Current Report Filing (8-k)
June 20 2019 - 8:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 10, 2019
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AMERICAN DIVERSIFIED HOLDINGS CORP
(Exact name of registrant as specified
in its charter)
_______________________________
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Nevada
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001-16813
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88-0490720
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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224 Datura St. West Palm Beach FL 33401
(Address of Principal Executive Offices)
(Zip Code)
(561) 631-9222
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b 2 of this chapter). Emerging growth company ☐
If any emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On June 3, 2019, American Diversified
Holdings Corp. (the “Company” or “we”) signed a Letter of Intent (“LOI”) to effectively
change management and move into a new direction more aligned with the corporate vision.
Item 5.01 Changes in Control of Registrant.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2019, we appointed Daniel Sobolewski as
strategic consultant and Interim CEO to assist the Company in its expansion plans in CBD industry space and other business.
This expansion may include up to 5 different revenue producing CBD farms in Colorado and other USA jurisdictions.
Effective June 17, 2019, Mr. Ernest Remo has stepped
down from his CEO position and as Chairman of the Company. In addition, on May 28 02019, the Company accepted the resignation
of Mr. Liam Riley, COO of the Company. Mr. Riley was a non-executive consultant and his title was COO of Cannabis
Operations.
Daniel Sobolewski has been appointed as Interim CEO Effective
June 17, 2019.
Alexander Sentic has been appointed as Interim COO Effective
June 17, 2019.
Item 8.01 Other Events.
On June 6, 2016 Mr.
Remo returned 127 million shares beneficially owned to the Company treasury to reduce his total shares owned to 53,160,000 shares
equal to 9.808% of total shares outstanding
Under the terms of the LOI and in
coming CBD Company agreement ADHC has consolidated and settled retired and eliminated all debt and all convertible notes, options
and warrants in exchange for 53,160,000 common shares equal to 9.808% of total shares outstanding.
On
June 17 2019 Mr. Remo placed all 100% or 100,000 of his preferred shares (CONTROL BLOCK) in escrow with
MMG C/O Zoran
Cvetojevic being appointed as the interim preferred shareholder and designee for preferred shares to be held in escrow until
the CBD Colorado Manufacturing Co management full take over. On closing date with CBD Manufacturing MMG C/O Zoran Cvetojevic shall surrender the preferred shares to
the new incoming management of CBD Colorado Manufacturing Co. Additionally both Daniel Sobolowski and Alexander Sentic shall resign
their position along with any other key personnel consultants’ advisors officers or directors. The terms of the preferred
share purchase call for a one-time cash payment between CBD Colorado Manufacturing Co and MMG for the introductory services of
the incoming merger, elimination of all debt from ADHC and assistance with upcoming SEC filings and registration statements.
Additional research report highlighting
industry market size in CBD space and the Company plans to expand in the space.
The Corporate web site is
http://americandiversifiedholding.com/ The
Company will update this web site with any new events and announcements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1.
Letter of Intent between Ernest B. Remo and CBD Colorado Manufacturing Co , dated May 20, 2019
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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AMERICAN DIVERSIFIED HOLDINGS CORP
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By
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/s/ Daniel Sobolewski
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Name: Daniel Sobolewski
Title: Interim CEO
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Date: June 20, 2019
American Diversified (PK) (USOTC:ADHC)
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