SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                   Diversified Financial Resources Corporation
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                        58-2027283
         --------                                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

               1771 - Wolviston Way, San Diego, California 92154
               -------------------------------------------------
                   (Address of principal executive offices)

      The 2004 Benefit Plan of Diversified Financial Resources Corporation
      --------------------------------------------------------------------
                           (Full title of the plan)


       John Chapman, 1771 - Wolviston Way, San Diego, California 92154
       ---------------------------------------------------------------
          (Name, address, including zip code, of agent for service)

  Telephone number, including area code, of agent for service: (619) 575-7041
                                                               --------------


                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

<S>                                 <C>              <C>                        <C>                         <C>
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee

Common Stock, issuable upon         25,000,000       $0.07                      $1,750,000                  $437.50
exercise of Options
=================================== ================ =========================  =========================== ==================

</TABLE>

(1)      Bona fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of January 30, 2004, a date within five business days prior to
         the date of filing of this registration statement.



                                      Page 1of 7 consecutively numbered pages.
                                    Exhibit Index appears on consecutive page 7.


                                       1

<PAGE>



       2004 Benefit Plan of Diversified Financial Resources Corporation
                 Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Diversified Financial Resources
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2002.

         Prior to the filing, if any, of a post-effective amendment, that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's initial Form S-4 Registration Statement filed with the Commission on
December 31, 1996, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")


Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.



                                       2

<PAGE>



Item 6. Indemnification of Directors and Officers

         The Company intends to indemnify its officers and directors to the full
extent permitted by Delaware law. Section Eight of Article VII of the Company's
Bylaws provides that:

         "No person shall be personally liable to the corporation or its
         stockholders for monetary damages for breach of fiduciary duty as a
         director; provided, however, that the foregoing shall not eliminate or
         limit the liability of a director (i) for any breach of the director's
         duty of loyalty to the Corporation or its stockholders, (ii) for acts
         or omissions not in good faith or which involve intentional misconduct
         or a knowing violation of law, (iii) under Section 174 of the Delaware
         General Corporation Law, or (iv) for any transaction from which the
         director derived any improper personal benefit. If the Delaware General
         Corporation Law is amended hereafter to authorize corporate action
         further eliminating or limiting the personal liability of directors,
         then the liability of a director of the corporation shall be eliminated
         or limited to the fullest extent permitted by the Delaware General
         Corporation Law, as so amended. Any amendment, repeal or modification
         of this Article VII shall not adversely affect any right or protection
         of a director of the Corporation existing hereunder with respect to any
         act or omission occurring prior to such amendment, repeal or
         modification. For purposes of this Article VII, "fiduciary duty as a
         director" also shall include any fiduciary duty arising out of serving
         at the Corporation's request as a director of another corporation,
         partnership, limited liability company, joint venture or other
         enterprise, and "personal liability of the Corporation or its
         stockholders" also shall include any liability to such other
         corporation, partnership, limited liability company, joint venture,
         trust or other enterprise, and any liability of the Corporation in its
         capacity as a security holder, joint venturer, partner, beneficiary,
         creditor or investor of or in any such other corporation, partnership,
         limited liability company, joint venture, trust or other enterprise."

         Under Delaware law, a corporation may indemnify its agents for expenses
and amounts paid in third party actions and, upon court approval in derivative
actions, if the agents acted in good faith and with reasonable care. A majority
vote of the Board of Directors, approval of the stockholder or court approval is
required to effectuate indemnification. The foregoing discussion of
indemnification merely summarizes certain aspects of indemnification provisions
under Delaware law and is limited by reference to the applicable section(s) of
the Delaware General Corporation Law and Article VII of the Company's Bylaws and
the Company's Articles of Incorporation, or any amendments thereto.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by an officer, director or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.


Item 7.   Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this Registration Statement.






                                       3

<PAGE>



Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.












                                       4

<PAGE>



                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, California, on January 30, 2004.

                                     Diversified Financial Resources Corporation

                                     By /s/ John Chapman
                                        ----------------
                                     John Chapman as President

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John chapman, with power of substitution,
as his attorney-in-fact for him, in all capacities, to sign any amendments to
this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutes may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                           Title                       Date

/s/ John Chapman                    President, Director         January 30, 2004
--------------------------
John Chapman

/s/ Dennis Thompson                 Director                    January 30, 2004
----------------------------
Dennis Thompson

/s/ John Casey                      Director                    January 30, 2004
---------------------------------
John Casey




                                       5

<PAGE>





                               INDEX TO EXHIBITS



Exhibits   SEC Ref. No.           Description of Exhibit                    Page
--------   ------------           ----------------------                    ----
A               4          2004 Benefit Plan of Diversified Financial        7
                           Resources Corporation
B             5, 23(b)     Opinion and consent of Counsel with respect       10
                           to the legality of the issuance of securities
                           being issued

C               23(a)      Consent of Accountant                             13





                                       6

<PAGE>



     THE 2004 BENEFIT PLAN OF DIVERSIFIED FINANCIAL RESOURCES CORPORATION

         Diversified Financial Resources Corporation, a Delaware corporation
(the "Company"), hereby adopts The 2004 Benefit Plan of Diversified Financial
Resources Corporation (the "Plan") this 29th day of January, 2004. Under the
Plan, the Company may issue stock, or grant options to acquire the Company's
common stock, par value $0.001 (the "Stock"), from time to time to employees of
the Company or its subsidiaries, all on the terms and conditions set forth
herein ("Benefits"). In addition, at the discretion of the Board of Directors,
Benefits may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries but are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction. No stock may be issued, or option granted
under the benefit plan to consultants, advisors, or other persons who directly
or indirectly promote or maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of Twenty Five Million
(25,000,000) shares of Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan. If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are


                                       7

<PAGE>



not employees of the Company or its subsidiaries, including consultants and
advisors, provided that such consultants and advisors render bona fide services
to the Company or its subsidiaries and such services are not rendered in
connection with the offer or sale of securities in a capital-raising
transaction. In any case, the Plan Administrators shall determine, based on the
foregoing limitations and the Company's best interests, which employees,
officers, directors, consultants and advisors are eligible to participate in
this Plan. Benefits shall be in the amounts, and shall have the rights and be
subject to the restrictions, as may be determined by the Plan Administrators,
all as may be within the provisions of this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.

         a. Each option issued as a benefit hereunder ("Option") shall have its
         term established by the Plan Administrators at the time the Option is
         granted.

         b. The term of the Option, once it is granted, may be reduced only as
         provided for in this Plan and under the express written provisions of
         the Option.

         c. Unless otherwise specifically provided by the written provisions of
         the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and delivers the required consideration
         to the Company in accordance with the terms of this Plan and then only
         as to the number of shares of Stock acquired. Except as specifically
         provided in this Plan or as otherwise specifically provided by the
         written provisions of the Option, no adjustment to the exercise price
         or the number of shares of Stock subject to the Option shall be made
         for dividends or other rights for which the record date is prior to the
         date on which the Stock subject to the Option is acquired by the
         holder.

         d. Options shall vest and become exercisable at such time or times and
         on such terms as the Plan Administrators may determine at the time of
         the grant of the Option.

         e. Options may contain such other provisions, including further lawful
         restrictions on the vesting and exercise of the Options as the Plan
         Administrators may deem advisable.

         f. In no event may an Option be exercised after the expiration of its
         term.

         g. Options shall be non-transferable, except by the laws of descent and
         distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the optionee's
liability and will be reimbursed by optionee no later than six months after such
liability arises and optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock


                                       8

<PAGE>



or a change in the number of issued and outstanding shares of Stock as a result
of a stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the twenty five millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

     ATTEST:

/s/ John Chapman
----------------
John Chapman, President


                                       9

<PAGE>



                              MICHAEL GOLIGHTLY

                              268 West 400 South
                                  Suite 300          Tel: (801) 575-8073 ext 152
Attorney at Law           Salt Lake City, Utah 84101   Facsimile: (801) 521-2081
     Admitted in Texas and Utah

February 3, 2004

Board of Directors
Diversified Financial Resources Corporation
1771 Wolviston Way
San Diego, California 92154

Re:  Legality and Authorization of Shares Issued Under Form S-8 Registration
     Statement

To the Board of Directors of Diversified Financial Resources Corporation

I have acted as special counsel for Diversified Financial Resources Corporation,
a Delaware corporation (the "Company"), in the limited capacity of rendering an
opinion regarding the legality and authorization of the shares proposed to be
registered under a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission ("the
Commission") under the Securities Act of 1933, as amended, ("the Act"). The
Company is registering a Benefit Plan entitled "The 2004 Benefit Plan of
Diversified Financial Resources Corporation" (the "Benefit Plan") pursuant to
which the Company has authorized the issuance of Twenty Five Million
(25,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares").

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation and amendments thereto and
     Bylaws as submitted to me by the Company pursuant to my request for same;
     2. The Registration Statement herein referenced; 3. A Board of Directors
     Resolution, dated January 29, 2004, authorizing and approving the Company's
     2004 Benefit Plan and the preparation of the Registration Statement; 4. The
     Company's Section 10(a) Prospectus for the Registration Statement; 5. The
     Company's Form 10-KSB for the fiscal year ended December 31, 2002 and the
     Company's Form 10-QSB for the quarterly periods ended March 31, 2003, June
     30, 2003 and September 30, 2003; 6. Such other documents as I have deemed
     necessary for the purposes of this Opinion.

You have represented to me that the Company is current in its filings with the
Commission, that the Company's board of directors has authorized the filing of a
Form S-8 and that the quantity of shares to be included in the Form S-8 is
available for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares actually issued
and outstanding.

Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt


                                       10

<PAGE>



from this opinion any representations as to the completeness, adequacy, accuracy
or any other aspect of the financial statements incorporated in the Registration
Statement.

The documentation and representations provided to me for this opinion by the
Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the Twenty Five Million
(25,000,000) shares to be included in the Registration Statement are available
for issuance based upon corporate documentation and on the amount of shares
actually issued and outstanding. As such, I am of the opinion that the Shares
herein referenced have been duly and validly authorized and that subject to
compliance with all provisions of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in the Company.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

A.   I am admitted to practice law in the State of Utah and the State of Texas.
     I am not admitted to practice law in the State of Delaware or in any other
     jurisdiction where the Company may own property or transact business. This
     opinion is with respect to federal law only and I have not consulted legal
     counsel from any other jurisdiction for the purpose of the opinion
     contained herein. I expressly except from this opinion any opinion as to
     whether or to what extent a Delaware court or any other court would apply
     Delaware law, or the law of any other state or jurisdiction, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of this opinion.

B.   In expressing the opinion set forth herein, I have assumed the authenticity
     and completeness of all corporate documents, records and instruments
     provided to me by the Company and its representatives.  I have assumed the
     accuracy of all statements of fact contained therein. I have assumed that
     all information and representations made or provided to me by the Company
     or its authorized representatives is correct and that there are shares
     available to be issued pursuant to the Plan.  I have further assumed the
     genuineness of signatures (both manual and conformed), the authenticity of
     documents submitted as originals, the conformity to originals of all copies
     or faxed copies and the correctness of all such documents.

C.   In rendering the opinion that the Shares to be registered pursuant to Form
     S-8 and issued under the Plan will be validly issued, fully paid and
     nonassessable, I assumed that: (1) the Company's board of directors has
     exercised or will exercise good faith in establishing the value paid for
     the Shares; (2) all issuances and cancellation of the Capital Stock of the
     Company will be fully and accurately reflected in the Company's stock
     records as provided by the Company's transfer agent; and (3) the
     consideration, as determined by the Company's board of directors, to be
     received in exchange for each issuance of common stock of the Company will
     have been paid in full and actually received by the Company when the Shares
     are actually issued.

D.   I expressly except from the opinion set forth herein any opinion concerning
     the need for compliance by any party, and in particular by the Company,
     with the provisions of the securities laws, regulations, and/or rules of
     the United States of America, the State of Delaware or any other
     jurisdiction with regard to any other issue not expressly addressed herein,
     which exclusion shall apply, but not be limited to, the subsequent
     tradeability of the Shares on either state or federal level.

E.   I have assumed that the Company is satisfying the substantive requirements
     of Form S-8 and I expressly disclaim any opinion regarding the Company's
     compliance with such requirements, whether they are of federal or state
     origin, or any opinion as to the subsequent tradeability of any Shares
     issued pursuant to the Benefit Plan.



                                       11

<PAGE>



F.   The opinion contained in this letter is rendered as of the date hereof, and
     I undertake no and disclaim any, obligation to advise you of any changes in
     or any new developments which might affect any matters or opinions set
     forth herein.

G.   I have made no independent verification of the facts asserted to be true
     and accurate by authorized representatives of the Company and have assumed
     that no person or entity has engaged in fraud or misrepresentation
     regarding the inducement relating to, or the execution or delivery of, the
     documents reviewed.

H.   Certain of the remedial provisions of the 2004 Benefit Plan may be further
     limited or rendered unenforceable by other applicable laws and
     interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

     Very truly yours,


       /s/ Michael Golightly
       ---------------------
       Michael Golightly
       Attorney at Law


                                       12

<PAGE>



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We consent to the incorporation by reference on Form S-8 of our report dated
April 11, 2003 with respect to the financial statements of Diversified
Financial Resources Corporation included in the Annual Report on Form 10-KSB for
the year ended December 31, 2002.


/s/ Jones Simkins LLP
---------------------
JONES SIMKINS LLP
Logan, Utah
February 5, 2004





























                                       13
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{"company-data": {"conformed-name": "DIVERSIFIED FINANCIAL RESOURCES CORP", "cik": "0001029802", "assigned-sic": "6211", "irs-number": "582027283", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112592", "film-number": "04575081"}, "business-address": {"street1": "SANDRA JORGENSEN", "street2": "1771 WOLVISON WAY", "city": "SAN DIEGO", "state": "CA", "zip": "92154", "phone": "6195757904"}, "mail-address": {"street1": "1771 WOLVISTON WAY", "street2": "SUITE", "city": "SAN DIEGO", "state": "CA", "zip": "92154"}, "former-company": [{"former-conformed-name": "ELOCITY NETWORKS CORP", "date-changed": "20010330"}, {"former-conformed-name": "CHATTOWN COM NETWORK INC", "date-changed": "20000317"}, {"former-conformed-name": "VAXCEL INC", "date-changed": "19961230"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                   Diversified Financial Resources Corporation
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                        58-2027283
         --------                                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

               1771 - Wolviston Way, San Diego, California 92154
               -------------------------------------------------
                   (Address of principal executive offices)

      The 2004 Benefit Plan of Diversified Financial Resources Corporation
      --------------------------------------------------------------------
                           (Full title of the plan)

       John Chapman, 1771 - Wolviston Way, San Diego, California 92154
       ---------------------------------------------------------------
          (Name, address, including zip code, of agent for service)

  Telephone number, including area code, of agent for service: (619) 575-7041
                                                               --------------

                       CALCULATION OF REGISTRATION FEE
Title of Securities to be           Amounts to       Proposed Maximum           Proposed Maximum            Amount of
Registered                          be               Offering Price Per         Aggregate Offering          Registration
                                    Registered       Share(1)                   Price                       Fee

Common Stock, issuable upon         25,000,000       $0.07                      $1,750,000                  $437.50
exercise of Options
=================================== ================ =========================  =========================== ==================
(1)      Bona fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of January 30, 2004, a date within five business days prior to
         the date of filing of this registration statement.

                                      Page 1of 7 consecutively numbered pages.
                                    Exhibit Index appears on consecutive page 7.

                                       1
2004 Benefit Plan of Diversified Financial Resources Corporation
                 Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading
------------------------------------------------        ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Diversified Financial Resources
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2002.

         Prior to the filing, if any, of a post-effective amendment, that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's initial Form S-4 Registration Statement filed with the Commission on
December 31, 1996, and is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No expert is named as preparing or certifying all or part of the
Registration Statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.

                                       2
Item 6. Indemnification of Directors and Officers

         The Company intends to indemnify its officers and directors to the full
extent permitted by Delaware law. Section Eight of Article VII of the Company's
Bylaws provides that:

         "No person shall be personally liable to the corporation or its
         stockholders for monetary damages for breach of fiduciary duty as a
         director; provided, however, that the foregoing shall not eliminate or
         limit the liability of a director (i) for any breach of the director's
         duty of loyalty to the Corporation or its stockholders, (ii) for acts
         or omissions not in good faith or which involve intentional misconduct
         or a knowing violation of law, (iii) under Section 174 of the Delaware
         General Corporation Law, or (iv) for any transaction from which the
         director derived any improper personal benefit. If the Delaware General
         Corporation Law is amended hereafter to authorize corporate action
         further eliminating or limiting the personal liability of directors,
         then the liability of a director of the corporation shall be eliminated
         or limited to the fullest extent permitted by the Delaware General
         Corporation Law, as so amended. Any amendment, repeal or modification
         of this Article VII shall not adversely affect any right or protection
         of a director of the Corporation existing hereunder with respect to any
         act or omission occurring prior to such amendment, repeal or
         modification. For purposes of this Article VII, "fiduciary duty as a
         director" also shall include any fiduciary duty arising out of serving
         at the Corporation's request as a director of another corporation,
         partnership, limited liability company, joint venture or other
         enterprise, and "personal liability of the Corporation or its
         stockholders" also shall include any liability to such other
         corporation, partnership, limited liability company, joint venture,
         trust or other enterprise, and any liability of the Corporation in its
         capacity as a security holder, joint venturer, partner, beneficiary,
         creditor or investor of or in any such other corporation, partnership,
         limited liability company, joint venture, trust or other enterprise."

         Under Delaware law, a corporation may indemnify its agents for expenses
and amounts paid in third party actions and, upon court approval in derivative
actions, if the agents acted in good faith and with reasonable care. A majority
vote of the Board of Directors, approval of the stockholder or court approval is
required to effectuate indemnification. The foregoing discussion of
indemnification merely summarizes certain aspects of indemnification provisions
under Delaware law and is limited by reference to the applicable section(s) of
the Delaware General Corporation Law and Article VII of the Company's Bylaws and
the Company's Articles of Incorporation, or any amendments thereto.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by an officer, director or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such officer, director or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

Item 7.   Exemption from Registration Claimed

         No restricted securities are being re-offered or resold pursuant to
this Registration Statement.

                                       3
Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 7.

Item 9.  Undertakings

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this Registration Statement to include
         any material information with respect to the plan of distribution not
         previously disclosed in the Registration Statement or any material
         change to such information in the Registration Statement.

         (2) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, California, on January 30, 2004.

                                     Diversified Financial Resources Corporation

                                     By /s/ John Chapman
                                        ----------------
                                     John Chapman as President

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John chapman, with power of substitution,
as his attorney-in-fact for him, in all capacities, to sign any amendments to
this Registration Statement and to file the same, with exhibits thereto and
other documents in connection therewith, with the Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutes may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                           Title                       Date

/s/ John Chapman                    President, Director         January 30, 2004
--------------------------
John Chapman

/s/ Dennis Thompson                 Director                    January 30, 2004
----------------------------
Dennis Thompson

/s/ John Casey                      Director                    January 30, 2004
---------------------------------
John Casey

                                       5
INDEX TO EXHIBITS

Exhibits   SEC Ref. No.           Description of Exhibit                    Page
--------   ------------           ----------------------                    ----
A               4          2004 Benefit Plan of Diversified Financial        7
                           Resources Corporation
B             5, 23(b)     Opinion and consent of Counsel with respect       10
                           to the legality of the issuance of securities
                           being issued

C               23(a)      Consent of Accountant                             13

                                       6
THE 2004 BENEFIT PLAN OF DIVERSIFIED FINANCIAL RESOURCES CORPORATION

         Diversified Financial Resources Corporation, a Delaware corporation
(the "Company"), hereby adopts The 2004 Benefit Plan of Diversified Financial
Resources Corporation (the "Plan") this 29th day of January, 2004. Under the
Plan, the Company may issue stock, or grant options to acquire the Company's
common stock, par value $0.001 (the "Stock"), from time to time to employees of
the Company or its subsidiaries, all on the terms and conditions set forth
herein ("Benefits"). In addition, at the discretion of the Board of Directors,
Benefits may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries but are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction. No stock may be issued, or option granted
under the benefit plan to consultants, advisors, or other persons who directly
or indirectly promote or maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of Twenty Five Million
(25,000,000) shares of Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan. If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are

                                       7
not employees of the Company or its subsidiaries, including consultants and
advisors, provided that such consultants and advisors render bona fide services
to the Company or its subsidiaries and such services are not rendered in
connection with the offer or sale of securities in a capital-raising
transaction. In any case, the Plan Administrators shall determine, based on the
foregoing limitations and the Company's best interests, which employees,
officers, directors, consultants and advisors are eligible to participate in
this Plan. Benefits shall be in the amounts, and shall have the rights and be
subject to the restrictions, as may be determined by the Plan Administrators,
all as may be within the provisions of this Plan.

6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.

         a. Each option issued as a benefit hereunder ("Option") shall have its
         term established by the Plan Administrators at the time the Option is
         granted.

         b. The term of the Option, once it is granted, may be reduced only as
         provided for in this Plan and under the express written provisions of
         the Option.

         c. Unless otherwise specifically provided by the written provisions of
         the Option or required by applicable disclosure or other legal
         requirements promulgated by the Securities and Exchange Commission
         ("SEC"), no participant of this Plan or his or her legal
         representative, legatee, or distributee will be, or shall be deemed to
         be, a holder of any shares subject to an Option unless and until such
         participant exercises his or her right to acquire all or a portion of
         the Stock subject to the Option and delivers the required consideration
         to the Company in accordance with the terms of this Plan and then only
         as to the number of shares of Stock acquired. Except as specifically
         provided in this Plan or as otherwise specifically provided by the
         written provisions of the Option, no adjustment to the exercise price
         or the number of shares of Stock subject to the Option shall be made
         for dividends or other rights for which the record date is prior to the
         date on which the Stock subject to the Option is acquired by the
         holder.

         d. Options shall vest and become exercisable at such time or times and
         on such terms as the Plan Administrators may determine at the time of
         the grant of the Option.

         e. Options may contain such other provisions, including further lawful
         restrictions on the vesting and exercise of the Options as the Plan
         Administrators may deem advisable.

         f. In no event may an Option be exercised after the expiration of its
         term.

         g. Options shall be non-transferable, except by the laws of descent and
         distribution.

7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the optionee's
liability and will be reimbursed by optionee no later than six months after such
liability arises and optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Stock subject to this Plan and
the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Stock

                                       8
or a change in the number of issued and outstanding shares of Stock as a result
of a stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the twenty five millionth share is issued hereunder.

14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock benefits as they may be amended from time to
time, such amendment or modification shall also be approved by the shareholders
of the Company.

     ATTEST:

/s/ John Chapman
----------------
John Chapman, President

                                       9
MICHAEL GOLIGHTLY

                              268 West 400 South
                                  Suite 300          Tel: (801) 575-8073 ext 152
Attorney at Law           Salt Lake City, Utah 84101   Facsimile: (801) 521-2081
     Admitted in Texas and Utah

February 3, 2004

Board of Directors
Diversified Financial Resources Corporation
1771 Wolviston Way
San Diego, California 92154

Re:  Legality and Authorization of Shares Issued Under Form S-8 Registration
     Statement

To the Board of Directors of Diversified Financial Resources Corporation

I have acted as special counsel for Diversified Financial Resources Corporation,
a Delaware corporation (the "Company"), in the limited capacity of rendering an
opinion regarding the legality and authorization of the shares proposed to be
registered under a registration statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission ("the
Commission") under the Securities Act of 1933, as amended, ("the Act"). The
Company is registering a Benefit Plan entitled "The 2004 Benefit Plan of
Diversified Financial Resources Corporation" (the "Benefit Plan") pursuant to
which the Company has authorized the issuance of Twenty Five Million
(25,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares").

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

In connection with the preparation of this Opinion, I have examined the
following:

     1. The Company's Articles of Incorporation and amendments thereto and
     Bylaws as submitted to me by the Company pursuant to my request for same;
     2. The Registration Statement herein referenced; 3. A Board of Directors
     Resolution, dated January 29, 2004, authorizing and approving the Company's
     2004 Benefit Plan and the preparation of the Registration Statement; 4. The
     Company's Section 10(a) Prospectus for the Registration Statement; 5. The
     Company's Form 10-KSB for the fiscal year ended December 31, 2002 and the
     Company's Form 10-QSB for the quarterly periods ended March 31, 2003, June
     30, 2003 and September 30, 2003; 6. Such other documents as I have deemed
     necessary for the purposes of this Opinion.

You have represented to me that the Company is current in its filings with the
Commission, that the Company's board of directors has authorized the filing of a
Form S-8 and that the quantity of shares to be included in the Form S-8 is
available for issuance based on the quantity authorized for issuance in the
Company's Articles of Incorporation and on the amount of shares actually issued
and outstanding.

Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt

                                       10
from this opinion any representations as to the completeness, adequacy, accuracy
or any other aspect of the financial statements incorporated in the Registration
Statement.

The documentation and representations provided to me for this opinion by the
Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Delaware; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the Twenty Five Million
(25,000,000) shares to be included in the Registration Statement are available
for issuance based upon corporate documentation and on the amount of shares
actually issued and outstanding. As such, I am of the opinion that the Shares
herein referenced have been duly and validly authorized and that subject to
compliance with all provisions of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in the Company.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

A.   I am admitted to practice law in the State of Utah and the State of Texas.
     I am not admitted to practice law in the State of Delaware or in any other
     jurisdiction where the Company may own property or transact business. This
     opinion is with respect to federal law only and I have not consulted legal
     counsel from any other jurisdiction for the purpose of the opinion
     contained herein. I expressly except from this opinion any opinion as to
     whether or to what extent a Delaware court or any other court would apply
     Delaware law, or the law of any other state or jurisdiction, to any
     particular aspect of the facts, circumstances and transactions that are the
     subject of this opinion.

B.   In expressing the opinion set forth herein, I have assumed the authenticity
     and completeness of all corporate documents, records and instruments
     provided to me by the Company and its representatives.  I have assumed the
     accuracy of all statements of fact contained therein. I have assumed that
     all information and representations made or provided to me by the Company
     or its authorized representatives is correct and that there are shares
     available to be issued pursuant to the Plan.  I have further assumed the
     genuineness of signatures (both manual and conformed), the authenticity of
     documents submitted as originals, the conformity to originals of all copies
     or faxed copies and the correctness of all such documents.

C.   In rendering the opinion that the Shares to be registered pursuant to Form
     S-8 and issued under the Plan will be validly issued, fully paid and
     nonassessable, I assumed that: (1) the Company's board of directors has
     exercised or will exercise good faith in establishing the value paid for
     the Shares; (2) all issuances and cancellation of the Capital Stock of the
     Company will be fully and accurately reflected in the Company's stock
     records as provided by the Company's transfer agent; and (3) the
     consideration, as determined by the Company's board of directors, to be
     received in exchange for each issuance of common stock of the Company will
     have been paid in full and actually received by the Company when the Shares
     are actually issued.

D.   I expressly except from the opinion set forth herein any opinion concerning
     the need for compliance by any party, and in particular by the Company,
     with the provisions of the securities laws, regulations, and/or rules of
     the United States of America, the State of Delaware or any other
     jurisdiction with regard to any other issue not expressly addressed herein,
     which exclusion shall apply, but not be limited to, the subsequent
     tradeability of the Shares on either state or federal level.

E.   I have assumed that the Company is satisfying the substantive requirements
     of Form S-8 and I expressly disclaim any opinion regarding the Company's
     compliance with such requirements, whether they are of federal or state
     origin, or any opinion as to the subsequent tradeability of any Shares
     issued pursuant to the Benefit Plan.

                                       11
F.   The opinion contained in this letter is rendered as of the date hereof, and
     I undertake no and disclaim any, obligation to advise you of any changes in
     or any new developments which might affect any matters or opinions set
     forth herein.

G.   I have made no independent verification of the facts asserted to be true
     and accurate by authorized representatives of the Company and have assumed
     that no person or entity has engaged in fraud or misrepresentation
     regarding the inducement relating to, or the execution or delivery of, the
     documents reviewed.

H.   Certain of the remedial provisions of the 2004 Benefit Plan may be further
     limited or rendered unenforceable by other applicable laws and
     interpretations.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

Nothing herein shall be deemed to relate to or constitute an opinion concerning
any matters not specifically set forth above. By giving you this opinion and
consent, I do not admit that I am an expert with respect to any part of the
Registration Statement or prospectus within the meaning of the term "expert" as
used in Section 11 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

     Very truly yours,

       /s/ Michael Golightly
       ---------------------
       Michael Golightly
       Attorney at Law

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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We consent to the incorporation by reference on Form S-8 of our report dated
April 11, 2003 with respect to the financial statements of Diversified
Financial Resources Corporation included in the Annual Report on Form 10-KSB for
the year ended December 31, 2002.

/s/ Jones Simkins LLP
---------------------
JONES SIMKINS LLP
Logan, Utah
February 5, 2004

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