UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14F-1
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INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
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DIVERSIFIED OPPORTUNITIES, INC.
(Name of Small Business Issuer in Its Charter)
000-23446
(Commission File Number)
Delaware 94-3008888
(State or other jurisdiction of (IRS Employer
Incorporation of organization) Identification Number)
330 Clematis Street, Suite 217
West Palm Beach, FL 33401
(Address of Principal Executive Offices)
(800) 341-2684
(Issuer's Telephone Number, Including Area Code)
DIVERSIFIED OPPORTUNITIES, INC.
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
DIVERSIFIED OPPORTUNITIES, INC. IS NOT SOLICITING PROXIES IN CONNECTION WITH THE
MATTERS DESCRIBED IN THIS INFORMATION STATEMENT, AND NO VOTE OR OTHER ACTION BY
THE DIVERSIFIED OPPORTUNITIES, INC. SHAREHOLDERS IS REQUIRED TO BE TAKEN IN
CONNECTION WITH THIS INFORMATION STATEMENT.
This Information Statement is being furnished to the holders of record
on May 19, 2008 of the outstanding shares of common stock, $.001 par value
("Common Stock"), of Diversified Opportunities, Inc., a Delaware corporation
(the "Company"), in connection with the possible designation by QRSciences
Holdings Limited ("QRSciences") of the sole member of the Board of Directors of
the Company, pursuant to the terms of a Stock Purchase Agreement dated May 16,
2008 (the "Purchase Agreement") by and between QRSciences and Corporate Services
International Profit Sharing Plan (the "Seller"). The closing (the "Closing") of
the purchase and sale of Seller's 9,000,000 shares of Company common stock under
the Purchase Agreement is scheduled to occur on May 30, 2008, or such later date
as agreed upon by the parties. This Information Statement is being provided
solely for informational purposes and not in connection with a vote of the
Company's stockholders.
The Purchase Agreement provides that the Seller Michael Anthony, the
Company's current sole officer and director and majority stockholder, shall take
all necessary action to appoint the individual designated by QRSciences to serve
as the director of the Company, such designation to be effective no sooner than
10 days following the filing of this Information Statement with the Securities
and Exchange Commission and its mailing to the Company's holders of record. QR
Sciences has designated Kevin Russeth. The Purchase Agreement also provides that
effective upon the later to occur of the date of Closing, or the date which is
ten (10) days following the mailing of the Schedule 14(f)-1 to the Company
stockholders, Michael Anthony shall appoint Kevin Russeth to the Company's Board
of Directors, and shall resign.
This Information Statement is being furnished pursuant to Section 14(f)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Rule 14f-1 promulgated thereunder. The information contained in this Information
Statement concerning QRSciences and the QRSciences designee has been furnished
to the Company by QRSciences, and the Company assumes no responsibility for the
accuracy or completeness of any such information.
Change in Control Transaction
The Purchase Agreement provides for the purchase by QRSciences of all
of Seller's 9,000,000 shares of Company common stock, which shares constitute
97.83% of the 9,199,221 shares of Company common stock outstanding as of the
date of the Purchase Agreement, in exchange for the payment of $650,000 by
QRSciences to Seller.
In connection with the Closing of the Purchase Agreement, there will be
a change of control. Prior to the Closing under the Purchase Agreement, Seller
will own 97.83% of the Company's outstanding common stock. After the Closing
under the Purchase Agreement, QRSciences will own 97.83% of the Company's
outstanding common stock.
Voting Securities
The Company's Common Stock is the only class of equity security that is
currently outstanding and entitled to vote at a meeting of the Company's
stockholders. Each share of Common Stock entitles the holder thereof to one (1)
vote. As of May 15, 2008, there were 9,199,221 shares of the Company's Common
Stock outstanding.
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Board of Directors and Executive Officers
Directors are elected at the annual meeting of stockholders or by
unanimous written consent of the stockholders, and each director holds office
until his successor is appointed or he resigns, unless sooner removed. During
the fiscal year ended December 31, 2007, the Board of Directors held 5 meetings.
The Company has limited operations to audit, and pays no executive compensation.
Accordingly, the Company currently has no standing audit, nominating or
compensation committees of the Board of Directors. The Company anticipates that
it will establish audit and compensation committees at some point in time
following the closing of the Purchase Agreement.
The Company's Board of Directors and executive officers prior to the
Closing of the Purchase Agreement are set forth on the table below. Stockholders
may communicate with the Company's directors, by submitting written
correspondence to the Company's executive offices. The following sets forth
certain information concerning Mr. Anthony's experience and background.
Name Age Position(s)
---- --- -----------
Michael Anthony 42 President, Chief Executive Officer, Secretary,
Treasurer, and Director
Mr. Anthony has been an officer and director of the Company since July
2, 2007. Mr. Anthony is the sole officer and director of Corporate Services
International, Inc. a personal use business consulting company. In addition,
since November 2004, Mr. Anthony has been President and CEO of Union Equity,
Inc. and its wholly owned subsidiary Home Sales 24/7, Inc. Union Equity, Inc. is
an Internet based real estate marketing firm. On or about July 15, 2005 Mr.
Anthony became an officer and director of Ubrandit.com, Inc. a reporting blank
check company and resigned his position on October 31, 2006. On or about July
30, 2006 Mr. Anthony became an officer and director of Standard Commerce, Inc. a
reporting blank check company and resigned his position effective August 24,
2007. On or about March 15, 2007, Mr. Anthony became an officer and director
Apogee Robotics, Inc. a reporting blank check company and resigned his position
effective March 31, 2008. On or about May 25, 2007, Mr. Anthony became an
officer and director or Aim Smart Corporation, a reporting blank check company
and resigned his position effective April 24, 2008.
Director and Officer Compensation
During fiscal 2007 and through the date of this Schedule, the Company's
sole officer and director has not been paid any compensation. The determination
of whether to pay compensation to the Company's officers and directors is made
from time to time by the Company's Board of Directors.
QRSciences' Designee
In connection with the terms of the Purchase Agreement, Michael Anthony
has agreed to resign from his officer positions with the Company effective as
of, and conditioned upon, the Closing under the Purchase Agreement. Also in
connection with the terms of the Purchase Agreement, Michael Anthony has agreed
to resign as a director of the Company effective upon the later to occur of the
date of Closing, or the date which is ten (10) days following the mailing of the
Schedule 14(f)-1 to the Company stockholders. The resignations of Michael
Anthony from his officer and director positions are conditions of the Closing of
the Purchase Agreement and not due to any disagreement with the Company.
In connection with the terms of the Purchase Agreement, Michael Anthony
has agreed to appoint the QRSciences designee, Kevin Russeth, as an officer and
to the board of directors of the Company effective as of the Closing. Mr.
Russeth has consented to serve as an officer and director of the Company
effective as of the dates of his appointment. QRSciences has advised the Company
that, to its knowledge, neither Mr. Russeth, nor any of any of his affiliates
beneficially owns any equity securities or rights to acquire any such securities
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of the Company, and no such person has been involved in any transaction with the
Company or any of its directors, executive officers or affiliates that is
required to be disclosed pursuant to the rules and regulations of the Securities
and Exchange Commission other than with respect to the transactions between
QRSciences and the Company that have been described herein. In addition,
QRSciences has advised the Company that, to its knowledge, Mr. Russeth is not
currently a director of, and does not hold any position with, the Company, nor
does Mr. Russeth have a familial relationship with any director or executive
officer of the Company.
The following sets forth certain information concerning Mr. Russeth's
background and experience:
Mr. Kevin Russeth, age 47, has been the Managing Director of QRSciences
Holdings Limited, a public company headquartered in Melbourne, Australia, since
June 2002. He has been the Chief Executive Officer and Executive Director of
QRSciences Holdings Limited's subsidiary, QRSciences Pty Ltd since June 2002,
and President of QRSciences Corp since March 2004. Mr. Russeth has been a
director of Spectrum SDI since February 2006. Mr. Russeth acted as Executive
Chairman and Chief Executive Officer of QRSciences Holdings Limited from June
2002 until December 2007. Prior to his tenure at QRSciences, Mr. Russeth spent
several years in the financial services industry with EF Hutton, Shearson
Lehman, Merrill Lynch, and immediately preceding his current employment as Vice
President with Smith Barney.
Certain Relationships and Related-Party Transactions
In connection with the Order granting Corporate Services,
International, Inc., the right to take all actions to hold a shareholder meeting
of Diversified Opportunities, Inc. for the purpose of the election of directors
and other corporate action, approved on April 3, 2007, Michael Anthony became
our sole interim director and on July 2, 2007 was elected sole director at the
annual shareholder meeting. As sole director, Michael Anthony entered into an
agreement with the Corporate Services International Profit Sharing (CSIPS)
whereby CSIPS agreed to make an investment of paid in capital of $30,000 to be
used to pay for costs and expenses necessary to bring the Company back into
compliance with state corporate laws and to file a Registration Statement. In
exchange for the $30,000 CSIPS was issued 9,000,000 shares of common stock (post
split) on October 9, 2007. Corporate Services International Profit Sharing is an
entity, for which Michael Anthony is beneficiary. Corporate Services
International, Inc. is a private services corporation for which Michael Anthony
is the sole shareholder, officer and director.
Laura Anthony, Esquire has been the corporate and securities counsel
to the Company. Laura Anthony is Michael Anthony's wife. Ms. Anthony's legal
fees for the fiscal year end December 31, 2007 totaled $15,000.
Beneficial Ownership of the Company's Common Stock
The following table sets forth, as of May 15, 2008, information with
respect to the securities holdings of all persons which the Company, pursuant to
filings with the Securities and Exchange Commission ("SEC") and the Company's
stock transfer records, has reason to believe may be deemed the beneficial owner
of more than five percent (5%) of the Common Stock. The following table also
sets forth, as of such date, the beneficial ownership of the Common Stock by all
officers and directors, individually and as a group.
Amount and Nature
Name and Address of Beneficial Owner of Beneficial Percentage
Ownership (1) of Class (1)
------------------------------------ ------------------ ------------
Officers and Directors
Michael Anthony
330 Clematis Street (217)
West Palm Beach, FL 33401
9,000,000 97.83%
All directors and executive officers
as a group (1 person) 9,000,000 97.83%
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(1) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations promulgated under the Exchange Act and, accordingly, may
include securities owned by or for, among others, the spouse and/or minor
children of an individual and any other relative who resides in the same
home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or which each person
has the right to acquire within sixty (60) days through the exercise of
options or otherwise. Beneficial ownership may be disclaimed as to certain
of the securities. This table has been prepared based on 9,199,221 shares
of Common Stock, and no warrant, options or other convertible securities
outstanding as of May 16, 2008.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Company's officers,
directors and persons owning greater than ten percent (10%) of the Common Stock
(collectively, "Reporting Persons") to file with the SEC initial reports of
ownership and reports of changes in beneficial ownership of Common Stock. Such
Reporting Persons are also required by applicable SEC rules to furnish to the
Company copies of all forms filed with the SEC pursuant to Section 16(a) of the
Exchange Act. Based solely on its review of the copies of such forms received by
it, or written representations from such persons that no other reports were
required for such persons, the Company believes that all such forms have been
filed.
Signatures
Pursuant to the requirements of the Exchange Act, the Company has duly
caused this information statement to be signed on its behalf by the undersigned
hereunto duly authorized.
Diversified Opportunities, Inc.
/s/ Michael Anthony
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Michael Anthony, President
Dated: May 19, 2008
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