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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
American Diversified Group, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 88-0292161
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(State or other jurisdiction of (IRS employer
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
28602
437 MAIN AVENUE, SW -----
HICKORY, NC (ZIP CODE)
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(Address of principal executive offices)
COMPENSATION AND CONSULTING AGREEMENTS
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(full name of the plans)
JERROLD R. HINTON
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American Diversified Group, Inc.
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437 Main Avenue, SW
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HICKORY, NC 28602
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(Name and address of agent for services)
(704) 322-2044
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(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES UNDER THE PLAN:
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As soon as practicable after this
REGISTRATION STATEMENT BECOMES EFFECTIVE
Total Number of Pages: 15
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Exhibit Index begins on sequentially numbered page: 9
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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 31,000,000(1) $.045 (2) $1,395,000 $450.00
- ----------------- ------------ --------------- -------------- ------------
</TABLE>
(1) Represents shares issued pursuant to consulting agreement for continued
services by consultants and officers, directors and counsel to the Registrant,
including telecommunication services and services in furthering the Registrant's
pharmaceutical distribution business. Additional shares may be issued to the
consultants and officers, directors and counsel under agreements as set forth in
the Registration 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
October 6, 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 increasing the
scope of the continuing services rendered and to be rendered to the Company
during the period from October 1, 1997, and for an indeterminate period until
such time as the Company shall generate sufficient cash flow from operations in
order to compensate its consultants, officers, directors and counsel, the
Company has prepared this post-effective amendment no. 2 to the Form S-8
registration statement to provide for the issuance of shares, as described
below.
The Company has agreed to issue a total of 9.5 million shares to Emerging
Trends Linkages Corp. ("ETLC"), based up performance and in consideration for
ETLC's services in connection with the establishment and growth of the Company's
call-back services being sold to multinational corporations, such as mining
companies, oil companies, financial institutions and foreign embassies, among
other users, in the Republics of Mali and Guinea. 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 initial revenues and current
accounts receivable being reported in the third quarter and increasing revenues
and accounts receivable being reported during the fourth quarter of calendar
1997. Since first offering the Company's call-back service, ETLC has already
generated over 50 customers for the Company in Guinea and Mali, and anticipates
over 100 customers by year end, under Consulting Agreement for Telecommunication
Services between the Company and ETLC.
In addition, in connection with ETLC's continuing services to the Company
in the area of distribution and sale of generic pharmaceuticals, blood
derivative products and diagnostic test kits, ETLC was responsible for the
Company's receipt at the end of the third quarter of a letter of credit payable
to the Company, which letter of credit funded the purchase from the Company of
generic pharmaceuticals for shipment to the Republic of Mali.
In addition, this post-effective amendment no. 2 also provides for the
issuance of 5 million shares to Dr. Jerrold R. Hinton, the Company's chief
executive officer, president and a director, for continuing to serve the Company
on a full time basis, without payment of any salary under his three (3) year
employment agreement, which salary has been deferred by action of the board of
directors until such time as the Company shall begin to generate operating
revenues, the timing of which cannot be assured. Dr. Hinton together
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with the Company's consultants, has been responsible for the Company's
development of its telecommunication service business and its pharmaceutical and
medical products distribution business in Guinea, Mali and South America.
The Company has also agreed to issue a total of 3 million shares to Higher
Ground Inc., a North Carolina corporation, in consideration for administration
and business consulting services to the Company, including services in
connection with the establishment of pharmaceutical joint ventures with United
States and foreign pharmaceutical manufacturers, among other services to the
Company. Higher Ground has agreed to provide such services to the Company for a
period of twelve months from the date of this post-effective amendment no. 2 to
this registration statement.
The Company has also agreed to issue to Thomas J. Craft, Jr., Esq., who has
served as the Company's corporate secretary, a director and full time corporate
securities counsel, a total of 9 million shares in consideration for Mr. Craft
continuing to serve in such capacities and for providing a full time staff and
associates for preparing all Company filings and reports with the Securities and
Exchange Commission, preparing and reviewing all public disclosure, and
preparing and reviewing all contracts and agreements between the Company and all
third parties, including agreements with respect to the formation of the
telecommunications venture in Guinea and Mali, and coordination of the Company's
efforts for the possible formation of a pharmaceutical manufacturing joint
venture.
Further, also included the this post-effective amendment no. 2 to its
registration statement are 4.5 million shares being issued to Ashco
International Corp., a New York corporation, which has agreed to provide
services to the Company for the purpose of securing export and accounts
receivable financing, as well as international public relations services in
connection with the Company's pharmaceutical and medical product lines and
telecommunications services, including its recently organized telecommunications
call-back service and its generic pharmaceuticals, blood derivative products and
diagnostic test kits business.
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 437
Main Avenue, SW, Hickory, NC 28602.
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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 Reports on Form 10-QSB for the periods ended
March 31, 1997 and June 30, 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.
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.
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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 nine million shares of Common Stock, an undetermined number of which shares
will be beneficially owned by Mr. Craft's staff, none of whom are affiliates of
the Registrant.
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 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
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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
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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. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hickory,
and the State of North Carolina, on the 9th day of October, 1997.
/s/ Jerrold R. Hinton
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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: Hickory, NC
October 9, 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.
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By: Thomas J. Craft, Jr.
Secretary and Director
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EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5 Opinion of Thomas J. Craft, Jr., Esq.
23 Consent of Thomas J. Craft, Jr., Esq. (Contained in Opinion)
23.1 Consent of Grant-Schwartz, Associates, Certified Public
Accountant
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EXHIBIT 5
THOMAS J. CRAFT, JR., ESQ.
11000 PROSPERITY FARMS ROAD
PALM BEACH GARDENS, FL 33410
(561) 691-1998
October 7, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
Post-Effective Amendment No. 2 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 31,000,000 shares of common stock, which shares are being issued for
services to the Company by its consultants, officer- directors, and the
undersigned.
In connection with this opinion, I have reviewed the filings of the
Registrant incorporated by reference in this post-effective amendment no. 2 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. 2 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. 2 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.
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Thomas J. Craft
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We previously issued our 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. We 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
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GRANT-SCHWARTZ, ASSOCIATES, CPA's
October 7, 1997
