SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[x] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Information Statement
DIVERSIFIED RESOURCES GROUP, INC.
(Name of Registrant as Specified in Its Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth the
amount on which the filing fee is calculated and state how it
was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form of Schedule and the date of its filing.
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DIVERSIFIED RESOURCES GROUP, INC.
1389 General Aviation Drive
Melbourne, Florida 32935
_______________________________
INFORMATION STATEMENT
_______________________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
_______________________________
We are sending this Information Statement on or about April __, 2003,
to all common shareholders of record of Diversified Resources Group, Inc. (the
"Company") as of February 20, 2003 in connection with the authorization by the
Company's majority shareholder on February 23, 2002 of the following corporate
actions by written consent without a meeting:
1. An amendment of the Company's Articles of Incorporation to
change the name of the Company to AeroGroup Incorporated; and
2. An amendment of Company's Articles of Incorporation increasing
the authorized shares of common stock of the Company from 100,000,000 to
750,000,000 shares, $.005 par value per share.
Because the above actions have been approved by our majority
stockholder, you are not required to take any action.
The amendments to our Articles of Incorporation described above require
the affirmative vote of a majority of the outstanding shares of our common
stock. Each share of common stock is entitled to one vote on the proposed
amendments. On February 23, 2002, the date of the written consent of our
majority shareholder, there were 100,000,000 shares of our common stock issued
and outstanding. The Board of Directors recommended approval of the proposals by
the Company's shareholders. On February 23, 2002, Mark Daniels, beneficial owner
of approximately 50.5% of the Company's issued and outstanding common stock,
executed a written consent approving the proposals. Under Utah law, such written
consent is sufficient to constitute the required shareholder approval of the
proposals. Accordingly, all corporate actions necessary to authorize the
proposed amendments to the Articles of Incorporation have been taken.
This Information Statement is being sent to our shareholders in
connection with such approval, in compliance with applicable requirements of
Utah law and rules and regulations of the Securities and Exchange Commission. It
is anticipated that Articles of Amendment implementing the proposed amendments
to our Articles of Incorporation set forth in proposals 1 and 2 will be filed
with the Utah Department of Commerce on or about April __, 2003,
approximately 20 days after we have mailed this Information Statement to our
shareholders, whereupon such amendments will take effect.
PROPOSAL 1
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AMENDMENT TO ARTICLES OF INCORPORATION
TO CHANGE OUR NAME
The purpose of our proposed name change to "AeroGroup Incorporated" is
to reflect a change in the direction of the historic business of the Company to
aeronautical defense support and training services for the United States
Military. This change in direction was a result of our recent acquisition of
AeroGroup International Corporation pursuant to an Agreement and Plan of Share
Exchange. Our Board of Directors believes that this repositioning of our
principal line of business will place us in the best position for future success
and growth.
An amendment to our Articles of Incorporation is required to change our
name. Based upon the recommendation of our Board of Directors, our majority
shareholder, Mark Daniels, approved our name change by written consent without a
meeting on February 23, 2002. On February 23, 2002, the date of this consent, we
had outstanding and entitled to vote 100,000,000 shares of common stock. Mark
Daniels owned 50,500,000 shares, or 50.5%, of the 100,000,000 shares entitled to
vote as of the date of the written consent. We will accomplish the name change
by filing Articles of Amendment to the Articles of Incorporation with the Utah
Department of Commerce on or about April __, 2003. The form of the Articles of
Amendment to our Articles of Incorporation is attached hereto as Appendix A.
Upon the filing of the Articles of Amendment, common stock certificates
that previously represented our common stock in the name of Diversified
Resources Group, Inc. shall be deemed to represent shares of AeroGroup
Incorporated, without any further action by the holders of our common stock. The
foregoing notwithstanding, we request that our shareholders exchange their
existing certificates for certificates bearing the name AeroGroup Incorporated.
In connection with the name change, we will obtain a new trading symbol and
CUSIP number.
We reserve the right, without further action by our shareholders, not
to proceed with the name change if our Board of Directors determines that the
name change is not in the best interests of the Company or our shareholders
before filing the Articles of Amendment with the Utah Department of Commerce.
PROPOSAL 2
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AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
The principal purpose of the proposed increase in our authorized common
stock is to make available additional shares of our common stock if our Board of
Directors determines that it is necessary or appropriate to permit future stock
dividends or stock splits or to issue additional shares to raise additional
capital through the sale of securities, to acquire another company or its
business or assets, to establish strategic relationships with corporate
partners, to provide equity
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incentives to employees, officers, or directors or to pursue other matters. The
increase in our authorized common stock will not have any immediate effect on
the rights of our existing shareholders. Our Board will, however, have the
authority to issue authorized common stock without requiring future shareholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease our existing shareholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to our existing
shareholders. The holders of our common stock have no preemptive rights.
Except as described below, we currently have no plans to issue the
additional authorized shares. We continue, however, to explore possible
acquisition transactions, some of which could involve the issuance of additional
shares, including to obtain financing for such transactions. In addition, the
Company may issue additional shares to its consultants or employees as
compensation for services performed for the Company. On February 23, 2002, the
Board authorized the issuance of the following shares of the Company's common
stock to certain of its employees, consultants, and advisors as payment for
services rendered to the Company: Mark Daniels - 12,500,000 shares; Craig I.
Kelley, P.A. - 10,000,000 shares; Rick Wahl - 5,000,000 shares; Chris Beck -
10,000,000 shares; Victor Miller - 12, 500,000 shares; and Fred Daniels -
5,000,000 shares. The Company intends to register the foregoing shares to be
issued under the Securities Act of 1933, as amended, on Form S-8. On June 18,
2002, the Board authorized the issuance of the following additional shares of
the Company's common stock to certain of its employees, consultants, and
advisors in lieu of cash compensation as payment for services performed for the
Company: Resource Financial Holdings, LLC - 150,200,000 shares; J Morgan
Holdings Incorporated - 27,000,000 shares; Rick Wahl - 10,000,000 shares; Chris
Beck - 27,000,000 shares; Victor Miller - 55,000,000 shares; Brian Kaplan -
200,000 shares; Scott Kelley 200,000 shares; Greg Terraglio - 200,000 shares;
Marty Klindt - 100,000 shares; and Eric Plotkin - 100,000 shares. The foregoing
described shares will be issued upon the effectiveness of the increase in the
Company's authorized shares of common stock contemplated by this Proposal 2. In
connection with that Agreement and Plan of Exchange, dated January 30, 2002,
between the Company and Mark Daniels, the Company may issue up to an additional
349,500,000 shares of its common stock to Mr. Daniels upon the achievement of
certain milestones relating to the acquisition of airplanes and achievement of
certain forecasted financial performance levels. We will seek no further
authorization from the Company's shareholders in connection with the issuance of
shares described in this paragraph.
The increase in the number of authorized shares of our common stock and
the subsequent issuance of such shares could also have the effect of delaying or
preventing a change in control of the Company without further action by our
shareholders. Shares of authorized and unissued common stock could (within the
limits imposed by applicable law and stock exchange policies) be issued in one
or more transactions that would make a change in control of the Company more
difficult, and therefore, less likely. For example, such shares could be
privately placed with purchasers who might side with the Board of Directors in
opposing a hostile takeover bid. Any such issuance of additional stock could
have the effect of diluting our earnings per share and book value per share of
outstanding shares of our common stock or the stock ownership and voting rights
of a person seeking to obtain control of the Company.
We are not presently aware of any pending or proposed transaction
involving a change in control of the Company. While it may be deemed to have
potential anti-takeover effects, the
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proposed amendment to increase our authorized common stock is not prompted by
any specific effort or takeover threat currently perceived by management.
An amendment to our Articles of Incorporation is required to increase
our authorized common stock. Based upon the recommendation of our Board of
Directors, our majority shareholder, Mark Daniels, approved by written consent
without a meeting on February 23, 2002, an increase in our authorized common
stock from 100,000,000 to 750,000,000 shares. On February 23, 2002, the date of
this consent, we had outstanding and entitled to vote 100,000,000 shares of
common stock. Mark Daniels owned 50, 500,000 shares, or 50.5%, of the
100,000,000 shares entitled to vote as of the date of this consent. We will
accomplish the increase in our authorized common stock by filing Articles of
Amendment to our Articles of Incorporation with the Utah Department of Commerce
on or about April _, 2003. The form of the Articles of Amendment to our Articles
of Incorporation is attached hereto as Appendix A.
We reserve the right, without further action by our shareholders, not
to proceed with the increase in our authorized common stock if our Board of
Directors determines that such increase is not in the best interests of the
Company or our stockholders before filing the Articles of Amendment with the
Utah Department of Commerce.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of our common stock beneficially
owned as of February 20, 2003 by (i) each person known to us to be the
beneficial owner of more than 5% of the outstanding shares of our common stock,
(ii) our directors, (iii) our CEO and our four other most highly compensated
executive officers serving at the end of fiscal 2002, and (iv) all our directors
and executive officers as a group. The number and percentage of shares
beneficially owned is determined under rules of the Securities and Exchange
Commission, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has sole or shared voting power or
investment power and also any shares as to which the individual has the right to
acquire within 60 days of February 20, 2003 through the exercise of any stock
option or other right. A total of 100,000,000 shares of our common stock were
issued and outstanding as of February 20, 2003.
Number of Percent of
Name Shares Total
---- ------ -----
Directors and Named Officers:
Mark Daniels Chairman of the Board, 208,990,000 69.9%
Chief Executive Officer, President and
Director
1389 General Aviation Drive
Melbourne, Florida 32935
4
Christopher R. Beck Secretary and 37,500,000(2) 27.3%
Director
1389 General Aviation Drive
Melbourne, Florida 32935
Victor Miller Vice President and 67,500,000(3) 40.3%
Director
1389 General Aviation Drive
Melbourne, Florida 32935
Fred Daniels Director 5,000,000 4.8%
1389 General Aviation Drive
Melbourne, Florida 32935
All directors and
executive officers as a 318,990,000 78.1%
group (a total of 4
shareholder persons)
5% Shareholders:
Craig Kelly(5) 37,500,000 27.3%
1665 Palm Beach Lakes Blvd.
West Palm Beach, Florida 33401
Rich Wahl 15,000,000 13.0%
1389 General Aviation Drive
Melbourne, Florida 32935
- ----------------------
(1) Includes 16,540,000 shares held of record by OneSource Capital
Holdings, LLC of which Mark Daniels is the sole member and manager and
19,750,000 shares held of record by Resource Financial Holdings LLC of
which Mark Daniels is the sole member and manager. Includes 150,200,000
shares that have been authorized by the Board for issuance to Resource
Financial Holdings, LLC and 12,500,000 shares that have been authorized
by the Board for issuance to Mr. Daniels.
(2) Includes 37,000,000 shares that have been authorized by the Board for
issuance to Mr. Beck.
(3) Includes 67,500,000 shares that have been authorized by the Board for
issuance to Mr. Miller.
(4) Includes 5,000,000 shares that have been authorized by the Board for
issuance to Mr. Daniels.
(5) Includes 10,000,000 shares that have been authorized by the Board for
issuance to Mr. Kelley. Including 27,500,000 shares that have been
authorized by the Board for issuance to J. Morgan Holdings of which Mr.
Kelley is the sole officer and director.
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Change In Control
On January 30, 2002, we entered into an Agreement and Plan of Exchange
with Mark Daniels whereby we acquired all of the outstanding stock of AeroGroup
International Corporation, a Florida corporation, in exchange for 50,500,000
shares of our common stock. Mr. Daniels beneficially owned approximately 69.9%
of our outstanding common stock as of February 20, 2003, which includes that
number of shares that Mr. Daniels has the right to acquire within 60 days
thereof as specified in Rule 13d-3(d)(1) of the Securities Exchange Act of 1934,
as amended.
We filed with the Securities and Exchange Commission a Current Report
on Form 8-K on January 30, 2002 describing the change of control transaction,
which reports are incorporated by reference herein.
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APPENDIX A
DIVERSIFIED RESOURCES GROUP, INC.
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
DIVERSIFIED RESOURCES GROUP, INC.
Pursuant to the provisions of the Utah Revised Business
Corporation Act, the undersigned corporation hereby amends its Articles of
Incorporation, and for that purpose, submits the following statement:
1. The name of the corporation is: DIVERSIFIED RESOURCES GROUP,
INC.
2. The text of each amendment is:
ARTICLE I - NAME
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The name of this corporation is AeroGroup Incorporated.
ARTICLE IV - CAPITAL STOCK
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Section 1. Authorized Shares. The aggregate number of shares
of capital stock authorized to be issued by the Corporation is
751,000,000, divided into two classes. The designation of each
class, the number of shares of each class, and the par value
of the shares of each class are as set forth herein.
Par Value
Class Number of Shares Per Share
----- ---------------- ---------
Common Shares 750,000,000 $.005
Preferred Shares 1,000,000 $ .10
3. The foregoing amendment ("Amendment") was approved and adopted
by written consent in lieu of a meeting of the shareholders by
holders of more than a majority of the Corporation's 100,000,000
shares of $.005 par value voting Common Stock then outstanding
in accordance with the Utah Revised Business Corporation Act.
The holders of the 100,000,000 shares of the Corporation's
Common Stock were the only voting group entitled to vote on the
Amendment, and each of these shares was entitled to one vote.
The total number of undisputed votes cast for the Amendment by
this voting group was 50,500,000, and the number of votes cast
for the Amendment by such voting group was sufficient for
approval by that group.
IN WITNESS WHEREOF, these Articles of Amendment are executed
on this ____ day of ______________, 2003.
By:___________________________________
Mark Daniels, Chief Executive
Officer
EXHIBIT INDEX
99.1 Current Report on Form 8-K filed by the Registrant on January 30, 2002 *
* Incorporated by reference to the Current Report on Form 8-K
filed by the Registrant on January 30, 2002