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.
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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.)
110 N. Center St., Suite 202 28601
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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110 North Center Street-Suite 202
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Hickory, NC 28601
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(Name and address of agent for services)
(828) 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: 8
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Exhibit Index begins on sequentially numbered page: 14
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
_______________________________________________________________________________
Common Stock
par value $.001 8,000,000(1) $.02 (2) $160,000 $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 and
telecommunication products, international sourcing of
products for pharmaceutical orders, seeking joint ventures
and potential acquisitions, promotional services with
respect to Registrant's business and investor relations, and
legal 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 September 8, 1999.
PART I
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INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
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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 to Higher Ground,
Inc., a North Carolina corporation, for corporate consulting
services to the Registrant, one million shares (the
"Shares").
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, shall be issued a total of two million
Shares and grant an Option exercisable to purchase two
million Option Shares, at an exercise price equal to the
lower of $.015 or fifty percent of the closing bid price on
the date of notice of the exercise of the Option, or such
Option price as management may determine, in consideration
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, including but
not limited to Registrant's acquisition efforts with respect
to diagnostic test kit manufacturers and telecommunication
service providers.
This Registration Statement also provides that Robert
Kuntz, as consultant to the Registrant, be issued one
million Shares and grant an Option exercisable to purchase
one million Option Shares, at an exercise price equal to the
lower of $.015 or fifty percent of the closing bid price on
the date of notice of the exercise of the Option, or such
Option price as management may determine. Mr. Kuntz is
providing consulting services to the Registrant with respect
to mergers, acquisitions and joint ventures intended to
expand the Registrant's business.
This Registration Statement also provides for the
issuance of one million Shares in the name of Judith
Grossman, a former consultant to the Registrant. Ms.
Grossman has recently informed the Registrant that she
believes that additional compensation is due to her under
certain consulting arrangements with the Registrant,
including separate matters involving Corporate Seminar
Advisors Inc. and with Ms. Grossman personally. The issuance
of these one million Shares to Ms. Grossman shall be held in
escrow pending and subject to the resolution of all or a
portion of the claims of Ms. Grossman against the
Registrant.
Item 2. Registrant Information and Employee Plan
Annual Information.
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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
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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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
Form 10KSB/A for the year ended December 31, 1998, 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, and Form 10-QSB for the periods ended
March 31, 1999 and June 30, 1999, 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 350,000,000 shares of
common stock, par value $.001 (the "Common Stock"), of which
264,887,560 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
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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 six million
five hundred thousand 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
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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
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Not applicable
Item 8. Exhibits:
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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 Dohan and Company, Certified
Public Accountants
Item 9. Undertakings:
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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
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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 Dohan and Company, Certified
Public Accountant
EXHIBIT 5
Thomas J. Craft, Jr., Esq.
11000 Prosperity Farms Road
Suite 302
Palm Beach Gardens, FL 33410
(561) 691-1998
September 8, 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 post effective
amendment no. 1 to registration statement on Form S-8 under
the Securities Act of 1933, as amended (the "Act"), covering
a total of 8,000,000 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 by its consultants to the Registrant and to
the undersigned director.
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.
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Thomas J. Craft
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
EXHIBIT 23.1
EXHIBIT 23.1
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We previously issued our report, accompanying the financial
statements of the Registrant in its annual report on Form 10-
KSB/A for the year ended December 31, 1998, dated June 23,
1999. We hereby consent to the incorporation by reference of
said report in the registration statement on Form S-8 filed
with the Securities and Exchange Commission by the
Registrant.
/s/ Dohan and Company, Certified Public Accountants
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DOHAN AND COMPANY, CPA's
September 8, 1999
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
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 8th day of
September, 1999.
/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 Registration Statement has been signed
by the following persons in the capacities and on the date
indicated
Dated: Hickory, NC
September 8, 1999
/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.
Title: Secretary and Director