Gotta luv it.
MINUTES OF THE
SHAREHOLDERS MEETING
OF
DIVERSIFIED RESOURCES GROUP,
INC.
Pursuant to notice, an annual meeting of the Shareholders of the above corporation
was held on August 11, 1999 at 11:00 in Sarasota, Florida.
The purpose of the meeting: To adopt the resolutions indicated in the proxy statement
and any appropriate amendments.
I. QUORUM. A quorum was declared present based on the presence in person or by
proxy of Shareholders representing 54.8% of the common stock of the Company.
II. REPORTS.
A. Report by Christopher R. Beck.
Batteries: Mr. Beck discussed in detail the nature of the supplier relationship, and the
patented impedance testing features available with the batteries. Mr. Beck
emphasized the ability of the manufacturer, through its patents, to match power cells
within one percent (1%) of each other creating a higher performance battery with an
extended life expectancy. Mr. Beck also emphasized the price advantages available
to the Company.
B. Report by J. Michael Matheny.
Real Estate: Mr. Matheny brought a number of maps documenting the physical
location, site plans and zoning of the property which the Company intends to develop.
Mr. Matheny provided information pertinent to the success of the adjacent
developments, and emphasized the demographics of the North Raleigh, North
Carolina area. In addition, the growth pattern and proximity to the Research Triangle
area was discussed. Mr. Matheny explained the Letters of Intent and Letters of
Comitment that the Company has secured, and the mechanics of how those
transactions would be administered.
C. Report by Carl L. Smith, III.
HIV Screening Test: Mr. Smith discussed the Company?s rights in connection with the
potential acquisition of Virotest, Inc. and its patented HIV screening test. The
performance specifications of the product and its history were discussed. In addition,
the Company?s contractual relationship with Quintiles, a multi-billion dollar bio-tech firm
headquartered in Research Triangle, North Carolina was also discussed, along with
the nature and progress of Quintiles work to date.
D. Report by Matthew A. Veal.
Financial Report: A copy of the 1998 audit was discussed and made available to the
participants of the meeting as well as a progress report on the Company?s efforts to
file its Form 10. In addition, a brief analysis of the shares issued in connection with the
Company?s recent reorganization and recapitalization was discussed. The reverse
split process was discussed by Mr. Veal with an explanation to the Shareholders that
motions indicated in the proxy statement were being amended to authorize the Board
of Directors to execute a reverse split when and if it deems such action to be
necessary. Reference was made to the Company?s recent Press Release clarifying its
position regarding the reverse split.
III. ELECTION OF DIRECTORS.
The following persons were elected as Directors for the terms provided in the
By-Laws.
Name: O. Howard Davidsmeyer, Jr.
Term: One (1) year
Address: 355 Interstate Blvd. Sarasota, FL 34240
Name: Carl L. Smith
Term: One (1) year
Address: 355 Interstate Blvd. Sarasota, FL 34240
Name: Christopher R. Beck
Term: One (1) year
Address: 355 Interstate Blvd. Sarasota, FL 34240
Name: Matthew A. Veal
Term: One (1) year
Address: 355 Interstate Blvd. Sarasota, FL 34240
Name: J. Michael Matheny
Term: One (1) year
Address: 355 Interstate Blvd. Sarasota, FL 34240
IV. AUTHORIZATION OF CORPORATE ACTION.
The following corporate actions were taken by appropriate motions duly made,
seconded, and adopted by the unanimous vote of the Shareholders present.
The Officers and Directors were authorized to take all actions and to sign all
documents reasonably needed to:
Execute, if and when the Board deems it to be in the best interest of the Company, up
to a 10-for-1 reverse split of the Company?s common stock which would result in the
following amendment to the Company?s Articles of Incorporation.
Section 1. Authorized Shares. The aggregate number of shares of capital stock
authorized to be issued by the Corporation is 101,000,000 divided into two classes.
The designation of each class, the number of shares of each class, and the par value
of the shares of each class are set forth herein.
Class
Number
of Shares
Par Value
per Share
Common Shares
100,000,000
$0.01
Preferred Shares
1,000,000
$0.01
The Company also approved a motion to empower the Board of Directors to finalize a
contract with Cordless Power Corporation, Diversified Resources Group and
Christopher Beck in a performance based Agreement. The Agreement provides Mr.
Beck to be paid a salary and 10,000,000 common shares of the Company?s stock that
are subject to a two (2) year holding period under Rule 144. In the event that gross
profit targets of $9,000,000 for CPC over the next three (3) years are not met,
9,000,000 of the shares shall be returned (pro rata) to the Company?s treasury from
escrow.
The Shareholders formally ratified the name change to Diversified Resources
Group, Inc. to acknowledge the diversification of the Company to include real estate
and medical to supplement and reduce risk in connection with the Company?s core
electronic supply brokering business.
The Company approved the appointment of the international firm, Jones, Jensen and
Company of the McGladrey network as auditors for 1999.
There being no further business, the meeting was duly adjourned.
s/ Matthew A. Veal
Matthew A. Veal
Secretary/Treasurer
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