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.)
700 Canal Street,3rd Fl 06902
Stamford,CT -----
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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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700 Canal Street,3rd Fl.
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Stamford, CT 06902
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(Name and address of agent for services)
(203) 328-3092
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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:25
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Exhibit Index begins on sequentially numbered page:7
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
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Common Stock
par value $.001 15,100,000(1) $.02 (2) $302,000 $100.00
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(1) Represents shares issued pursuant to consulting agreement for
telecommunication services with consultant who has provided and is continuing to
provide services to the Registrant and to an individual who has provided
consulting services to the Registrant. Additional shares may be issued to the
consultants under the agreements as set forth in the Registrations 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 4, 1997.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
American Diversified Group, Inc. (hereinafter "ADGI" or the "Company") has
heretofore entered into agreements with third party consultants, officers,
directors and counsel with respect to the issuance of shares of the Company's
common stock for services to the Company. In consideration for continuing
services to the Company during the period from August 1, 1997, and for a term of
at least fifteen months, subject to renewal by the Company, during which term
the Company lacks the cash flow to compensate such consultant, the Company has
prepared this post effective amendment no. 1 to the Form S-8 registration
statement to provide for the issuance of shares under the consulting agreement,
as described below.
The Company has agreed to issue a total of 15,000,000 shares to Emerging
Trends Linkages Corp. ("ETLC" or "Consultant") in consideration for ETLC's
services in connection with the formation of a joint venture for the purpose of
offering telecommunications services, including the establishment of "call-back
service" for sale to multinational corporations such as mining companies, oil
companies, financial institutions and foreign embassies, among other users, in
the Republics of Mali and Guinea, as set forth in the exhibit (Consulting
Agreement for Telecommunication Services) attached to this registration
statement. It is estimated under the Agreement that ADGI receive annual revenues
in excess of $2 million from the sale of call-back service in Mali and Guinea,
with revenues commencing during the third quarter of 1997.
It is specifically provided in the Consulting Agreement for
Telecommunication Services (hereinafter, the "Agreement") that the shares being
issued to Consultant pursuant to the Agreement shall be issued upon certain
performance guidelines, as follows: six million shares shall be released by ADGI
to the Consultant, in increments of 2 million shares, upon Consultant securing
for ADGI ten customers, twenty customers and thirty customers for the call-back
service. The Agreement sets forth a list of targeted customers, including
specified multinational corporations and designated foreign embassies. Further,
four million shares shall be released by ADGI to the Consultant as follows: 1
million shares upon ADGI receiving $50,000 in monthly revenues; 1 million shares
upon ADGI receiving $100,000 in monthly revenues; 1 million shares upon ADGI
receiving $150,000 in monthly revenues; and 1 million shares upon ADGI receiving
$200,000 in monthly revenues from the sale of telecommunication services,
including call-back service. The remaining five million shares will be utilized
for expenses incurred by Consultant on behalf of the joint venture for the
purchase of minutes in bulk for use by and sale to ADGI's call-back customers,
initial expenses to establish, market and if necessary
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upgrade the telecommunications/call-back services, and to a minimum extent for
the costs incurred in maintaining ADGI's and Consultant's offices in Mali.
In addition, Mr. Jim Hamilton has provided consulting services to the
Company's board of directors with respect to its present business direction,
including its efforts to establish joint ventures and offer products and
services for the international export market, in consideration for which the
Company has agreed to issue to Mr. Hamilton 100,000 shares of stock in this post
effective amendment to the registration statement on Form S-8.
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 700
Canal Street, 3rd Floor, Stamford, CT 06902.
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 Report on Form 10-QSB for the period ended
March 31, 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 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 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 10,250,000 shares of Common Stock.
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
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Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit 4 Consulting Agreement for Telecommunication Services dated as
of August 1, 1997
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 Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company of expenses paid or
incurred by a director, officer or controlling person of the Company 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 Company 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.
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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 post
effective amendment no. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
and the State of Connecticut, on the 5th day of August, 1997.
/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
post effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Dated: Stamford, CT
August 5, 1997
/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.
Secretary and Director
EXHIBIT INDEX
EXHIBIT NUMBER ITEM
4 Consulting Agreement for Telecommunication Services dated as of
August 1, 1997
5 Opinion of Thomas J. Craft, Jr., Esq.
23 Consent of Thomas J. Craft, Jr., Esq. (Contained in the Opinion)
23.1 Consent of Grant-Schwartz, Associates, Certified Public
Accountant
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