that company.
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                                TABLE OF CONTENTS



PART I                                                                  Page No.
                                                                        --------
     Item 1.   Description of Business ................................     3

     Item 2.   Description of Property ................................     8

     Item 3.   Legal Proceedings ......................................     9

     Item 4.   Submission of Matters to a Vote of Security Holders ....    10

PART II

     Item 5.   Market Price of and Dividends on the Registrant's
               Common Equity and Other Stockholder Matters ............    10

     Item 6.   Management's Discussion and Analysis or Plan of
               Operation ..............................................    11

     Item 7.   Financial Statements ...................................    13

     Item 8.   Changes in and Disagreements With Accountants ..........    13

PART III

     Item 9.   Directors, Executive Officers, Promoters and Control
               Persons ................................................    13

     Item 10.  Executive Compensation .................................    14

     Item 11.  Security Ownership of Certain Beneficial Owners
               and Management .........................................    14

     Item 12.  Certain Relationships and Related Transactions .........    15

     Item 13.  Exhibits List and Reports on Form 8-K ..................    16

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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."

     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.  The sale was made  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 was
payable on a monthly basis commencing on February 15, 1997,  bearing interest at
the rate of 8% per annum.  The final payment of all accrued and unpaid  interest
and  outstanding  principal was due on or before  January 15, 2002.  The Tru-Tel
Note was secured by a lien on all assets  transferred  in the Asset Sale and was
further secured by personal guarantees of the principals of Tru-Tel.

     In early 1997,  Tru-Tel  defaulted on the Note and on March 18,  1997,  the
Company  filed  suit.  On April 1, 1999,  the  parties  settled  the suit,  with
Tru-Tel's  promise to pay the  Company a total of Four  Hundred  Fifty  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.  Since that time,  Tru-Tel  has  defaulted  on the  settlement
payments and filed for bankruptcy  under Chapter 11 of the Bankruptcy  Code. The
Company has filed a lawsuit against the principals of Tru-Tel for enforcement of
their  personal  guaranties  of the  remaining  amount  of Three  Hundred  Fifty
Thousand Dollars ($350,000).

     Subsequent  to the Asset Sale,  the Company has been  essentially  a "blank
check"  company,  with cash and a  promissory  note as it's primary  assets.  It
currently  is  engaged  primarily  in  the  plastics  business  pursuant  to the
acquisitions which are discussed below.

PLASTICS  INDUSTRY  ACQUISITION.  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 Company's own funds. There was no prior relationship between Premier and its
sole  shareholder  and  the  officers  and  directors  of  the  Company  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
serve as a consultant to Precision.  He no longer serves in that  capacity.  The
business of Accurate was to continue under the name Precision  Plastics Molding,
Inc.  ("Precision").  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

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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 Company 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
Company 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. This lawsuit was subsequently settled by
the Company  which paid $165,000 and issued 14,000 shares of its Common Stock to
the plaintiff.

     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.

     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 may,
if cash flow permits, hire personnel to find additional customers.

     CUSTOMERS / SUPPLIERS. Precision currently makes products for approximately
fifteen (15)  different  customers.  The major  customers  are Axxes and Amsafe.
Management  estimates  that their  business  makes up  approximately  fifty-five
percent (55%) of Precision's sales.  Precision works with fifteen (15) to twenty
(20) different suppliers of different products used in the manufacturing process
such as boxes and plastic  resin.  Precision's  main suppliers of plastic are GE
Polymerland and Plastics General Polymers.

     SALES.  Precision  has, as of September 1, 2000, a sales  backlog of 2 days
and has the raw  materials  to run  production  for  these  sales.  The  Company
maintains  its own tooling  department,  but also uses  subcontractors  for such
services. It has no order backlog.

INTERNET  BUSINESS  ACQUISITION.  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.  The  GoProfit  personnel  exercised  their
options,  and the Company  was, in fact, a minority  shareholder  from August to
November,  1999,  but the company  subsequently  obtained  the voting  rights to
sufficient   shares  to  retake   control  of  GoProfit.   (See  Item  3  "Legal
Proceedings")

     GoProfit.com,  Inc.  was formed to design and build a world wide  financial
search  engine for the  Internet.  Through  the  licensing  and  repackaging  of
proprietary technology from leading Internet purveyors of content,  GoProfit.com

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stated that it intended to gain instant user credibility while achieving its own
branded  identity.  At the same time,  GoProfit  management  was to work  toward
developing  innovative  technologies  designed so that  GoProfit  would become a
"next-generation" search engine/Internet portal.

     GoProfit had no operating history or revenues,  and was considered entirely
promotional.  GoProfit  faced  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.  GoProfit did not
succeed  because of problems and expenses  encountered  in  connection  with the
development and operation of the business.

     GoProfit had entered into  negotiations  with various  entities  which were
intended to help grow the website, but all such negotiations were halted because
of GoProfit's inability to proceed with its business plan.

                      OPERATIONS OF DIAMOND EQUITIES, INC.

     CORPORATE  OPPORTUNITIES.  Although its  financial  resources  are severely
limited,  the Company intends to continue to seek corporate  opportunities.  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 very limited number
of business  ventures,  due primarily to the Company's lack of capital.  Lack of
diversification, which the Company presently experiences, is a risk in investing
in the Company because it limits the ability of the Company to offset  potential
losses from one venture  against  gains from another and will expose the Company
to the cyclical and other risks of any business in which it invests.

     The Company has been  seeking  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 acquisition of, or merger
with a  company  which  does not need  cash but  which  desires  to be part of a
corporation with an established  public trading market for its common stock. The
Company may, depending on its opportunities, purchase assets, with its common or
preferred stock, 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 complicated,  however,  because of general  economic
conditions,  rapid  technological  advances being made in some  industries,  and
shortages of available  capital.  However,  the Company  believes that there are
other companies seeking the perceived 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 difficult and complex.

     The  Company  has no capital  with which to provide  the owners of business
opportunities  with any 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.

                                       5
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     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 retain  outside
consultants, if the Board deems it necessary and financially possible, to aid in
the analysis of a business opportunity.

     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.

     Any venture in which the Company participates  presents various 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, as in the case of GoProfit, may not become
going concerns or advance beyond the development  stage even after the Company's
participation  in the activity.  Some 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 any business  opportunity,  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.

     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.

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     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.

     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 in the near term, 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.

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

     REGULATION. The Company could, 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.

     The Company plans to structure any mergers or acquisitions 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.  Diamond Equities,  Inc.  presently has two (2) employees,  both
engaged in management and  administrative  functions.  The Company also engages,
from time to time,  services  of  outside  consultants  to assist it in  various
functions.  The  Company  may  allocate a portion  of its  working  capital  for
part-time secretarial and other services required by it.

     The Company's subsidiary,  Precision,  has six (6) non-union employees: One
(1) is a plant manager, one (1) is a production supervisor, one (1) is a quality
assurance manager, one (1) is an operator, and two (2) are engaged in office and
clerical duties.

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 $6,885 per month.

                                       8
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

     Except as set forth below,  Neither the Company nor any of its subsidiaries
is a party to any material  pending  legal  proceedings  or  government  actions
including  any  material  bankruptcy,   receivership,  or  similar  proceedings.
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.  The persons  named in the  indictments  as disclosed in
prior 10-KSB filings, are no longer officers or directors of the Company.

     TRU-TEL  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 were received. In March, 1999, a complaint for
breach of contract was filed with the Eighth  Judicial  District  Court of Clark
County,  Nevada.  The  complaint  alleged  breach  by  the  defendant,   Tru-Tel
Communications,  LLC, issuer of the promissory note. The complaint also named 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  April 1, 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 was payable quarterly in payments of $21,874.98.

     Tru-Tel has since filed for bankruptcy, and the Company has filed a lawsuit
against the principals of Tru-Tel who personally  guarantied the Note.  There is
no assurance that the Company will be able to collect the  approximate  $350,000
balance.  It may be likely that the  Company  may not  receive the full  payment
settled upon.

     INVESTIGATION OF SHAREHOLDER. In 1999, the State of Florida's Department of
Banking and Finance  advised the Company that it was  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.  The Company has heard
nothing further regarding this.

     GOPROFIT  LITIGATION.  On August 28, 2000 the Company  filed a complaint in
the Eight Judicial District Court,  Clark County,  Nevada,  seeking recission of
the Stock Purchase  Agreement with GoProfit.com,  Inc.  ("GoProfit") and damages
against the former principals of the GoProfit.  In the action, the Company seeks
to cancel or retrieve the common stock it issued to GoProfit and its principals.
It also seeks the  appointment  of a Receiver  or  Custodian  pursuant to Nevada
state law. The latter has been requested on the basis of the alleged  fraudulent
nature of the sale, and the  insolvency of GoProfit.  The claim for recission is
based on the alleged  breach of the terms and  conditions of the GoProfit  Stock
Purchase  Agreement.  Damages  are being  sought  for the loss of benefit of the
buyer, i.e., because of the alleged lost opportunity with respect to its assets;
the Company has lost market value in its stock equity.

     The  Complaint  also  alleges  a breach  of  fiduciary  duty by the  former
principals of GoProfit in the failure to protect assets and the misappropriation
and/or  division  of assets.  Removal of the former  principals  of  GoProfit as
Directors of that company is also sought.

     The hearing on the  Complaint  filed by the Company is presently  scheduled
for hearing on October 9, 2000 at 9:00 a.m. before the Eighth Judicial  District
Court of Clark County, Nevada, located in Las Vegas.

     1996 DEPARTMENT OF JUSTICE ACTION. In 1996, the U.S.  Department of Justice
took action  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

                                       9
<PAGE>
was not a party of and was not named as a defendant in the indictments. However,
because the indictments  related 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 action (as disclosed in prior 10KSB filings),
have  not been  officers  or  directors  of the  Company  since  1994.  For more
information, see 10KSB's as previously filed by the Company.

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

     No matter was  submitted  during the fiscal year ended June 30, 2000,  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, 2000,  19,503,200  shares of the Company's Common Stock were
traded on the OTC Market. 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 (5) market makers which currently
make a market in the  Company's  Common  Stock.  These "pink  sheet"  quotations
reflect  inter-dealer  reported  bid  prices,  and  may or may  not  necessarily
represent actual transactions.

                                CLOSING BID               CLOSING ASK
                           ---------------------      -------------------
1999                         HIGH         LOW          HIGH        LOW
                             ----         ---          ----        ---

        July 1
       through               6.4375      1.53125      6.46875       1.75
     September 30

      October 1
       through              1.40625       .34375         1.50     .40625
      December 1

2000

      January 3
       through                .9375        .3125            1       .375
       March 31

       April 3
       through                 1.47       .28125       1.5625     .34375
       June 30

     As of June 30, 2000, there were  approximately 715 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

                                       10
<PAGE>
shareholders  of the Series A  Preferred  Stock,  to exchange  these  shares 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. Dividends were left outstanding.

     Of the eighteen thousand (18,000) shares of Series B convertible  preferred
stock  held  by  Dingaan  Holdings,  SA  ("Dingaan"),   an  affiliate,   Dingaan
transferred  all of its  shares  to Derby  Holdings  Group,  Limited  ("Derby").
Subsequently, Derby converted a number of the Class B preferred stock.

     From March 9, 1999 to August 25, 2000,  such  transactions  were made,  and
Derby  has  been  issued  a  total  of  Three  Million  Three  Hundred  Thousand
(3,300,000) 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.  Through its  lawsuit  against  GoProfit,  the
Company is attempting to retrieve the shares issued.

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

RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

     In April 1999,  the Company  acquired all of the common stock of GoProfit a
development  stage company in the process of developing an internet web site and
financial search engine.  The Company included the expenses of GoProfit.com from
April through June 1999 in the fiscal year ended June 30, 1999. In July 1999 the
management  of  GoProfit.com  issued  shares to  employees  and officers and the
Company's  ownership  in  GoProfit  dropped  to 37 %. At such  time the  Company
accounted  for the  investment  in GoProfit on the equity method , therefore the
general and  administrative  expenses  in fiscal  2000 do not  include  GoProfit
expenses and comparability between the two years is compromised.

     The Company had a net loss of  $(943,011) in the fiscal year ended June 30,
2000 as compared to a net loss of  ($626,210)  in the fiscal year ended June 30,
1999.  The  difference of ($320,000) in net loss in the year ended June 30, 2000
versus 1999 is due mostly to the write off of the Tru-Tel note of ($261,000) and
the  decrease  of  profitability.  The loss  incurred  in the  write  off of the
investment in GoProfit of ($213,000),  and the loss from  GoProfit's  operations
included in the 1999  figures  are nearly  equal.  The net loss from  continuing
operations  for the fiscal year 2000 was  ($589,285),  as compared to ($703,663)
for  the  fiscal  1999.  The  increase  in  operating  activities  is due to the
fine-tuning of operations as revenues and cash reserves have declined. Precision
Plastics had losses of ($337,009) in the year 2000 verses ($240,340) in 1999.

     Interest  income  decreased to $3,667 in fiscal 2000 as compared to $35,919
in the fiscal year ended June 30, 1999,  due to diminishing  cash balances.  The
Plastics  operations  generated  revenues of $689,000 during 2000 as compared to
$1,367,000 for fiscal 1999. The decrease in sales of $678,000 was due in part to
the loss of a major  customer.  The major  customer  provided a large  volume of
work,  however,  due to the rework and small  margin  received  on the work very
little  profit was  realized.  The gross  margin  for the  fiscal  year 2000 was
approximately  16% verses 23% in 1999.  The decrease in margin is  attributed to
the decrease in sales yet maintaining the same amount of manufacturing  overhead
and depreciation on the machinery.

     The Company's selling, general and administrative expenses decreased by 31%
to $694,113  for the fiscal year 2000 as compared to  $1,008,333  for the fiscal
year ended June 30, 1999.  The decrease is due to the  elimination of GoProfit's
administrative  expenses  of  approximately   ($122,000)  and  the  decrease  in
operating activities for both companies in fiscal 2000.

                                       11
<PAGE>
     The Company's future result of operations may be materially affected due to
the recent legal action taken against  GoProfit.com.  The plastics operations is
expected to increase in fiscal 2001,  due to contracts in place at year end. The
Company  anticipates  that in the fiscal  year ending  June 30,  2001,  that the
operations  in  the  plastics   industry   will  be  expanded  with   additional
acquisitions and growth.

     LIQUIDITY AND CAPITAL  RESOURCES.  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  oversees  the
investments in its subsidiaries.

     At June 30,  2000,  the Company had cash and cash  equivalents  of $125,049
compared  to cash and cash  equivalents  of  $210,035  at June  30,  1999.  This
decrease of approximately  ($85,000) resulted from the elimination of ($107,336)
of  GoProfit's  cash at the time of  elimination  of GoProfit as a  consolidated
subsidiary,  the loss of cash in operations of approximately  ($200,000) and the
receipt of cash from Precision's issuance of stock for cash of $240,000.

     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.

     Principal  uses of working  capital will include  payment of the  Company's
general  and  administrative  expenses  and  inventory.  There is  currently  no
requirement to pay accrued and unpaid  dividends on its  previously  outstanding
shares of Series A 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, and payments of these dividends have been made quarterly
during the year, and will continue to be due quarterly.

     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, 2000 and 1999".

     THE FOREGOING ARE FORWARD-LOOKING  STATEMENTS 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.

                                       12
<PAGE>
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.

     On July 31, 2000, 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, 34, 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  Molding,  Inc., a subsidiary of the Company.  Mr.  Westfere
presently  works  part  time for the  Company,  and for  Precision,  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,  38, 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,
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 $850 per  month  for  compilation
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.

                                       13
<PAGE>
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, 2000, 1999 and 1998 .

<TABLE>
<CAPTION>
                                                         Annual Compensation
                                          -------------------------------------------------
Name and Principal Positions     Year     Salary        Bonus     Other Annual Compensation
----------------------------     ----     ------        -----     -------------------------
<S>                              <C>      <C>          <C>               <C>
David Westfere, President (1)    2000     $76,000(5)   $  0.00           $ 9,496(2)
                                 1999     $38,400      $10,000           $19,994(3)
                                 1998     $36,800      $  0.00           $51,787(4)

Todd D. Chisholm                 2000     $  0.00      $  0.00           $  0.00
                                 1999     $  0.00      $10,000           $  0.00
                                 1998     $  0.00      $  0.00           $  0.00
</TABLE>

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

(2)  During  Fiscal 2000,  the Company paid  $5,654.36 in Medical  Insurance and
     $3,841.94 in other employee benefits.

(3)  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.

(4)  During  fiscal year 1998,  the Company  paid health  insurance  premiums of
     $5,920 for Mr.  Westfere  and his family.  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.

(5)  Includes $46,000 as salary for the position of President of the Company and
     $30,000 as President of Precision.

     No  executive  officer  of  the  Company  received  compensation  exceeding
$100,000 for the fiscal years ended June 2000, 1999 and 1998.

     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:

                                       14
<PAGE>
                                                            Amount and Nature of
    Name and Address of Beneficial Owner                    Beneficial Ownership
    ------------------------------------                    --------------------
             Oak Holdings, Inc.                                 2,500,000 (1)
               Apartado 63685
         Panama, Republic of Panama

                 Cede & Co.                                     4,458,185 (2)
                P.O. Box 222
           Bowling Green Station
          New York, New York 10274

              Todd D. Chisholm                                     15,000
              P.O. Box 540216
        North Salt Lake, Utah 84054

               David Westfere                                      10,000
             105 E. Ellis Drive
              Tempe, AZ 85282

   Directors and Executive Officers as a Group                     25,000
                 (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  27, 2000,  the Company had  outstanding  14,700  shares of
Series B Preferred  Stock,  all of which shares are now owned of record by Derby
Holding Group ("Derby")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 Derby 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 $850 per month for  compilation  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.

                                       15
<PAGE>
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                     Reference
-----------                 ----------------------                     ---------

  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

  10.10       Preferred Stock Exchange Agreement  Dingaan/DEI              *3

  10.11       Stock Purchase Agreement - GoProfit.Com, Inc.                *4

                                       16
<PAGE>
Exhibit No.                 Description of Exhibit                     Reference
-----------                 ----------------------                     ---------

  10.12       Correction Agreement - GoProfit.Com, Inc.                    *4


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

  27          Financial Data Schedule                             Filed herewith

-------------
*      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.

*4     Incorporated  by reference to the exhibits  filed with the Company's 1999
       annual report on Form 10-KSB (Commission File No. 0-24138) filed with the
       Securities and Exchange Commission on October 13, 1999.

                                       17
<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 13, 2000


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

Date: October 13, 2000

                                       18
<PAGE>
                             DIAMOND EQUITIES, INC.

                              FINANCIAL STATEMENTS
                    Including the accounts of its subsidiary

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
Independent Auditors' Report                                             F-1

Consolidated Balance Sheet -- June 30, 2000                              F-2

Consolidated Statements of Operations for the years ended June 30,
2000 and 1999                                                            F-3

Consolidated Statement of Stockholders' Equity for the years ended
June 30, 2000 and 1999                                                   F-4

Consolidated Statements of Cash Flows for the years ended June 30,
2000 and 1999                                                         F-5 - F-6

Notes to Consolidated Financial Statements                            F-7 - F-15

                                       19
<PAGE>
                          Independent Auditors' Report

The Board of Directors and Shareholders of
Diamond Equities, Inc.

We have audited the accompanying consolidated balance sheet of Diamond Equities,
Inc. including the accounts of its subsidiary,  Precision Plastics Molding, Inc.
as of June 30, 2000,  and the related  consolidated  statements  of  operations,
stockholders'  equity,  and cash flows for the year ended June 30,  2000.  These
financial   sare  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  The financial  statements of Diamond  Equities,  Inc, for the period
ended June 30, 1999, were audited by other auditors whose report dated September
16, 1999, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Diamond Equities,
Inc., including the accounts of its subsidiary as of June 32000, and the results
of  operations  and cash flows for the period ended June 30, 2000, in conformity
with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
consolidated  financial  statements,  the  Company has  accumulated  losses from
operations and declining  revenue that raise substantial doubt about its ability
to continue as a going concern.

Management's  plans in regard to these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                        /s/ Mantyla McReynolds

                                        MANTYLA McREYNOLDS

Salt Lake City, Utah
August 4, 2000

                                      F-1
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2000

                                     ASSETS
CURRENT ASSETS
  Cash & cash equivalents - Notes 2 & 4                             $   125,049
  Accounts receivable (net of allowance $9,960 ) - Note 15               83,607
  Interest receivable                                                     3,281
  Note receivable- Note 5                                                15,750
  Inventory - Notes 2 & 7                                                98,581
                                                                    -----------
      TOTAL CURRENT ASSETS                                              326,268

PROPERTY AND EQUIPMENT - NOTE 8
  Property and equipment                                              1,044,724
  Less: Accumulated depreciation                                       (426,768)
                                                                    -----------
      NET PROPERTY AND EQUIPMENT                                        617,956

OTHER ASSETS

  Deposits                                                                6,750
                                                                    -----------
      TOTAL OTHER ASSETS                                                  6,750
                                                                    -----------
      TOTAL ASSETS                                                  $   950,974
                                                                    ===========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $   143,549
  Accrued liabilities                                                    56,443
  Accrued preferred dividends - Note 14                                  17,784
  Current portion of capital leases payable - Note 21                     2,091
                                                                    -----------
      Total Current Liabilities                                         219,867

Long-Term Liabilities
  Capital leases payable - Note 21                                        4,378
  Less current portion of capital leases                                 (2,091)
                                                                    -----------
      Total Long-Term Liabilities                                         2,287
                                                                    -----------
      Total Liabilities                                                 222,154

Minority Interest                                                       231,258

STOCKHOLDERS' EQUITY - Note 14
  Preferred stock A -- 6%, $.001 par value, convertible,
   18,000 shares authorized, 250 issued and outstanding,
   liquidation preference of $ 250,000                                        1
  Preferred stock B -- convertible, 18,000 shares
   authorized, 15,194 shares issued and outstanding                   1,708,684
  Capital stock -- 50,000,000 shares authorized,
   $.001 par value; 8,280,099 shares issued and outstanding               8,280
  Additional paid-in capital                                          3,606,391
  Deficit accumulated during the development stage                   (4,825,794)
                                                                    -----------
      Total Stockholders' Equity                                        497,562
                                                                    -----------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                      $   950,974
                                                                    ===========

                 See accompanying notes to financial statements

                                       F-2
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
            CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                             JUNE 30, 2000 AND 1999

                                                        YEAR            YEAR
                                                        ENDED           ENDED
                                                       6/30/00         6/30/99
                                                     -----------    -----------

Revenues - Note 1                                    $   689,289    $ 1,368,510
 Cost of sales                                           584,461      1,063,840
                                                     -----------    -----------
      GROSS PROFIT                                       104,828        304,670

 Marketing, general and administrative                   694,113      1,008,333
                                                     -----------    -----------
  Total Operating Expenses                               694,113      1,008,333
                                                     -----------    -----------
      NET LOSS FROM OPERATIONS                          (589,285)      (703,663)

Other Income/(Expense)
  Interest income                                    $     3,667    $    35,919
  Interest expense                                       (11,937)       (63,665)
  Other income                                            23,696         15,300
  Loss from write off of investments - Note 9           (212,906)
  Loss from write off of note - Note 5                  (261,000)
  Loss on legal settlement                                              (22,452)
  Loss on sale of asset                                                 (12,861)
                                                     -----------    -----------
      TOTAL OTHER INCOME/(EXPENSE)                      (458,480)       (47,759)
                                                     -----------    -----------
      NET LOSS FROM CONTINUING OPERATIONS BEFORE
       MINORITY INTEREST AND EXTRAORDINARY ITEM       (1,047,765)      (751,422)

Minority Interest                                        104,754         76,588
                                                     -----------    -----------
      NET LOSS FROM CONTINUING OPERATIONS
       BEFORE EXTRAORDINARY ITEM                     $  (943,011)   $  (674,834)

EXTRAORDINARY ITEM
  Debt forgiveness income                                      0         48,624
                                                     -----------    -----------
      LOSS FROM CONTINUING OPERATION                    (943,011)      (626,210)
                                                     -----------    -----------
      NET LOSS                                       $  (943,011)   $  (626,210)
                                                     ===========    ===========
BASIC NET LOSS PER COMMON SHARE
  Continuing operations before extraordinary item    $     (0.12)   $     (0.13)
  Extraordinary item                                        0.00           0.01
                                                     -----------    -----------
      TOTAL                                          $     (0.12)   $     (0.12)
                                                     ===========    ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING             8,074,265      5,161,715
                                                     ===========    ===========

                 See accompanying notes to financial statements

                                       F-3
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
               FOR THE YEARS ENDED JUNE 30, 2000 AND JUNE 30, 1999

<TABLE>
<CAPTION>
                                                                         PREFERRED STOCK
                                  COMMON STOCK                  ----------------------------------
                                ---------------    ADDITIONAL     SERIES A          SERIES B
                                SHARES   COMMON     PAID-IN     --------------  ------------------     ACCUMULATED
                                ISSUED    STOCK     CAPITAL     SHARES  AMOUNT  SHARES      AMOUNT       DEFICIT         TOTAL
                                ------    -----     -------     ------  ------  ------      ------       -------         -----
<S>                           <C>        <C>      <C>            <C>     <C>    <C>      <C>           <C>            <C>
BALANCE, JULY 1, 1998         4,666,099  $ 4,666  $ 2,582,282       0    $ 0    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 for the year ended
  June 30, 1999                                                                                           (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

Conversion of Series B          600,000      600       59,986                     (600)      (60,586)                           0

Stock issued to settle suit      14,000       14      114,780                                                             114,794

Conversion of Series B          300,000      300       29,993                     (300)      (30,293)                           0

Cancelled Series A                                   (100,000)   (100)     0                                             (100,000)

Adjustment to equity
  method for GoProfit
  minority interest                                  (628,434)                                                           (628,434)

Conversion of Preferred
  dividends to Series B
  Preferred stock                                                                  194       194,023                      194,023

Preferred dividends                                                                                        (17,481)       (17,481)

Net loss for the year ended
  June 30, 2000                                                                                           (943,011)      (943,011)
                              ---------  -------  -----------    ----    ---   -------   -----------   -----------    -----------

BALANCE, JUNE 30, 2000        8,280,099  $ 8,280  $ 3,606,391     250    $ 1    15,194   $ 1,708,684   $(4,825,794)   $   497,562
              === ====        =========  =======  ===========     ===    ===    ======   ===========   ===========    ===========
</TABLE>

                 See accompanying notes to financial statements

                                       F-4
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
                                                                YEAR ENDED       YEAR ENDED
                                                                 6/30/00          6/30/99
                                                                ---------        ---------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                      $(943,011)       $(626,210)
  Minority interest net loss                                     (104,754)         (76,588)
  Adjustments to reconcile net income to
   net cash provided by operating activities:
   Depreciation and amortization                                  215,378          220,826
   Allowance on note and accounts receivable                       (3,646)               0
   Forgiveness of debt                                                  0          (48,624)
   Gain on disposal of equipment                                        0          (12,861)
   Loss in investment                                             300,186                0
   Loss on legal settlement                                             0           22,452
   Notes receivable forgiven as compensation for services               0           20,000
   Decrease/(increase) in accounts receivable                     118,477           37,160
   Increase/(decrease) in accounts payable                        (68,205)          42,236
   Increase/(decrease) in other current liabilities                (5,166)          53,936
   Decrease/(increase) in deposits                                  1,000                0
   Decrease/(increase) in interest receivable                      12,658          (14,355)
   Decrease/(increase) in inventories                              85,562          (95,175)
   Decrease/(increase) in other assets                            195,893          (24,950)
   Increase/(decrease) in deferred income                          (8,809)           8,809
   Decrease/(increase) in prepaid expenses                          6,628          (32,633)
                                                                ---------        ---------
       NET CASH USED FOR OPERATING ACTIVITIES                    (197,809)        (525,977)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property, machinery and equipment                   (17,839)        (371,294)
  Cash loaned for notes receivable                                      0         (209,800)
  Payments received on notes receivable                           200,000          109,800
  Redemption (purchase) of certificates of deposits                     0          505,404
  Purchase of business assets net of cash acquired                      0         (346,429)
  Proceeds on liquidation of other assets                               0           42,987
  Cash committed and paid under investment agreement                    0         (100,000)
                                                                ---------        ---------
       NET CASH USED FOR INVESTING ACTIVITIES                     182,161         (369,332)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings on lines of credit                                     0         (250,200)
  Payments on notes payable                                      (165,000)        (110,885)
  Issuance of Preferred Series A 6% Cumulative stock                    0          350,000
  Minority accrual of preferred dividends                          (1,119)               0
  Proceeds from stock issued by subsidiary                        240,000          618,250
  Payment of dividends                                             (2,448)            (628)
  Principal payments on leases                                    (33,435)        (101,424)
                                                                ---------        ---------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                   37,998          505,113
                                                                ---------        ---------
       NET INCREASE/(DECREASE) IN CASH                             22,350         (390,196)

BEGINNING CASH AND CASH EQUIVALENTS                               210,035          600,231
                                                                ---------        ---------
LESS BEGINNING CASH IN GOPROFIT                                  (107,336)
                                                                ---------        ---------
ENDING CASH AND CASH EQUIVALENTS                                $ 125,049          210,035
                                                                =========        =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Cash paid during the year for interest                         $   1,475        $  59,521
 Cash paid during the year for income/franchise taxes           $     100        $     800
</TABLE>

                 See accompanying notes to financial statements

                                       F-5
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED JUNE 30, 2000 AND 1999


NONCASH FINANCING ACTIVITIES:                              2000           1999
                                                         --------       --------
Common stock issued for debt                             $114,794       $     --

Accounts payable assumed in asset purchase                     --        176,859

Capital lease 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


                 See accompanying notes to financial statements

                                       F-6
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION

       The consolidated  financial  statements include the accounts and activity
       of  Diamond  Equities,  Inc.  (the  "Company")  and  its  majority  owned
       subsidiary Precision Plastics Molding, Inc. (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.  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  majority  owned  subsidiary,
       Precision  Plastics  Molding,  Inc.,  purchased  the  assets of a plastic
       injection  molding  business.  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  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. By June 30, 2000 the
       Company's  ownership in GoProfit dropped to approximately 37%. Due to the
       decreased ownership in GoProfit the company switched to the equity method
       of  accounting  for the  investment.  Thus,  the  accompanying  financial
       statements  do not include the  consolidated  accounts of  GoProfit.  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.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       CASH AND CASH EQUIVALENTS

       Includes  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  recognition  of
       deferred  income taxes be measured by the  provisions of enacted tax laws
       in effect at the date of financial statements.

                                       F-7
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)

       PROPERTY, MACHINERY AND EQUIPMENT

       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.  Expenditures  for maintenance and repairs are
       charged to expense as incurred.

       REVENUE RECOGNITION

       The Company recognizes revenue upon shipment of product.

       ADVERTISING EXPENSES

       The Company expenses advertising costs as incurred.  Advertising expenses
       were  $1,796 and  $16,884  for the years  ended  June 30,  2000 and 1999,
       respectively.

       FINANCIAL INSTRUMENTS

       Financial  instruments  consist primarily of 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.

       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.  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, 2000 and 1999.

                                       F-8
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 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
       and used by the investee to pay agreed upon  expenditures.  During fiscal
       year 2000 the  investee  company  defaulted  on the note.  The  Company's
       ownership  in the  investee  company  was  transferred  to a third  party
       creditor.  The Company was obligated to disburse the funds to pay for the
       expenses  of the  investee  company  and had no  further  obligations  or
       ownership interest in the investee.

NOTE 4 CASH AND CASH EQUIVALENTS

       The Company  maintains  cash  balances at banks in Arizona.  Accounts are
       insured by the Federal Deposit Insurance  Corporation up to $100,000.  At
       June 30, 2000, the Company's uninsured bank balances total $2,847.

NOTE 5 NOTE RECEIVABLE

       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.  No
       payments  had been  received  on the note  through  June 30, 1998 and the
       Company  commenced legal  proceedings to collect the amount. 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.  During fiscal year 2000
       the  company  determined  that  the  note  was  uncollectable   therefore
       management  wrote  the note  off to bad debt  expense  in the  amount  of
       $261,000.

       In July 1997 the company made two loans for a total of $15,750 with terms
       of 12 months and an interest  rate of 9.5% per annum.  The  original  due
       dates  were in July  1998.  The  maturity  dates  have been  extended  to
       December 2000. Interest receivable has been accrued through June 30, 2000
       in the amount of $3,281.

NOTE 6 LIQUIDITY

       The Company has  accumulated  losses  through June 30, 2000  amounting to
       $4,825,794,  and has  experienced a significant  decrease in revenue from
       the prior year. These factors raise substantial doubt about the Company's
       ability to continue as a going concern.

       Management  plans include  increasing  revenue through a joint venture in
       its subsidiary  and raising  capital as needed (see NOTES 18 and 19). The
       financial  statements  do not include any  adjustments  that might result
       from the outcome of this uncertainty.

                                       F-9
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 7 INVENTORIES

       Inventories consist of the following at June 30, 2000:

       Raw Materials                             $  35,887
       Work in Process                                 -0-
       Finished Goods                               62,694
                                                 ---------
            Total Inventory                      $  98,581
                                                 =========

NOTE 8 PROPERTY, MACHINERY AND EQUIPMENT

       Property,  machinery and  equipment  consist of the following at June 30,
       2000:

                                                      ACCUMULATED
                                        COST         DEPRECIATION    NET VALUE
                                        ----         ------------    ---------
       Equipment                      $  914,478       $345,758       $568,720
       Leasehold
       improvements                       51,634         32,988         18,646
       Furniture and fixtures             41,217         25,870         15,347
       Office equipment                   36,145         21,353         14,792
       Vehicles                            1,250            799            451
                                      ----------       --------       --------
            TOTALS:                   $1,044,724       $426,768       $617,956
                                      ==========       ========       ========

       Depreciation  expense  for the  years  ended  June 30,  2000 and 1999 was
       $215,378 and $220,826, respectively.

NOTE 9 BUSINESS ACQUISITIONS

       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
       (see NOTE 11),  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. The acquisition was
       recorded under the purchase method of accounting.  The aggregate purchase
       price of $1,222,911 was 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.  The operating
       results  for  fiscal  year 2000 have been  included  in the  consolidated
       financial statements.

                                      F-10
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 9 BUSINESS ACQUISITIONS (CONTINUED)

       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
       an  Internet  web site and  financial  search  engine  for the  Internet.
       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.  Through  the end of fiscal  year 2000,  GoProfit  issued
       additional  shares to outside  investors,  thus  reducing  the  Company's
       ownership to approximately  37%. The reduced ownership  percentage during
       fiscal year 2000  required  the  Company to account  for this  investment
       under the equity method. Due to losses incurred by GoProfit,  the Company
       determined  there was no remaining  value and wrote off its investment of
       $195,893 as of June 30, 2000.

       The founders and principals of GoProfit have asserted  claims against the
       Company to remove restrictions from the common stock previously issued to
       the  founders  and  principals.  The Company may have a valid  rescission
       claim against the founders and  principals  of GoProfit.  As of August 8,
       2000 there hasn't been any action taken on either part.

       The Company has also  written off a minority  investment  in a motorcycle
       company which had a book value of $17,013.

NOTE 10 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.

NOTE 11 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.

                                      F-11
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 12 INCOME TAXES

       The Company has the following temporary differences and loss carryforward
       amounts as of the balance sheet date. The timing difference multiplied by
       the estimated  tax rate,  for the period the  temporary  differences  are
       expected to reverse, becomes a deferred tax asset or liability.

             DESCRIPTION                                      TAX           RATE
             -----------                                      ---           ----
        Net operating loss (expires
          through 2020)                   $ 3,575,012      $ 1,501,505      42%
        Valuation allowance                                 (1,501,505)     42%
                                                           -----------
        Deferred tax asset 6/30/2000                       $         0
                                                           ===========

       The allowance  has increased  $514,248 from $987,257 as of June 30, 2000.
       For  the  years  ending  June  30,  2000  and  1999  the  Company  had no
       significant  income tax expense or liability as a result of net operating
       losses  incurred.  Currently,  there is no reasonable  assurance that the
       Company will be able to take  advantage of deferred tax assets,  thus, an
       offsetting allowance has been established for the deferred asset.

NOTE 13 OPERATING LEASE

       The Company leases its operations  facility under an operating lease that
       expired in July 1999. The rental  agreement has been month to month since
       July 1999.  Rent expense  under the lease was  approximately  $83,874 and
       $86,000 for the years ended June 30, 2000 and 1999.

NOTE 14 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 Company  cancelled 100 shares of the Series A Preferred  Stock
       during  the year  ended June 30,  2000.  The  Series A has a  liquidation
       preference of $250,000.  The shares 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.

       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.

       During the year ended June 30, 2000, the Company  converted 900 shares of
       the Series B Preferred  Stock into 900,000  shares of common  stock.  The
       Company  accrued  dividends  of  $15,000  for the  year on the  Series  A
       Preferred Stock; the balance due as of June 30, 2000 is $17,784.

       In prior years,  the Company  accrued  $194,023 in  preferred  dividends.
       Effective June 30, 2000,  those dividends were converted to 194 shares of
       Class B Preferred Stock.

       COMMON STOCK

       For the year ended June 30, 1999,  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.

                                      F-12
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 14 STOCKHOLDERS' EQUITY (CONTINUED)

       COMMON STOCK (CONTINUED)

       For the year ended June 30, 2000,  the Company  issued  14,000  shares of
       common  stock in  settlement  of a note  payable  that the Company was in
       default to the prior owner of the Precision Plastics subsidiary.

       The  Company   reclassified  the  minority   interest  in  GoProfit  from
       additional paid in capital to the minority interest.

NOTE 15 CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

       Financial   instruments   that   potentially   subject   the  Company  to
       concentrations  of  credit  risk  are  primarily   accounts   receivable.
       Approximately $53,000 of the accounts receivable balance at June 30, 2000
       is due from two significant customers. Approximately 52% of the Company's
       revenue for the year ended June 30, 2000 was derived from two  customers,
       including 27% and 25% from each customer.

NOTE 16 EMPLOYEE STOCK OPTION PLAN

       Precision  Plastics Molding,  Inc., adopted an employee stock option plan
       in June 1998  pursuant to which  options may be granted to key  employees
       and/or officers who are selected by the Board of Directors.  The exercise
       price of the options granted through the Plan are 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 Plan
       allows granting of up to 2,400,000  shares of Precision  common stock. As
       of June 30, 2000,  1,500,000  options have been granted and exercised for
       services valued at $60,000.  No other options have been granted under the
       Plan.

NOTE 17 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 has agreed to pay $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

       $0 and $33,000 under this agreement  during the years ended June 30, 2000
       and 1999,  respectively.  The Company has recorded approximately $46,667,
       due under this obligation in accrued liabilities.

       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
       $20,960 and $34,983 to the officer's  accounting firm for the years ended
       June 30, 2000 and 1999, respectively.

                                      F-13
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 18 COMMITMENTS AND CONTINGENCIES

       On June 15, 1998,  Precision entered into an employment agreement with an
       employee for an initial term of three years.  The agreement was renewable
       for additional three year terms,  however, in November 1999, the employee
       released Precision from the contract.

       Precision entered into another  employment  agreement on July 1, 1998 for
       an initial term of three years.  The employee is to receive a base salary
       of $40,000 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.

       On June 26, 2000 the Company  entered into a joint  venture with National
       Plastics,  Inc. in which  National  Plastics  will  provide  molds to the
       Company to manufacture the parts. The joint venture will remain in effect
       until December 31, 2001.

NOTE 19 SUBSEQUENT EVENT

       On June 12, 2000 the  Company  authorized  the sale of 100,000  shares of
       common stock that it currently holds in Precision Plastics Molding.  This
       private  placement  valued  the  shares at $0.25 per share for a total of
       $25,000. The money was received on July 7, 2000.

NOTE 20 SEGMENT INFORMATION

       The Company was operating in one business  segment at June 30, 2000.  The
       Company  operates a plastics  injection  molding  operation  through  its
       Precision  Plastics  subsidiary.  The  parent  Company  has  no  business
       operations  that generate  revenue.  However,  the parent  Company incurs
       expenses as it seeks additional business opportunities.

                                    PRECISION         PARENT            TOTAL
                                    ---------        ---------        ---------
        Revenues                    $ 689,288        $       0        $ 689,288
        Segment loss                 (232,255)        (660,533)        (892,788)
        Total assets                  906,413           44,561          950,974
        Capital expenditures           13,931            3,908           17,839
        Depreciation                $ 208,514        $   6,864        $ 215,378

                                      F-14
<PAGE>
                             DIAMOND EQUITIES, INC.
                    Including the accounts of its subsidiary
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

NOTE 21 CAPITAL LEASE

       The Company leases office equipment under capital leases expiring through
       June 2002.  The following  presents  future  minimum lease payments under
       capital lease by year and the present value of minimum lease  payments as
       of June 30, 2000:

                YEAR ENDED JUNE 30, 2000
                ------------------------
                          2001                             $ 2,400
                          2002                               2,400
                                                           -------
        Total minimum lease payments                         4,800
        Less amount representing interest                      422
                                                           -------
        Present value of minimum lease                       4,378
          payments

        Current portion                                      2,091
        Long-term portion                                  $ 2,287

                                      F-15