SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 3
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
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(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
437 Main Avenue, SW 28602
Hickory, NC (Zip code)
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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. 437 Main
-----------------------------------------
Avenue, SW
----------
Hickory, NC 28602
-----------------
(Name and address of agent for services)
(704) 323-1989
--------------
(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: 18
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Exhibit Index begins on sequentially numbered page:12
CALCULATION OF REGISTRATION FEE
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 39,700,000(1) $.012 (2) $476,400 $154.00
- -----------------------------------------------------------------------------
(1) Represents shares issued pursuant to consulting
agreements for continued services by officers, directors,
consultants, and counsel to the Registrant, including sales and
marketing services for pharmaceutical and medical products and
telecommunication products, promotional services with respect to
Registrant's business, export financing services, legal services,
consulting services with respect to Registrant's international
warehouse facilities and shipping, and consulting services in
connection with Registrant's seminar and conference, 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 January 30, 1998.
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
during the period from the last quarter of fiscal 1997 through the
end of the first quarter of fiscal 1998, and for an indeterminate
period 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 post-effective amendment no. 3 to the
Form S-8 registration statement to provide for the issuance of
shares, as described below.
The Registrant has agreed to issue a total of ten million
shares to Emerging Trends Linkages Corp. ("ETLC"), upon a performance
based arrangement requiring certain additional revenues being
generated from and in consideration for the continued services by
ETLC in support of: Registrant's business involving the sale of
generic pharmaceutical products, principally in West Africa, as
described more fully below; the imminent commencement of Registrant's
dengue fever diagnostic test kit business and sales in Brazil,
also as described below; and ETLC's continued development of
Registrant's call-back service in the Republics of Guinea and Mali
in West Africa, including ETLC's obligation and commitment to install
on behalf of Registrant certain call-back hardware and equipment for
the purpose of significantly increasing revenues and the customer
base for call-back service during fiscal 1998.
In connection with ETLC's continuing services to the
Registrant in the area of distribution and sale of generic
pharmaceutical products to the Republics of Mali and Guinea, ETLC was
responsible for the Registrant's receipt during the third quarter of
fiscal 1997 of its first accounts receivables from any operations.
The accounts receivable, the first in Registrant's operating history,
resulted from its first generic pharmaceutical products sale to
Guinea, which products were paid for during the last quarter of the
fiscal year. In addition, ETLC was responsible for Registrant's
shipment of a further generic pharmaceutical product order to Mali
during the last fiscal quarter of 1997, from which additional
accounts receivable were generated, which order was paid for prior to
the date of this Registration Statement. In addition, under its
continued commitment to Registrant, ETLC is presently sourcing
further generic pharmaceutical products for immediate shipment to
Mali, scheduled within proximately ten business days of the date
hereof, pursuant to an outstanding order generated through ETLC's
representative in Mali. This order is supported by an irrevocable
letter of credit in favor of and payable to the Registrant, the term
of which was recently extended by the Malian purchaser in favor of
Registrant.
Based upon the timely delivery of this order, wich ETLC has
agreed to be obligated to source as well as advanced sums to secure
product supply from the several manufacturers, Registrant has
received the commitment from ETLC that Registrant shall receive
continued and increasing generic pharmaceutical orders from Mali and
be a part of its continued bidding process during fiscal 1998.
Registrant has been informed by ETLC that following the shipment of
orders for generic pharmaceutical products during the ten
day period commencing February 2, 1998, Registrant should expect to
receive additional orders for generic pharmaceutical products from
the Central Pharmacy of the Republic of Mali of two hundred to four
hundred thousand dollars, under the February 1998 pharmaceutical bid
process of the Central Pharmacy. ETLC has assured Registrant that
Registrant will continue to participate and ETLC and Registrant's
Malian representative shall seek to increase the level of
Registrant's participation in the supply of generic pharmaceuticals
and other medical products for the Republic of Mali during the 1998
fiscal year.
On behalf of Registrant, ETLC has also submitted for approval
generic pharmaceutical products to the Central Pharmacy of the
Republic of Guinea for the purpose of securing additional orders from
Guinea during fiscal 1998. ETLC has also agreed on behalf of
Registrant, with the assistance of ETLC's West African
representative, to seek pharmaceutical and medical product orders for
Registrant from West African countries other than to Mali and Guinea.
These additional products were sourced through the efforts of ETLC
working with other consultants to Registrant, including but not
limited to Ashco International Corp., and Messrs. Matthew Milo and
Joseph Quattrocchi, as discussed more fully below. Through these
sourcing efforts, for which such consultants are being issued shares
herein, Registrant believes that it will be able to significantly
increase the level of generic pharmaceutical orders, in large part
because of the quality of the sourced products and the pricing
available on such products.
In addition, and as consideration for the shares issued to ETLC
hereunder, ETLC has agreed on behalf of Registrant to seek to
accelerate the process for securing approvals for the sale of dengue
fever test kits in from the National Health Foundation of Brazil. The
dengue fever test kits submitted to the National Health Foundation by
ETLC's representative have passed all preliminary tests and are
presently in the final stage of testing on human subjects with dengue
fever. Registrant has been informed by ETLC that assuming final
approvals, which is anticipated in February, 1998, sale of the dengue
fever test kits should commence in Brazil in March, 1998. ETLC has
recently had preliminary discussions with a third party
manufacturer/supplier of dengue fever test kits for the purpose of
exploring a potential joint between Registrant, ETLC and/or said
third party manufacturer/supplier. Those discussions shall continue
during the first quarter of fiscal 1998, through the efforts of ETLC
together with Registrant, which are new services which ETLC has
agreed to provide Registrant.
Based upon the foregoing and the continued services and
commitment of ETLC, Registrant projects that within approximately six
months, it should be able to generate up to one million dollars per
month from the sale of generic pharmaceutical products and diagnostic
test kits, principally to countries in West Africa and South America,
as well as Brazil, commencing during the second half of fiscal 1998.
Registrant is also presently growing its call-back service,
presently being marketed and sold to multinational corporations,
including multinational mining companies, oil companies, financial
institutions and foreign embassies, among other users, in West
Africa. ETLC, on behalf of Registrant, intends to increase
Registrant's call-back business by, among other means,
obligating itself to complete the installation within approximately
thirty days from the date from the date of this post effective-
amendment to the Registration Statement of certain telecommunications
hardware and equipment. This equipment shall facilitate Registrant's
ability to increase call-back revenues by the sale of call-back to
additional clientele and the greater use of call-back by such
increased client base within the target markets in Mali and Guinea.
It is estimated under the Agreement between Registrant and ETLC
that Registrant shall receive monthly revenues of from two hundred to
four hundred thousand dollars, after the start-up period of up to six
months and the installation of the telecommunications hardware, from
the sale of call-back service in Mali and Guinea. ETLC has already
generated over one hundred customers for Registrant's call-back
service, under the Consulting Agreement for Telecommunication
Services between the Registrant and ETLC. Registrant and ETLC have
agreed to extend the original term of the Consulting Agreement for
Telecommunication Services for a minimum of an additional three
months, with the potential for additional extensions based upon the
agreement of the parties. This will result in Registrant receiving
the higher level of revenues that shall result from the installation
of the new telecommunications equipment for call-back for a longer
term. In addition, Registrant and ETLC have agreed to a further
amendment to the Consulting Agreement for Telecommunication Services
to provide that for at least the first six months of the agreement,
Registrant shall be paid one hundred percent of the net profits from
call-back. The parties are also considering further adjustment of the
payout rates for the benefit of Registrant.
In addition, this post-effective amendment to the Registration
Statement also provides for the issuance of five million shares to
Higher Ground, Inc., a North Carolina corporation and a consultant to
the Registrant, in connection with Registrant's efforts to pursue
joint ventures with United States and foreign pharmaceutical
manufacturers.
The Registrant had initially contracted with consultant Higher
Ground, Inc. for a period of one year in 1997 and based upon the
services to date, Registrant determined to extend the
consulting arrangement with Higher Ground, Inc. for a period of two
years, expiring in October, 1999, which represents a one year
extension from the prior agreement with Higher Ground, Inc., which
expired in October, 1998. Higher Ground, Inc. Is commencing
negotiations with certain third parties on behalf of Registrant,
including negotiations with US manufacturers of pharmaceutical and
medical products for sale by Registrant in the international market.
This post-effevtive amendment to the Registration Statement also
provides for the issuance to two million shares to Jerrold R. Hinton,
Registrant's president and chief executive officer, for his continued
full time service to the Registrant during the period that he has
agreed to defer compansation provided in his employment contract. The
terms of his employment contract provided for compansation at the
rate of $100,000 per annum but to date, Mr. Hinton has drawn no
salary from Registrant and has agreed to accept shares in lieu of
cash compansation. The Registrant and Mr. Hinton have agreed to
review the terms of his employment agreement during the second half
of 1998, at which time the Registrant projects that cash flow will
permit the payment of cash compensation for the service of Mr. Hinton
as Registrant's president and chief executive officer.
In addition, this post-effective amendments to the Registrant
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 eleven
million shares in consideration for continuing service to Registrant
in such capacities and for providing Mr. Craft's and consultants for
the preparation and review of all contracts and agreements between
the Registrant and all third parties, including consulting
agreements, the review of all purchase orders, letters of credit,
sourcing contracts, the coordination of the Registrant's efforts
relating to potential formation of a pharmaceutical manufacturing
joint venture and diagnostic test kit joint venture and/or potential
acquisations of manufacturers of such products, the preparation of
all Registrant's filings and reports with the Securities and
Exchange Commission under the Securities Exchange Act of 1934,
the Securities Act of 1933, as amended (the "Act"), the
preparation and review of all public disclosure and releases of
Registrant, among other services.
Registrant has also included herein a total of five million
shares issued to Ashco International Corp., a New York corporation,
which has agreed to provide services to the Registrant for the
purpose of supervising international public relations services
in connection with the Registrant's pharmaceuticals and medical
products business and its recently organized telecommunications
call-back service. Ashco International Corp. shall also provide
services in connection with the preparation and oversight of
Registrant's corporate profile, investor relations and due diligence
kit, public relations documentation, and sales literature. These
service provided by Ashco and the compansationset forth herein shall
be for the period from October, 1997 through March 1998, and shall be
subject to review by the parties at such time.
Further, also included the this Registration Statement are one
million shares being issued to consultant Matthew Milo and one
million shares to consultant Joseph Quattrocci in consideration for
their respective services in securing export financing for Registrant
utilized and to be utilized in connection with payment of
pharmaceutical products subject to orders principally from the
Republic of Guinea. The Registrant has also issued in connection with
this Registration Statement a total of five hundred thousand shares
to consultant Ida Robinson in connection with Registrant's seminar
and due diligence conference, scheduled for March, 1998, for the
purpose of public and investor education and attendance at such
seminar and conference.
In addition to the foregoing, Corporate Seminar Advisors, Ltd.,
a New York corporation, has been issued a total of four million
shares for the purpose of providing professional consulting services
to the Registrant for the term of one year, including but not limited
to services and expenses in connection with the Registrant's March,
1998, seminar and conference in New York City, New York, including
travel and accommodations for such corporate event, printing and
publication expense, among other services and expenses. Registrant
has also included two hundred thousand shares for AJC Management
Services, Ltd., for its services and assistance to Registrant in
connection with international shipments and warehousing matters and
providing Registrant with freight warehouse and shipping facilities
at JFK International Airport, New York, New York.
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.
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, June 30, 1997 and September 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 posteffective 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.
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 ten 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 the 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 posteffective
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 orcontrolling
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
Palm Beach Gardens, FL 33410
(561) 691-1998
January 30, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: American Diversified Group, Inc. Post
Effective Amendment No. 3 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. 3 to the
registration statement on Form S-8 under the Securities Act of 1933,
as amended (the " Act"), covering a total of 36,700,000 shares of
common stock, which shares are being issued for services to the
Registrant 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. 3 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
nonassessable shares of the Registrant. Further, the Registrant has
duly authorized the issuance of the shares and the filing of this
post-effective amendment no. 3 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. 3 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
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
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 for the fiscal year ended December
31, 1996. We hereby consent to the incorporation by reference of said
report in the posteffective amendment to this Registration Statement
on Form S8 being filed with the Securities and Exchange Commission by
the Registrant.
/s/ Grant-Schwartz Associates, Certified Public Accountants
GRANT-SCHWARTZ, ASSOCIATES, CPA's
January 30, 1998
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. 3 to the
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 30th day of January, 1998.
/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: Hickory, NC
January 30, 1998
/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