14
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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.)
110 N. Center St., Suite 202 28602
Hickory, NC______ (Zip Code)
----------------------------------------
(Address of principal executive offices)
Compensation and Consulting Agreements
--------------------------------------
(full name of the plans)
Jerrold R. Hinton
American Diversified Group, Inc.
110 North Center Street-Suite 202
Hickory, NC 28601
(Name and address of agent for services)
(828) 322-2044
--------------
(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: 8
------------------------
Exhibit Index begins on sequentially numbered page: 14
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 12,125,000(1) $.016 (2) $194,000 $100.00
</TABLE
(1) Represents shares issued and common stock purchase
options granted pursuant to consulting agreements for
continued services by officers, directors, consultants, and
counsel to the Registrant, including services related to
sales and marketing of pharmaceutical--medical products,
Internet telephony and telecommunication products and
services, seeking joint ventures and potential acquisitions,
promotional services with respect to Registrant's business,
establishment of international e-commerce and Internet
business, and legal professional services, all the foregoing
in furtherance of the Registrant's business. Additional
shares may be issued to the officers, directors, consultants
and counsel under agreements as set forth in this
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 March 29, 1999.
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
American Diversified Group, Inc. (hereinafter "ADGI" or
the "Registrant") has heretofore entered into agreements
with third party consultants, officers, directors and
counsel with respect to the issuance of shares of the
Registrant's common stock for services to the Registrant. In
consideration for increasing the scope of the continuing
services rendered and to be rendered to the Registrant until
such time as the Registrant shall generate sufficient cash
flow from operations in order to compensate its officers,
directors, consultants and counsel, the Registrant has
prepared this Form S-8 registration statement to provide for
the issuance of shares, as described below.
The Registrant has agreed to issue two million one
hundred twenty-five thousand Shares to Emerging Trends
Linkages Corp., a New York corporation ("ETLC"), inclusive
of Shares underlying a common stock purchase option (the
"Option") exercisable by ETLC to purchase two million Shares
("Option Shares"), at an exercise price equal to the lower
of $1.00 or fifty percent of the closing bid price on the
date of notice of the exercise of the Option. The above
issuance and grant are pursuant to agreements for continued
services with respect to Registrant's generic pharmaceutical
sales business, principally in West Africa, and agreements
to generate sales for the Registrant in Brazil, including
sales of dengue fever test kits.
This Registration Statement also provides that Thomas
J. Craft, Jr., Esq., who has served as the Registrant's
corporate secretary, a director and full time corporate
securities counsel, three million Shares, inclusive of
Shares underlying an Option exercisable to purchase five
hundred thousand Option Shares, at an exercise price equal
to the lower of $1.00 or fifty percent of the closing bid
price on the date of notice of the exercise of the Option.
This consideration is for continuing services to Registrant
in such capacities and for providing Mr. Craft's staff and
consultants for the preparation and review of all contracts
and agreements between the Registrant and all third parties.
The Registrant has agreed to issue to Higher Ground,
Inc., a North Carolina corporation, for continued corporate
consulting services to the Registrant, two million Shares.
This Registration Statement also provides that Robert
Kuntz, as a consultant to the Registrant, two million
Shares, inclusive of Shares underlying an Option exercisable
to purchase one million Option Shares, at an exercise price
equal to the lower of $1.00 or fifty percent of the closing
bid price on the date of notice of the exercise of the
Option. Mr. Kuntz is providing consulting services to the
Registrant with respect to mergers, acquisitions and joint
ventures and other business proposals.
In addition, this registration statement provides for
the issuance of three million Shares to Global Transmedia
Communications Corporation ("GTCC") in consideration for the
continued expansion on behalf of the Registrant of the
Internet telephony business between the US, Canada, South
America and Asia.
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
110 North Center Street, Suite 202, Hickory, NC 28601.
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, Annual Report
on Form 10-KSB for the year ended December 31, 1996, and
Registrant's Annual Report on Form 10-KSB and 10-KSB/A for
the year ended December 31, 1997 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, 1998, June 30, 1998 and
September 30, 1998 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 350,000,000 shares of
common stock, par value $.001 (the "Common Stock"), of which
242,512,560 are issued and outstanding, and 50,000 shares of
preferred stock, series A (the "Series A Preferred"), none
of which are issued.
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 seven million
shares of Common Stock, an undetermined number of which
shares will be beneficially owned by Mr. Craft's staff.
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
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 Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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
Registrant of expenses paid or incurred by a director,
officer or controlling person of the Registrant 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
Registrant 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.
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
EXHIBIT 5
Thomas J. Craft, Jr., Esq.
11000 Prosperity Farms Road
Suite 302
Palm Beach Gardens, FL 33410
(561) 691-1998
March 30, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc.
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 registration
statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), covering a total of 12,125,000 shares
of common stock, inclusive of shares underlying common stock
purchase options, which shares and option shares are being
issued for services to the Registrant.
In connection with this opinion, I have reviewed the
filings of the Registrant incorporated by reference in this
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 the
shares underlying the options, when exercised, shall be
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 registration statement on
Form S-8 under the Act.
I hereby consent to the inclusion of this opinion in
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
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
EXHIBIT 23.1
EXHIBIT 23.1
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/A for the
fiscal year ended December 31, 1997. We hereby consent to
the incorporation by reference of said report in the
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
March 29, 1999
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
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Hickory, State of North Carolina, on the 29th day of March,
1999.
/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 Registration Statement has been signed
by the following persons in the capacities and on the date
indicated
Dated: Hickory, NC
March 29, 1999
/s/ Jerrold R. Hinton
By: Jerrold R. Hinton,
Title: President, Chief
Executive Officer and Director
/s/ Thomas J. Craft, Jr.
By: Thomas J. Craft, Jr.
Title: Secretary and Director
</TABLE>
