<html>

<head>
<title>GTEL</title>
</head>

<body>
<div>

<table border="0" width="100%" cellspacing="0" cellpadding="0" height="188">
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="28"><font size="4"><b>&nbsp;&nbsp; </b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><p align="center"><font face="Times New Roman"
    size="3">REGISTRATION STATEMENT</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">ON FORM S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">UNDER THE SECURITIES ACT OF 1933</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="26"><p align="center"><strong><u>GlobeTel
    Communications Corp.</u></strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" height="25"><p align="center"><u>Delaware</u></td>
    <td width="50%" height="25"><p align="center"><u>88-0292161</u></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="2">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="2">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" align="center" height="25"><u>444 Brickell Avenue, Suite 522, Miami,
    Florida</u></td>
    <td width="50%" height="25"><p align="center"><u>33131</u></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="21"><p align="center"><font size="2">(Address of
    Principal Executive Offices</font></td>
    <td width="50%" height="21"><p align="center"><font size="2">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><u>2003 Employee Benefit Plan</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">(Full title of the
    plan)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><u>(305) 579-9922</u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">(Issuer's Telephone
    Number)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the Plan:</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="2">As soon as practicable after this Registration
    Statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">Total Number of
    Pages: 7</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25"><font size="2">Exhibit Index
    begins on sequentially numbered page: 4</font></td>
  </tr>
</table>

<p align="center">Calculation of Registration Fee</p>

<table border="0" width="100%" cellspacing="0" height="56">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="2">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="2">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">Common Stock par value $.00001</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">5,000,000</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">$0.03</font><font size="1">(1)</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="2">$150,000</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    size="2">$13.80</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="1"><font size="2">(1) Estimated solely for the
    purpose of calculating the registration fee, based on the closing bid price of the
    Registrant's Common Stock on July 16, 2003.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><strong>PART I</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p style="text-align: justify">ITEM 1. PLAN INFORMATION</p>

<p style="text-align: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The documents containing the information specified in Part I, Items 1 and 2, will be
delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated
under the Securities Act of 1933. </p>

<p style="text-align: justify">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION</p>

<p style="text-align: justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The participants shall be provided a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department) and telephone
number to which the request is to be directed.</p>

<p align="center"><strong>PART II</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the &quot;Commission&quot;) are incorporated into and made a part of this
Registration Statement:</p>

<p><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant's Quarterly Report on Form 10-QSB for the quarters ended March 31, 2002, June
30, 3002, September 30, 2002 and March 31, 2003, as filed with the Commission.<br>
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002,
as filed with the Commission.<br>
The description of the Registrant's Common Stock is set forth in the Registrant's
Definitive Proxy Statement on Schedule 14A filed with the Commission on June 21, 2002.</font></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.</p>

<p style="text-align:justify">ITEM 4. DESCRIPTION OF SECURITIES.</p>

<p style="text-align:justify">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Registrant's Common Stock is registered under Section 12(g) of the Exchange Act.</p>

<p style="text-align:justify">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</p>

<p style="text-indent: .5in; text-align: justify">None.</p>

<p style="text-align:justify">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</p>

<p>Article NINTH of the Registrant's Certificate of Incorporation, provides: </p>

<p>The Registrant shall, to the fullest extent legally permissible under the provisions of
the General Corporation Law of State of Delaware, as the same may be amended and
supplemented, indemnify and hold harmless any and all persons whom it shall power to
indemnify under said provisions from and against all liabilities (including expenses)
imposed upon or reasonably incurred by him or her in connection with any action, suit or
other proceeding in which he or she may be involved or with which he or she may be
threatened, or other matters referred to in or covered by said provisions both as to
action in his or her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director or officer
of the Registrant. Such indemnification provided shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any By-law, Agreement or
Resolution adopted by the shareholders entitled to vote thereon after notice. </p>

<p>Article EIGHTH of the Registrant's Certificate of Incorporation, provides: </p>

<p>No director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director; provided,
however, that nothing in this Article EIGHTH shall eliminate or limit the liability of any
director (i) for breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, <br>
(iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper personal benefit. Neither
the amendment nor repeal of this Article EIGHTH, nor the adoption of any provision of the
Certificate of Incorporation inconsistent with this Article EIGHTH, shall eliminate or
reduce the effect of this Article EIGHTH in respect of any matter occurring, or any cause
of action, suit or claim that, but for this Article EIGHTH, would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision. </p>

<p>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</p>

<p>Not applicable.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p>ITEM 8. EXHIBITS</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="7%"><font size="2">Exhibit No.</font></td>
    <td width="93%"><font size="2">Description of Exhibits</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">5</font></td>
    <td width="93%"><font size="2">Opinion of Thomas J. Craft, Jr., P.A., regarding legality
    of the securities filed herewith.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">23.1</font></td>
    <td width="93%"><font size="2">Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 filed herewith.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">23.2</font></td>
    <td width="93%"><font size="2">Consent of Dohan and Company, PA, Certified Public
    Accountants.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="2">99.1</font></td>
    <td width="93%"><font size="2">GlobeTel Communications Corp. 2003 Employee Benefit Plan</font></td>
  </tr>
</table>

<p style="text-align:justify">ITEM 9. UNDERTAKINGS<br>
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement<br>
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;<br>
(ii) To reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and<br>
(iii) 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; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.</p>

<p style="text-align:justify">(2) That, for the purpose of determining any liability under
the Securities Act, 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.</p>

<p style="text-align:justify">(3) 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.<br>
(a) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act 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.<br>
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933
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 Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid 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 against the registrant 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 Securities Act and will be governed by the final adjudication of such
issue.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center" style="text-align:center">SIGNATURES</p>

<p style="text-align:justify;text-indent:.5in">Pursuant to the requirements of the
Securities Act of 1933, 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 on this July 17, 2003.</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%">GlobeTel Communications Corp.</td>
  </tr>
  <tr>
    <td width="100%">/s/ Jerrold Hinton</td>
  </tr>
  <tr>
    <td width="100%">President and Director</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center">Exhibit 5</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="center"><font size="3"><b>Thomas J. Craft, Jr., P.A.</b></font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">102 Seaview Avenue</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Palm Beach, FL 33480</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Phone: (561) 833-9570&nbsp; Fax: (561)
    833-9570</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="right"><font size="3">July 17, 2003</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="3">450 Fifth Street, NW</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="3">Washington, DC 20549</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="24%"><p align="right"><font size="3">Re: </font></td>
    <td width="76%"><font size="3">GlobeTel Communications Corp.</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Commission File No. 0-2353</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="3">Registration Statement on Form S-8</font></td>
  </tr>
</table>

<p style="text-align:justify"><font face="Times New Roman" size="3">Gentlemen:</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">I have been requested
by GlobeTel Communications Corp. (the &quot;Registrant&quot;) to furnish an opinion as to
matters hereinafter set forth in connection with this registration statement on Form S-8
under the Securities Act of 1933, as amended (the &quot;Act&quot;), covering a total of
5,000,000 shares of common stock to be registered under the Registrant's 2003 Employee
Benefit Plan</font><font size="3">.</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">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 of 1934. I have also reviewed
other documents of the Registrant have further determined that the shares have been
legally issued, fully paid and non-assessable. 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.</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3">Very truly yours,</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="3"><u>/s/ Thomas J.
Craft, Jr., P.A.</u> <u><br>
</u>Thomas J. Craft, Jr., P.A.</font></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="left" style="text-align:center"><font size="3">Exhibit 23.1</font></p>

<p align="center" style="text-align:center"><font size="3">(Contained in Opinion-Exhibit
5.1)</font></p>

<p align="center" style="text-align:center"><font size="3">Exhibit 23.2</font></p>
<strong>

<p align="center">CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS </strong></p>

<p>As independent public accountants, we hereby consent to the incorporation, by reference
in this Form S-8 Registration Statement of our report dated March 18, 2003 except for Note
3, as to which the date is April 17, 2003, included in the GlobeTel Communications Corp.
(f/k/a American Diversified Group, Inc.), Form 10-KSB for the year ended December 31,
2002, and to all references to our Firm included in this Form S-8 Registration Statement. </p>

<hr width="75%" color="#999999" noShade SIZE="2">
<strong>

<p align="left">DOHAN AND COMPANY, PA Certified Public Accountants<br>
</strong></p>

<p>July 17, 2003 </p>
</div>
</body>
</html>
[{"type": "S-8", "sequence": "1", "filename": "gtel-s8.htm", "secsgml_size_bytes": 23009}]
{"company-data": {"conformed-name": "GLOBETEL COMMUNICATIONS CORP", "cik": "0000919742", "assigned-sic": "4813", "irs-number": "880292161", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107131", "film-number": "03791633"}, "business-address": {"street1": "444 BRICKELL AVE SUITE 522", "city": "MIAMI", "state": "FL", "zip": "33131", "phone": "3055799922"}, "mail-address": {"street1": "110 NORTH CENTER STREET", "street2": "SUITE 202", "city": "HICKORY", "state": "NC", "zip": "28601"}, "former-company": [{"former-conformed-name": "AMERICAN DIVERSIFIED GROUP INC", "date-changed": "19950329"}, {"former-conformed-name": "TERA WEST VENTURES INC", "date-changed": "19940303"}]}
GTEL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
GlobeTel
    Communications Corp.
(Exact name of
    Registrant as specified in its charter)
Delaware
88-0292161
(State of Incorporation)
(IRS Employer Identification
    Number)
444 Brickell Avenue, Suite 522, Miami,
    Florida
33131
(Address of
    Principal Executive Offices
(Zip Code)
2003 Employee Benefit Plan
(Full title of the
    plan)
(305) 579-9922
(Issuer's Telephone
    Number)
Approximate
    Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration
    Statement becomes effective
Total Number of
    Pages: 7
Exhibit Index
    begins on sequentially numbered page: 4
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.00001
5,000,000
$0.03
(1)
$150,000
$13.80
(1) Estimated solely for the
    purpose of calculating the registration fee, based on the closing bid price of the
    Registrant's Common Stock on July 16, 2003.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I, Items 1 and 2, will be
delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated
under the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
The participants shall be provided a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section 10(a)
prospectus, and shall include the address (giving title or department) and telephone
number to which the request is to be directed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:
The
Registrant's Quarterly Report on Form 10-QSB for the quarters ended March 31, 2002, June
30, 3002, September 30, 2002 and March 31, 2003, as filed with the Commission.
The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002,
as filed with the Commission.
The description of the Registrant's Common Stock is set forth in the Registrant's
Definitive Proxy Statement on Schedule 14A filed with the Commission on June 21, 2002.
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock is registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article NINTH of the Registrant's Certificate of Incorporation, provides:
The Registrant shall, to the fullest extent legally permissible under the provisions of
the General Corporation Law of State of Delaware, as the same may be amended and
supplemented, indemnify and hold harmless any and all persons whom it shall power to
indemnify under said provisions from and against all liabilities (including expenses)
imposed upon or reasonably incurred by him or her in connection with any action, suit or
other proceeding in which he or she may be involved or with which he or she may be
threatened, or other matters referred to in or covered by said provisions both as to
action in his or her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director or officer
of the Registrant. Such indemnification provided shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any By-law, Agreement or
Resolution adopted by the shareholders entitled to vote thereon after notice.
Article EIGHTH of the Registrant's Certificate of Incorporation, provides:
No director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director; provided,
however, that nothing in this Article EIGHTH shall eliminate or limit the liability of any
director (i) for breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper personal benefit. Neither
the amendment nor repeal of this Article EIGHTH, nor the adoption of any provision of the
Certificate of Incorporation inconsistent with this Article EIGHTH, shall eliminate or
reduce the effect of this Article EIGHTH in respect of any matter occurring, or any cause
of action, suit or claim that, but for this Article EIGHTH, would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description of Exhibits
5
Opinion of Thomas J. Craft, Jr., P.A., regarding legality
    of the securities filed herewith.
23.1
Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 filed herewith.
23.2
Consent of Dohan and Company, PA, Certified Public
    Accountants.
99.1
GlobeTel Communications Corp. 2003 Employee Benefit Plan
ITEM 9. UNDERTAKINGS
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) 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; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(3) 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.
(a) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act 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.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933
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 Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid 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 against the registrant 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 Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, 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 on this July 17, 2003.
GlobeTel Communications Corp.
/s/ Jerrold Hinton
President and Director
Exhibit 5
Thomas J. Craft, Jr., P.A.
102 Seaview Avenue
Palm Beach, FL 33480
Phone: (561) 833-9570  Fax: (561)
    833-9570
July 17, 2003
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re:
GlobeTel Communications Corp.
Commission File No. 0-2353
Registration Statement on Form S-8
Gentlemen:
I have been requested
by GlobeTel Communications Corp. (the "Registrant") to furnish an opinion as to
matters hereinafter set forth in connection with this registration statement on Form S-8
under the Securities Act of 1933, as amended (the "Act"), covering a total of
5,000,000 shares of common stock to be registered under the Registrant's 2003 Employee
Benefit Plan
.
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 of 1934. I have also reviewed
other documents of the Registrant have further determined that the shares have been
legally issued, fully paid and non-assessable. 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, Jr., P.A.
Thomas J. Craft, Jr., P.A.
Exhibit 23.1
(Contained in Opinion-Exhibit
5.1)
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation, by reference
in this Form S-8 Registration Statement of our report dated March 18, 2003 except for Note
3, as to which the date is April 17, 2003, included in the GlobeTel Communications Corp.
(f/k/a American Diversified Group, Inc.), Form 10-KSB for the year ended December 31,
2002, and to all references to our Firm included in this Form S-8 Registration Statement.
DOHAN AND COMPANY, PA Certified Public Accountants
July 17, 2003