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): September 9, 2020

 

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AMERICAN DIVERSIFIED HOLDINGS CORP

(Exact name of registrant as specified in its charter)

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Nevada 001-16813 88-0490720
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

 

111 Moorings Dr Lantana Fl 33426

(Address of Principal Executive Offices) (Zip Code)

 

561 440 9443

(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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each Class Trading Symbol Name of each exchange on which registered
n/a    

 

Securities registered pursuant to Section 12(g) of the Act:

 

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 8.01 Other Events

 

The company is subject to a hijacking. The duly appointed company management brings attention to the Schedule A attached hereto.

 

AMERICAN DIVERSIFIED HOLDINGS CORPORATION (“ADHC”) is a Nevada corporation. The Hijacker Ernest Remo has incorporated a private company in Wyoming and extinguished the Nevada corporation. The Wyoming corporation is attempting to conduct identity theft of the Nevada corporation.

 

Both OTC Markets and the transfer agent have been notified. The transfer agent may be cooperating with the hijackers for reasons we are still unaware of.

 

The management is seeking resolution through legal means and other regulators.

 

The duly elected management/officers directors and preferred shareholders feel that this is a material event that requires a public disclosure to protect the general public and to preserve the integrity of the company.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 99.1 Schedule A from attorney

 

 

 

 

 

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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.

 

 

  AMERICAN DIVERSIFIED HOLDINGS CORP
   
  By /s/ Albert Cunyao
   

Name: Albert Cunyao

Title: Chief Executive Officer

 

Date:  September 9, 2020

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

THE SHELL LAW FIRM, PLLC
11 Broadway, Suite 615
New York, New York 10004
Telephone: (646) 616-3983
Facsimile: (212) 480-8560

 

Martin Shell, Esq.

Admitted in New York and New Jersey

mshell@shelllawfirm.com

 

July 23, 2020

 

VIA EMAIL

Saveene Corp.

500 S Australian Avenue

#600

West Palm Beach FL 33401

Att: Miro Zecevic

 

To: American Diversified Holdings Corporation (“ADHC”) and ADHC Board Members Officers and Directors
Re: Ernest Remo and ADHC

 

Dear Mr. Zecevic et al:

 

We write in response to your earlier request to address Ernest Remo’s recent conduct involving ADHC.

 

Based on the information you have provided it is our understanding that Mr. Renmo without any justification interfered with Saveene’s preferred shares ownership and control over ADHC. Namely, Mr. Remo dissolved ADHC in Nevada and incorporated a new entity in Wyoming, despite transferring his ownership interest in ADHC to Saveene and resigning as ADHC’s CEO in June of 2019.

 

We have also reviewed the following documents provided by you and the officers / directors of ADHC: fully executed Stock Purchase Agreement dated June 6, 2019; ADHC Board of Director resolutions dated June 6, 2019 appointing Alex Sentic as CEO; Ernest Remo’s resignation as ADHC CEO effective June 6, 2019; ADHC Board of Directors resolutions dated June 13, 2019 appointing Daniel Sobolowski as CEO and Alexander Sentic as COO; and Emails from Mr. Remo dated 11/7/2019, and Transfer Agent dated 6/11/19 and 6/14/19.

 

On July 3, 2020, we sent a letter demanding that Mr. Remo cease and desist from interfering with ADHC and that he cooperate with Saveene’s efforts to restore ADHC a Nevada entity and dissolve the Wyoming entity, so not to confuse the market and company followers.

 

Mr. Remo replied on July 8, 2020, through his attorney Daryoosh Khashayar, Esq. of the Khashayar Law Group. Mr. Remo denied any wrongdoing and alleged that the parties never had a fully signed purchase agreement and that his shares were never delivered.

 

 

 

     

 

 

Saveene Corp.

July 23, 2020

 

 

In response, I sent a fully executed agreement along with the aforementioned documents on July 14, 2017. In furtherance thereof, I spoke directly with Mr. Khashayar who by his own admission did not review the documents still somehow claimed that the conditions to closing were not completed. Counsel also failed to provide any specifics or proofs to support the allegations. Shortly thereafter, on July 21, 2020, counsel advised that Mr. Remo would be representing himself in any future dealings.

 

In addition we have reached out on multiple occasions to the ADHC transfer agent including sending a notice on July 8, 2020. To date, the transfer agent remains unresponsive.

 

Based on the documents provided, the transfer agent’s failure to respond and Mr. Remo’s failure to provide any specific evidence to support his contentions, it is my professional opinion that Saveene is the owner of Mr. Reno’s preferred shares (Control block) and that Mr. Remo’s conduct is without justification.

 

Saveene should take all appropriate measures to protect its interest.

 

Should you have any other questions or comments about this opinion please do not hesitate to contact this office.

 

  Very truly yours.
   
  /s/ Martin Shell
   
  Martin Shell