SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                              ---------------------------
                           POST EFFECTIVE AMENDMENT NO. TWO
                                       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>
                                                  Proposed Maximum      Proposed Maximum      Amount of
Title of Securities to be         Amounts to     Offering Price Per    Aggregate Offering   Registration
Registered                      be Registered         Share(1)               Price               Fee
---------------------------    ---------------   ------------------   -------------------   ------------
Common Stock, issuable upon        150,000,000   $           0.0017   $           255,000   $      63.75
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 May 17, 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. Two 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 and amended on March
18, 2004, file no. 333-113709, which is incorporated herein by reference. This
second amendment will increase the number of shares to be included in the plan
from one hundred million (100,000,000) to two hundred fifty million
(250,000,000). The amendment to the 2004 Benefit Plan of Diversified Financial
Resources Corporation, is filed as Exhibit "A" hereto. The additional one
hundred fifty million (150,000,000) 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 May 18, 2004.

                                     Diversified Financial Resources Corporation

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




  /s/ John Chapman                    Date:  May 20, 2004
-------------------------------       -----------------------------
 John Chapman, Director


  /s/ Dennis Thompson                 Date:  May 20, 2004
-------------------------------       -----------------------------
Dennis Thompson, Director


  /s/ John Casey                      Date:  May 20, 2004
-------------------------------       -----------------------------
John Casey, Director



                                      2

<PAGE>





                            INDEX TO EXHIBITS


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

C                 23(a)          Consent of Accountant                         8






                                      3

<PAGE>



Exhibit A, SEC Ref. No. 4.

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

         Effective this 18th day of May, 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 Two Hundred Fifty Million
(250,000,000) 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 250 millionth share is issued hereunder.


     ATTEST:

/s/ John Chapman
John Chapman, President



                                       4

<PAGE>



                               MICHAEL GOLIGHTLY

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

May 18, 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 The Post-Effective Amendment No. Two 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 second
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 Two Hundred Fifty
Million (250,000,000) shares of the Company's common stock, par value $0.001
(the "Shares"), the second amendment will increase the number of shares by
150,000,000.

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 May 18, 2004, authorizing and approving the Amendment to
     the Company's 2004 Benefit Plan and the preparation of the Post-Effective
     Amendment No. Two 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, 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 Two
Hundred Fifty Million (250,000,000) 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 other
     jurisdictions 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. Two to
the S-8 Registration Statement as originally filed on February 6, 2004 and
amended on March 18, 2004. I hereby consent to its use as an exhibit to the Post
Effective Amendment No. Two 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

We consent to the incorporation by reference on Post Effective Amendment No. Two
to Form S-8 of our report dated April 2, 2004 with respect to the consolidated
financial statements of Diversified Financial Resources Corporation included in
the Annual Report on Form 10-KSB for the year ended December 31, 2003.



/s/ Jones Simkins
JONES SIMKINS, P.C.
Logan, Utah
May 19, 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": "333-115715", "film-number": "04823366"}, "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. TWO
                                       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
                      -------------------------------
Proposed Maximum      Proposed Maximum      Amount of
Title of Securities to be         Amounts to     Offering Price Per    Aggregate Offering   Registration
Registered                      be Registered         Share(1)               Price               Fee
---------------------------    ---------------   ------------------   -------------------   ------------
Common Stock, issuable upon        150,000,000   $           0.0017   $           255,000   $      63.75
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 May 17, 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. Two 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 and amended on March
18, 2004, file no. 333-113709, which is incorporated herein by reference. This
second amendment will increase the number of shares to be included in the plan
from one hundred million (100,000,000) to two hundred fifty million
(250,000,000). The amendment to the 2004 Benefit Plan of Diversified Financial
Resources Corporation, is filed as Exhibit "A" hereto. The additional one
hundred fifty million (150,000,000) 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 May 18, 2004.

                                     Diversified Financial Resources Corporation

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

  /s/ John Chapman                    Date:  May 20, 2004
-------------------------------       -----------------------------
 John Chapman, Director

  /s/ Dennis Thompson                 Date:  May 20, 2004
-------------------------------       -----------------------------
Dennis Thompson, Director

  /s/ John Casey                      Date:  May 20, 2004
-------------------------------       -----------------------------
John Casey, Director

                                      2
INDEX TO EXHIBITS

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

C                 23(a)          Consent of Accountant                         8

                                      3
Exhibit A, SEC Ref. No. 4.

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

         Effective this 18th day of May, 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 Two Hundred Fifty Million
(250,000,000) 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 250 millionth share is issued hereunder.

     ATTEST:

/s/ John Chapman
John Chapman, President

                                       4
MICHAEL GOLIGHTLY

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

May 18, 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 The Post-Effective Amendment No. Two 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 second
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 Two Hundred Fifty
Million (250,000,000) shares of the Company's common stock, par value $0.001
(the "Shares"), the second amendment will increase the number of shares by
150,000,000.

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 May 18, 2004, authorizing and approving the Amendment to
     the Company's 2004 Benefit Plan and the preparation of the Post-Effective
     Amendment No. Two 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, 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 Two
Hundred Fifty Million (250,000,000) 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 other
     jurisdictions 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. Two to
the S-8 Registration Statement as originally filed on February 6, 2004 and
amended on March 18, 2004. I hereby consent to its use as an exhibit to the Post
Effective Amendment No. Two 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 Post Effective Amendment No. Two
to Form S-8 of our report dated April 2, 2004 with respect to the consolidated
financial statements of Diversified Financial Resources Corporation included in
the Annual Report on Form 10-KSB for the year ended December 31, 2003.

/s/ Jones Simkins
JONES SIMKINS, P.C.
Logan, Utah
May 19, 2004

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