<The most important thing to remember about these shares is that they are "performance restricted",>
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
post-effective amendment no. 4 to the Form S-8 registration statement to provide
for the issuance of shares, as described below.
The Registrant has agreed to issue two million shares to Emerging
Trends Linkages Corp., a New York corporation, upon a performance based
arrangement requiring certain additional revenues being generated from
Registrant's generic pharmaceutical sales and from Registrant's call-back
service.
In addition, this post-effective amendment to the Registration
Statement also provides for the issuance of one million five hundred thousand
shares to Higher Ground, Inc., a North Carolina corporation, a consultant to the
Registrant in connection with Registrant's efforts to pursue joint ventures with
and acquisitions of United States and foreign medical products manufacturers.
This post-effective amendment to the 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 five hundred thousand 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 one million shares issued to Ashco
International Corp., a New York corporation, for services to the Registrant
including supervising Registrant's international relations in connection with
the Registrant's pharmaceutical and medical products business and its
telecommunications business. These services provided by Ashco shall be subject
to review by the parties during the thirty day period from the date of this
post-effective amendment.
In addition, Corporate Seminar Advisors, Ltd., a New York corporation,
has been issued a total of six million shares for the purpose of providing
professional consulting
3
services to the Registrant for the term of one year, including but not limited
to follow-up services and expenses after the Registrant's March 12, 1998,
Investor Seminar and Conference in New York City, including due diligence
efforts for the purpose of pursuing mergers and acquisitions by Registrant as a
result of introductions to and by Registrant's management. In connection with
the foregoing, Corporate Seminar Advisors, Ltd. shall also be responsible for
corporate printing, public relations, shareholder mailings, and due diligence
necessary for the Registrant for the period of twelve months.
**The only "performance restricted" stock I see is to Emerging Trends- 2 million shares,the others are not designated as such.Perhaps it's just not clearly written,or I'm missing it..DD |
