UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMERICAN DIVERSIFIED GROUP, INC.
__________________________________
Full Name of Registrant
FORM 12b-25
SEC FILE NUMBER
________________
[0-023532]
NOTIFICATION OF LATE FILING CUSIP NUMBER
(Check One): [X] Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ] Form N-SAR [ ]
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_____________
[Read Instruction (on back page) Before Preparing Form. Please Print or Type]
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRATION INFORMATION
AMERICAN DIVERSIFIED GROUP, INC.
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Full Name of Registrant
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Former Name if Applicable
110 North Center Street, Suite 202
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Address of Principal Executive Office (Street and Number)
Hickory, North Carolina 28601
_________________________________________________________________________
City, State and Zip Code
PART II - RULE 12b-25(b)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in
Part III of this form
could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-KSB, Form 20-F, 11-K or Form N-SAR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-KSB,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed with the prescribed time period.
Registrant's accountant, John A. Coniglio, CPA, P.A., who,
for the past four years, has reviewed the Registrant's
quarterly reports on Form 10-QSB, prior to filing with the
SEC, and who has assembled and assisted Registrant in the
preparation of necessary statements to file Registrant's
Annual Reports on Form 10KSB, has recently changed
accounting firms. As a result, the Registrant's previous
accounting firm of Grant-Schwartz Associates, is not
auditing the Registrant's financial statements for the
fiscal year ended December 31, 1998. The Registrant shall
file within five days a Current Report on Form 8-K relating
to Item 4. Changes in Registrant's Certifying Account,
reflecting the engagement of its new accountants, and will
be completing the audit for the fiscal year ended December
31, 1998. The Form 8-K will contain appropriate disclosure
required by Reg. 229.304. Item 304 and will reflect that
there have been no disagreements with the former accountant
on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of
procedure, which disagreement, if not resolved to the
satisfaction of the former accountant, would have caused it
to make reference to the subject matter or the
disagreement(s) in connection with its report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification.
Jerrold R. Hinton (828) 322-2044
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
AMERICAN DIVERSIFIED GROUP, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.
By: Jerrold R. Hinton, President
Date March 31, 1999 By: /s/ Jerrold R. Hinton
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President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant
by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
[ INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL ]
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25)
of the General Rules and Regulations under the Securities Exchange Act
of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments
thereto shall be filed with each national securities exchange on which any
class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on
form 12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
((S)232.13(b) of this chapter).
