SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                  ---------------------------
                               POST EFFECTIVE AMENDMENT NO. ONE
                                           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>
<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   75,000,000    $0.007                $525,000               $131.25
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 March 12, 2004, a date within five business days prior to
        the date of filing of this registration statement.




                                          1

<PAGE>



                           Post Effective Amendment to the
           2004 Benefit Plan of Diversified Financial Resources Corporation


        This Post Effective Amendment No. One is being filed to reflect that the
Board of Directors of Diversified Financial Resources Corporation (the
"Company") has amended The 2004 Benefit Plan of Diversified Financial Resources
Corporation as filed by the Company in an S-8 filed on February 6, 2004, file
no. 333-112592, which is incorporated herein by reference. This amendment will
increase the number of shares to be included in the plan from twenty five
million (25,000,000) to one hundred million (100,000,000). The amendment to the
2004 Benefit Plan of Diversified Financial Resources Corporation, is filed as
Exhibit "A" hereto. The additional seventy five million (75,000,000) shares are
being registered hereby.

Item 8. Exhibits.

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

                                          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 Post
Effective Amendment No. One to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Diego,
California, on March 16, 2004.

                                    Diversified Financial Resources Corporation

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




 /s/ John Chapman                   Date:      3/16/2004
------------------------------------       --------------------------------
 John Chapman, Director


    /s/ Dennis Thompson             Date:      3/16/2004
-----------------------------------        -----------------------------------
Dennis Thompson, Director


   /s/ John Casey                   Date:      3/17/2004
------------------------------------       -------------------------------------
John Casey, Director



                                        2

<PAGE>





                                      INDEX TO EXHIBITS

<TABLE>
<S>         <C>             <C>                                                   <C>
Exhibits     SEC Ref. No.               Description of Exhibit                    Page
A                 4          Amendment to 2004 Benefit Plan of                     4
                             Diversified Financial Resources Corporation
B              5, 23(b)      Opinion and consent of Counsel with respect to        5
                             the legality of the issuance of securities being
                             issued pursuant to the Amended Benefit Plan

C                23(a)       Consent of Accountant                                 8
</TABLE>





                                          3

<PAGE>



Exhibit A, SEC Ref. No. 4.

                               POST EFFECTIVE AMENDMENT TO THE
                                    THE 2004 BENEFIT PLAN
                                              OF
                   DIVERSIFIED FINANCIAL RESOURCES CORPORATION

        Effective this 15th day of March, 2004, Paragraphs 3 and 13 of the 2004
Benefit Plan of Diversified Financial Resources Corporation shall be and hereby
are amended to read as follows:

3. Shares of Stock Subject to this Plan. A total of One Hundred Million
(100,000,000) 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.

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 100 millionth share is issued hereunder.


    ATTEST:

 /s/ John Chapman
John Chapman, President



                                         4

<PAGE>



                                 MICHAEL GOLIGHTLY

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

March 16, 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 post-effective amendment to 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 post-effective amendment to the plan
entitled "The 2004 Benefit Plan of Diversified Financial Resources Corporation"
(the "Benefit Plan") pursuant to which the Company will authorized the issuance
of a total of One Hundred Million (100,000,000) shares of the Company's common
stock, par value $0.001 (the "Shares"), the amendment to increase the number of
shares by 75,000,000.

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 March 15, 2004, authorizing and
    approving the Amendment to the Company's 2004 Benefit Plan and the
    preparation of the Post-Effective Amendment No. One to the S-8 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
the amendment to the Form S-8 and that the quantity of shares to be included in
the amendment to the Form S-8 are 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.


                                       5

<PAGE>



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 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 and the proposed post-effective amendment thereto;
the Company's Board of Directors has authorized the filing of the Registration
Statement and the proposed post-effective amendment; and that the total of One
Hundred Million (100,000,000) 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.



                                       6

<PAGE>



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.

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 Post Effective Amendment No. One to
the S-8 Registration Statement as originally filed on February 6, 2004. I hereby
consent to its use as an exhibit to the Post Effective Amendment 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


                                          7

<PAGE>



                CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

                                 Jones Simkins P.C.
                              95 West 100 South #200
                                  P.O. Box 747
                               Logan, UT 84323-0747

We consent to the incorporation by reference on Post Effective Amendment No. One
to 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 P.C.

JONES SIMKINS P.C.
Logan, Utah
March 17, 2004





























                                         8

<PAGE>
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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": "333-113709", "film-number": "04677393"}, "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
                                  ---------------------------
                               POST EFFECTIVE AMENDMENT NO. ONE
                                           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   75,000,000    $0.007                $525,000               $131.25
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 March 12, 2004, a date within five business days prior to
        the date of filing of this registration statement.

                                          1
Post Effective Amendment to the
           2004 Benefit Plan of Diversified Financial Resources Corporation

        This Post Effective Amendment No. One is being filed to reflect that the
Board of Directors of Diversified Financial Resources Corporation (the
"Company") has amended The 2004 Benefit Plan of Diversified Financial Resources
Corporation as filed by the Company in an S-8 filed on February 6, 2004, file
no. 333-112592, which is incorporated herein by reference. This amendment will
increase the number of shares to be included in the plan from twenty five
million (25,000,000) to one hundred million (100,000,000). The amendment to the
2004 Benefit Plan of Diversified Financial Resources Corporation, is filed as
Exhibit "A" hereto. The additional seventy five million (75,000,000) shares are
being registered hereby.

Item 8. Exhibits.

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

                                          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 Post
Effective Amendment No. One to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Diego,
California, on March 16, 2004.

                                    Diversified Financial Resources Corporation

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

 /s/ John Chapman                   Date:      3/16/2004
------------------------------------       --------------------------------
 John Chapman, Director

    /s/ Dennis Thompson             Date:      3/16/2004
-----------------------------------        -----------------------------------
Dennis Thompson, Director

   /s/ John Casey                   Date:      3/17/2004
------------------------------------       -------------------------------------
John Casey, Director

                                        2
INDEX TO EXHIBITS
Exhibits     SEC Ref. No.               Description of Exhibit                    Page
A                 4          Amendment to 2004 Benefit Plan of                     4
                             Diversified Financial Resources Corporation
B              5, 23(b)      Opinion and consent of Counsel with respect to        5
                             the legality of the issuance of securities being
                             issued pursuant to the Amended Benefit Plan

C                23(a)       Consent of Accountant                                 8
3
Exhibit A, SEC Ref. No. 4.

                               POST EFFECTIVE AMENDMENT TO THE
                                    THE 2004 BENEFIT PLAN
                                              OF
                   DIVERSIFIED FINANCIAL RESOURCES CORPORATION

        Effective this 15th day of March, 2004, Paragraphs 3 and 13 of the 2004
Benefit Plan of Diversified Financial Resources Corporation shall be and hereby
are amended to read as follows:

3. Shares of Stock Subject to this Plan. A total of One Hundred Million
(100,000,000) 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.

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 100 millionth share is issued hereunder.

    ATTEST:

 /s/ John Chapman
John Chapman, President

                                         4
MICHAEL GOLIGHTLY

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

March 16, 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 post-effective amendment to 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 post-effective amendment to the plan
entitled "The 2004 Benefit Plan of Diversified Financial Resources Corporation"
(the "Benefit Plan") pursuant to which the Company will authorized the issuance
of a total of One Hundred Million (100,000,000) shares of the Company's common
stock, par value $0.001 (the "Shares"), the amendment to increase the number of
shares by 75,000,000.

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 March 15, 2004, authorizing and
    approving the Amendment to the Company's 2004 Benefit Plan and the
    preparation of the Post-Effective Amendment No. One to the S-8 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
the amendment to the Form S-8 and that the quantity of shares to be included in
the amendment to the Form S-8 are 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.

                                       5
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 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 and the proposed post-effective amendment thereto;
the Company's Board of Directors has authorized the filing of the Registration
Statement and the proposed post-effective amendment; and that the total of One
Hundred Million (100,000,000) 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.

                                       6
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.

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 Post Effective Amendment No. One to
the S-8 Registration Statement as originally filed on February 6, 2004. I hereby
consent to its use as an exhibit to the Post Effective Amendment 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

                                 Jones Simkins P.C.
                              95 West 100 South #200
                                  P.O. Box 747
                               Logan, UT 84323-0747

We consent to the incorporation by reference on Post Effective Amendment No. One
to 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 P.C.

JONES SIMKINS P.C.
Logan, Utah
March 17, 2004

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