UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
January 30, 2002
Date of Report
(Date of earliest event reported)
DIVERSIFIED RESOURCES GROUP, INC.
(Exact name of registrant as specified in its charter)
Utah 0-30492 84-0771180
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
355 Interstate Blvd.
Sarasota, Florida 34240
(Address of Principal Executive Offices)
(941) 923-1949
(Registrant's Telephone Number)
--------------------------
(Former Name or Former Address if changed Since Last Report)
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Item 1. CHANGES IN CONTROL OF REGISTRANT
On January 30, 2002 Diversified entered into an Agreement and Plan of Exchange
(the "Agreement" or the "Plan") with Mark Daniels ("Mr. Daniels"). Effective
January 30, 2002, in accordance with the Agreement, Diversified Resources Group,
Inc. ("Diversified") acquired all of the outstanding stock of AeroGroup
International Corporation, a Florida corporation ("AeroGroup"), in exchange for
common stock of Diversified, and Mr. Daniels acquired control of Diversified.
For a more detailed description of this transaction, see Item 2 of this Current
Report on Form 8-K.
The consideration paid by Mr. Daniels for his controlling interest in
Diversified was 100% of the issued and outstanding common stock of AeroGroup,
which Mr. Daniels owned prior to the transaction. After consummation of the
transaction, Mr. Daniels owns directly 50,500,000 shares, or 65.7%, of
Diversified's outstanding common stock. In addition, pursuant to the Agreement,
Mr. Daniels was appointed president and chairman of the board of Diversified and
has the present right to appoint a majority of the directors of Diversified.
If AeroGroup meets all of the performance milestones provided for in the
Agreement, with Diversified, Mr. Daniels will own 400,00,000 shares of
Diversified's common stock, potentially representing 80.0% of the outstanding
common stock.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 30, 2002, Diversified entered into the Agreement with Mr. Daniels. In
accordance with the Agreement, Diversified acquired AeroGroup in exchange for
common stock of Diversified, and Mr. Daniels acquired control of Diversified.
Pursuant to the Agreement, Mr. Daniels has the present right to appoint a
majority of the directors of Diversified.
AeroGroup is a Florida Aeronautical/defense start-up company organized for the
principal purpose of providing airplanes and pilots to the United States Armed
Forces for training exercises and other support functions. Under the Agreement,
Diversified acquired all of the outstanding common stock of AeroGroup, and
Diversified issued 50,500,000 shares of its common stock to Mr. Daniels. In
addition, 349,500,000 shares and will be released to Mr. Daniels upon the
achievement of certain milestones relating to the acquisition of airplanes and
achievement of certain forecasted financial performance levels.
In addition, Tampa Bay Financial, Inc., a Florida corporation affiliated with
Diversified prior to the transaction, has agreed, it will provide $1,500,000 in
financing to Diversified by the purchase of 50,500,000 restricted shares of
Diversified's common stock. Tampa Bay Financial is obliged to purchase the stock
under a promissory note requiring the achievement of milestones relating to the
acquisition of airplanes that will result in the release to Mr. Daniels of
additional stock under the Agreement.
The combination of these entities was treated as a reverse merger for accounting
purposes, with AeroGroup becoming a wholly-owned subsidiary of the Registrant on
closing.
By virtue of (i) the percentage of Diversified acquired under the Plan by the
AeroGroup Stockholder; (ii) the provisions of the Plan that provided for the
election of the AeroGroup Stockholder to the Board of Directors and as the CEO
of Diversified; and (iii) the granting to the AeroGroup Stockholder of an
irrevocable proxy to vote the shares of the Registrant owned by Mr. Daniels, who
may be deemed to be the beneficial owner of 65.7% of the post-Plan outstanding
securities of Diversified, on all matters that relate to the technical
development, manufacturing and marketing of any products covered by the
operating leases for aircraft that were the sole assets of AeroGroup, this Plan
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may be deemed to have involved a "change of control," even though Mr. Smith
remains as one of the five present directors of Diversified.
The source of the consideration used by the AeroGroup Stockholder to acquire his
interest in Diversified was the exchange of 100% of the outstanding securities
of AeroGroup.
The basis of the "control" by the AeroGroup Stockholder is stock ownership, and
his services as a member of the Board of Directors and as the CEO of Diversified
and appointment of the other three directors.
A copy of the Plan, including all material exhibits and related instruments,
accompanies this Report, which, by this reference, is incorporated herein; the
foregoing summary is modified in its entirety by such reference. See Item 7,
Exhibit 2.
(b)(i) To the knowledge of management and based upon a review of the stock
ledger maintained by Diversified's transfer agent and registrar, the following
table sets forth the beneficial ownership of persons who owned more than five
percent of Diversified's common stock prior to the closing of the Plan, and the
share holdings of the then members of management:
Name Positions Held Shares Owned %
Vikki C. Cook Stockholder 5,856,186 22.1%
Carl L. Smith President, Director 0 0%
Matthew A. Veal CFO, Secretary & Director 120,000 0.5%
O Howard Davidsmeyer Director 828,290 3.14%
TOTALS: 6,804,476 25.79%
(b)(ii) To the knowledge of management and based upon a review of the stock
ledger maintained by Diversified's transfer agent and registrar, the following
table sets forth the beneficial ownership of persons who owned more than five
percent of Diversified's common stock following the closing of the Plan, and the
share holdings of the new members of management:
Name Positions Held Shares Owned %
Vikki C. Cook Shareholder 5,856,186 7.6%
Mark Daniels President/Director 50,500,000 65.7%
Christopher R. Beck Director 0 0%
Fred Daniels Director 0 0%
Victor Miller Director 0 0%
TOTALS: 56,356,186 73.3%
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Item 2. Acquisition or Disposition of Assets.
(a) See Item 1.
The consideration exchanged under the Plan was negotiated at "arms length," and
the directors of Diversified used criteria used in similar uncompleted proposals
involving Diversified in the past, including the relative value of the assets of
Diversified in comparison to those of AeroGroup; AeroGroup's present and past
business operations; the future potential of AeroGroup; its management; and the
potential benefit to the stockholders of Diversified. The directors determined
that the consideration for the exchange was reasonable, under these
circumstances.
No director, executive officer or five percent or more stockholder of the
Registrant had any direct or indirect interest in AeroGroup or the AeroGroup
Stockholder prior to the completion of the Plan; however, Tampa Bay Financial,
Inc., a party to the agreement had advanced $375,000 to affiliates of Mr.
Daniels prior to the transaction.
(b) The airplane leases that were the sole assets of AeroGroup, had only
recently commenced principal operations. Diversified is a successor to and
intends to continue the business operations intended to be conducted by
AeroGroup.
AeroGroup intends to acquire additional airplanes from Mr. Daniels and other parties.
The target markets for AeroGroup's services include the United States military,
and under certain circumstances, other military and civilian uses. The number of
competitors is known to be very few, however, with the potential for increase in
defense budgets in the coming year, it is anticipated that additional
competitors may enter the market.
MANAGEMENT
Directors and Executive Officers.
The members of the Board of Directors of AeroGroup serve until the next annual
meeting of stockholders or until their successors have been elected and
qualified. The officers serve at the pleasure of the Board of Directors. The
following are the new directors and executive officers of AeroGroup:
Name Position Held Positions Since
Carl L. Smith Director March 5, 1999
Mark Daniels Director, President January 31, 2001
Secretary
Christopher R. Beck Director January 31, 2001
Victor Miller Director January 31, 2001
Fred Daniels Director January 31, 2001
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AEROGROUP INTERNATIONAL CORPORATION
EXECUTIVE BIOS:
Mark Daniels, Chairman - CEO: Mark has been the CEO of an international
investigative consulting firm over the past 12 years, working with U.S.
Government Agencies and numerous Foreign Governments. Mark brings a wealth of
knowledge in governmental policy and procedure. For the last few years Mark has
formed, organized and driven what is now AeroGroup International Corporation
into a viable company to fulfill the business case of outsourcing commercial
companies to support the U.S. Military. He has been instrumental in acquiring
the permits and licenses for purchasing and operating AeroGroup's Tactical Jet
Fighters. He has an extensive background in negotiating contracts, along with
financial and legal aspects of governmental and commercial business. Mark is an
inventor of numerous patents that are directly related to utility and methods of
military type aircraft, which have now been assigned to AeroGroup.
Carl L. Smith, Director: Mr. Smith is 58 years of age. Mr. Smith is an
entrepreneur in marketing, sales and business development. Mr. Smith has served
as the CEO of DNA Print genomics, Inc. f/k/a Catalyst Communications, Inc. from
1994 to present and has served on the Board of Directors of Diversified
Resources Group, Inc. from 1994 to 1996 and from April 1999 to present. Mr.
Smith has also been Chairman of Tampa Bay Financial, Inc. from 1994 to present.
Mr. Smith served on the Board of Directors of GRG, Inc. from 1999 to 2001.
Victor Miller, Vice President and Director: Victor has over 15 years of aviation
management experience. Victor is a civilian pilot and a FAA-Federal Aviation
Administration certified licensed mechanic. Although Victor is a civilian, he
has logged many flight hours in various military high performance jet fighters.
He has served positions from maintenance director of Million Air, a nationally
known fixed base operation, to President of his own company. His last two years
have been spent working with Mark Daniels forming a viable company to fulfill
the business case of outsourcing commercial companies to support the U.S.
Military.
Christopher R. Beck, Director: Mr. Beck is a businessman with over 25 years
experience in sales, marketing and corporate management. After serving in the
United States Air Force, he began a career in the real estate industry
specializing in brokering commercial and industrial real estate sites with a
total value in excess of $100,000,000 annually. In 1985, he founded and was
Director of Acquisitions, Marketing and Sales of Beckwood Investments of
Riverside, California, which specialized in the development of custom homes. Mr.
Beck served on the Board of Directors of Diversified Resources Group, Inc. from
1999 to 2000 and also served on the Board of Directors of GRG, Inc. a publicly
traded start-up telecommunications firm from 1998 to 2000.
Fred Daniels, Director: Mr. Daniels is 61 years of age. Mr. Daniels has been
involved in aviation over 35 years, having been employed by General Dynamics,
involved with projects such as the F-111 and F-16 program. Over the past few
years he has assisted with various functions of acquiring aircraft, recently for
the benefit of AeroGroup.
Item 3. BANKRUPTCY OR RECEIVERSHIP
None.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
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Item 5. OTHER EVENTS
In connection with this transaction the Company announced it will begin
procedures to obtain shareholder approval to change its name to AeroGroup
Incorporated and increase its authorized common stock to 750,000,000 shares.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Pursuant to Diversified's Bylaws, the pre-Plan directors and executive officers
of AeroGroup were designated and elected to serve until the next respective
annual meetings of the stockholders and the Board of Directors and until their
respective successors are elected and qualified or until their prior
resignations or terminations. The Plan called for Mr. Carl Smith to continue in
service as a director. Effective on January 31, 2002, Matthew Veal and O. Howard
Davidsmeyer resigned from the Company's Board of Directors. Furthermore, Mr.
Mark Daniels, Mr. Chris Beck, Mr. Victor Miller, and Mr. Fred Daniels were
appointed to serve as directors.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Financial statements required by this Item will be filed no later than 60
days after the date of this report.
(b) Pro forma financial information.
Pro forma financial information required by this Item will be filed no
later than 60 days after the date of this report.
(c) Exhibits:
2.1 Agreement and Plan of Exchange dated January 30, 2002, by and among
Diversified Resources Group, Inc., Tampa Bay Financial, Inc., AeroGroup
International Corporation and Mark Daniels.
2.2 Promissory Note between Tampa Bay Financial, Inc. and Diversified Resources
Group, Inc.
2.3 Funding Agreement between Tampa Bay Financial, Inc. and Diversified
Resources Group, Inc.
99.1 Press Release
99.2 Shareholder's Agreement
99.3 Consent of Sole Director of AeroGroup
Item 8. CHANGE IN FISCAL YEAR
None.
Item 9. Regulation FD Disclosure.
See Exhibit 99.1.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Diversified
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 4th day of February, 2002.
Diversified Resources Group, Inc.
By:/s/ Mark Daniels
Mark Daniels,
Chief Executive Officer
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