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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST EFFECTIVE AMENDMENT NO.1
TO
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
American Diversified Group,Inc.
-------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 88-0292161
----- ----------
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
700 Canal Street,3rd Fl 06902
Stamford,CT -----
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(Address of principal executive offices)
Compensation and Consulting Agreements
--------------------------------------
(full name of the plans)
Jerrold R. Hinton
-----------------
American Diversified Group,Inc
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700 Canal Street,3rd Fl.
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Stamford, CT 06902
------------------
(Name and address of agent for services)
(203) 328-3092
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(Telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sales under the Plan:
------------------------------------------------------------------
As soon as practicable after this
Registration Statement becomes effective
Total Number of Pages:25
------------------------
Exhibit Index begins on sequentially numbered page:7
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
par value $.001 15,100,000(1) $.02 (2) $302,000 $100.00
- --------------------------------------------------------------------------------
</TABLE>
(1) Represents shares issued pursuant to consulting agreement for
telecommunication services with consultant who has provided and is continuing to
provide services to the Registrant and to an individual who has provided
consulting services to the Registrant. Additional shares may be issued to the
consultants under the agreements as set forth in the Registrations Statement
plus such indeterminate number of shares pursuant to Rule 416 as may be issued
in respect to stock splits, stock dividends and other similar recapitalizations.
(2) Estimated solely for the purpose of calculating the registration fee, based
on the average of the bid and asked price of the Registrant's Common Stock on
August 4, 1997.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
American Diversified Group, Inc. (hereinafter "ADGI" or the "Company") has
heretofore entered into agreements with third party consultants, officers,
directors and counsel with respect to the issuance of shares of the Company's
common stock for services to the Company. In consideration for continuing
services to the Company during the period from August 1, 1997, and for a term of
at least fifteen months, subject to renewal by the Company, during which term
the Company lacks the cash flow to compensate such consultant, the Company has
prepared this post effective amendment no. 1 to the Form S-8 registration
statement to provide for the issuance of shares under the consulting agreement,
as described below.
The Company has agreed to issue a total of 15,000,000 shares to Emerging
Trends Linkages Corp. ("ETLC" or "Consultant") in consideration for ETLC's
services in connection with the formation of a joint venture for the purpose of
offering telecommunications services, including the establishment of "call-back
service" for sale to multinational corporations such as mining companies, oil
companies, financial institutions and foreign embassies, among other users, in
the Republics of Mali and Guinea, as set forth in the exhibit (Consulting
Agreement for Telecommunication Services) attached to this registration
statement. It is estimated under the Agreement that ADGI receive annual revenues
in excess of $2 million from the sale of call-back service in Mali and Guinea,
with revenues commencing during the third quarter of 1997.
It is specifically provided in the Consulting Agreement for
Telecommunication Services (hereinafter, the "Agreement") that the shares being
issued to Consultant pursuant to the Agreement shall be issued upon certain
performance guidelines, as follows: six million shares shall be released by ADGI
to the Consultant, in increments of 2 million shares, upon Consultant securing
for ADGI ten customers, twenty customers and thirty customers for the call-back
service. The Agreement sets forth a list of targeted customers, including
specified multinational corporations and designated foreign embassies. Further,
four million shares shall be released by ADGI to the Consultant as follows: 1
million shares upon ADGI receiving $50,000 in monthly revenues; 1 million shares
upon ADGI receiving $100,000 in monthly revenues; 1 million shares upon ADGI
receiving $150,000 in monthly revenues; and 1 million shares upon ADGI receiving
$200,000 in monthly revenues from the sale of telecommunication services,
including call-back service. The remaining five million shares will be utilized
for expenses incurred by Consultant on behalf of the joint venture for the
purchase of minutes in bulk for use by and sale to ADGI's call-back customers,
initial expenses to establish, market and if necessary
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upgrade the telecommunications/call-back services, and to a minimum extent for
the costs incurred in maintaining ADGI's and Consultant's offices in Mali.
In addition, Mr. Jim Hamilton has provided consulting services to the
Company's board of directors with respect to its present business direction,
including its efforts to establish joint ventures and offer products and
services for the international export market, in consideration for which the
Company has agreed to issue to Mr. Hamilton 100,000 shares of stock in this post
effective amendment to the registration statement on Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the Consultants without charge, upon their
written or oral request, the documents incorporated reference in Item 3 of Part
II of this Registration Statement. The Registrant shall also provide the
Consultants without charge, upon their written or oral request, with all other
documents required to be delivered to Consultants pursuant to Rule 428(b) under
the Act. Any and all such requests shall be directed to the Registrant at 700
Canal Street, 3rd Floor, Stamford, CT 06902.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB and 10-KSB/A for the
year ended December 31, 1995, and Annual Report on Form 10-KSB for the year
ended December 31, 1996, filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly Report on Form 10-QSB for the period ended
March 31, 1997 filed pursuant to Section 13 or 15(d) of the Exchange Act.
(c) A description of the Registrant's common stock contained in the
exhibits to Registrant's Quarterly Report on Form 10-QSB for the three months
ended March 31, 1995.
(d) All documents subsequently filed by the Registrant pursuant to the
Exchange Act prior to the filing of a post-effective amendment indicating that
all such securities then unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be part hereof from the date of filing
such documents.
Item 4. Description of Securities.
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The Registrant has authorized 200,000,000 shares of common stock, par value
$.001 (the "Common Stock"), and 50,000,000 shares of preferred stock, series A
(the "Series A Preferred").
Holders of Registrant's Common Stock are entitled to one vote per share on
each matter submitted to a vote of stockholders. Shares of Common Stock do not
carry cumulative voting rights and, therefore, holders of the majority of the
outstanding shares of Common Stock are able to elect the entire board of
directors and, if they do so, minority stockholders would not be able to elect
any members of the board of directors. Holders of Common Stock are entitled to
receive such dividends as the board of directors may from time to time declare
out of funds legally available for the payment of dividends. During the last two
fiscal years, the Registrant has not paid cash dividends on its Common Stock and
does not anticipate that it will pay cash dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Thomas J. Craft, Jr., Esq., counsel to the Registrant in connection with
the preparation of this Registration Statement on Form S-8, is the record owner
of 10,250,000 shares of Common Stock.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation, as amended, By-laws and
Nevada Revised Statutes indemnify all persons so identified as being covered,
including officers and directors, from personal liability as described below.
The Registrant's Articles of Incorporation, as amended, provide that
the Registrant's officers and directors shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability: (I) for acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law or (ii) for the
payment of dividends in violation of Nevada Revised Statues 78.300. The Nevada
Revised Statues also limit the personal liability of officers and directors
under certain circumstances as set forth below:
"Section 78-751 of Nevada Revised Statues contains provisions
relating to the indemnification of officers and directors.
This section generally provides that a corporation may indemnify any
person who was or is a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except for an action by or in right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation. It
must be shown that he acted in good faith and in a manner which he reasonably
deemed to be in or not opposed to the best interests of the corporation.
Generally, no indemnification may be made where the person has been determined
to be negligent or guilty of misconduct in the performance of his duty to the
corporation See Item 9(e) (ii) below:
Item 7. Exemption From Registration Claimed.
Not applicable
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Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit 4 Consulting Agreement for Telecommunication Services dated as
of August 1, 1997
Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.
Exhibit 23 Consent of Thomas J. Craft, Jr., Esq. (Contained in the
Opinion)
Exhibit 23.1 Consent of Grant-Schwartz Associates, Certified Public
Accountants
Item 9. Undertakings:
The undersigned Registrants hereby undertakes:
(a) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(b) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(d) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(e)(i) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's Annual Report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e)(ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
against such liabilities (other than payment by the Company of expenses paid or
incurred by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, 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. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
and the State of Connecticut, on the 5th day of August, 1997.
/s/ Jerrold R. Hinton
---------------------
By: Jerrold R. Hinton
Title: President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, the
post effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Dated: Stamford, CT
August 5, 1997
/s/ Jerrold R. Hinton
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By: Jerrold R. Hinton,
Title: President, Chief Executive Officer
and Director
/s/ Thomas J. Craft, Jr.
------------------------
By: Thomas J. Craft, Jr.
Secretary and Director
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EXHIBIT INDEX
EXHIBIT NUMBER ITEM
4 Consulting Agreement for Telecommunication Services dated as of
August 1, 1997
5 Opinion of Thomas J. Craft, Jr., Esq.
23 Consent of Thomas J. Craft, Jr., Esq. (Contained in the Opinion)
23.1 Consent of Grant-Schwartz, Associates, Certified Public
Accountant
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EXHIBIT 4
CONSULTING AGREEMENT FOR TELECOMMUNICATION SERVICES
AMERICAN DIVERSIFIED GROUP, INC., a Nevada corporation, with offices
located at 700 Canal Street, 3rd Floor, Stamford, CT 06902 ("ADGI"), for good
and valuable consideration, receipt of which it hereby acknowledges, and for
future consideration set forth in this agreement, including the services
specifically to be provided hereunder, hereby agrees as of this 1st day of
August, 1997, with EMERGING TRENDS LINKAGES CORP., a New York corporation, with
offices located at 630 Fifth Avenue, 20th Floor, New York, NY 10111 (hereinafter
"ETLC" or the "Consultant"), as follows under this "Consulting Agreement"
W I T N E S E T H:
The parties agree pursuant to this Consulting Agreement to utilize the
services and expertise of Consultant in the Republics of Mali and Guinea and in
the area of telecommunications to organize a joint venture for the purpose of
offering a call-back service (the "Call-Back Service"), which will be offered
principally to private sector and multinational entities and foreign embassies
in the Countries of Guinea and Mali. Exhibit "A" attached hereto sets forth a
list of target customers and customers previously serviced by ETLC's Call-Back
Service.
The parties further agree that the Call-Back Service shall be offered by
ETLC on behalf of ADGI in such countries because the parties are presently
marketing and selling generic pharmaceutical products, blood derivative
products, and diagnostic test kits, among other products in such countries as a
result of Consultant having active representatives in such countries, and
because Mali has
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been and shall remain the primary country for Call-Back Service and Guinea is
capable of becoming a growing and second primary country for Call-Back Service.
The parties further agree that the ADGI is utilizing the Consultant and its
expertise in organizing the Call-Back Service shall be for the purpose of
enhancing the professional standing and reputation of ADGI in the countries of
Mali and Guinea, with the intent of generating cash flow on a monthly basis to
ADGI's account from the Call-Back Service, on terms and conditions set forth
below.
1. Term: The term of this Consulting Agreement shall be for an initial period
of fifteen months (the "Term"), subject to the right of ADGI to renew the
Consulting Agreement for an additional fifteen month period (the "Renewal Term")
based upon the terms set forth below. The right of renewal shall be exercised
by ADGI by written notice of renewal to the Consultant, at any time within
ninety days prior to the expiration of the Term. The parties agree that during
the Term and the Renewal Term, ETLC, as Consultant, shall be responsible for the
day to day operations of Call-Back in the countries of Mali and Guinea,
including responsibility to provide staff support for the Call-Back customers,
monitor billing to and payment receipts from the customers, assure that all
customers pay all bills into ADGI's bank account, as provided herein, and
provide up-to-date-reports to ADGI of the status of the Call-Back Services and
its fulfillment of these obligations.
2. Consideration: (a) The parties agree that no consideration shall be paid
to Consultant unless and until it shall perform the conditions set forth
hereinbelow, including the obligations to generate customers for the Call-Back
Service, and thereafter to generate certain levels of revenues from the Call-
Back Service, as provided herein. It is agreed that a total of 15 million shares
shall be issued to Consultant in a registration statement on Form S-8, but shall
be held in escrow by Thomas J. Craft, Jr. Esq., as corporate secretary and
counsel to ADGI,
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and shall be released by ADGI to ETLC only upon satisfaction with the following
terms and conditions:
(i) Two million shares shall be released and issued to ETLC following
delivery by ETLC to ADGI of written documentation evidenced by Rockwell
Communications verification of DID number activation for customers, and listing
from ETLC of the customers names (the "Documentation"), that it has secured for
ADGI on behalf of the joint venture ten customers for the Call-Back Service;
(ii) Two million additional shares shall be released and issued to ETLC
following delivery by ETLC to ADGI of written Documentation that it has secured
for ADGI on behalf of the joint venture ten additional customers for the Call-
Back Service; and
(iii) Two million additional shares shall be released and issued to ETLC
following delivery by ETLC to ADGI of written Documentation that it has secured
for ADGI on behalf of the joint venture ten additional customers for the Call-
Back Service, for a total of not less that thirty customers for Call-Back
Service.
(b) In addition, ADGI shall have its
secretary and corporate counsel, Mr. Thomas J. Craft, Jr. hold a total of five
million shares for the express purpose of enabling the joint venture to satisfy
certain expenses in connection with the formation and funding of the start-up
expenses of the joint venture, as well as the support and expansion of Call-Back
operations including the costs of purchasing from the reseller, Rockwell
Communications, with offices in Ft. Lauderdale, FL, of the minutes utilized for
the Call-Back Service by ADGI's customers, and expense of any additional
equipment, when and if needed, for the expansion of Call-Back Service to Mali
and Guinea, the costs associated with Consultant's offices in Mali in the amount
of $5,600 per month, the initial marketing and organizations trips of Madani A.
Tall and Adbul Karim Kone to West Africa, and from time to time additional
deposits for the purchase of minutes and such other expenses as the Board of
Directors of ADGI shall agree in writing,
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and no other expenses. The Consultant agrees that in connection with the sale of
these shares, Consultant shall provide ADGI with copies of the confirmations of
all sales, copies of wire transfers and other payments to Rockwell
Communications, including a breakdown of the cost of minutes and equipment, if
any, a breakdown of payroll and other expenses incurred in the office in Mali
within the budget of $5,600 per month, and copies of all billing to customers,
records of customers payments for the Call-Back Service, among other records
reasonably requested by ADGI under this Consulting Agreement.
(c) The remaining four million shares shall be
released to ETLC by action of ADGI's board of directors upon the following
schedule and in accordance with the satisfaction and performance by ETLC on
behalf of the joint venture:
(i) One million shares upon Call-Back generating during the period of
one month "gross revenues" (which is defined for the purposes of this Consulting
Agreement as total Call-Back min minutes billed and paid for by Call-Back
customers less non-payments by Call-Back customers) resulting in payment into
ADGI's account of $50,000 from the sale of Call-Back Service to customers;
(ii) One million shares upon Call-Back generating during the period of
one month gross revenues and payment to ADGI's account of $100,000 from the sale
of Call-Back Service to customers;
(iii) One million shares upon Call-Back generating during the period of
one month gross revenues and payment to ADGI's account of $150,000 from the sale
of Call-Back Service to customers; and
(iv) One million shares upon Call-Back generating during the period of
one month gross revenues and payment to ADGI's account of $200,000 from the sale
of Call-Back Service to customers.
(d) During the Term, the parties shall split the
"gross profits" (which shall be defined for the purposes of this Consulting
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Agreement as gross revenues on a monthly basis from the sale and payment to
ADGI's account for Call-Back Service minutes, less the costs of purchasing such
Call-Back Service minutes from the reseller, Rockwell Communications, for such
Service, plus the $5,600 monthly costs of the office in Mali, as follows:
(i) During the first three months following the execution of this
Consulting Agreement, the gross profits shall be split 65% to ETLC and 35% to
ADGI;
(ii) During the remainder of the Term, the gross profits shall be split
72.5% to ETLC and 27.5% to ADGI.
(e) As consideration for the Renewal Term, the
parties agree that additional shares shall be issued and options shall be
granted to Consultant as follows. Upon the exercise of the Renewal Term, ADGI
shall cause to be issued to Consultant an aggregate of shares and options as
follows: if the price of the shares is $.75 or below, a total 5 million shares
will be issued and a grant of common stock purchase option s to purchase 5
million additional shares exercisable at a price equal to 50% of the average
closing bid price of the shares during the thirty day period prior to such
issuance; however, if the price of the shares during the thirty day period prior
to the date of the Renewal Term shall be equal to or greater than $.75 per
share, then in such event 3 million shares shall be issued to ETLC and an option
to purchase 3 million additional shares shall be granted, which options shall be
exercisable at a price equal to 50% of the average closing bid price of the
shares during the thirty day period prior to the date of the Renewal Term. The
foregoing shall not be subject to adjustment in the event of any share
recapitalization, unless otherwise agreed to in writing signed by both parties.
(f) The certificates representing the Shares and any
option Shares issued upon exercise of the options, unless and until they are
registered under the Act, shall bear the following legend:
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THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE LAWS
OF ANY OTHER JURISDICTION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER (1) WITHOUT REGISTRATION
UNDER THE ACT AND IN COMPLIANCE WITH THE LAWS OF ANY APPLICABLE JURISDICTION OR
(2) AN OPINION OF COUNSEL (IN FORM AND SUBSTANCE ACCEPTABLE TO ADGI) THAT
REGISTRATION IS NOT REQUIRED.
(g) ADGI hereby grants Consultant the right to cause to
ADGI to include the Consultant's initial 15 million shares in a Registration
Statement on Form S-8 under the Act. With respect to any shares and shares
underlying options issuable upon the exercise by ADGI of the Renewal Term, ADGI
undertakes to the maximum extent permissible to file with the Securities and
Exchange Commission a Registration Statement on Form S-1.
3. First Right of Refusal: During the Term of this Consulting Agreement and
any Renewal Term, in the event that ETLC shall determine to offer Call-Back
Service in countries other than Mali and Guinea, and such determination shall be
in connection with a proposal for a joint venture with another public company,
then ETLC will give written notice of the terms and conditions of such joint
venture proposal to ADGI. ADGI shall have the first right of refusal,
exercisable in writing, during the period of fifteen business days from the date
of ETLC's notice, to agree to participate in a joint venture with ETLC in each
such other country at the same terms and conditions set forth in the written
notice first given to ADGI as provided herein. If ADGI shall elect to
participate in such joint venture for another country, as provided in the
notice, then ETLC shall be obligated to enter into a written joint venture
agreement with ADGI with respect to such country. This first right of refusal
shall be valid for as many additional countries as ETLC shall
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determine to offer Call-Back Service, during the Term of this Consulting
Agreement, and any Renewal Term, but only with respect to joint ventures with
other public companies.
4. Payments: It is understood and agreed by the parties that all payments by
the customers of the Call-Back Service shall be made to ADGI's account by wire
transfer, or Western Union, or such other means, in US dollars, payable into a
bank account to be established by ADGI in New York City, with Thomas J. Craft,
Jr. and Jerrold R. Hinton, as signatories. ADGI shall designate by written
notice to Consultant, for the purposes of payments into ADGI's account, the name
of the bank, the bank's ABA number and account number and wire transfer
instructions, for payment instructions from the Call-Back customers.
5. Books and Records: It is further understood and agreed by the parties that
all books and records of the joint venture shall be available at all times for
review by the parties, including customer billing and payment records, payments
and deposits to purchase Call-Back minutes from the reseller, Rockwell
Communications, and payments on account of the office in Mali,(which shall
include the amounts of rent and utilities and the names and salaries of the
employees) which shall not exceed $5,600 per month, and shall be supported by
invoices, bills, checks, or other written evidence sufficient to support
appropriate deductions for the purposes of the Internal Revenue Service, and
consistent with the disclosure obligations of ADGI as a reporting company under
the Securities Exchange Act of 1934. Copies of all reports, bills and payments
shall be made available simultaneously to ADGI and Consultant from the reseller
and any employee of Consultant.
6. Independent Contractor: At all times during the term of this Agreement,
Consultant shall be an independent contractor and not an employee of ADGI.
7. Compliance With All Applicable Law: Consultant acknowledges that ADGI is
required to comply with the Securities Act of 1933, as amended, the
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Securities Exchange Act of 1934, and the rules promulgated by the Securities and
Exchange Commission and the applicable securities and other laws of various
states. Consultant hereby agrees that in performance of the consulting services
contemplated by this Agreement, Consultant will comply with all applicable laws.
Consultant further represents that it is fully authorized to perform the
services contemplated herein and that there is no legal impediment to its
performance of such services.
7. Indemnification: Consultant shall indemnify and hold harmless ADGI from and
against all damages, losses or expenses suffered or paid as a result of any and
all claims, demands, suits, causes of action, proceedings, judgments and
liabilities, including reasonable attorney's fees, incurred in litigation or
otherwise, assessed, incurred or sustained by or against ADGI with respect to or
arising out of the performance of consulting services under this Agreement
excepting only those losses caused by the gross negligence or willful misconduct
of ADGI. ADGI shall indemnify and hold the Consultant harmless from and against
all damages, losses or expenses suffered or paid as a result of any and all
claims, demands, suits, causes, of action, proceedings, judgments and
liabilities, including reasonable attorney's fees, incurred in litigation or
otherwise, assessed, incurred or sustained by or against Consultant with respect
to or arising out of the performance of consulting services under this Agreement
excepting only those losses caused by the negligence or willful misconduct of
Consultant.
8. Miscellaneous:
(a) Entire Agreement: This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, writings, and negotiations, both
oral and written, among the parties hereto with respect to such subject matter.
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(b) Amendment: This Agreement may not be amended or modified in any
respect, except by the mutual written agreement of the parties hereto.
(c) Waivers and Remedies: The waiver by any of the parties hereto of any
other party's prompt and complete performance, or breach or violation, of any
provision of this Agreement shall not operate nor be construed as a waiver of
any subsequent breach or violation, and the waiver by any of the parties hereto
to exercise any right or remedy which it may possess hereunder shall not operate
nor be construed as a bar to the exercise of such right or remedy by such party
upon the occurrence of any subsequent breach or violation.
(d) Severability: The invalidity of any one or more of the words,
phrases, sentences, clause, sections or subsections contained in this Consulting
Agreement shall not affect the enforceability of the remaining portions of this
Consulting Agreement or any part hereof all of which are inserted conditionally
on their being valid in law, and, in the event that any one or more of the
words, phrases, sentences, clauses, sections or subsections contained in this
Consulting Agreement shall be declared invalid by a court of competent
jurisdiction, this Consulting Agreement shall be construed ads of such invalid
word or words, phrase or phrases, sentence or sentences, clause or clauses,
section or sections, or subsection of subsections had not been inserted.
(e) Descriptive Headings: The descriptive headings that are contained
herein are for convenience only and shall not control or affect the meaning or
construction of any provision of this Consulting Agreement.
(f) Counterparts: This Consulting Agreement may be executed in any number
of counterparts and by the separate parties hereto in separate counterparts,
each of which shall be deemed to be one and the same instrument.
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(g) Notices: All notices required to be given under this Consulting
Agreement shall be in writing, sent certified mail, return receipt requested,
postage prepaid, to the following addresses:
If to Consultant, then to: Emerging Trends Linkages Corp.
630 Fifth Avenue, 20th Floor
New York, New York 10111
If to ADGI, then to: Jerrold R. Hinton, Ph.D.
American Diversified Group, Inc.
700 Canal Street, 3rd Floor
Stamford, CT 06902
or such other address as the parties may designate in writing to the other
party.
(h) Successors and Assigns: This Agreement shall be binding upon and
shall inure to the benefits of the parties hereto and their respective
successors and assigns. None of the parties hereto shall assign any of its
rights or obligations hereunder, without the express written consent of the
other party.
(i) Applicable Law: This Consulting Agreement shall be governed by and
shall be construed, interpreted and enforced in accordance with the laws of the
State of Florida.
(j) Attorney's Fees and Arbitration: In the event any suit or other
legal proceeding is brought for the enforcement of any of the provisions of this
Consulting Agreement the parties hereto agree that the prevailing party or
parties shall be entitled to recover from the other party or parties upon final
judgment on the merits reasonable attorney's fees, including attorney's fees for
any appeal, and costs incurred in bringing such suit or proceeding. However, the
parties expressly agree that in the event that there shall be any dispute
between them with respect to this Consulting Agreement, that such dispute shall
be
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submitted to binding arbitration before a panel under the rules and regulations
of the American Arbitration Association. Any determination that may result from
such arbitration shall be binding and enforceable against the appropriate party,
and may be enforced in a court of competent jurisdiction to the full extent
permissible under law.
AMERICAN DIVERSIFIED GROUP, INC.
BY: Jerrold R. Hinton, President/CEO (Seal)
--------------------------------
NAME (TITLE)
EMERGING TRENDS LINKAGES CORP.:
BY: Louis C. Miceli, President (Seal)
--------------------------
NAME (TITLE)
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EXHIBIT A
List of Target Customers and Former Customers
Mobil Oil
Eltin Mining
Cita
Rand Gold
Barricks Gold
Consulate of Italy
BMCD
Canadian Embassy
Consolidated Mining
Eficka
Sipal
Sita
Foffy Industries
Dansb
GTZ-Germany
DeBeers-Semos
Anglo-American-Semos
Ashanti Gold Field
World Bank
World Health Organization
SGS
among other examples
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EXHIBIT 5
Thomas J. Craft, Jr., Esq.
11000 Prosperity Farms Road
Palm Beach Gardens, FL 33410
(561) 691-1998
August 5, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
Post Effective Amendment No. 1 to
Registration Statement on Form S-8
Gentlemen:
I have been requested by American Diversified Group, Inc. (the
"Registrant") to furnish an opinion as to matters hereinafter set forth in
connection with the post effective amendment no. 1 to the registration statement
on Form S-8 under the Securities Act of 1933, as amended (the " Act"), covering
a total of 15,100,000 shares of common stock, which shares are being issued for
services to the Company by consultants to the Registrant.
In connection with this opinion, I have reviewed the filings of the
Registrant incorporated by reference in this post effective amendment no. 1 to
the registration statement, and have determined that the Registrant is current
in its reporting requirements under the Securities Exchange Act or 1934. I have
further determined that the shares have been legally issued, and are fully paid
and non-assessable shares of the Registrant. Further, the Registrant has duly
authorized the issuance of the shares and the filing of this post effective
amendment no. 1 to the registration statement on Form S-8 under the Act.
I hereby consent to the inclusion of this opinion in the post effective
amendment no. 1 to the registration statement on Form S-8 being duly filed with
the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J. Craft, Esq.
-------------------------
Thomas J. Craft
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EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I previously issued my report, accompanying the financial statements,
incorporated herein by reference, of the Registrant in its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1996. I hereby consent to the
incorporation by reference of said report in the post effective amendment to
this Registration Statement on Form S-8 being filed with the Securities and
Exchange Commission by the Registrant.
/s/ Grant-Schwartz Associates, Certified Public Accountants
-----------------------------------------------------------
GRANT-SCHWARTZ, ASSOCIATES, CPA'S
August 4, 1997
