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
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
110 N. Center St., Suite 202 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
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American Diversified Group, Inc.
110 North Center Street-Suite 202
Hickory, NC 28601
(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:
- ------------------------------------------------------------------
As soon as practicable after this
Registration Statement becomes effective
Total Number of Pages: 16
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Exhibit Index begins on sequentially numbered page: 10
Page 1
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 20,000,000(1) $.02 (2) $400,000 $130.00
___________________________________________________________________________________________
(1) Represents shares issued 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 August 14, 1998.
Page 2
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 to Jerrold R.
Hinton, President, CEO and a director, two million five
hundred thousand shares in consideration for his continuing
to serve the Company full-time, without cash compensation.
Dr. Hinton has an employment agreement executed in 1996
which provides for annual compensation of $100,000 per
annum. However, no cash compensation has been paid to Dr.
Hinton under the agreement to date.
The Registrant has agreed to issue two million five
hundred thousand shares to Emerging Trends Linkages Corp., a
New York corporation, pursuant to agreements for continued
services with respect to Registrant's generic pharmaceutical
sales and call-back/telecommunications business.
The Registrant has agreed to issue two million shares to Global
Transmedia Communication Corp.("GTCC"), of Miami Florida, in
consideration for the agreement by GTCC to provide consulting
service to the Registrant including services related to the
aquisation of other telecommunication providers and the develop-
ment and aquisation of enhancements of Internet Telephony
products and services.
The Registrant has also agreed to issue to each of
Messrs. Matthew Milo and Joseph Quattrocchi, consultants to
the Registrant, three million shares for services in
connection with securing sourcing from pharmaceutical
product manufacturers as well as pursing on behalf of
Registrant joint ventures and acquisitions of international
pharmaceutical-medical product manufacturers and
distributors.
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 three million
five hundred shares 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.
Registrant has also included herein three million
shares issued to Ashco International Corp., a New York
corporation, for services to the Registrant including
supervising Registrant's investor relations from its NYC
offices.
Page 3
Registrant has also issued five hundred thousand to Dr.
S. K. Rao, a medical doctor in Port Arthur, TX, in
consideration for the introduction by Dr. Rao of his
professional contacts and relationships with pharmaceutical
and medical product manufacturers and distributors in India.
Registrant has begun to source much of the products that
have been subject to purchase orders from India and projects
that in the future it will be engaging in significant
additional business with various medical related companies
in India.
Page 4
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.
Page 5
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 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
210,212,560 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.
Page 6
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 eleven 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
Page 7
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.
Page 8
(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.
Page 9
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
Page 10
EXHIBIT 5
Page 11
Thomas J. Craft, Jr., Esq.
11000 Prosperity Farms Road
Palm Beach Gardens, FL 33410
(561) 691-1998
August 14, 1998
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 20,000,000 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
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 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
Page 12
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
Page 13
EXHIBIT 23.1
Page 14
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
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Public Accountants
GRANT-SCHWARTZ, ASSOCIATES, CPA's
August 14, 1998
Page 15
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 14th day of August,
1998.
/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
August 14, 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
Page 16