UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Golden Opportunity Development Corporation
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
38114T 10 9
(CUSIP Number)
Richard D. Surber,268 West 400 South, Suite 300,
Salt Lake City, Utah 84101
(801)575-8073
(Name, address and telephone number of person
authorized to receive notices and communications)
December 14, 1999
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
<PAGE>
SCHEDULE 13D
CUSIP No. 38114T 10 9
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Diversified Holdings I, Inc., a Nevada Corporation.("Diversified")
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( X )
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Diversified is a Nevada Corporation
7) SOLE VOTING POWER 163,523
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 163,523
PERSON WITH
10) SHARED DISPOSITIVE POWER
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,523
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.4%
14) TYPE OF REPORTING PERSON
CO
<PAGE>
Item 1. Security and Issuer
This schedule relates to common stock, par value $0.001 per share, of
Golden Opportunity Development Corporation. ("Common Stock"). Golden Opportunity
Development Corporation ("Golden Opportunity") is a Louisiana corporation with
principal offices at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101
Item 2. Identity and Background
(a) This schedule is filed by Diversified Holdings I, Inc., a Nevada Corporation
("Diversified").
(b) The business address for Diversified is 268 West 400 South, Suite 300, Salt
Lake City, Utah 84101
(c) Diversified is a holding company
(d) Diversified has not been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) during the last five years.
(e) During the last five years Diversified has never been a party to a civil
proceeding that resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws of finding any violation with respect to such laws.
(f) Diversified is a Nevada Corporation
Item 3. Source and Amount of Funds or Other Consideration
The 163,523 shares that are the impetus for filing this schedule were
acquired for investment purposes on April 2, 1999. On April 2, 1999, Innovative
Property Development Corporation, a Nevada corporation ("IPDC") signed an
Acquisition Agreement with Diversified. Pursuant to the terms of this
Acquisition Agreement, IPDC divested itself of all of its subsidiaries in
exchange for 982,528 shares of IPDC common stock which was previously owned by
CyberAmerica Corporation, a Nevada corporation, and 222,220 shares of
Diversified. As a result of this transaction, Diversified obtained the subject
shares of Golden Opportunity.
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the
acquisition of securities of the issuer and describes any plans or proposals
resulting in material transactions with Golden Opportunity.
Diversified has no current plans to purchase additional shares or to
dispose of any of its shares in Golden Opportunity.
Diversified is not aware of any current plans or proposals which would
involve any extraordinary corporate transaction, involve any sale or transfer of
a material amount of the corporation's assets, a change in the directors or
management of the corporation or change its capitalization or dividend policies,
<PAGE>
involve a change in the corporation's business or corporate structure or change
its charter or by-laws or the status of the common stock of the corporation.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by Diversified may be found in rows 7 - 11
and 13 of the cover page.
(b) The powers that Diversified has relative to the shares discussed herein may
be found in rows 7 through 10 of the cover page. The quantity of shares owned by
Diversified is 163523 shares of Common Stock.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed in Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Richard D. Surber, the President of Diversified has the power to
control disposition of and voting of the Diversified shares. This arises from
his position as President and CEO of Diversified.
Item 7. Material to Be Filed as Exhibits.
A. April 2, 1999 Acquisition Agreement.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Diversified Holdings I, Inc.
Date: February 8, 2000
--------------------- By /s/ Richard Surber
---------------------------
Richard Surber, President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
ACQUISITION AGREEMENT
BETWEEN
DIVERSIFIED HOLDINGS I, INC.
AND
INNOVATIVE PROPERTY DEVELOPMENT CORP.
<PAGE>
ACQUISITION AGREEMENT
TABLE OF CONTENTS
Purchase and Sale..............................................................2
Purchase Price ................................................................2
Warranties and Representations of IPDC and Sellers.............................2
Warranties and Representations of DHI .........................................5
Term ..........................................................................7
The DHI Shares ................................................................8
Conditions Precedent to Closing ...............................................8
Termination ...................................................................9
Exhibits.......................................................................9
Miscellaneous Provisions ......................................................9
Closing .......................................................................9
Governing Law ................................................................10
Counterparts .................................................................10
1
<PAGE>
ACQUISITION AGREEMENT
---------------------
THIS ACQUISITION AGREEMENT dated April 2, 1999, by, between and among
Diversified Holdings I, Inc., a Nevada Corporation ("DHI"), and Innovative
Property Development Corp, a Utah corporation, ("IPDC").
WHEREAS, IPDC owns an interest in several corporations through its
holdings in the common stock of such corporations, several are 100% owned by
IPDC and in others a less than 100% interest is held; and
WHEREAS, IPDC desires to sell and DHI desires to purchase one hundred
(100%) percent of such shares;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
I. Purchase and Sale. IPDC hereby agree to sell, transfer, assign and
convey to DHI and DHI hereby agrees to purchase and acquire from IPDC,
one hundred (100%) percent of IPDC's issued and outstanding common
stock in each of the named corporations set forth in Exhibit "A" as
attached hereto (the "IPDC Transfer Shares"), in a reorganization that
is intended to be a tax-free exchange of shares of stock.
II. Purchase Price. The aggregate purchase price to be paid by DHI for the
IPDC Common Shares shall be 982,528 shares of IPDC voting common stock
and 222,220 shares of DHI voting common stock (the "DHI Purchase
Shares"). DHI is aware and agrees to allow Oasis International Hotel &
Casino Inc., a corporation listed on Exhibit "A" hereto, to assign and
transfer the promissory note, and related security, it holds from Oasis
Hotel, Resort & Casino III, Inc. in the original amount of $3,425,000
and dated May 11, 1998 to IPDC. IPDC further agrees to transfer to DHI
1,000,000 shares of its Preferred Stock.
III. Warranties and Representations of IPDC. In order to induce DHI to enter
into the Agreement and to complete the transaction contemplated hereby,
IPDC warrants and represents to DHI that:
A. Organization and Standing. IPDC is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Utah, is qualified to do business as a
foreign corporation in every other state or jurisdiction in
which it operates to the extent required by the laws of such
states and jurisdictions, and has full power and authority to
carry on its business as now conducted and to own and operate
its assets, properties and business. Attached hereto as
Exhibit "C" are true and correct copies of IPDC's Certificate
of Incorporation, amendments thereto and all current By laws
of IPDC. No changes thereto will be made in any of the Exhibit
"C" documents before the Closing.
2
<PAGE>
B. Capitalization. As of April 1, 1999, the IPDC Transfer Shares
constitute one hundred (100%) percent of the equity capital of
IPDC in each of the corporations listed on Exhibit "A", which
includes, inter alia, one hundred (100%) percent of IPDC's
voting power, right to receive dividends, when, as and if
declared and paid, and the right to receive the proceeds of
liquidation attributable to common stock, if any.
C. Ownership of the IPDC Transfer Shares. As of the Date hereof,
IPDC is the sole owner of the IPDC Transfer Shares, free and
clear of all liens, encumbrances and restrictions of any
nature whatsoever, except by reason of the fact that the IPDC
Transfer Shares will not have been registered under the `'33
Act, or any applicable State Securities laws.
D. Taxes. IPDC has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate, and has paid or
accrued for payment all taxes as shown on such returns, such
that a failure to file, pay or accrue will not have a material
adverse effect on IPDC or the corporations listed in Exhibit
A.
E. Pending Actions. There are no material legal actions,
lawsuits, proceedings or investigations, either administrative
or judicial, pending or threatened, against or affecting IPDC
and the corporations that are the subject of this agreement as
listed in Exhibit A, or that arise out of the operation of
those corporations, except as described in Exhibit "D"
attached hereto. IPDC is not in violation of any law, material
ordinance or regulation of any kind whatever, including, but
not limited to laws, rules and regulations governing the sale
of its products, the `33 Act, the Securities Exchange Act of
1934, as amended (the "34 Act") the Rules and Regulations of
the U.S. Securities and Exchange Commission ("SEC"), or the
Securities Laws and Regulations of any state.
F. Governmental Regulation. The Corporations listed in Exhibit
"A" hold the licenses and registrations set forth on Exhibit
"E" hereto from the jurisdictions set forth therein, which
licenses and registrations are all of the licenses and
registrations necessary to permit those Corporations to
conduct their current business. All of such licenses and
registrations are in full force and effect, and there are no
proceedings, hearings or other actions pending that may affect
the validity or continuation of any of them. No approval of
any other trade or professional association or agency of
government other than as set forth on Exhibit "E" is required
for any of the transactions effected by this Agreement, and
the completion of the transactions contemplated by the
Agreement will not, in and of themselves, affect or jeopardize
the validity or continuation of any of them.
G. Ownership of Assets. Except as set forth in Exhibit "F", IPDC
has good, marketable title, without any liens or encumbrances
of any nature whatever, to all of the shares listed in Exhibit
"A".
3
<PAGE>
H. No Interest in Suppliers, Customers, Landlords or Competitors.
Neither the Shareholders nor any member of their families have
any interest of any nature whatever in any supplier, customer,
landlord or competitor of IPDC or the Corporations listed in
Exhibit "A".
I. No Debt Owed by IPDC to Shareholders. Except as set forth in
Exhibit "G" IPDC does not owe any money, securities, or
property to either the Shareholders or any member of the
families or to any company controlled by such a person,
directly or indirectly. To the extent that IPDC may have any
undisclosed liability to pay any sum or property to any such
person or entity or any member of their families such
liability is hereby forever irrevocably released and
discharged.
J. Corporate Records. All of IPDC's books and records, including,
without limitation, its books of account, corporate records,
minute book, stock certificate books and other records of IPDC
are up-to-date, complete and reflect accurately and fairly the
conduct of its business in all material respects since its
date of incorporation.
K. No Misleading Statements or Omissions. Neither the Agreement
nor any financial statement, exhibit, schedule or document
attached hereto or presented to DHI in connection herewith,
contains any materially misleading statement, or omits any
fact or statement necessary to make the other statements or
facts therein set forth not materially misleading.
L. Validity of the Agreement. All corporate and other proceedings
required to be taken by IPDC in order to enter into and to
carry out the Agreement have been duly and properly taken. The
Agreement has been duly executed by IPDC, and constitutes the
valid and binding obligation of IPDC, except to the extent
limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or affecting generally
the enforcement of creditors rights. The execution and
delivery of the Agreement and the carrying out of its purposes
will not result in the breach of any of the terms or
conditions of, or constitute a default under or violate IPDC's
Certificate of Incorporation or document of undertaking, oral
or written, to which IPDC is a party or is bound or may be
affected, nor will such execution, delivery and carrying out
violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other
governmental body; and the business now conducted by IPDC
and/or those corporations listed in Exhibit A can continue to
be so conducted after completion of the transaction
contemplated hereby.
M. Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid,
and enforceable by DHI according to their terms, except to the
extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or affecting
generally the enforcement of creditors rights and that at the
4
<PAGE>
time of such execution and delivery, DHI will have acquired
title in and to the Transfer Shares listed in Exhibit "A" free
and clear of all claims, liens and encumbrances.
N. Access to Books and Records. DHI will have full and free
access to the books of those corporations listed in Exhibit
"A" during the course of this transaction prior to Closing,
during regular business hours.
O. IPDC's Financial Statements. IPDC's Balance Sheet and Profit
and Loss statement for the year ended December 31, 1998,
attached hereto as Exhibit "H", accurately describe IPDC's
financial position as of the dates thereof. Within 30 days
after the Closing. IPDC will provide DHI with certified
financial statements for the necessary periods to file a Form
10 or Form 10SB, if required. These financial statements shall
be prepared in accordance with generally accepted accounting
principles in the United States ("GAAP") (or as permitted by
regulation S-X, S-B and/or the rules promulgated under the
`33' act and the 34' act and certified by independent
certified public accountants with substantial SEC experience.)
IV. Warranties and Representations of DHI. In order to induce IPDC to enter
into the Agreement and to complete the transaction contemplated hereby,
DHI warrants and represents to IPDC and Sellers that:
A. Organization and Standing. DHI is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Nevada, is qualified to do business as a
foreign corporation in every other state in which it operates
to the extent required by the laws of such states, and has
full power and authority to carry on its business as now
conducted and to own and operate its assets, properties and
business.
B. Capitalization DHI's entire authorized equity capital consists
of shares of voting common stock, $.001 par value. As of the
Closing, DHI will have 20,000,000 shares Common Stock, $.001
par value, authorized, of which 2,000,000 shares of voting
common stock of DHI will be issued and outstanding, which does
not include the 222,220 shares being issued to IPDC hereunder
pursuant to Section 4(2) of the `33 Act of the issuance at
closing. Upon issuance, all of the DHI Common Stock will be
validly issued fully paid and non-assessable. The relative
rights and preferences of DHI's equity securities are set
forth in the Articles of Incorporation, as amended and DHI's
By-Laws (Exhibit "I" hereto). Except as set forth above, there
are no voting or equity securities convertible into voting
stock, and no outstanding subscriptions, warrants, calls,
options, rights, commitments or agreements by which DHI is
bound, calling for the issuance of any additional shares of
common stock or any other voting or equity security. The
By-Laws of DHI provide that a simple majority of the shares
voting at a stockholders' meeting at which a quorum is present
may elect all of the directors of DHI. Cumulative voting is
not provided for by the By-Laws or Articles of Incorporation
5
<PAGE>
of DHI. Accordingly, as of the Closing the 222,220 shares
being issued to and acquired by IPDC will constitute
approximately nine and 9/10 percent (9.9%) of the Common
Shares of DHI which will then be issued and outstanding, which
includes inter alia, that same percentage of DHI's voting
power, right to receive dividends, ---------- when, as and if
declared and paid, and the right to receive the proceeds of
liquidation attributable to common stock, if any.
C. Ownership of Shares. By DHI's issuance of the DHI Common
Shares to IPDC pursuant to the Agreement, the Shareholders
will thereby acquire good absolute marketable title thereto,
free and clear of all liens, encumbrances and restrictions of
any nature whatsoever, except by reason of the fact that such
DHI shares will not have been registered under the `33 Act.
D. Significant Agreements. DHI is not and will not at Closing be
bound by any of the following, unless specifically listed in
Exhibit "J" hereto:
1. Employment, advisory, or consulting contract;
2. Plan providing for employee benefits of any nature;
3. Lease with respect to any property or equipment;
4. Contract of commitment for any future expenditure in
excess of $100.
5. Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed, or otherwise become
liable for any obligation of any other person, firm or
organization;
6. Contract, agreement, understanding, commitment or
arrangement, other than in the normal course of
business, not fully disclosed or set forth in the
Agreement;
7. Agreement with any person relating to the dividend,
purchase or sale of securities, that has not been
settled by the delivery of payment of securities when
due, and which remains unsettled upon the date of the
Agreement.
E. Taxes. DHI has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate. All of such
returns are true and complete.
F. Liabilities. At and as of the Closing Date, DHI will have a
total of approximately $1,000 in current and long-term
liabilities, exclusive of the costs, including legal and
accounting fees and other expenses, in connection with this
transaction.
6
<PAGE>
G. No Pending Actions. There are no legal actions, lawsuits,
proceedings or investigations, either administrative or
judicial, pending or threatened, against or affecting DHI, or
against any of DHI's officers or directors and arising out of
their operation of DHI. DHI has been in compliance with, and
has not received notice of violation of any law, ordinance or
regulation of any kind whatever, including, but not limited
to, the `33 Act, the `34 Act, the Rules and Regulations of the
SEC or the Securities Laws and Regulations of any state. DHI
is not now and never has been required to file reports under
the `33 Act or the `34 Act.
H. Corporate Records. All of DHI's books and records, including
without limitation, its book of account, corporate records,
minute book, stock certificate books and other records are
up-to-date, complete and reflect accurately and fairly the
conduct of its business in all respects since its date of
incorporation.
I. No Misleading Statements or Omissions. Neither the Agreement
nor any financial statement, exhibit, schedule or document
attached hereto or presented to IPDC in connection herewith
contains any materially misleading statement, or omits any
fact or statement necessary to make the other statements of
facts therein set forth not materially misleading.
J. Validity of the Agreement. All corporate action and
proceedings required to be taken by DHI in order to enter into
and to carry out the Agreement have been duly and properly
taken. The Agreement has been duly executed by DHI, and
constitutes a valid and binding obligation of DHI. The
execution and delivery of the Agreement and the carrying out
of its purposes will not result in the breach of any of the
terms or conditions of, or constitute a default under or
violate, DHI's Certificate of Incorporation or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or other
document or undertaking, oral or written, to which DHI is a
party or is bound or may be affected, nor will such execution,
delivery and carrying out violate any order, writ, injunction,
decree, law, rule or regulation of any court regulatory agency
or other governmental body.
K. Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid,
and enforceable by IPDC according to their terms, and that at
the time of such execution and delivery, IPDC will have
acquired good, marketable title in and to the DHI Common
Shares acquired pursuant hereto, free and clear of all liens
and encumbrances.
L. Access to Books and Records. IPDC will have full and free
access to DHI's books and records during the course of this
transaction prior to and at the Closing.
M. DHI Financial Condition. Prior to the Closing, DHI will have
$1,000 in assets and $1,000 of liabilities.
7
<PAGE>
N. Stockholder Approval. Immediately upon the signing of the
Agreement, DHI will submit to its stockholders by meeting or
consent the matters described in section VII(B)(1) herein, if
required to do so under Nevada Corporate Law. IPDC agrees that
it will vote all of its DHI shares in favor of all items
submitted to DHI stockholders in accordance with the
Agreement.
V. Term. All representations, warranties, covenants and agreements made
herein and in the exhibits attached hereto shall survive the execution
and delivery of the Agreement and payment pursuant thereto.
VI. The DHI Shares. All o f the DHI Common Shares shall be validly issued,
fully-paid and non-assessable shares of DHI Common Stock, with full
voting rights, dividend rights, and the right to receive the proceeds
of liquidation, if any, as set forth in the respective Articles of
Incorporation.
VII. Conditions Precedent to Closing.
A. The obligations of IPDC under the Agreement shall be and are
subject to fulfillment, prior to or at the Closing of each of
the following conditions:
1. That DHI and its management representations and
warranties contained herein shall be true and
correct at the time of closing date as if such
representations and warranties were made at such
time;
2. That DHI and its management shall have performed or
complied with all agreements, terms and conditions
required by the Agreement to be performed or
complied with by them prior to or at the time of
Closing;
3. That DHI's stockholders, by proper and sufficient
vote, shall have properly approved all of the
matters described in Section VII(B)(1) herein, if
required to do so under Utah Corporate Law; and
B. The obligations of DHI under the Agreement shall be and are
subject to fulfillment, prior to, at the Closing or subsequent
to the Closing of each of the following conditions:
1. That DHI stockholders, if necessary by proper and
sufficient vote of its stockholders, shall have
approved the Agreement and the transactions
contemplated hereby and will have approved such
other changes as are consistent with the Agreement
for submission to DHI stockholders, if required to
do so under Utah Corporate Law;
2. That IPDC's representations and warranties
contained herein shall be true and correct at the
8
<PAGE>
time of Closing as if such representations and
warranties were made at such time; and
3. That IPDC shall have performed or complied with all
agreements, terms and conditions required by the
Agreement to be performed or complied with by it
prior to or at the time of Closing.
4. That the parties jointly and severally indemnify
and hold harmless DHI's former officers, directors,
agents and affiliates against any claims or
liabilities, including reasonable attorney's fees
and other reasonable defense costs incurred in
defending such claims or liabilities, resulting
from any claims or liabilities asserted against
them as to any material misrepresentation or
omissions in the Agreement made by any party
hereto.
VIII. Termination. The Agreement may be terminated at any time before or; at
Closing, by:
A. The mutual agreement of the parties;
B. Any party if:
1. Any provision of the Agreement applicable to a
party shall be materially
untrue or fail to be accomplished.
2. Any legal proceeding shall have been instituted or
shall be imminently threatening to delay, restrain
or prevent the consummation of the Agreement.
Upon termination of the Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other.
IX. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in entirety.
X. Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there
are no other agreements, written or oral, nor may the Agreement be
modified except in writing and executed by all of the parties hereto.
The failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Agreement shall not be deemed a waiver
or relinquishment of such right or power at any other time or times.
XI. Closing. The Closing of the transactions contemplated by the Agreement
("Closing") shall take place at 1:00 P.M. on the first business day
after the stockholders of DHI approve this transaction, if approval is
required or on April 15, 1999, whichever is sooner, if shareholder
9
<PAGE>
approval is not required or can be obtained subsequent to closing by
shareholder ratification. The Closing shall occur at the offices of
IPDC located at 268 West 400 South, Salt Lake City, Utah 84101 or such
other date and place as the parties hereto shall agree upon. At the
Closing, all of the documents and items referred to herein shall be
exchanged.
XII. Governing Law. The Agreement shall be governed by and construed in
accordance with the internal laws of the State of Utah.
XIII. Counterparts. The Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together
shall constitute one and the same binding Agreement, with one
counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
Innovative Property Development Corp.
By: /s/ Richard D. Surber
-----------------------
Richard D. Surber
Its: President
Diversified Holdings I, Inc.
By: /s/ Gerald Einhorn
-------------------
Gerald Einhorn
Its: Vice-President
10
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
A List of shares to be transferred by IPDC to DHI
B List of IPDC's stockholders
C IPDC's Certificate of Incorporation, as amended and
By-laws
D Pending Actions
E Licenses and registrations of IPDC
F Liens and encumbrances on IPDC's assets or property
G IPDC's liabilities
H IPDC's unaudited Financial Statements
I IPDC's Corporate Summary
J DHI's By-Laws
K Significant Agreements
11
