ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On November 12, 2004, David Simon stepped down as the chief executive officer of SCHIMATIC Cash Transactions Network.com, Inc. (the "Company"). Mr. Simon continues to serve as chairman of the Company's board of directors. On November 12, 2004, Joseph Diamond was appointed as the Company's chief executive officer. Mr. Diamond is an attorney and certified public accountant with nearly four decades of expertise in intellectual property, corporate, and tax law and litigation. Mr. Diamond has been a managing partner in the Diamond Law Firm, with offices in Los Angeles, California, and Salt Lake City, Utah, since 1996. Mr. Diamond is not a director in any other reporting company and does not have any familial relationship with any of the Company's other directors or executive officers. The Company and Mr. Diamond have not yet entered into a written employment agreement related to his services as chief executive officer; however, a principal term of such an agreement, when finalized will be that the Company will issue 17,500,000 shares as directed by Mr. Diamond when such an issuance can be made consistent with the Company's articles of incorporation and bylaws. ITEM 7.01. REGULATION FD DISCLOSURE On November 2, 2004, we circulated a letter to our shareholders, a copy of which is attached as Exhibit 99.01. Any statements contained in this letter that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained therein are based on current expectations, but are subject to a number of risks and uncertainties. On December 1, 2004, we issued a public release, a copy of which is attached as Exhibit 99.02. Any statements contained in this release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained therein are based on current expectations, but are subject to a number of risks and uncertainties. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The following are filed as exhibits to this report: Exhibit Number Title of Document Location ---------- ---------------------------------------------------- ---------------- 99 Other Exhibits -------------------------------------------------------------- 99.01 Shareholder letter dated November 1, 2004 Attached 99.02 Public release dated December 1, 2004 Attached 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SCHIMATIC Cash Transactions Network.com, Inc. Date: December 8, 2004 By /s/ Joseph Diamond ------------------------------------------- Joseph Diamond, Chief Executive Officer 3