US SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC 20549

                               FORM 10-KSB


   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                               ACT OF 1934

                 For the fiscal year ended December 31, 1999

                      COMMISSION FILE NUMBER: 0-23532
                      -------------------------------

                      AMERICAN DIVERSIFIED GROUP, INC.

             NEVADA                         88-0292161
             ------                         ----------
(State or Other Jurisdiction of    (IRS Employer Identification No.)
        Incorporation)

                      110 NORTH CENTER STREET, SUITE 202
                             HICKORY, NC 28601
                   ----------------------------------------
                   (Address of Principal Executive Offices)

                              (828) 322-2044
                              --------------
                       (Issuer's telephone number)

    Securities registered under Section 12 (b) of the Exchange Act: NONE
                             ----------------
                             (Title of class)

      Securities registered under Section 12(g) of the Exchange Act:

                        COMMON STOCK, PAR VALUE $.001
                             ----------------
                             (Title of class)

Check whether the issuer: (i) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (ii) has been subject to the
filing requirements for the past 90 days.

                           Yes (XX) No

Check  if there is no disclosure of delinquent filers in response
to  Item 405 of Regulation S-B is not contained in this form, and
no  disclosure will be contained, to the best of the registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-KSB or  any
amendment to this Form 10-KSB.

                                (  )

The  Registrant  had  no revenues during its recent  fiscal  year
ended December 31, 1999. The aggregate market value of the voting
stock  held by non-affiliates(1) of the Registrant based  on  the
average  bid  and asked prices of $.35 and $.40 respectively,  of
such  common  stock  as  of  March  28,  2000,  is  approximately
$101,864,865,  based  upon  an average  of  $.375  multiplied  by
271,639,640 shares of common stock as of such date held  by  non-
affiliates. As of March 28, 2000, the Registrant had a  total  of
303,870,560  shares of common stock, par value $.001  issued  and
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

There are no documents incorporated by reference in this report
on Form 10- KSB except for certain previously filed exhibits
identified in Part III, Item 13, hereof.
(1) Affiliates for the purposes of this Item refer to the
officers, directors and/or persons or firms owning 5% or more of
the Registrant's common stock, both record and beneficially.


                        TABLE OF CONTENTS

                          PART I                                  Page
Item 1. Description of Business.                                  3
Item 2. Description of Property.                                  9
Item 3. Legal Proceedings.                                        9
Item 4. Submission of Matters to a Vote of Security Holders.      10

                          PART II
Item 5. Market for Common Equity and Related Stockholder Matters. 11
Item 6. Management's Discussion and Analysis or Plan of Operation.12
Item 7. Financial Statements.                                     15
Item 8. Changes In and Disagreements With Accountants on
        Accounting and Financial Disclosure.                      15

                         PART III
Item 9.  Directors, Executive Officers, Promoters and
         Control Persons.                                         15
Item 10. Executive Compensation.                                  17
Item 11. Security Ownership of Certain Beneficial Owners and
         Management.                                              18
Item 12. Certain Relationships and Related Transactions.          19
Item 13. Exhibits and Reports on Form 8-K                         19



                             PART I

ITEM 1. DESCRIPTION OF BUSINESS
===============================

Background
American   Diversified   Group,  Inc.,   a   Nevada   corporation
(hereinafter the "Company" or the "Registrant"), was incorporated
under  the laws of the State of Nevada as Terra West Homes,  Inc.
on  January  16, 1979. On March 15 1995, the Company's  name  was
changed   to  American  Diversified  Group,  Inc.  The  Company's
principal  activities  have involved  the  search  of  businesses
and/or  assets  that  it could acquire, in  order  to  become  an
operating company, or in the alternative, efforts to develop  its
own business operations with the assistance of third parties. The
Company  entered  into several consulting agreements  with  third
parties  for  the purpose of hopefully assisting the  Company  in
developing  a business, including development of various  product
lines, primarily in the medical and telecommunication areas, with
the intention of generating sales of such products.

The  Company's business during 1997 and 1998 principally resulted
from  the  engagement by the Company in February 1996 of Emerging
Trends  Linkages  Corp.,  a  New York  corporation  ("ETLC"),  as
consultant.  The  Company  entered  into  an  initial  consulting
agreement with ETLC in February 1996, for the purpose of  seeking
sales from West Africa for the distribution and sale of a variety
of  medical/pharmaceutical products.  See  the  discussion  below
under  "Consulting Agreements". During 1997 and 1998, the Company
began  to generate initial but limited revenues from the sale  of
generic pharmaceutical products in West Africa, but generated  no
revenues  from  such  business  efforts  during  the  year  ended
December 31, 1999.

During  the year ended December 31, 1999, the Company has pursued
efforts to complete its intended acquisition of Global Transmedia
Telecommunication Corporation ("Global") of Miami, FL., a company
engaged  in  the  business of Internet telephony and  Voice  Over
Internet Protocol (VOIP), which acquisition it believes should be
closed  and  completed  during March 2000. See  "Recent  Business

Developments-Telecommunications Venture" below.

Business Developments-Telecommunications Venture

Agreements with Global and Global's Business
In  order to pursue telecommunications, the Company entered  into
an initial agreement with Global, formerly Telephonetics Overseas
Corporation.  The initial agreement with Global was announced  in
March  1998. In March 1998, the Company entered into an agreement
(Letter of Intent for Acquisition and Participation) with Global.
This  initial  agreement provided, among other things,  that  the
Company  would  advance to Global over a period  $150,000,  which
advance  would  be  evidenced  by a promissory  note.  This  note
granted  the  right to convert the debt into  9%  of  Global.  In
addition,  the  note provided for the right of  Global  to  "put"
subsequent 9% equity interests in Global for subsequent  payments
of  $150,000, if Global reached certain threshold levels of sales
revenues  and  also  granted  the  Company  the  right  to   call
subsequent 9% interests in Global at other gross sales levels.

                              Page 3

Prior  to  this agreement, Global's activities primarily involved
the business of providing quality telecommunications hardware and
audio   content   for  "on-hold"  and  web  site  messaging   and
advertising  for  corporations, retail chains  and  other  users.
During  1998, Global also commenced the sale and distribution  of
Internet telephony services for sale in the domestic and  foreign
markets.

The  Company in August 1998 entered into a further agreement with
Global,  pursuant to which the Company was granted the  right  to
acquire  45% of Global for consideration of $700,000. Under  this
interim stock purchase agreement with Global, the Company has the
right  to  acquire up to 45% of Global for $700,000. The  Company
also  had  the  right to negotiate an agreement  to  acquire  the
remaining 55% of Global in consideration for the payment of  cash
or cash and securities, based upon certain valuations, subject to
adjustment.

On   March  15,  1999,  Global  granted  the  Company  a  secured
convertible  debenture,  in an amount based  upon  the  Company's
total  advances to Global, as increased from time to  time.  This
debenture  provided  for  the  right  of  the  Company  to  elect
repayment of the total amount of the monies advanced through such
election, over a 36 month period commencing January 1, 2000.  The
debenture also provided, in the alternative, the right of  Global
to "put" 45% of Global's shares to the Company, if Global reached
certain  sales revenues prior to December 31, 1999, or,  if  such
revenues  were not reached, the Company had the right to  acquire
45%  of Global for consideration equal to the amount advanced  to
Global  through  the date of conversion. The debenture  also  had
certain  adjustments,  based upon Global reaching  certain  sales
revenue levels.

On  December  16,  1999, the Company and Global  entered  into  a
further letter of intent, pursuant to which the Company would  be
granted  the  right  to acquire 100% of Global.  This  letter  of
intent  provided  for  the use of a valuation  opinion,  from  an
independent third party selected by the Company. The Company also
agreed  to  use  its best efforts to arrange for working  capital
financing  for  Global  in  an amount from  $1.5  million  to  $2
million.  In anticipation of the execution of a definitive  share
purchase  agreement,  at a purchase price of  $5  million,  which
purchase  price was subject to adjustment, the Company  commenced
the valuation process.

At  December 31, 1999, the amount of the advance from the Company
to  Global was $312,500, which represents an increase of  $90,000
from  the  year ended December 31, 1998. Such amounts  have  been
accounted  for as a loan from the Company to Global,  secured  by
the  shares of GTCC, which loan at December 31, 1999 granted  the
Company  the  right  to convert the loan into  Global  shares  as
provided  above and all such sums advanced to Global were  to  be
applied  to  the  consideration  due  under  the  share  purchase
agreement.  See  the  discussion of the Stock Purchase  Agreement
between  the  Company and Global dated as of February  19,  2000,
pursuant to which the Company has acquired 99% of Global.

While to date, Global has received only limited revenues from its
telephony business, during the period commencing mid 1999, Global
has informed and represented to the Company that it had begun the
material  expansion of its business to include expansion  of  its
services  into additional countries. Further, during  the  fourth
quarter of 1999, Global obtained an international carrier license
under  Section  214  from  the Federal Communications  Commission
(FCC). Global also informed the Company of Global's determination
to  become  a  facilities based carrier and  expand  its  network
establishing Points of Presence (POP) within the countries in its
network,  which  include Mexico, Venezuela,  Colombia  and  other
countries  to  be  opened in fiscal  2000. To date,  Global   has
established facilities in San Antonio, TX and Monterrey,  Mexico.
Global  has plans to develop its network operations in St. Louis,
MO  during  the  second  quarter 2000  and continue  establishing
POP's.  Global's telecommunications services are  provided  on  a
prepaid  basis.  Global enters into agreements with  third  party
telecommunication vendors in each country to market its services.
These third parties are generally telecommunication companies  or
Internet  Service Providers (ISP) with expertise in IP  telephony
technology.  Global  is  also seeking to develop  relations  with
international  carriers for call termination  by  these  carriers
using Global's network.

                                Page 4

Initially,  Global's  IP  telephony  services  were  limited   to
services  offered  to customers from South  America  to  the  US.
However,  during 1999 Global began the expansion of its  services
to  permit  Global's  subscribers  to  be  able  to  place  calls
worldwide  through  its  IP telephony system.  Global's  services
include  full voice, fax, and data transmission features.  Global
projects  that  it will begin to generate monthly revenues  based
upon   an   increased  subscriber  base.  In  fact,  Global   has
represented  to  the  Company that it shall report  revenues  and
receivables   that  will  be  reported in the Form  10-QSB of the
Company for  the period ended March 31.
Global  entered into an agreement with a group of  marketing  and
telecommunication companies in Venezuela, which provides for  the
purchase  of a minimum of 2.1 million minutes and up to 3,900,000
minutes  in  calling  volume. This  is  projected  by  Global  to
generate revenues of up to $780,000 during the year 2000,
although the timing of such revenues cannot be determined at this
date.

Global is also currently negotiating an agreement with a group of
telecommunication companies in Mexico which will enable Global to
originate  and terminate calls in Mexico on Global's network.  In
addition,  Global  has  negotiated  termination  agreements  with
companies  in Brazil, Peru and Eastern Europe. Global expects  to
enter  into  an  initial  agreement to  begin  to  offer  its  IP
telephony services in India during the first six months of  2000.
Global  has  represented to the Company that it has entered  into
negotiations   with  several  companies  and   individuals   with
telecommunication  services  which  Global  will  market  through
licenses or potential acquisitions.

Share Purchase Agreement

The  Company,  Global and Global's shareholders  entered  into  a
share  purchase  agreement  effective  February  19,  2000   (the
"Agreement") pursuant to which the Company agreed to acquire  99%
of  Global's shares. This Agreement provides for the issuance  to
Global's shareholders of units which aggregate 25 million  shares
of  common stock, based upon the average closing bid price of the
shares during the ten day period prior to February 19, 2000.  The
units also provide for the issuance of four warrants, Class A, B,
C  and D, each exercisable at $.08, which was the average closing
bid  price  of  the Company's shares during the six month  period
prior  to February 19, 2000. Each Class of warrants provides  for
the  issuance of 25 million shares and expire two years from  the
date  of the Agreement. Neither the shares nor the warrants  have
been registered under the Securities Act of 1933, as amended (the
"Act").  The Class A warrants are exercisable during  the twenty-
four  month period commencing the date of the Agreement the Class
B  warrants are exercisable commencing on a date six months  from
the  execution of the Agreement for a period ending  twenty- four
months  from the date of the Agreement; the Class C warrants  are
exercisable commencing on a date twelve months from the execution
of  the Agreement for a period ending twenty four months from the
date  of  the Agreement; and the Class D warrants are exercisable
commencing  on a date eighteen months from the execution  of  the
Agreement for a period ending twenty-four months from the date of
the  Agreement. If all of the warrants are exercised the  Company
will  receive  warrant proceeds of $8 million. The  Agreement  is
filed  as an exhibit to this Annual Report on Form 10-KSB. It  is
intended  that Global and the Company will execute  a  management
agreement  which  should provide payment  to  the  Company  of  a
management  fee  of approximately 5% of Global's revenues  on  an
annual basis.

Competitive Business Conditions

The  telecommunications industry is highly  competitive,  rapidly
evolving  and  subject to constant technological  change  and  to
intense  marketing by different providers of functionally similar
services.  Since there are few, if any, substantial  barriers  to
entry,  Global  has  represented  to  the  Company  that  it  may
reasonably  expect  that  new  competitors  are  likely  to  join
existing   competitors   in   the  telecommunications industry,

                                Page 5

including  the market for international long-distance  voice  and
data  transmission targeted by Global. Many of  Global's  current
competitors  are  significantly  larger  and  have  substantially
greater  market  presence  and  experience  as  well  as  greater
financial, technical, operational, marketing and other  resources
than  the  Company. However, the Company has been  informed  that
Global's  use  of  IP telephony should enable Global  to  provide
customers  with  competitive pricing for  its  telecommunications
services.  Nevertheless, there can be no  assurance  that  Global
will  be able to successfully compete with major carriers in each
of    its    markets,    including   Internet    telephony    and
telecommunications   providers,  and   from   traditional   phone
companies. Further, there can be no assurance that Global will be
able  to  successfully  compete with established  companies  with
significant  operating  histories and far greater  financial  and
other  resources, which companies presently are in or  may  enter
Global's existing and future markets.

Sources and Availability of Hardware and Software Equipment

All  equipment used by Global is provided by major suppliers  and
is   readily  available.  Software  to  operate  the  network  is
commercially  available  from software  suppliers  and  equipment
suppliers, and Global has the technical expertise and ability  to
develop in-house software as needed for network applications  and
new telecommunications products.

Dependence on one or a few major customers

Global  is  not  dependent on any single  customer  or  group  of
customers  and  does  not  foresee becoming  dependent  upon  any
customers in the future.

Licenses

Global   has   obtained   a   authority   as   an   international
telecommunications   carrier   under   Section   214    of    the
Telecommunications Act by the FCC. It is Global's practice either
to  obtain  a  license or operate utilizing the  license  of  the
providers in foreign countries in each of its markets.

Effect of Existing or Probable Governmental Regulations

In  February 1997, the United States and approximately  70  other
countries  of  the World Trade Organization signed  an  agreement
committing   to   open   their  telecommunications   markets   to
competition  and  foreign ownership beginning  in  January  1998.
These   countries  account  for  approximately   90%   of   world
telecommunications traffic. The WTO agreement provides Global and
all  companies in its industry with significant opportunities  to
compete  in markets where access was previously either denied  or
extremely  limited. However, the rights and privileges  that  are
available in each of these markets is subject to the granting  by
each  country  individually  and therefore  Global's  ability  to
establish  itself  in  each market and provide  its  services  is
subject to the actions of each individual country which can  vary
greatly.  There  can  be no assurance that  new  regulations  and
limitations  may be adopted to limit the ability  of  Global  and
other providers to service particular markets.

Number of total employees and number of full time employees

Global at present has 8 full time employees and is in the process
of  hiring  additional  individuals for  its  anticipated  growth
during  fiscal 2000. Global does not believe that  it  will  have
difficulty in hiring and retaining qualified individuals  in  the
field  of  Internet  telephony, although the market  for  skilled
technical personnel is highly competitive.

                                Page 6

Consulting Agreements-Medical and Pharmaceutical Products

The  Company  entered into an initial consulting  agreement  with
ETLC in March 1996. Following execution of the initial consulting
agreement  with  ETLC, the Company received  its  first  purchase
orders  from  the  Republic of Guinea for generic pharmaceuticals
and  vitamin  products, which initial orders  were  generated  by
ETLC.  These  orders were generated as a result of the  Company's
earlier  efforts  to  source  products  subject  to  the  initial
purchase orders, which included diagnostic test kits, human serum
albumin  (HSA)  and  other  medical products.  During  1996,  the
Company  had no sales revenues from its own business  efforts  or
from  the  efforts of ETLC. Commencing in May 1997,  the  Company
requested  that  ETLC begin efforts to source the  products  that
were  subject to the initial purchase orders and product requests
from   West  Africa.  Such  sourcing  efforts  commenced  through
contacts   of   the  Company  and  ETLC  with  US  pharmaceutical
manufacturers   and   thereafter  were   expanded   to   included
manufacturers  and distributors outside of the US.  In  addition,
ETLC   generated   for   the   Company   requests   for   generic
pharmaceutical  products in addition to those products  initially
subject to purchase orders.

During  1997, the Company and ETLC determined that a  significant
portion of the generic pharmaceutical order from Guinea could not
be  sourced  at  satisfactory pricing from US  manufacturers.  In
order to hopefully meet the budget and pricing parameters for the
Republic  of  Guinea and other potential West African  customers,
the  Company requested ETLC begin not just to secure orders,  but
also  to  continue efforts to source products from  manufacturers
outside of the United States.

The  Company,  during  1997 and 1998, continued  to  utilize  the
services of ETLC for, among other purposes, seeking the supply of
generic  pharmaceutical and related products in order to  fulfill
purchase orders and product requests from West African countries,
including  those first received from the Republic of  Guinea  and
later  from the Republic of Mali. The Company and ETLC,  however,
experienced only limited success in sourcing generic products  at
satisfactory  pricing,  within  the  budgets  of  potential  West
African customers, which pricing would also hopefully permit  the
Company  to generate gross profit on such sales. During 1998  and
into  1999, the Company through ETLC continued efforts to  secure
orders from West Africa and source products for such orders  from
pharmaceutical  manufacturers in India, which manufacturing  firm
provided  product  samples, certificates of  analysis  and  other
documents necessary for product registration in West Africa.

In   addition,   the   Company,  through  its   consultants   and
representatives,  and specifically through  ETLC  also  undertook
efforts  to secure approvals and product registration for  dengue
fever  diagnostic  test  kits for sale in Brazil,  which  efforts
commenced in late 1997. While the Company believed and indeed was
informed  through  contacts  in  Brazil  that  registration   and
approvals had been obtained and that initial orders were obtained
and  continuing  orders  for dengue  fever  test  kits  could  be
reasonably  secured, to date, the Company has  not  any  revenues
from  dengue fever test kits. Further, there can be no  assurance
that  any  revenues  will ever be generated by  the  Company  for
dengue  fever  test kits and as of the date of this  report,  the
Company  cannot  be  assured  that  any  efforts  in  Brazil  are
continuing.

The Company has become increasingly aware that the market for the
sale of medical/pharmaceutical products is extremely competitive,
and  there  can  be no assurance of any success  in  this  field.
Indeed,  the  Company  received  no  revenues  during  1999  from
medical/pharmaceutical products, although it did generate limited
sales  revenues  from such products in 1997  and  1998.  See  the
discussion  below under Management's Discussion and  Analysis  of
Financial Condition and Results of Operations", Part II,  Item  6
below.  If the Company seeks to continue any efforts to  generate
pharmaceutical  sales from West African markets, whether  through

                                Page 7

ETLC  or  otherwise,  the  Company must  be  able  to  develop  a
continuing   source  of  generic  pharmaceutical  products   from
manufacturers, at acceptable pricing levels, which  manufacturers
are   prepared   to   provide   product   samples,   registration
documentation,  translations into French with respect  to  French
speaking  West  African countries. In addition, during  the  year
ended   1999,  the  Company  experienced  changes  in  consulting
representatives and personnel working directly with  West  Africa
and  through  whom it had previously conducted  or  attempted  to
conduct  business in the pharmaceutical area in West  Africa.  At
present,  the  Company does not have any confirmed representation
nor  has it formally engaged any representatives for West Africa.
The  Company's present plan does not contemplate proceeding  with
any business efforts in West Africa, unless and until it has firm
orders, secure sources of supply, at profits to the Company,  and
with  no  compensation to any third parties  without  receipt  of
sales  proceeds  to the Company. There can be no  assurance  that
this will occur.

Price  continues  to  be the critical factor  in  the  supply  of
generic   pharmaceuticals.   While   the   Company's   management
reasonably believed during 1997 and 1998 that with the  continued
efforts  and  contacts  of  its  then  representatives,  and  the
Company's sources of generic pharmaceuticals from India, that the
Company would generate continued and increasing orders and  sales
of such products, this was not the case.

The  Company's efforts did not achieve any fruition  during  1999
and  the Company is not actively communicating with any potential
new  representatives for West Africa who can assure  the  Company
that  successful  undertaking and completion of the  registration
and  approval  process  for  generic  pharmaceuticals  could   be
obtained.  There  can  be no assurance that the  Company's  prior
expectation of increased generic pharmaceutical sales, or  indeed
any pharmaceutical sales, will be realized from West Africa.

In  addition, the Company does not have the financial,  personnel
or  the  other resources of its competitors and expects  that  it
shall  continue  to  be a newcomer to the generic  pharmaceutical
industry for the export market. See "Management's Discussion  and
Analysis of Financial Condition and Results of Operations".

During  1998, the Company determined that an opportunity  existed
in  the  area  of telecommunications, with the view  to  possible
acquisitions and joint ventures. This was in part as a result  of
the  difficulty  the Company experienced in generating  revenues,
material   or   otherwise,  from  its   efforts   to   distribute
pharmaceutical   products  in  developing  countries.   See   the
discussion   below  with  regard  to  the  Company's   consulting
agreements.

Further,  during 1998, the Company was required  to  replace  its
West African representative, which replacement was made necessary
because  the  prior West African representative had very  limited
success  in  developing the pharmaceutical market for  which  the
Company  had devoted significant time and resources during  1996,
1997 and through mid-1998. The Company for a brief period engaged
through  ETLC new representatives for West Africa, but they  also
were  unable to successfully represent the Company in West Africa
and   generate  any  sales,  despite  the  shipment   of   sample
pharmaceutical  products, registration  materials  and  documents
translated  into  French through the offices of  ETLC  and  other
efforts described above.

The  Company  has  discussed  with  ETLC  the  potential  of  any
continued efforts to generate sales of pharmaceutical products in
West Africa as well as efforts to sell dengue fever test kits  in
Brazil. There can be no assurance that ETLC will in fact be  able
to  generate  sales  for the Company during 2000  or  thereafter,
based  upon the limited results from its prior efforts,  nor  can
there  be  any  assurance  that any agreement  could  be  reached
between  the Company and ETLC, at terms and conditions acceptable
to each.

                                Page 8

Discontinued Projects

During  the  last quarter of 1997, the Company and  ETLC  entered
into   a   venture   for  the  purpose  of  marketing   call-back
telecommunications  products and services  in  West  Africa  (the
"call-back  services"). The Company and ETLC commenced  marketing
the  call-back  service to international and  domestic  companies
doing  business  in  West Africa, as well as to  certain  foreign
embassies in Guinea and Mali. However, the Company together  with
ETLC,  determined  during  1998 that without  securing  dedicated
satellite  phone lines, the local public telephone and  telegraph
companies  ("PTT's") in these markets could effectively interrupt
the  ability  of  the  Company to successfully  market  call-back
services.  The resulting interruptions of call-back  services  to
customers  made collection of receivables difficult and  delayed.
Therefore, despite the fact that the Company was able to sign  up
as  customers  over  100  users for its call-back  services,  the
interruptions  to  such  services made further  pursuit  of  this
market  not economical. As a result of the foregoing, the Company
and  ETLC  agreed in November, 1998, to terminate  the  call-back
joint  venture  in  West Africa and the Company  canceled  ETLC's
rights  to  47  million Shares subject to common  stock  purchase
options. The Company believes that this was a reasonable basis to
end   the   call-back   joint   venture.   Notwithstanding   this
termination, the Company and ETLC are discussing the continuation
of  efforts  to  pursue  the registration  and  sale  of  generic
pharmaceutical products in West Africa. There can be no assurance
that  such efforts will result in sales, based upon the  lack  of
sales  during  1999.  ETLC is continuing  to  seek  one  or  more
representatives  for  the West African market,  through  whom  it
hopes  to  be  able  to penetrate this market, which  principally
involves  Ministries  of Health in each country,  rather  than  a
significant private sector market.


ITEM 2. DESCRIPTION OF PROPERTY
===============================

The  Company  presently leases approximately 600 square  feet  of
executive  office  space at 110 North Center Street,  Suite  202,
Hickory,  NC 28601, for $570 per month. Effective February  2000,
the  Company  renewed the lease for its executive offices,  at  a
monthly  rate  of  $605. The condition of  the  Company's  leased
facilities  in  Hickory, NC is excellent, and  will  satisfy  the
Company's requirements for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS
=========================

The  Company  had  a  cause  of action  against  Imaging  Systems
Synergies  Inc.  ("ISS") for damages, including recovery  of  the
$100,000 in interim capital advanced to ISS in connection with  a
planned  acquisition  that  was  not  completed.  The  board   of
directors  of the Company agreed unanimously not to  acquire  ISS
following its completion of due diligence. The Company's  action,
American  Diversified Group, Inc. v. Imaging  Systems  Synergies,
Inc.,  et  al., the 11th Judicial Circuit, Dade County,  Florida,
Case No. 97-001983AN. The Company proceeding against ISS went  to
mediation before the Florida Mediation Group, in Miami,  Florida,
which  awarded  the  Company $125,000, resulting  in  a  judgment
against ISS for such amount.

The Company generated no income from its involvement with ISS and
it presently pursuing efforts to collect this judgment. There can
be  no  assurance that such collection efforts will be  fully  or
partially successful.

                                Page 9

The  Company  is presently in a dispute with former  consultants,
Matthew  Milo and Joseph Quattrocchi, who resigned as consultants
to  the  Company prior to December 31, 1998. The Company,  during
the  third quarter of 1998, wrote off as "paid in full" loans  to
the  Company  of  $15,000 previously owed  to  Messrs.  Milo  and
Quattrocchi.  The  Company deemed such loans satisfied  based  in
part  on  the  consideration given in  the  consulting  agreement
discussed  herein. The Company has been informed informally  that
Messrs. Milo and Quattrocchi may intend to assert that such loans
remain  outstanding. The Company had entered  into  a  consulting
agreement  with Messrs. Milo and Quattrocchi, and  with  a  third
consultant  in  August 1998, which provided for the  issuance  of
Shares  and  the  grant of certain common stock purchase  options
over   the  two  and  one-half  year  term  of  their  consulting
agreement. The Company issued each of the consultants  3  million
Shares  in  August,  1998,  as partial  consideration  for  their
services  performed  and  to  be performed  under  the  long-term
consulting agreement. The Company has taken the position that  it
owes  no  further  compensation to Messrs. Milo  and  Quattrocchi
under  the  August,  1998 agreement, and has  further  taken  the
position  that  the loans from Messrs. Milo and Quattrocchi  have
been  satisfied, as a result of the consideration given to  these
consultants, the consultants' resignation, and their  failure  to
provide  services  required under the consulting  agreement.  The
agreement  provided for arbitration in the event of any  dispute.
As  of  the  date of this report, the Company cannot predict  the
outcome of any legal proceeding or arbitration, or whether, as  a
result of any such proceeding or arbitration, the Company will be
required  to  issue  and additional consideration  or  repay  any
loans.  However, the Company believes that there are  meritorious
defenses  to  any  action  that may be  commenced.  Further,  the
Company believes that it has suffered damages as a result to  the
breach  of  the  consulting  agreement  by  the  actions  of  the
consultants and may seek to recover Shares previously  issued  to
consultants in an amount that it has not yet been determined. The
Company  in  October  1999  settled  the  claims  of  the   third
consultant, Judith Grossman, who had also provided other services
to  the  Company from 1995 through the end of 1998,  individually
and  through entities she controlled, unrelated to the June  1998
consulting  agreement between the Company and  Messrs.  Milo  and
Quattrocchi.  Such  settlement provided for  the  issuance  of  3
million shares, including 2 million restricted shares under  Rule
144.  The  Company at present has no intention of  exploring  the
possibility  of the settlement of the dispute with  Messrs.  Milo
and Quattrocchi.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
===========================================================

No  matters  were submitted to a vote of security holders  during
the year ending 1999.

                               Page 10








                             PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================

The Company's common stock is traded over-the-counter in what  is
referred to as the "NASDAQ Bulletin Board". As of March 28, 2000,
there  were  15  markets  makers  in  the  Company's  stock.  The
following  information with respect to the high  and  low  market
prices  was obtained from the Company's records (which represents
prices  between broker-dealers and do not include retail mark-ups
or mark-downs or any commissions to dealers).
<TABLE>
<CAPTION>
<S>                            <C>                  <C>
                                      Bid Prices
        1997                   High                   Low
Quarter Ending March 31        $.187                 $.125
Quarter Ending June  30        $.030                 $.010
Quarter Ending Sept. 30        $.040                 $.010
Quarter Ending Dec.  31        $.040                 $.020

                                      Bid Prices
        1998                   High                   Low
Quarter Ending March 31        $.100                 $.020
Quarter Ending June  30        $.040                 $.025
Quarter Ending Sept. 30        $.030                 $.025
Quarter Ending Dec.  31        $.030                 $.015

                                      Bid Prices
        1999                   High                   Low
Quarter Ending March 31        $.030                 $.010
Quarter Ending June  30        $.040                 $.025
Quarter Ending Sept. 30        $.035                 $.017
Quarter Ending Dec.  31        $.060                 $.025

                                      Bid Prices
        2000                   High                   Low
Period Ending March  28        $.860                 $.040
</TABLE>

As  of  March  28, 2000 there were 1500 holders of the  Company's
common  stock,  and no holders of the Company's preferred  stock.
The  Company  has never paid a dividend and does  not  anticipate
that any dividends will be paid in the near future.

During  1997  and 1998, the Company offered and sold  in  a  unit
private placement discussed more fully below, units resulting  in
net  proceeds  to  the  Company of $173,500.  All  proceeds  were
received  in 1997. Each unit was priced at $.04 and consisted  of
one  Share  of common stock and one common stock purchase  option
exercisable  at $.08 per Share. The units were offered  and  sold
based  upon  an exemption from registration provided  in  Section
4(2) under the Act. The units were sold to private investors each
of  whom executed a subscription agreement with the Company.  The
Company  paid commissions of 10% in connection with the  sale  of
units.  The  Company has agreed to extend the options exercisable

                                Page 11

at  $.08 per Share which were issued to the private investors  in
the unit private placement to January 1, 2001. While there can be
no  assurance  that any of such options will be exercised,  based
upon  the  recent  trading range of the  Company's  Shares,  from
between  $.35  to  $.70,  and  certain  indications  of  interest
expressed  by  several  of  the private  investors,  the  Company
reasonably expects that options will be exercised. In  the  event
that  all of the options are exercised, the Company would receive
approximately $370,000 in option proceeds. Further, in the  event
that all of the warrants issued to Global in the above referenced
Agreement  are  exercised,  the  Company  will  receive   warrant
proceeds of $8 million.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
        =================================================

Results of Operations

The  Company during year ended December 31, 1999, had no revenues
from  any operations or business endeavors. Further, the  Company
received  only  limited revenues during 1997 and  1998,  and  the
Company continues to be a development stage company.
During  the  Company's year ended December 31, 1999, the  Company
incurred a net loss of $1,217,010 ($0.00 per Share) compared to a
net loss of of $1,736,543 ($0.01 per Share) for 1998. The Company
reported  no sales revenues for the year ended December 31,  1999
compared to sales revenues of $66,422 for the year ended December
31,  1998,  which were derived from limited pharmaceutical  sales
and telecommunications sales.

The  Company's net losses for the years ended December  31,  1999
and 1998 were principally the result of the no sales revenues and
limited  sales  revenues, respectively, as well as the  continued
expenses  associated with continuing to operate and maintain  its
offices  and expenses associated with being a reporting  company,
which   include   professional,  accounting  and   printing/EDGAR
preparation  and  filing fees, and non-cash  expenses  associated
with  the  issuance of shares to its executive officer, directors
and  consultants  for services to the Company  in  lieu  of  cash
compensation  during  these periods. Such  non-cash  compensation
expensed  during the year ended December 31, 1999 was  $1,048,910
compared to $1,577,573 during 1998.

In  order  for  the Company to pay its operating expenses  during
1999, including office rents, telephone expenses, accounting  and
bookkeeping   fees,   printing  and  EDGAR   preparation   costs,
publication costs, and other general and administrative expenses,
the Company was dependent upon the funds provided by non-interest
bearing  loans from the Company's executive officer and director.
During 1998 the Company also received loans from such persons  as
well  as  from consultant and from the private placement  of  its
securities  to  private  investors. No  funds  were  raised  from
private investors during 1999.

Following  its  agreement  with  Global  in  1998,  the   Company
anticipated  that  revenues would commence from its  relationship
with  Global  prior  to  the  end of 1998.  Notwithstanding  such
anticipation, Global did not receive any revenues during 1998 and
therefor  the  Company did not receive any revenues from  Global.
Global  started  to generate revenues from its telecommunications
and Internet telephony products and services in late 1999, but no
revenues were distributed, nor required to be distributed to  the
Company,  because no final share purchase agreement was completed
until  after the year ended December 31, 1999. Between late  1999
and  January  2000,  Global received $500,000  from  third  party
investors,  which has permitted Global to introduce  enhancements
to  its Internet telephony business services, as described  under
"Description of Business" above.

                                Page 12

The  Company  believes that it will begin to generate significant
revenues  from  Global  as  a result  of  the  execution  of  the
Agreement,  because  Global is in the process  of  expanding  its
services in South America, Europe and elsewhere. The Company  has
been  informed by Global that during the first quarter of  fiscal
2000, Global will generate revenues and receivables which will be
reported in the Form 10-QSB for the Company for the period  ended
March  31, 2000 and Global has projected to the Company  that  it
should generate significant additional revenues during 2000.  The
Company  together with Global expects to raise between $5 million
to  $10  million in financing for Global's working capital during
the  2000  fiscal year to fund the expansion of Global.  However,
there  can be no assurance that the terms and conditions of  such
financing,   if  available,  will  be  at  terms  and  conditions
acceptable to the Company and to Global.

During  1998, as a result of the continued interruption by  local
PTT's  in  West Africa, the Company ceased its efforts to  market
call-back  services. As a result, the Company canceled rights  of
ETLC  to options to purchase 47 million Shares. The Company  does
not  project any further revenues or business efforts  for  call-
back in West Africa.

While   the  Company  continued  to  pursue  orders  for  generic
pharmaceutical  products  from  West  Africa,  no  revenues  were
generated  from  such efforts during 1999. In  August  1998,  the
Company  was  informed  that ETLC had  terminated  its  principal
representative  and  since  that  dated,  the  Company  has  been
informed  that  ETLC  was seeking to utilize other  West  African
representatives to pursue purchase orders for pharmaceuticals  in
West Africa. There can be no assurance that the engagement of any
new  representatives  will result in the generation  of  purchase
orders and sales revenues from such efforts.

In  June  1999  the  Company was informed that  the  registration
process for approximately 30 pharmaceutical products commenced in
the  Republic of Mali, with samples, certificates of analysis and
other product registration documentation having been transmitted.
However,  to  date, the Company is not aware of any  progress  in
registering  the products and therefor there can be no  assurance
that registration will be completed in the foreseeable future.

Nevertheless,  the  Company  through ETLC  has  received  limited
requests for generic pharmaceutical products from both the public
and  private  sectors  in  West Africa,  and  has  recently  sent
additional  samples  and certificates of analysis,  sourced  from
pharmaceutical manufacturers in India, to Nigeria. The  Company's
previously   announced  anticipation  of   increased   sales   of
pharmaceutical in West Africa, however, have not been achieved to
date.

The  Company  during 1998 secured rights from a  manufacturer  in
India  to market and sell a Hepatitis B vaccine in Africa,  South
America,  Europe and Asia. Such rights were negotiated  with  the
assistance of Messrs. Milo and Quattrocchi, who agreed to  assist
the  Company  in furthering the Company's efforts for  to  market
such  product. However, with the resignation of such  consultants
and  their  failure  to coordinate the efforts  with  the  Indian
manufacturer, the Company received a notice from the manufacturer
that  it did elect to continue the relationship. The Company  may
elect  to  attempt  to  renegotiate a  new  agreement  with  this
manufacturer,  although there can be no assurance that  any  such
efforts  will be successful or, if successful, that  it  will  be
able to generate sales of such product in any market.

The  Company was informed by its representative for Brazil during
June 1999 that following the final stage of human testing and the
registration of the US manufactured dengue fever test  kit,  that
it  would  receive approval for the sale of the test kit  in  the
State  of Roraima, Brazil. In fact, Company projected orders  and
sales  from  other  States in Brazil with  the  approval  of  the
National  Health  Foundation, Brazil's  equivalent  of  the  FDA.
Nevertheless, the Company has not received any revenues from  any
sales  of dengue fever test kits in Brazil to date and there  can
be  no  assurance  if and when any sales will occur.  While,  the

                                Page 13

Company  has  been  informed that dengue  fever  is  becoming  an
increasingly more serious disease in Brazil (and elsewhere in the
world's  tropical  climates) the Company has  found  that  it  is
difficult   for  a  development  stage  company  to  successfully
compete.

The  ability to generate orders during 2000 and thereafter  shall
be  dependent, in part, on the Company's concluding an  extension
of its arrangement with ETLC, among other parties, of which there
can  be  no  assurance. Generic pharmaceuticals are an  extremely
cost  sensitive market, especially in developing countries  where
the  Company  is  seeking to do business. While the  Company  has
developed sources for generic pharmaceuticals and diagnostic test
kits  at  pricing that is within the budgets of these  developing
markets,  the Company during 1999 was not successful in  securing
registration  approvals for the sale of  such  products.  In  the
event that the Company does receive firm purchase orders for  any
such  products,  the Company does not believe  that  it  will  be
dependent upon any one source.

With  respect to dengue fever test kits, the Company only  has  a
relationship  with  one  US manufacturer, the  only  manufacturer
which  has  an  approved  and registered dengue  fever  test  kit
product in Brazil.

Liquidity and Capital Resources

The  Company, at  December 31, 1999, had current  assets  of  $13
compared to $3016 at December 31, 1998. To assist the Company  in
its  cash  flow  requirements, which are presently  estimated  at
$8,000  per  month, the Company during 1999, received $23,500  in
loans  from its executive officer and director and also  received
$57,000   from   the  exercise  of  options  by   directors   and
consultants. Since the year ended December 31, 1999, the  Company
received  an  additional $25,000 from the  exercise  of  options.
During 1998 the Company received loans from its executive officer
and director in the aggregate amount of $50,381. The units in the
private placement were priced at $.04 per unit (the price of  the
Company's  Shares on January 15, 1997, the date  of  the  private
placement  subscription agreement), each unit consisting  of  one
Share  and  one  common  stock  purchase  option  exercisable  to
purchase  an  additional Share at $.08. The Company has  extended
the  maturity date for the exercise options issued as part of the
unit private placement through January 1, 2001. However, to date,
none  of the options issued as part of the unit private placement
have  been exercised by private investors. While there can be  no
assurance  that  any  of the $.08 options will  be  exercised  by
private  investors, based upon the recent trading  range  of  the
Company's  Shares,  from  between  $.35  to  $.70,  and   certain
indications  of  interest expressed by  several  of  the  private
investors,  the Company reasonably expects that options  will  be
exercised.  In  the event that all of the options are  exercised,
the  Company  would  receive  approximately  $370,000  in  option
proceeds.  Further, in the event that all of the warrants  issued
to  the  shareholders of Global in the above referenced Agreement
are  exercised, the Company will receive warrant proceeds  of  $8
million.  The Company has agreed to register on Form  SB-2  among
other  securities  the  shares that have  been  issued  including
shares  underlying  options  in connection  with  employment  and
services   agreements  and  the  shares  together   with   shares
underlying  warrants issued and to be issued in  connection  with
the  Stock Purchase Agreement for the acquisition of Global,  and
securities issued pursuant to that Agreement.

The  Company, prior to the distribution of revenues from  Global,
if  and  when  such  distribution occurs, shall  continue  to  be
dependent   upon  the  willingness  of  the  Company's  executive
officers, directors and consultants to accept shares in  lieu  of
cash  compensation for continued services to the Company, as well
as  willingness  to  loan  the Company  cash  for  its  operating
expenses.  The  trading price of Shares of the  Company's  common
stock during the past thirty days has been primarily in the range
of  $.35  to  $.70. While the Company was successful  in  raising
$173,500  net of commissions in investment capital in  the  1997-
1998 unit private placement during 1997 and 1998, there can be no
assurance  that  the Company will be able to  continue  to  raise
private capital or receive funds from the exercise of options  at

                                Page 14

terms  and  conditions satisfactory to the Company.  The Company,
together with Global, is pursuing efforts to raise the $5 million
to  $10 million at terms satisfactory to the Company, as part  of
its agreement with Global and believes that it will be successful
in such efforts.

However,  at present, there can be no assurance that the  Company
and  Global  will be successful in negotiating such financing  at
terms satisfactory to the Company and Global.

Based upon the Company's present liquid resources and based  upon
its  present  monthly operating expenses of $8,000,  the  Company
will  be  able  to  operate for approximately  6  months,  if  no
revenues  are  generated  from  business  operations,  from   the
exercise of options, the exercise of warrants, additional private
placement funds or any other sources of funding.

However,  the  Company  firmly believes that  it  will  begin  to
generate  revenues during the remainder of 2000, as a  result  of
its  acquisition of Global and the management fees that it should
receive,  based  upon a management fee equal to  5%  of  Global's
revenues.  The  Company will continue to explore potential  joint
ventures  and acquisitions of firms, including Internet telephony
companies,  with  positive cash flow, in  order  to  develop  and
expand the Company's business and operations.

Year 2000

The  year  2000 issue results from certain computer  systems  and
software applications that use only two digits (rather than four)
to  define  the  applicable year. As a result, such  systems  and
applications may recognize a date of "00" as 1900 instead of  the
intended  year  2000, which could result in data  miscalculations
and  software  failures. The Company has conducted a  preliminary
assessment  of its key computer systems and software applications
and  believes they are Year 2000 compliant. The Company is in the
process  of  communicating  with  all  key  suppliers,  financial
institutions  and  customers  to  identify  and  coordinate   the
resolution of any Year 2000 issues that might arise. Based on the
initial assessment, the Company's believes the cost of addressing
the  Year  2000  issue should not have a material impact  on  the
Company financial position or results of operations.

Except   for  the  historical  information  herein,  the  matters
discussed   in   this  Annual  Report  includes   forward-looking
statements  that may involve a number of risks and uncertainties.
Actual   results  may  vary  based  upon  a  number  of  factors,
including,  but  not limited to, risks in product and  technology
development,  market  acceptance of new products  and  continuing
demand,  the impact of competitive products and pricing, changing
economic  conditions  and  other risk factors  contained  in  the
Company's   most  filings  with  the  Securities   and   Exchange
Commission.

                                Page 15

ITEM 7. FINANCIAL STATEMENTS
============================

The financial statements for the year ended December 31, 1999 are
attached hereto with comparative financial statements for 1998.

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.
======================================================================

None

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
====================================================================

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
(a) The directors and executive officers are:
<TABLE>
<S>                       <C>          <C>
Name                       Age          Title
Jerrold R. Hinton          56           President, Chief Executive
                                        Officer, and a Director
Thomas J. Craft, Jr., Esq. 34           Secretary, Corporate Counsel and
                                        a Director
</TABLE>

                                Page 15

All  directors  hold  office until the  next  annual  meeting  of
stockholders of the Company and until their successors have  been
elected  and  shall qualify. Officers serve at the discretion  of
the  Board of Directors, but the Company contemplates that it may
elect during the current year to enter into employment agreements
with certain of its executive officer and director, the terms  of
which  have not been determined as of the date of this Report  on
Form   10-KSB.  In  addition,  as  part  of  the  stock  purchase
agreement, Global will enter into employment agreements with  its
executive  officers,  the  terms of  which  are  presently  being
negotiated.

Jerrold  R.  Hinton  has  served as  President,  Chief  Executive
Officer  and  a Director of the Company from March  1995  to  the
present  in  a  full time capacity, following the change  of  the
Company's operations from that of Tera West Ventures to  that  of
the  Company. Dr. Hinton, a graduate of Florida State University,
holds  bachelors,  masters and doctorate degrees  in  management,
engineering, surveying, real estate and construction.  From  1992
to  early  1995,  prior  to  joining Registrant  in  his  present
capacity  Dr.  Hinton served as an officer of United  Biomedical,
Inc.  (UBI),  a private company. Dr. Hinton was not a shareholder
of UBI.

Thomas  J. Craft, Jr., Esq., is an attorney practicing law  under
the  laws  of the State of Florida. Mr. Craft has been Secretary,
Corporate  Counsel  and a Director of the  Company  since  March,
1996.  From  July  1994 to December, 1997,  Mr.  Craft  was  also
Counsel,  Secretary  and  a  Director  of  Phoenix  International
Industries, Inc., a development stage public company  located  in
West  Palm  Beach, FL. During the past five years, prior  to  his
present positions with the Company, Mr. Craft was engaged in  the
private  practice  of law in West Palm Beach,  FL.  In  addition,
prior  to joining the Company, Mr. Craft served as an Intern  for
United States Senator, Bob Graham, Florida.

(B) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a)  of the Securities Exchange Act of  1934  requires
that  the Company's officers and directors, and persons  who  own
more  that  ten  percent of a registered class of  the  Company's
equity  securities, to file reports of ownership and  changes  in
ownership  with the Securities and Exchange Commission  and  with
any  exchange  on  which  the Company's  securities  are  traded.
Officers,  directors and persons owning more than ten percent  of
such  securities  are required by Commission regulation  to  file
with  the Commission and furnish the Company with copies  of  all
reports  required under Section 16(a) of the Exchange Act.  Based
solely  upon  its  review of the copies of such reports  received
from   officers,   directors  and  greater   than   ten   percent
shareholders, the Company reports the following failures to  file
reports under Section 16(a) of the Exchange Act:

Name of Filer                    Report Not Filed
Jerrold R. Hinton                Forms 4 and 5
Thomas J. Craft, Jr.             Forms 4 and 5



                                Page 16


ITEM 10. EXECUTIVE COMPENSATION
===============================

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                               Long Term Compensation
                                                  Awards                     Payouts
<S>            <C>  <C>   <C>       <C>          <C>          <C>             <C>        <C>
     (a)       (b)  (c)   (d)       (e)          (f)          (g)             (h)        (i)
  Name and     Year Salary Bonus($) Other Annual  Restricted  Securities       LTIP       All other
  Principal                         Compensation  Stock       Underlaying      Payouts    compensatio($)
  Position                          ($)           Awards(s)#  Options/SAR's($) ($)
--------------------------------------------------------------------------------------------------------
Jerrold        1999   (a)    (1)        -           -            -              -          -
Hinton,
President, CEO
Jerrold        1998   (a)    (2)        -           -            -              -          -
Hinton,
President, CEO
Jerrold Hinton 1997   (a)    (3)        -           -            -              -          -
President, CEO

Thomas J.      1999    -     (4)        -           -            -              -          -
Craft, Jr.
Secretary,
Director
Thomas J.      1998    -     (5)        -           -            -              -          -
Craft, Jr.
Secretary,
Director
Thomas J.      1997    -     (6)        -           -            -              -          -
Craft, Jr.
Secretary,
Director
</TABLE>
___________________________
(a) Mr. Hinton entered into an employment agreement with the
Company for a period of three years, commencing October 1996,
which provided for annual compensation of $100,000, which
agreement was extended. Such salary was accrued but unpaid.
Subsequent to the end of the year ended December 31, 1999, Mr.
Hinton entered into an agreement to waive the accrued but unpaid
salary through December 31, 1999 in consideration for the
issuance of shares. See the discussion below.

(See Notes on following page)

(Note applies to table n prior page)
Mr.  Hinton  has served as the Company's chief executive  officer
and  president during the respective years set forth  above.  Mr.
Craft  served as the Company's Secretary, director and as counsel
to  the  Company.  Messrs. Hinton and Craft  were  issued  Shares
including  Shares  in registration statements  on  Form  S-8  and
Shares  with a restrictive legend during the past three years  in
consideration for continued services to the Company. In addition,
Shares   were  issued  to  Higher  Ground,  Inc.,  a  corporation
controlled  by Mr. Hinton, as set forth below. See the  Notes  to
Financial  Statements and the discussion below,  including  Notes
(1) through (6).

The  Company  has not had sufficient funds to pay  its  executive
officers or directors during 1999 or any prior year. To date, the
Company  has  not  commenced payment of any  cash  salaries.  The
Company  in  October,  1996,  entered  into  a  three  (3)   year
employment  agreement with Mr. Jerrold R. Hinton, who  agreed  to
serve  the Company in a full time capacity of President and Chief
Executive Officer, as well as a director of the Company.

                                Page 17

(a)The  employment  agreement provided for  the  payment  to  Mr.
Hinton  of $100,000 per annum, commencing October 1, 1996,  which
salary had been accrued but unpaid since the commencement of such
agreement. The Company, during 1999, 1998 and 1997, issued to Mr.
Hinton, its president and chief executive officer, and to  Higher
Ground,  Inc.,  a  corporation  controlled  by  Mr.  Hinton,   an
aggregate  of 9.75 million Shares in 1999, 11 million  Shares  in
1998  and 18.5 million Shares in 1997, respectively. Such  Shares
were  valued, based upon the price of the Shares on the dates  of
issuance during each such year, as follows: (1) $152,000 in 1999;
(2) $194,000 in 1998; and (3) $722,000 in 1997, respectively. The
Company  also issued to Thomas J. Craft, Jr., Esq., the Company's
corporate  secretary, securities counsel and  a  director,  14.75
million  Shares  in  1999, 17 million Shares  in  1998  and  16.5
million  Shares in 1997. Such Shares were valued, based upon  the
price  of  the Shares on the dates of issuance during  each  such
year, as follows: (4) $276,000 in 1999; (5) $302,000 in 1998; and
(6)  $577,000  in  1997,  respectively. The  Share  consideration
issued  to  Mr.  Craft also included certain  compensation  to  a
consultant to Mr. Craft. Subsequent to the end of the fiscal year
ended  December 31, 1999, the Company agreed with  its  executive
officer, Jerrold R. Hinton, and with Higher Ground, a corporation
controlled by Mr. Hinton, to the cancellation of loans payable in
the  aggregate  amount  of  $129,421, in  consideration  for  the
issuance  to  Mr. Hinton of 8.42 million shares with  restrictive
legend  and  agreed with Mr. Craft to the cancellation  of  loans
payable  in  the  amount  of  $39,000 in  consideration  for  the
issuance  to  Mr.  Craft  of  6.5 million  shares.  In  addition,
subsequent to the year end, in March 2000, the Company granted to
Messrs.  Hinton  and Craft options to purchase 6  million  Shares
each, at an exercise price of $.08 per Share. The option exercise
price  was  determined based upon the warrant exercise  price  in
connection with the warrants being issued to Global in the  Share
Purchase  Agreement, and is identical to the  options  underlying
the  units  issued  in the unit private placement.  These  option
granted to Messrs. Hinton and Craft do not vest until on or after
October  2000. The board of directors of the Company in  granting
the  options to Messrs. Hinton and Craft considered the  benefits
to the Company and its shareholders from their continued services
to  the  Company  and  the  reflection of  the  increased  market
capitalization during their stewardship.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT.
============================================================

As  of  March  28, 2000, the security ownership of the  following
persons and entities, who were either executive officers  of  the
Company  or  were  known to the Company to  own  more  than  five
percent  (5%) of the Company's outstanding voting securities  was
as follows:
<TABLE>
<CAPTION>
<S>          <C>                      <C>                      <C>
Title of     Name and Address of      Amount and Nature         Percent % of
Class        Beneficial Owner         of Beneficial Ownership   Class (1)
----------------------------------------------------------------------------
Common Stock Jerrold R. Hinton, 110   27,230,920                9.0%
             N. Center  St. Suite
             202, Hickory, NC 28601
Common Stock Thomas J. Craft, Jr.     5,000,000                 1.6%
             301 Clematis Street
             Suite 300, West Palm
             Beach, FL 33401
</TABLE>

(1) Based upon 303,870,560 Shares issued and outstanding at March
28, 2000. The Shares owned beneficially by Jerrold R. Hinton also
include  Shares issued to Higher Ground, a corporation controlled
by  Mr.  Hinton, which may be deemed beneficially  owned  by  Mr.
Hinton. The foregoing table does not reflect options which do not
vest until October 2000.

                                Page 18

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
========================================================

During  1999  and 1998, the Company had no business  transactions
with  related  parties other than a consulting relationship  with
Higher  Ground, Inc., which entity is controlled  by  Jerrold  R.
Hinton, the Company's president and chief executive. During  1999
and  1998, the Company issued to Higher Ground for its consulting
services  and in connection with matters unrelated to the  duties
of Jerrold R. Hinton under his employment agreement, 9.75 million
Shares  and 6.5 million Shares, respectively, having an value  of
$152,000  and $120,000, respectively, based upon the  average  of
the  bid  and asked price of the Shares on the dates of issuance.
In  addition, subsequent to the year ended December 31, 1999, the
Company  agreed to the cancellation of notes payable  to  Messrs.
Hinton and Higher Ground in the aggregate amount of $129,421,  in
consideration for the issuance of 8.42 million Shares with legend
to  Mr.  Hinton, and agreed to the cancellation of a note payable
to  Mr.  Craft in the amount of $39,000 in consideration for  the
issuance  of 6.5 million Shares, with legend. See the  discussion
under  Items 10 and 11 above with respect to the grant of options
to Messrs. Hinton and Craft.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
==========================================

Exhibit No. Document Description

3.1        Articles of Incorporation (filed as
           Exhibits 3.1, 3.2 and 3.3 to the Company's
           Registration Statement on Form 10-SB and
           incorporated herein by reference)
3.2        Bylaws (filed as Exhibit 3.4 to the
           Company's Registration Statement on Form
           10-SB and incorporated herein by reference)
10(iii)    Material   Contracts-Consulting  Agreements
           and Employment   Agreement   (filed    as
           Exhibits  to  Registration  Statements   on
           Form   S-8  and  post-effective  amendments
           thereto and incorporated herein by reference)
10(iv)     Share Purchase Agreement between the
           Company and Global Transmedia
           Communications Corporation
23         Consent of Dohan and Company, CPA's
27         Financial Data Schedule

(b) During 1999 the Company did not file any Reports on Form  8-K.





                                Page 19


                               SIGNATURES

In accordance with Section 12 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

AMERICAN DIVERSIFIED GROUP, INC.

By: /s/ Jerrold R. Hinton
Jerrold Hinton, President, Chief Executive Officer and Director

Dated: March 30, 2000

In accordance with the Exchange Act, this report has been signed
below by the following person on behalf of the Registrant and in
the capacities and on the dates indicated.

/s/ Thomas J. Craft, Jr.
Thomas J. Craft Jr., Secretary and Director









                                Page 20



                AMERICAN DIVERSIFIED GROUP, INC.
               FORMERLY TERA WEST VENTURES, INC.
                 (A DEVELOPMENT STAGE COMPANY)
                      FINANCIAL STATEMENTS
                       DECEMBER 31, 1998
CONTENTS
                                                            PAGE
INDEPENDENT AUDITOR'S REPORT                                 F-2
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets                                               F-3
Statements of Loss and Accumulated Deficit during the        F-4
Development Stage
Statements of Cash Flows                                     F-5
Statements of Deficiency in Assets                           F-6
Notes to Financial Statements                             F-7 - F-16


Dohan and Company                7700 North Kendall Drive, #204
Certified Public Accountants     Miami, Florida 33156-7564
A Professional Association
Telephone: (305) 274-1366        Facsimile: (305) 274-1368

                   INDEPENDENT AUDITOR'S REPORT
                   ----------------------------
Board of Directors
American Diversified Group, Inc.
(A Development Stage Company)
Hickory, North Carolina
We  have  audited  the  accompanying balance  sheets of  American
Diversified  Group,  Inc. (A Development  Stage  Company)  as  of
December  31, 1999 and 1998, and the related statements  of  loss
and accumulated deficit during the development stage, cash flows,
and  deficiency  in  assets  for  the  years  then  ended.  These
financial  statements  are the responsibility  of  the  Company's
management. Our responsibility is to express an opinion on  these
financial statements based on our audit.

We  conducted our  audits in accordance with  generally  accepted
auditing  standards. Those standards require  that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial  statements are free of material misstatement.  An
audit  includes  examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of American Diversified Group, Inc. (A Development Stage Company)
at December 31, 1999 and 1998, and the results of its operations,
and its cash flows and its deficiency in assets for the years
then ended, in conformity with generally accepted accounting
principles.

As  discussed in Note 7 to the financial statements, the  Company
has  been notified that certain consultants are filing a  lawsuit
alleging breach of a consulting agreement, non-circumvention  and
non-disclosure agreement, and default on a promissory note in the
amount of $15,000, which the Company has written-off. The Company
believes that the agreement provided for arbitration in the event
of  any  dispute. The Company further believes that  it  owes  no
additional  compensation  to  the  consultants,  and   that   the
promissory  note  has  been  satisfied,  as  a  result   of   the
consideration   given  to  the  consultants,   the   consultants'
resignation and their failure to provide services required  under
the  consulting  agreement. The outcome of  this  dispute  cannot
presently be determined, but Management is of the opinion that it
will  not  have  a  material impact on  the  Company's  financial
position.  Accordingly, no provision for any liability  that  may
result  has  been made in the financial statements. Nevertheless,
due to uncertainties with this dispute, it is at least reasonably
possible that Management's view of the outcome will change in the
near  term as the result of preparation for preliminary hearings,
discovery  proceedings and arbitration as well as  evaluation  of
potential counterclaims.
The accompanying financial statements have been prepared assuming
that  the  Company will continue as a going concern. As discussed
in  Note 11 to the financial statements, the Company has suffered
recurring  losses from operations and other transactions,  has  a
working  capital deficiency and has a deficiency in  assets  that
raise  substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are  also
described in Note 11. The financial statements do not include any
adjustments   that  might  result  from  the  outcome   of   this
uncertainty.

                                /s/ Dohan and Company, PA
                                    Certified Public Accountants
March 28, 2000
Miami, Florida
Member:
Florida Institute of Certified Public Accountants
American Institute of Certified Public Accounts Private Companies
and SEC Practice Sections
SC International Offices in Principal Cities World-Wide

                                F-2


                  AMERICAN DIVERSIFIED GROUP, INC.
                   (A Development Stage Company)
                         BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                         <C>       <C>
December 31,                                     1999       1998

 ASSETS

 CURRENT ASSETS
  Cash                                           $ 13       $ 30
  Refundable taxes                                  -      2,986
                                                 ----      -----
    TOTAL CURRENT ASSETS                           13      3,016
                                                 ----      -----

 PROPERTY AND EQUIPMENT, NET (NOTE 2)           8,757      8,753

 OTHER ASSETS
  Deposits                                        570        570
  Contractual advances to acquire common      312,350    222,350
   stock (Note 3)
  Miscellaneous receivable (less $125,000           -          -
   allowance for uncollectibility) (Note 3)
                                              -------    -------
    TOTAL OTHER ASSETS                        312,920    222,920
                                              -------    -------
 TOTAL ASSETS                                $321,690   $234,689
                                             ========    =======
</TABLE>
<TABLE>
<CAPTION>
<S>                                         <C>         <C>
 LIABILITIES AND DEFICIENCY IN ASSETS

 LIABILITIES
  Accounts payable                           $ 10,298    $15,174
  Accrued expenses and other liabilities      308,000    236,523
   (Note 4)
  Notes payable - stockholders (Note 6)       243,421    215,671
                                              -------    -------
    TOTAL CURRENT LIABILITIES                 561,719    467,368
                                              -------    -------
 COMMITMENTS AND CONTINGENCIES (NOTE 7)

 DEFICIENCY IN ASSETS (NOTE 9 AND 10)
  Preferred stock, Series A, $10 par value,
   50,000 shares authorized;
   none issued and outstanding
   Common stock, $.001 par value, 350,000,000
   shares authorized,
   278,887,560 and 230,762,560
   shares issued and outstanding.             278,887    230,762
  Additional paid-in capital               18,992,994 18,224,619
  Deferred consulting fees (Note 5)                 -   (397,160)
  Deficit accumulated prior to the
   development stage                       (8,811,789)(8,811,798)
  Deficit accumulated during the
   development stage                      (10,696,121)(9,479,111)
                                          ----------- -----------
    TOTAL DEFICIENCY IN ASSETS               (240,029)  (232,679)
                                             --------   ---------
 TOTAL LIABILITIES AND DEFICIENCY IN ASSETS  $321,690   $234,689
                                             ========   ========
</TABLE>
See accompanying notes.

                                F-3


                  AMERICAN DIVERSIFIED GROUP, INC.
                   (A Development Stage Company)
                 STATEMENTS OF LOSS AND ACCUMULATED
                DEFICIT DURING THE EVELOPMENT STAGE

<TABLE>
<CAPTION>
<S>                             <C>        <C>       <C>
                                                       Cumulative
                                                       During the
                                  For the    For the   Stage
                                  Year       Year      January 1,
                                  Ended      Ended     1996 to
                                  December   December  December
                                  31, 1999   31, 1998  31, 1999

 REVENUES
  Sales                                 $ -  $ 66,422   $ 137,191
  Cost of sales                           -    57,230     125,163
                                        ---  --------   ---------
    GROSS MARGIN                          -     9,192      12,028
                                        ---  --------   ---------
 EXPENSES
  Consulting fees                 1,048,910 1,577,573   9,741,725
  Officer's salary                   75,000   100,000     300,000
  Professional fees                  37,534    24,911     179,384
  Reimbursed consultants'                 -         -     127,974
   expenses
  Telephone                           9,765    13,588      64,053
  Other operating expenses           45,801    37,465     252,230
                                     ------    ------     -------
    TOTAL EXPENSES                1,217,010 1,753,537  10,665,366
                                  --------- ---------  ----------
 LOSS FROM DEVELOPMENT
  STAGE ACTIVITIES               (1,219,010)(1,744,345)(10,653,338)
                                 ---------------------------------
 OTHER INCOME (EXPENSE)
  Forgiveness of indebtedness             -         -      50,000
  Gain on settlements                     -         -       4,795
  Loss on abandonment of                  -         -    (107,380)
   acquisitions
  Other income                            -     7,802       7,802
                                        ---     -----     -------
    NET OTHER INCOME (EXPENSE)            -     7,802     (44,783)
                                        ---     -----     -------
  LOSS BEFORE INCOME TAXES      $(1,219,010)$(1,736,543)$(10,696,121)
                                ---------------------------------------

  INCOME TAX                              -         -           -

  NET LOSS                      $(1,219,010)$(1,736,543)$(10,696,121)
                                =======================================
WEIGHTED AVERAGE NUMBER OF      256,779,299  212,320,916   131,477,579
COMMON SHARES  OUTSTANDING      ===========  ===========   ===========
(PRIMARY AND FULLY DILUTED)

 BASIC NET LOSS PER SHARE           $(0.00)   $(0.01)      (0.08)
(PRIMARY AND FULLY DILUTED)         =======   =======      ======
</TABLE>
 See accompanying notes.

                                F-4

                AMERICAN DIVERSIFIED GROUP, INC.
                 (A Development Stage Company)
                  STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S>                                         <C>           <C>            <C>
                                                                         Cumulative
                                                                         During the
                                            For the       For the        Development Stage
                                            Year Ended    Year Ended     January 1,                          1996 to
                                            December 31,  December 31,   December 31,
                                            1999          1998           1998

 CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                  $(1,219,010)  (1,736,543)    (10,698,121)
  Adjustments to reconcile net loss to net
      cash used by operating activities:
  Depreciation                                    3,157        7,076          21,039
  Amortization of deferred consulting fees      397,160      969,116       5,257,500
  Loss on abandoned acquisitions                   -            -            107,380
  Forgiveness of indebtedness                      -            -            (50,000)
 Common stock exchanged for services            669,750      608,457       4,531,707
 (Increase) decrease in assets:
 Accounts receivable                               -          48,391            -
 Inventory                                         -           5,000           5,000
 Other current assets                             2,986         -              2,986
 Increase (decrease) in liabilities:
 Accounts payable                                (4,876)     (37,921)        (42,797)
 Accrued liabilities                             71,477      105,004         343,268
                                                -------      -------         -------
   NET CASH USED BY DEVELOPMENT STAGE
   OPERATING ACTIVITIES                         (77,356)     (31,420)       (522,038)
                                                --------     --------       ---------
 CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of property and equipment          (3,161)        -            (12,845)
  Payments for possible acquisitions               -            -           (107,380)
  Deposits                                         -            -               (570)
                                                --------     --------       ---------
    NET CASH USED BY INVESTING ACTIVITIES        (3,161)        -           (120,795)
                                                --------     --------       ---------
 CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                           57,000         -            392,500
  Proceeds from notes payable to officer         18,000       50,381         298,902
  Payments on notes payable to officer          (11,500)        -            (11,500)
  Proceeds from notes payable
   from shareholders                            (17,000)        -            (17,000)
  Payments on notes payable to
   potential investee                              -         (15,000)        (40,000)
  Payments on loans reveivable to
   potential investee                              -         (15,000)        (15,000)
                                                 -------      -------        --------
    NET CASH PROVIDED BY FINANCING ACTIVITIES    80,500       20,381         641,902
                                                 -------      -------        --------
NET (DECREASE) INCREASE IN CASH AND                 (17)     (11,039)           (931)
EQUIVALENTS                                         ----      ------         --------

CASH AND EQUIVALENTS - BEGINNING                     30       11,069             944
                                                    ---       ------         --------
 CASH AND EQUIVALENTS - ENDING                     $ 13         $ 30            $ 13
                                                   ====       ======         =======
 SUPPLEMENTAL DISCLOSURES
 Cash paid during the year for:
   Interest                                         $ -          $ -             $ -
                                                   ====          ===             ===
   Income taxes                                     $ -          $ -             $ -
                                                   ====          ===             ===
 Cash and common stock given by
 shareholders to potential
 investee on behalf of the Company             $ 20,000    $ 167,358       $ 187,358
 in exchange for debt

 In addition to amounts reflected above,
 common stock was issued for:
 Contractual advances to acquire common        $ 70,000     $ 40,000       $ 110,000
  stock
 Settlement of debt                            $ 15,750      $ 7,000       $  22,750
 Consulting services                          $ 671,750  $ 1,396,400      $9,333,150
</TABLE>
 See accompanying notes.

                          AMERICAN DIVERSIFIED GROUP, INC.
                           (A Development Stage Company)
                        STATEMENTS OF DEFICIENCY IN ASSETS
<TABLE>
<CAPTION>
<S>                      <C>          <C>       <C>      <C>            <C>          <C>             <C>           <C>
                                                                                      Accumulated     Accumulated
                                                          Stock                       Deficit         Deficit
                                                Add.      Subscription   Deferred     Prior to        During the    Total
                          Common Stock          Paid-in   Paid           Consulting   the Develop-    Development   Deficiency
Description               Shares       Amount   Capital   in Advance     Fees         ment Stage      Stage         In Assets
-------------------------------------------------------------------------------------------------------------------------------
Balance, January 1, 1996  42,642,560   $42,642  9,408,839     -          $(630,000)   $(8,811,789)        -            9,692

Issued shares for         26,550,000    26,550  3,936,950     -         (3,034,500)          -            -          929,000
services
Amortization of                 -         -          -        -          3,056,750           -            -        3,056,750
deferred consulting fees
Shares issued for          2,000,000     2,000     (2,000)    -               -              -            -             -
possible acqusation
Shares cancelled per      (8,530,000)   (8,530)     8,530     -               -              -            -             -
settlement
Shares issued for cash       900,000       900    161,100     -               -              -            -          162,000
Net loss for the year 1996      -         -          -        -               -              -      (4,332,255)   (4,332,255)
----------------------------------------------------------------------------------------------------------------------------
Balance, Dec.31, 1996     63,562,560    63,562 13,513,419     -           (607,750)    (8,811,789)  (4,332,255)     (174,813)

Shares issued for         91,000,000    91,000  3,216,500     -           (985,000)          -            -        2,322,500
services
Amortization of                 -         -          -        -            834,474           -            -          834,474
deferred consulting fees
Shares issued for          3,250,000     3,250    118,750     -               -              -            -          122,000
possible acquisations
Stock subscription
paid in advance                 -         -          -      51,500            -              -            -           51,500
Net loss for the year 1997      -         -          -        -               -              -      (3,410,313)   (3,410,313)
-------------------------------------------------------------------------------------------------------------------------------
Balance, Dec. 31, 1997  $157,812,560   157,812 16,848,66    51,500        (758,276)    (8,811,789   (7,742,568)     (254,652)

Shares issued for         72,700,000    72,700  1,317,700     -           (608,000)          -            -       782,400
services
Amortization of                 -         -          -        -            969,116           -            -       969,116
deferred consulting fees
Shares issued for            700,000       700      6,300     -               -              -            -         7,000
extinguishment of debt
Shares issued for cash     1,550,000     1,550     60,450  (62,000)           -              -            -          -
Stock subscription
receivable charged off          -         -       (10,500)  10,500            -              -            -          -
Shares returned and       (2,000,000)   (2,000)     2,000     -               -              -            -          -
Net loss for the                -         -          -        -               -              -      (1,736,543)(1,736,543)
year 1998
---------------------------------------------------------------------------------------------------------------------------
Balance, Dec. 31, 1998   230,762,560  $230,762 18,224,619     -           (397,160)    (8,811,789)  (9,479,111)  (232,679)

Shares issued for         38,279,748    38,828    633,470     -               -              -            -       671,750
services
Amortization of                 -         -          -        -             397,160           -            -      397,160
deferred consulting fees
Shares issued for            796,785       797     14,953     -               -              -            -        15,750
extinguishment of debt
Shares issued for cash     3,048,377     3,048     53,952     -               -              -            -        57,000
Shares issued to
potential investee         4,000,000     4,000     66,000     -               -              -            -        70,000
issued and unpaid
Net loss for the                -         -          -        -               -              -      (1,219,010)(1,219,010)
year 1999
----------------------------------------------------------------------------------------------------------------------------
Balance, December        276,887,470  $276,887 $18,992,994   $-              $-       $(8,811,789)$(10,698,121) $(240,029)
===========================================================================================================================
</TABLE>
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Organization and Capitalization
American    Diversified   Group,   Inc.   (Company)   was   organized    January
16,   1979,   under   the   laws  of  the  State  of  Nevada. On   March 6,
1998, the authorized shares were increased to 300,000,000 shares and on March
10, 1998, the authorized shares were increased to 350,000,000 shares.

Nature of Operations

During    1996,    the   Company   became   a   development    stage    company.
During   1997   and   1998,   the  Company  generated  initial,   but   limited,
sales    and   receivables   from   the   shipment   of   orders   for   generic
pharmaceuticals    and    the    sale   of   telecommunication    services    to
customers   in   West   Africa, however no revenues  were generated from  such
efforts   during   1999.   During  1999,  the  Company   has   pursued   efforts
the completion of its intended   acquisition    of    a    telecommunications
company   engaged   in   the   business  of   Internet   telephony   and   Voice
Over    Internet   Protocol   (VOIP). In   addition,   the  Company is presently
engaged in raising capital, marketing,    sourcing    products and    the sale
of   generic   pharmaceuticals   and   medical   diagnostic test   kits.
During   1999,   the   Company  discontinued   its   efforts   in connection
with   telecommunications   products   and  services  in  West Africa. In
1998 and  1997, pharmaceutical products represented 81% and telecommunication
services 19% of sales.

Cash and Cash Equivalents
The   Company   considers   all  highly  liquid   debt   instruments   with   an
original   maturity  of  three  months  or  less  at  the   date   of   purchase
to be cash equivalents.

Property and Equipment
Property     and    equipment    consists   of office furniture and equipment,
which are stated at cost. Depreciation   is based   on the estimated   useful
lives  of  the  assets,   using   the   straight-line method.   Expenditures
for   maintenance   and   repairs   are   charged    to expense as incurred.
Major improvements are capitalized.

Income Taxes
Income   taxes   are   computed   under  the   provisions   of   the   Financial
Accounting   Standards   Board   (FASB)   Statement   109   No.   (SFAS    109),
Accounting   for   Income   Taxes.  SFAS  109  is   an   asset   and   liability
approach   that   requires   the  recognition  of  deferred   tax   assets   and
liabilities    for    the    expected   future   tax   consequences    of    the
difference   in   events   that   have  been   recognized   in   the   Company's
financial statements compared to the tax returns.

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Advertising costs

Advertising    costs    are    charged   to    operations    in    the    period
incurred.

Deferred Consulting Fees

The   Company issued  shares  of  its  common   stock   to   consultants for
services   rendered   and, in 1998, for services to  be  rendered.   The   fair
market   value of   the   shares   issued   for  future  services  is  recorded
as   deferred consulting    fees    and    is    shown   as   a    separate
component    of stockholders'   equity in 1998.   The   deferred   fees were
amortized   to   expense on a straight-line    basis   over   the   term
of    the    respective consulting agreements.

Fair Value of Financial Instruments

Financial     instruments,     including     cash,     receivables,     accounts
payable,    and    notes    payable    are    carried    at    amounts     which
reasonably    approximate   their   fair   value   due   to    the    short-term
nature   of   these   amounts   or   due   to   variable   rates   of   interest
which are consistent with market rates.

Concentrations of Credit Risk and Economic Dependence

The    Company    entered   into   an   initial   consulting   agreement    with
Emerging   Trends   Linkages   Corp.  (ETLC)   in   February   1996,   for   the
purpose   of   seeking   purchase  orders  for   the   distribution   and   sale
of   a   variety   of   generic  medical/pharmaceutical   products.   ETLC   was
the   primary   distribution   source   of   the   Company   resulting   in   an
economic    dependence   during 1998,   but    ETLC    did    not account for
any business for the Company during 1999 .

During   1999, the Company determined  it would  devote its  efforts  toward its
telecommunications    venture   with   Global Transmedia Communications
Corporation (Global).  (See Note    3,    Acquisitions and   Advances,   and
Note   12,  Subsequent  Events).
The   Company considers itsself dependent  upon  the  efforts   and   success
of this venture.

Use of Estimates

The   process   of   preparing   financial   statements   in   conformity   with
generally    accepted    accounting   principles    requires    the    use    of
estimates    and    assumptions   regarding    certain    types    of    assets,
liabilities,    revenues    and    expenses.    Such    estimates     primarily
relate   to   unsettled  transactions  and  events  as  of  the  date   of   the
financial      statements.     Accordingly,     upon     settlement,      actual
results may differ from estimated amounts.

Basic Net Loss Per Common Share

Basic   net   loss   per  common  share  has  been  computed  based   upon   the
weighted    average    number   of   shares   of   common   stock    outstanding
during   each   period.   The   basic  net  loss   is   computed   by   dividing
the   net   loss   by   the   average  number  of  common   shares   outstanding
during   each   period.   Available  stock  options   at   December   31,   1999
and    1998,   were    anti-dilutive   and   not   considered    common    stock
equivalents for purposes of computing loss per common share.

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Impairment of Long-Lived Assets

During   fiscal   1997,   the   Company   adopted   FASB   Statement   No.   121
(SFAS  121),   "Accounting   for   the   Impairment    of    Long-Lived
Assets   and   for  Long-Lived  Assets  to  Be  Disposed  Of".  SFAS   121
requires   that   impairment   losses   are   to   be   recorded   when    long-
lived   assets   to   be   held   and   used   are   reviewed   for   impairment
whenever    events   or   changes   in   circumstances   indicate    that    the
related    carrying   amount   may   not   be   recoverable.   When    required,
impairment   losses   on   assets   to  be  held   and   used   are   recognized
based   on   the   fair   value   of  the  asset.  Long-lived   assets   to   be
disposed   of,   if   any,  are  reported  at  the  lower  of  carrying   amount
or   fair   value   less   cost   to  sell.  There have been no material
adjustments for impaiments of long-lived assets.

NOTE 2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:
<TABLE>
<S>                             <C>            <C>
                                   1999           1998
Office furniture and            $17,379        $14,218
equipment
Accumulated Depreciation        (8,622)        (5,465)
                                -------        -------
Property   and  equipment,
net book value                   $8,757         $8,753
                                =======        =======
</TABLE>
Total depreciation expense for the years ended December 31,  1999
and 1998, amounted to $3,157 and $7,076, respectively.

NOTE 3. ACQUISITIONS AND ADVANCES

Contractual Advances to Acquire Common Stock

In  March  1998, the Company entered into a letter of intent  for
the  purchase  of  stock  with Global, formerly Telephonetics
Overseas  Corporation of  Miami,  Florida.  The letter of intent
was  modified  by  an interim agreement dated August 26, 1998.
Prior to this agreement, Global's  activities primarily involved
the business of providing quality  telecommunications hardware
and audio content  for  "on-hold"  and  web  site messaging and
advertising for corporations, retail chains and other users.
During 1998, Global also commenced the sale and distribution of
Internet telephony services for sale in  the domestic and foreign
markets and Global has expanded  such business  during 1999.
Under the Company's letter of intent  with Global, the Company
had the right to acquire up to 45% of GTCC  for $700,000.
In  an  interim  agreement with Global, the  Company negotiated
for  the right to purchase up to  80%  of Global,  for
consideration  based  upon  certain  levels  of  subscribers  and
expected  gross  revenues of Global. The  Company  has
advanced approximately $312,350, which has been accounted for  as
a secured loan from the Company to Global, subject to the Company's
right  to  convert  the loan to GLobal common shares.  The  amounts
advanced  to  Global are speculative in nature even though the
Company entered  into the Stock Purchase Agreement, which superseded
the terms and conditions of the secured loan effective as of February
19, 2000. See Note 12, Subsequent Events, below.

NOTE 3. ACQUISITIONS AND ADVANCES (CONTINUED)

Subsequent  to  signing  the letter of  intent  (followed  by  an
interim  agreement)  with Global, on March 15, 1999,  the  existing
convertible loan was replaced by a secured convertible debenture.
The  debenture was secured by the number of shares of  Global that
the  Company may acquire upon put or conversion of the note equal
to  the total advance. The Company had the right of first refusal
in  the  event that Global has an offer from a third party for  the
purchase  of   the  fifty-five  (55%)  percent  not   originally
contemplated to be acquired pursuant to the letter of intent. The
Company was also granted the right to file a Form UCC-1 with  the
State  of Florida, which would document its security interest  in
Global common stock. The Company did not exercise this  right  and
subsequent  to  the  year ended December  31,  1999  the  Company
entered  into a Stock Purchase Agreement to acquire 99% ownership
of  Global. See Note 12, Subsequent Events, below.

Shares Issued and Canceled

The Company entered into an agreement with United Biomedical Inc.
(UBI)  on  June 16, 1996, to acquire UBI. In connection with  the
agreement  to  acquire  UBI,  the  Company  issued  two   million
restricted shares of common stock. Subsequently, the Company  and
UBI  agreed that the acquisition should not take place  and  that
the  two  million  shares  should be returned  to  the  Company's
treasury.  On  July 2, 1998, two million shares of  common  stock
were returned and canceled.

Miscellaneous receivable

During  1996,  the Company entered into an agreement  to  acquire
Imaging  Systems Synergies, Inc. (ISS). During negotiations  with
respect   to  the  proposed  acquisition,  the  Company  advanced
$100,000  to  assist ISS in continuing its operations  while  the
Company pursued its due diligence efforts.
Following the completion of the due diligence effort, the Company
concluded  that  it should not acquire ISS and, after  consulting
with  counsel, pursued a cause of action against ISS for damages,
including  recovery of the $100,000 advance. In  September  1999,
the  Company was awarded a judgment against ISS in the amount  of
$125,000.  However, the Company is uncertain if it will be suc-
cessful in recovering any damages against ISS.


NOTE 4. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued   expenses  and  other  liabilities  consisted   of   the
following:
<TABLE>
<S>                  <C>      <C>
                         1999    1998

Officer compensation $300,000  $225,000
Professional fees       8,000     8,000
Payroll taxes               -     3,523
                      -------    ------
                     $308,000  $236,523
                     ========  ========
</TABLE>
NOTE 5. DEFERRED CONSULTING FEES

In  1996, the Company entered into a three-year service agreement
with   Emerging  Trends  Linkages  Corp.  (ETLC)  for  consulting
services. The services of ETLC were intended to support the  sale
of  generic  pharmaceutical products and call  back  services  in
Africa.  Further, ETLC worked on the approval from  the  National
Health  Foundation  of Brazil for the sale of dengue  fever  test
kits.  In accordance with the contract, the Company issued shares
of  its  common  stock, as well as options for  the  purchase  of
common  stock,  in  exchange for current  and  future  consulting
services. (See Notes 9 and 10.)
The  Company  entered  into a three-year  agreement  with  Higher
Ground, Inc., a entity controlled by the Company's President  and
Chief  Executive  Officer,  for  consulting  services  commencing
October 1, 1997. Higher Ground, Inc., pursued joint ventures
with  United States and foreign pharmaceutical manufacturers.  It
commenced  negotiations with certain third parties  for  the
sale  of  medical  products  in  the  international  markets.  In
addition,  Higher Ground, Inc. is providing corporate  consulting
services, including evaluation of potential acquisitions and  due
diligence in connection with expansion of the Company's business.
In  that connection, the Company issued shares of its  common
stock  in  exchange  for current and future consulting  services.
(See Note 9.)

The deferred consulting fees consisted of the following:
<TABLE>
<S>                    <C>      <C>
                       1999          1998
Higher Ground, Inc.      -        $94,818
ETLC                     -       $302,342
                       ----      --------
                       $  -     $ 397,160
                       ====     =========
</TABLE>

The fair market value of these future services has been amortized
over  the term of the agreements. Consulting fees amortized  under
these  agreements was $397,160 and $969,116 for the  years  ended
December 31, 1999 and 1998, respectively.

NOTE 6. RELATED PARTY TRANSACTIONS

Notes Payable - Shareholders

As  of December 31, 1999 and 1998, the Company is obligated under
five  convertible  promissory notes payable  to  shareholders  as
follows:
<TABLE>
<S>                     <C>       <C>
                          1999       1998

Former director         75,000     75,000
Current officer         87,421     80,921
Current officer         39,000     39,000
Consultant              42,000      5,000
Consultant                         15,750
                        ------    -------
                       243,421    215,671
                       =======    =======
</TABLE>

NOTE 6. RELATED PARTY TRANSACTIONS (CONTINUED)

These  notes  principally represent advances to  the  Company  by
officers,   directors, consultants  and  shareholders.
There  is  no   formal repayment  plan,  the notes bear no
interest and are  convertible into  common  stock.  Subsequent to
the year ended  December  31, 1999, in March 2000, a current
officer converted $39,000 in notes into  6.5  million  shares and
a consultant and  current  officer converted  $129,421 in notes
into 8.42 million shares. (See  Note 12, Subsequent Events.)

Employment Agreement

Effective  October 1, 1996, the Company entered into a three-year
employment  agreement  with  its President  wherein  the  Company
agreed  to pay compensation of $100,000 annually, payable monthly
at  the  rate  of  $8,333. (See Note 4). In accordance  with  the
agreement, this compensation has been accrued but remained unpaid
as of the year ended December 31, 1999, due  to  the Company's
lack of positive cash flow. Subsequent  to the  year ended Dec-
ember 31, 1999, the accrued but unpaid  salary was  converted into
10 million shares of common stock. (See Note 12, Subsequent Events).

Shares Issued for Services

The  Board  of  Directors authorized the issuance of  its  common
stock to the President and Chief Executive Officer of the Company
in  the  amount of 4.5 million shares in 1998, valued at $74,000,
in  consideration for continuing to serve the Company on a  full-
time  basis without cash payment of the above salary.  (See  Note
9.). In addition, the Company issued 9.75 million shares in 1999,
valued  at  $152,000 and 6.5 million shares in  1998,  valued  at
$120,000, to a consultant (Higher Ground, Inc.), which entity  is
controlled  by the President and Chief Executive Officer  of  the
Company,  for  consulting  services in  connection  with  matters
beyond  and  deemed unrelated to the duties under  the  officer's
employment agreement.

The   Company's   corporate  securities  counsel  and   Corporate
Secretary  were issued a total of approximately 15.38
million shares of  common stock in 1999, valued at $276,000 and
17 million shares in 1998, valued at $302,000 for services rendered.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Litigation

The Company is presently in a dispute with two former consultants
who  resigned as consultants to the Company prior to December 31,
1998.  The  remaining  balance  of  a  loan  payable  of  $15,000
originally advanced by the consultants was written-off  based  on
the  belief that such loans had been satisfied based in  part  on
the  consideration given in the consulting agreement. The Company
has  taken  the position that it owes no further compensation  to
the  consultants,  and  further that the  loans  from  these  two
individuals have been satisfied, as a result of the consideration
given  to the consultants, the consultants' resignation and their
failure   to  provide  services  required  under  the  consulting
agreement.  The  agreement provided for the  arbitration  in  the
event  of any dispute. As of the date of this report, the Company
cannot   predict   the  outcome  of  any  legal   proceeding   or
arbitration,  or whether, as a result of any such  proceeding  or
arbitration,  the  Company will be required to  issue  additional
common stock as consideration or repay any loans.

In October 1999 the Company settled the similar claims of a third
consultant,  who had also provided other services to the  Company
from  1995  through  the  end of 1998, individually  and  through
entities  the consultant controlled, unrelated to the  June  1998
consulting  agreement  between the Company  and  the  two  former
consultants  mentioned above. Such settlement  provided  for  the
issuance  of  3  million shares, including 2  million  restricted
shares  under Rule 144. The issuance of these shares was recorded
as additional compensation to the consultant (see Note 9)
In September 1999, the Company was awarded a judgement against ISS
in the amount of $125,000. The Company can not determine whether
it will be successful in recovering any damages against ISS and thus
has recorded a valuation allowance of $125,000. (See Note 3).

NOTE 7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Other Risks

The  Company  has  not obtained insurance for general  liability.
Because  the  Company is currently in the development  stage,  it
does  not expect to incur any losses in connection with uninsured
risks.  Therefore,  no  provision for  any  such  loss  has  been
provided in the accompanying financial statements.

Leases and Rents

Effective  February  1,  1998,  the  Company  began  leasing  its
executive  office  premises in North Carolina  under  a  one-year
lease  agreement  with monthly rent payments of  $570.  Effective
February 1, 1999 the lease was renewed for one year with monthly
rent payments of $605. The lease has provisions and is expected to
be renewed for another year upon expiration in February 2000.
Rent   expense  for  1999  and  1998  was  $7,893   and   $5,700,
respectively and is included in other operating expenses.

Year 2000

The  year  2000 issue results from certain computer  systems  and
software applications that use only two digits (rather than four)
to  define  the  applicable year. As a result, such  systems  and
applications may recognize a date of "00" as 1900 instead of  the
intended  year  2000, which could result in data  miscalculations
and  software  failures. The Company has not had any year 2000
issues and any such issues in the future not have a material impact
on the Company's financial position or results of operations.

NOTE 8. INCOME TAXES

Deferrred income taxes and benefits for 1999 and 1998, are provided
for certain income and expenses, which are recoginized in different
periods for tax and financial purposes. The tax effects (computed at
15%) of these temporary differences and carryforwards that give rise
to significant portions of differed tax assets and liabilities consist
of the following:
<TABLE>
<S>                             <C>                 <C>        <C>
                                                      Current
                                                      Period
                                      1998            Changes      1999
Deferred tax assets:
Accrued officers' compensation     $33,750           $11,250       $45,000
Consulting services elected
as start-up cost under IRC
Sec. 195 (b)                     1,967,807           157,637     2,125,444
Net operating loss
carryforwards                      116,924            13,965       130,889
                                 ---------           -------     ---------
                                 2,118,481           182,852     2,301,333
Valuation allowance             (2,118,481)         (182,852)   (2,301,333)
                                ----------           -------     ---------
Net deferred tax asset          $     -              $  -        $    -
                                ==========           =======     =========
</TABLE>


The  Company has accumulated net operating losses, which  can  be
used  to  offset future earnings. Accordingly, no  provision  for
income  taxes is recorded in the financial statements. A deferred
tax  asset  for  the future benefits of net operating  losses
and other differences is offset  by  a 100% valuation allowance
due to the uncertainty  of the  Company's ability to utilize the
losses. These net operating losses begin to expire in the year 2012.
At the end  of  1999,  the  Company  had  net  operating  loss
carryforwards  of  approximately  $872,600 which  expire  at
various  dates through 2018, however due to ownership changes  as
defined  in Section 382 of the Internal Revenue Code, the Company
may be limited in its ability to utilize the loss carryforwards.

NOTE 9. COMMON STOCK EXCHANGES

Shares Issued for Services

During the periods described below, the Company issued shares  of
its  common stock to consultants and officers for services to the
Company. The shares issued were valued by the Company based  upon
the  average  bid and asked price of the shares on  the  date  of
issuance. The value of these shares was charged to expense unless
they  were  in consideration for future services, in  which  case
they were recorded as deferred consulting fees. (See Note 5.)

In  February  1998, the Company issued a total  of  39.7  million
shares,  valued at $476,400, to its President and Chief Executive
Officer,  corporate  securities counsel and Corporate  Secretary,
various consultants, and a potential investee in connection  with
a letter of intent. (See Note 3.)

In  March 1998, the Company issued a total of 13 million  shares,
valued  at  $520,000,  to  its corporate securities  counsel  and
Corporate Secretary and various consultants.
In  August 1998, the Company issued a total of 20 million shares,
at  $400,000,  to its President and Chief Executive Officer,  its
corporate  securities  counsel and Corporate  Secretary,  various
consultants and a potential investee in connection with a  letter
of intent. (See Note 3)

In  March 1999, the Company issued a total of 11,625,000 shares,
at  $210,000  to its corporate securities  counsel  and
Corporate Secretary, various consultants and a potential investee
in connection with a letter of intent. (See Note 3).

In  August  1999,  the  Company issued a total  of  3.250,000
shares,  at  $71,500,  to  its corporate securities  counsel  and
Corporate Secretary, various consultants and a potential investor
in connection with a letter of intent. (See Note 3).

In  September  1999,  the Company issued a  total  of  5  million
shares,  at  $100,000,  to its corporate securities  counsel  and
Corporate  Secretary, various consultants and a former consultant
in connection with a settlement agreement. (See Note 7).

In  addition,  the Company issued a total of 14,404,748  option
shares   to   its  corporate  securities  counsel  and  Corporate
Secretary and various consultants in connection with services for
the  Company.  The differences between the amounts paid  for  the
option shares and the value of the option shares issued (based on
the  average  bid and asked price of the shares on  the  date  of
issuance),    totaling   $290,250, was   recorded as   additional
compensation for services and was charged to expense.  (See  Note
10).

In  connection with the above, Forms S-8 have been filed with the
Securites  and Exchange Commission relative to such issuances  of
stock.

During the periods described below, the Company issued restricted
shares (Rule 144) of its common stock to consultants and officers
for services to the Company. The shares issued were valued by the
Company  based upon half of the average bid and asked price of the
Company's  shares  on the date of issuance. The  value  of  these
shares was charged to expense.

In  October 1999, the Company issued a total of 3 million shares,
including 2 million shares with legend, valued at $42,000, to
a  former consultant in connection with a settlement agreement.
(See Note 7).

In November 1999, the Company issued a total of 4 million shares,
at  $20,000,  to its corporate securities counsel  and  Corporate
Secretary and a consultant.

NOTE 9. COMMON STOCK EXCHANGES(CONTINUED)

Stock Issued for Debt

In  July 1998, the Company issued 700,000 shares of common  stock
to  a  consultant  in repayment of a loan. The shares issued were
valued  by the Company at $7,000 based upon the average  bid  and
asked price of the shares on the date of issuance. The total debt
was   $10,000.  The  remaining  $3,000  was  applied  toward  the
reimbursement of expenses which were owed to the Company.

In  March 1999, the Company issued at total of 796,875 shares  of
common  stock  to a consultant in full payment  of  a  loan.  The
shares  issued  included in a Form S-8 and  were  valued  by  the
Company at $15,750 based upon the average bid and asked price  of
the shares on the date of issuance.

NOTE 10. STOCK OPTIONS

Options Pursuant to Private Placements

In  connection with the Company's private placement of its common
stock  in  April  1997, the Company issued a total  of  3,250,000
shares  at  $.04 per share together with 3,250,000  common  stock
purchase   options  exercisable  by  the  holders   to   purchase
additional  3,250,000 shares at a price of $.08 per share,  which
were set to expire April 15, 2000. In 1999, the Company agreed to
extend  the  options exercisable to January 1, 2001. The  Company
has agreed to register the shares and underlying the options in a
registration  statement  of  Form  SB-2  as  soon  as  reasonably
practicable  as part of a Registration Statement  it  intends  to
file  in  the  future  (piggy-back rights). In  March  1998,  the
Company  issued  an additional 1,550,000 shares  under  the  same
terms as the April 1997 private placement.

Options Pursuant to Consulting Agreements with ETLC

In  connection with the Company's consulting agreement  with  one
consultant,  ETLC  (which  is also a  shareholder),  the  Company
granted  options exercisable to acquire shares of  the  Company's
common  stock. The consultant was granted options to  acquire  10
million shares per year, for up to five years, provided that  the
shareholder/consultant was continuing to provide services to  the
Company during each of the five years. This agreement was amended
in  March  1998, and the consultant had the option to acquire  20
million shares, with 10 million exercisable through November 1998
and  an additional 10 million shares exercisable through November
1999.  The  options were extended until April 15, 2000  and  were
exercisable at the lower of $1.00 per share or 50% of the average
bid  price of the shares during the 10 days prior to the exercise
of  the options. During 1999 the Company discontinued its efforts
in  connection with telecommunications products and  services  in
West  Africa,  and, as a result, the Company and ETLC  agreed  to
terminate  the  call-back joint venture in West  Africa  and  the
Company  canceled ETLC's rights to 47 million shares  subject  to
common stock purchase options.

Shares Issued for Stock Subscriptions Receivable

During the year ended December 31, 1998, the Company issued  1.55
million  shares of common stock at $.04 per share, for which  the
Company had a stock subscription receivable of $62,000.
The Company received $51,500 and charged off the  remaining
$10,500 against additional paid-in capital.
The board of directots of the Company authorized the charge off
of  $10,500  in stock subscription receivable for the year  ended
December  31,  1998,  in connection with a private  placement  of
stock.

NOTE 10. STOCK OPTIONS (CONTINUED)

Options Shares Issued to Consultants

During the periods described below, the Company granted options
and issued option shares  of its  common stock to consultants and
officers in connection  with services  to  the Company.
The shares issued were valued  by  the Company based upon the
average bid and asked price of the  shares on the date of issuance.

In  March 1999, the Company issued a total of 8,453,125   option
shares,  valued at $155,250, to its corporate securities  counsel
and  Corporate  Secretary and various consultants.  Five  million
share options were exercisable at the lower of $.015 per share or
50%  of the average bid price of the shares on the date of notice
of  the exercise of the options. The remaining 3,453,125  share
options were exercisable at the lower of $1 per share or  50%  of
the  average bid price of the shares on the date of notice of the
exercise  of the options. The options were set to expire  January
1,  2001. During April 1999, three million shares of common stock
options  were exercised at $.008 per share and in May  1999,  one
million  shares of common stock options were exercised  at  $.008
for  the option from March 1999. In addition, during April  1999,
500,000 shares of common stock options were exercised at $.01 per
share and in May 1999, 1.5 million shares of common stock options
were  exercised at $.01 per share for the option from March 1999.
A total of $52,000 was received by the Company in connection with
the exercise of options. The difference between the  value  of
options exercised  and  the amounts received in payment for these,
was recorded as additional compensation  and  charged  to expense,
totaling  $ 103,250.

In  August  1999, the Company issued a total of 6 million  option
shares,  valued at $132,000, to its corporate securities  counsel
and  Corporate  Secretary and a consultant,  exercisable  at  the
lower  of $1.00 per share or 50% of the closing bid price of  the
shares on the date of notice of the exercise of the options or  a
price to be determined by the Company. A total of $5,000
was received by the Company is connection with the exercise  of
1,000,000  options. The difference between the value  of  the
1,000,000  options exercised and the  amounts  received  in
payment  for  these, was recorded as additional compensation  and
charged to expense, totaling $22,000. In November 1999, the  Board
agreed  to waive the option price due on the 5 million  options
shares  issued to its corporate securities counsel and  Corporate
Secretary, valued at $105,000, and charged this amount to expense.

In September 1999, the Company issued a total of 3 million option
shares,  valued  at $60,000, to its corporate securities  counsel
and  Corporate  Secretary and a consultant,  exercisable  at  the
lower  of $.015 per share or 50% of the closing bid price of  the
shares on the date of notice of the exercise of the options or  a
price  to  be determined by the Company. To date no amounts  have
been  received  by  the Company is connection with  these  option
shares.  In  November 1999, the Board agreed to waive the  option
price due on the 2 million options shares issued to its corporate
securities  counsel and Corporate Secretary, valued  at  $40,000,
and  charged  this  amount to expense.

NOTE 11. GOING CONCERN AND MANAGEMENT'S PLANS

As reflected in the accompanying financial statements, during the
year  ended  December 31, 1999, the Company had no  revenues  and
incurred  a  net  loss of $1,219,010. Consequently,  there  is  a
deficiency in assets attributable to common stock of $240,029  at
December 31, 1999, as well as a working capital deficiency. These
factors,  as  well as the uncertain conditions the Company  faces
regarding  its  ability  to  successfully  acquire,  develop  and
distribute  and/or  market  medical products,  including  generic
pharmaceuticals, vitamins, and diagnostic test kits, and be  able
to  successfully offer and sell telecommunications  products  and
services,  creates substantial doubt about the Company's  ability
to continue as a going concern.
The Company believes that it will become an operating Company and
begin to generate revenues during the remainder of 2000 from Global
as a result of the execution of the Share Purchase Agreement,
because Global is in the  process  of expanding its services in
South America,  Europe and  elsewhere.
During the first quarter of fiscal  2000,  Global has  represented
to the Company that it will report revenues and receivables, which
the Company can reflect in its Form 10-QSB  for the  period ended
March 31, 2000, and Global has projected to the Company  that it
should generate significant additional  revenues during  2000.
The Company together with Global expects  to  raise between  $5
million  to  $10 million in financing  for  Global's working capital
during the 2000 fiscal year to fund the expansion of  Global.
However, there can be no assurance that the terms and conditions of
such financing, if available, will be at terms  and conditions
acceptable to the Company and to Global.

In addition, the Company will continue to explore potential joint
ventures  and  acquisitions  other of firms,  including  Internet
telephony companies, with positive cash flow, in order to develop
and  expand  its  business and operations,  as  well  as  seeking
business opportunities in the export and sale of medical products
manufactured  and supplied by third parties. The Company  entered
into  consulting  agreements to assist  in  entering  into  these
fields and becoming an operating company.

Further,  while  there  can  be no  assurance  that  any  of  the
outstanding stock options (see Note 10) will be exercised,  based
upon  the  recent  trading range of the  Company's  Shares,  from
between  $.40  to  $.70,  and  certain  indications  of  interest
expressed  by  several  of  the private  investors,  the  Company
reasonably expects that options will be exercised. In  the  event
that  all of the options are exercised, the Company would receive
approximately $370,000 in option proceeds. Further, in the  event
that all of the warrants granted to Global in the above referenced
Share Purchase Agreement  are  exercised,  the  Company  will
receive   warrant proceeds of $8 million.

To  date, the Company has been dependent upon the willingness  of
its  consultants, officers, directors and professionals to accept
shares  issued  for  services, in lieu of cash compensation.  The
Company  will  continue  to be dependent upon the willingness  of
persons to accept shares as compensation for services, until such
time,  if ever, that it generates a positive cash flow  from
operations
The  financial statements do not include any adjustments relating
to  the recoverability and classification of recorded assets,  or
the  amounts  or  classifications of liabilities  that  might  be
necessary in the event the Company cannot continue in existence.

NOTE 12. SUBSEQUENT EVENTS

Share Purchase Agreement

Supsequent to the year end, the  Company, Global  and Global's
shareholders  entered into a share  purchase  agreement
effective February 19, 2000 (the "Agreement") pursuant  to  which
the Company will acquire 99% of Global's  shares. This  Agreement
provides  for the issuance to Global's share holders of units,
which aggregate  25 million  shares  of common stock, based upon
the average  closing bid  price  of  the  shares during the
ten-day  period  prior  to February  19,  2000. The units also
provide for the  issuance  of four  warrants,  Class A, B, C
and D, each exercisable  at  $.08, which  was the average closing
bid price of the Company's  shares during  the  six  month period
prior to February 19,  2000.  Each Class  of warrants provides for
the issuance of 25 million shares and expires two years from the
date of the Agreement. Neither the shares nor the warrants have
been registered under the Securities Act  of  1933,  as amended
(the "Act"). The Class A warrants  are exercisable  during the
twenty-four month period  commencing  the date  of  the  Agreement,
the Class B  warrants  are  exercisable commencing  on  a  date
six months from  the  execution  of  the Agreement for a period
ending twenty-four months from the date of the Agreement;
the Class C warrants are exercisable commencing on a date twelve
months from the execution of the Agreement  for  a period  ending
twenty-four months from the date of the Agreement; and  the Class
D warrants are exercisable commencing on  a  date eighteen months
from the execution of the Agreement for a  period ending twenty-
four months from the date of the Agreement. If  all of  the
warrants are exercised, the Company will receive warrant
proceeds of $8 million. It is intended that GTCC and the  Company
will  execute a management agreement which should provide payment
to  the  Company  of  a  management fee of  approximately  5%  of
Global's revenues on an annual basis.

Debt for Equity Exchanges

In  February 2000, the Company and its President and Chief Executive
Officer  agreed  to  settle  the  $300,000  accrued  compensation
balance due (see Note 4) pursuant to an employment agreement (see
Note  6)  in  exchange for 10 million shares of the common  stock
(restricted Rule 144), and options to acquire 6 million
shares,  exercisable at $.08 for a period of three  years from
February 29, 2000. These options do not vest until October 2000.

In  March 2000, the Company and its President and Chief Executive
Officer  agreed to the cancellation of notes payable
totaling  $42,000, and to  a  consultant,
which  entity  is  controlled by the President of the Company,
for $87,421 as of December 31, 1999 (see Note 6) in exchange
for  a  total  of 8.42 million restricted shares  (Rule  144)  of
common  stock. Also in March 2000, the Company and its  corporate
securities  counsel  and  Corporate  Secretary  agreed   to   the
cancellation of notes payable to this executive totaling  $39,000
as  of December 31, 1999 (see Note 6) in exchange for a total  of
6.5  million  restricted shares (Rule 144) of  common  stock. In
addition,  the  Company  agreed to grant such  executive  officer
common stock options to acquire 6 million shares, exercisable  at
$.08 for a period of three years. These option with respect to  6
million shares does not vest until October 2000.

Increase in Authorized Shares

Subsequent to the end of the year ended December 31, 1999, in
February 2000, the Company's authorized shares were increased to
700,000,000 shares.


EXHIBIT 10(iv)
--------------

Share Purchase Agreement

SHARE PURCHASE AGREEMENT

THIS  AGREEMENT made as of the 19th day of February,  2000  among
the  Parties:AMERICAN  DIVERSIFIED  GROUP,  INC.,  a  corporation
existing  under  the  laws of the State  of  Nevada  (hereinafter
referred to as the "Purchaser"), Global Transmedia Communications
Corporation, a corporation existing under the laws of  the  State
of Delaware (hereinafter "GLOBAL") and the shareholders of GLOBAL
(hereinafter  collectively referred to  as  "Vendor"  as  defined
below).    WHEREAS,  on the terms and subject to  the  conditions
hereinafter  set  forth,  the Purchaser wishes  to  Purchase  and
acquire  from Vendor and Vendor wishes to sell, assign,  exchange
and  transfer  to  the  Purchaser the  Purchased  Shares;     NOW
THEREFORE   in   consideration  of  the   respective   covenants,
agreements,  representations, warranties and  indemnities  herein
contained  and  for  other good and valuable  consideration  (the
receipt and sufficiency of which are acknowledged by each of  the
Parties hereto), the Vendor, the Purchaser, covenant and agree as
follows:ARTICLE IINTERPRETATION1.1 Defined Terms: For the purpose
of  this  Agreement, unless the context otherwise  requires,  the
following terms shall have the respective meanings set out  below
and grammatical variations of such terms shall have corresponding
meanings:"Act" means the Business Corporations Act  (Florida)  as
in   effect  on  the  date  hereof;"Affiliate"  has  the  meaning
attributed  to  that  term  in  the  Act;"Agreement"  means  this
Agreement  together with any and all amendments made pursuant  to
the  provisions  hereof  and "hereof"  and  "hereto"  shall  have
corresponding  meanings;"Annual Financial Statements"  means  the
unaudited  financial statements of GLOBAL  as,  at  and  for  the
financial  year ended 1999, prepared in accordance with generally
accepted  accounting principles, consisting of a  balance  sheet,
income  statement, statement of retained earnings and changes  in
financial position, a copy of which is annexed hereto as Schedule
1.1A;"Arm's  Length" has the meaning attributed  thereto  in  the
Income  Tax  Act;"Associate" has the meaning attributed  to  that
term  in  the  Act;"Business" means the  business  currently  and
heretofore  carried on by GLOBAL and the carrying on  of  various
ancillary or related activities thereto;

"Business Day" means any day other than a Saturday or a Sunday or
a statutory holiday in the United States;

"Business  Plan"  means the latest business plan attached  hereto
and  any revised business plan subsequently approved by Purchaser
that such approval will not be unreasonably withheld;

"Closing  Certificates" has the meaning  set  out  in  Subsection
5.1(a);

"Closing Date" means March 20, 2000 or as soon thereafter as  may
be  reasonably  practicable,  by  agreement  in  writing  between
Vendor,  Purchaser  and  Global  based  upon  conditions  of  the
agreement;

"Contract" means any agreement, indenture, contract, lease,  deed
of trust, option, instrument or other commitment, whether written
or oral;

"Corporation" means Global Transmedia Communications  Corporation
("GLOBAL"), a corporation existing under the laws of the state of
Delaware;

"Encumbrance"  means any encumbrance, lien, charge,  hypothecate,
pledge, mortgage, title retention agreement, security interest of
any  nature,  adverse  claim, exception,  reservation,  easement,
right  of  occupation, option, right of preemption, privilege  or
any Contract to create any of the foregoing;

"Financial  Statement"  means  the  Annual  Unaudited   Financial
Statements and the Interim Unaudited Financial Statements;

"GAAP"  means generally accepted accounting principles that  have
been  established in the United States; including those  approved
from  time  to  time  by  the  American  Institute  of  Chartered
Accountants or other appropriate body;
"GLOBAL" means GLOBAL surviving after closing;
"Indemnified Party" has the meaning set out in Section 9.3;
"Indemnifying Party" has the meaning set out in Section 9.3;
"Initial Working Capital Financing" means the obligation  of  the
Purchaser working with Global to secure capital in the amount  of
between $1,500,000 and $2,000,000;
"Interim  Financial  Statements" means  the  unaudited  financial
statements of GLOBAL for the period ended February 29, 2000,  and
such  other unaudited interim financial statements as  have  been
previously delivered or shall be delivered by GLOBAL or Vendor to
Purchaser  consisting  of a balance sheet, income  statement  and
changes in financial position, a copy of which is annexed  hereto
or Schedule 1.1B;
"Knowledge"  means the knowledge Vendor has or had  after  having
made  a  good  faith  effort to ascertain the  fact  in  question
pursuant  to  an  inquiry directed to such  officers,  directors,
supervisors  and  advisors of GLOBAL, the  Vendor,  as  would  be
reasonably  likely to have information relating to  the  fact  in
question;

"Leased Property" has the meaning set out in Section 3.12;
"Leases" has the meaning set out in Section 3.12;
"Licenses" has the meaning set out in Section 3.19;
"Losses"   means,   in  respect  of  any  matter,   all   claims,
proceedings,  losses, damages, liabilities,  deficiencies,  costs
and  expenses (including, without limitation, all legal and other
professional  fees  and  disbursements, interest,  penalties  and
amounts paid in settlement) arising directly or indirectly any, a
consequence of or as a result of such matter;
"Party or Parties" means the signers of this Agreement.
"Payment  Shares"  means Units, each of which shall  include  one
share  of  common stock (the "Shares") of the Purchaser and  four
warrants designated "A Warrant", "B Warrant", "C Warrant" and  "D
Warrant"  (collectively,  the  "Warrants").  Each  Warrant  shall
entitle  the holder to purchase one additional Share, at a  price
of  $.08 per Share as follows: The A warrant shall be exercisable
immediately  upon  the execution of this Agreement  and  expiring
after two years; the B Warrant shall be exercisable commencing on
a  date six month from the date of this Agreement for a period of
eighteen months, expiring on a dated two years from the  date  of
this Agreement; the C Warrant shall be exercisable commencing  on
a  date  twelve months from the date of this Agreement and ending
on  a  date two years from the date of this Agreement; and the  D
Warrants  may  be exercised commencing on a date eighteen  months
from  the date of this Agreement and expiring two years from  the
date of this Agreement. The foregoing Shares and the A, B, C  and
D  Warrants  may  be referred to herein as the  Units.  Purchaser
undertakes  to make every reasonable effort to prepare  and  file
with the Securities and Exchange Commission as soon as reasonably
practicable a registration statement on Form SB-2, or such  other
Form  as  may be applicable under the Securities Act of 1933,  as
amended  (the "Act), for the purpose of registering, among  other
securities, the Units, including the Shares, the Warrants and the
Shares  underlying the Warrants, issued in connection  with  this
Agreement.  Such registration statement may include other  Shares
of  the Company's common stock and Shares underlying common stock
purchase  options issued and granted to officers,  directors  and
consultants,  among  others, prior  to  and  subsequent  to  this
Agreement,  and  such registration statement  shall  provide  for
public  resale  by  holders of the Company's  securities  to  the
maximum extent permissible under the Act;

"Person"  or  "Persons" means an individual, trust,  partnership,
association, syndicate, corporation, or any other incorporated or
unincorporated organization or entity;

"Purchase Price" has the meaning set out in Section 2.2;

"Purchased Shares" has the meaning set out in Section 3.3;

  "Record Date" the date on which the value of the Payment Shares
is set;

"Tax Act" means the Internal Revenue Code as amended from time to
time;

"Time of Closing" means 9.00 A.M. Miami time on the Closing Date,
or  such  other  time  on  the Closing Date  as  Vendor  and  the
Purchaser may mutually determine;

"Vendor"  means  the  current shareholders of  GLOBAL  and  those
persons who have a right to acquire any equity interest or shares
in GLOBAL, under agreement or arrangement as set forth below;

"Working  Capital" means joint efforts of both the Purchaser  and
Vendor  in obtaining the capital funding needs of Global  in  the
future  as  identified, and that the Parties  agree  are  in  the
latest Business Plan of GLOBAL dated February 19, 2000, a copy of
which  has  been delivered to Purchaser, and the Initial  Working
Capital Financing;

1.2    Sections and Headings: The division of this Agreement into
Sections  and  the insertion of headings are for  convenience  of
reference  only and shall not affect the interpretation  of  this
Agreement.   Unless  otherwise indicated, any reference  in  this
Agreement  to  a  Section or a Schedule refers to  the  specified
Section  of  or  Schedule to this Agreement.  The Parties  hereto
acknowledge that their respective legal counsel have reviewed and
participated  in settling the terms of this Agreement,  and  that
any  rule of construction to the effect that any ambiguity is  to
be resolved against the drafting party shall not be applicable in
the interpretation of this Agreement.

1.3   Number  and Gender: In this Agreement, words importing  the
singular  number  only shall include the plural and  vice  versa,
words importing gender shall include all genders.

1.4  Schedules and Exhibits: The following Schedules are attached
to and form part of this Agreement:

     Schedule 1.lA       -    Annual Financial Statements
     Schedule 1.1B       -    Interim Financial Statements
     Schedule 3.5        -    Share Ownership
     Schedule 3.15       -    Insurance Policies
     Schedule 3.18       -    Agreements and Commitments
     Schedule 3.28       -    Accountants and Attorneys
     Schedule 3.29       -    Directors and Officers


ARTICLE II

PURCHASE AND SALE OF PURCHASED SHARES

2.1  Purchase  and  Sale of Purchased Shares. On  the  terms  and
     subject  to the conditions of this Agreement, the  Purchaser
     hereby  agrees  to purchase from the Vendor and  the  Vendor
     hereby  agrees  to  sell to the Purchaser  at  the  Time  of
     Closing  ninety nine (99%) percent of all of  the  Purchased
     Shares  owned  by such Vendor. The Agreement supersedes  and
     replaces all other agreements between the Parties.

2.2  Purchase Price: The aggregate purchase price payable by  the
     Purchaser for the Purchased Shares shall be $5,000,000  (the
     "Purchase Price") subject to certain adjustments as follows:
     as   necessary  in  accordance  with  the  results  of   the
     independent  evaluation  presently being  conducted  at  the
     request and expense of the Purchaser as provided for  below.
     In the event that the Vendor and the Purchaser shall fail to
     agree on the Purchase Price as determined by the independent
     evaluation,  Vendor  shall at its own  cost  arrange  for  a
     second  independent evaluation to be done by a  provider  of
     its  own choosing.  If such evaluation by the Vendor differs
     from Purchaser's evaluation by 10% or more, the Parties  may
     elect  to  settle on a Purchase Price set as the average  of
     the   two   evaluations,  or  mutually  agree  to  a   third
     independent evaluation or in the alternative mutually  agree
     to terminate this Agreement if the Parties cannot agree upon
     an evaluation, with thirty (30) days prior written notice to
     the  other  Party.   Upon such termination,  this  Agreement
     shall be null and void.

2.3  Satisfaction of Purchase Price: The Purchase Price shall  be
satisfied as follows:

     On  the  Closing  Date the Purchaser shall  deliver  to  the
     Vendor  share certificates representing a number of  Payment
     Shares,  which  shall  include Purchaser's  Shares  and  the
     Warrants  as  defined under "Payment Shares"  above,  in  an
     amount  that  shall  be equal to equal the  Purchase  Price,
     registered  in the name of the Vendor or as the  Vendor  may
     otherwise  in  writing  direct. For  the  purposes  of  this
     Agreement,  the  valuation of the of the Payment  Shares  is
     $.20, based upon the average closing bid price of the Shares
     during  the  ten  day  period  immediately  preceding   this
     Agreement.  The exercise price of the Warrants of  $.08  was
     based  upon  the  average closing bid price  of  the  Shares
     during  the  six  month period prior to  the  date  of  this
     Agreement. The parties determined that this was an equitable
     means  to  determine the Warrant exercise price due  to  the
     historic  fluctuations in the price of  Purchaser's  Shares.
     For  the  purposes  of  the Purchase  Price,  no  value  was
     attributable to the Warrant component of the Units delivered
     as the payment shares.

2.4  Final Statement:

     (a)  The  Vendor shall cause the accountants of GLOBAL  (the
          "GLOBAL's Accountants") within ten (10) days  prior  to
          the  Closing Date at the Vendor's expense,  to  prepare
          and  finalize  a  balance  sheet  (the  "Final  Balance
          Sheet") and an income statement for GLOBAL prepared  as
          at the Time of Closing.

     (b)  The  Final Balance Sheet and income statement shall  be
          certified by the Vendor's Accountants as being prepared
          in   accordance  with  GAAP  and  the  past  accounting
          practices of GLOBAL as being accurate and complete.

     (c)  The Purchaser' s auditors or accountants at Purchaser's
          expense  shall  be permitted to review  and  audit  the
          Final  Balance Sheet together with all working  papers,
          books of account and other documents relating to GLOBAL
          relevant to the preparation of the Final Balance  Sheet
          and income statement.

ARTICLE II

REPRESENTATIONS AND WARRANTES OF VENDOR

The  Vendor jointly and severally represents and warrants to  the
Purchaser  as  follows  and acknowledges that  the  Purchaser  is
relying on such representations and warranties in connection with
the purchase by the Purchaser of the Purchased Shares:

3.1       Organization: GLOBAL is duly incorporated and organized
and validly existing in accordance with the laws of the state  of
Delaware,  is  up  to  date in all filings required  under  those
jurisdictions  in  which  it carries  on  business  and  has  the
corporate power to own or lease its property, and to carry on the
Business  as  now  being  conducted by  it  and  to  perform  its
obligations hereunder.  GLOBAL is duly qualified as a corporation
to  do  business in each jurisdiction in which the nature of  the
Business  or the property and assets owned or leased by it  makes
such qualification necessary.

3.2          Authorization:   This  Agreement   has   been   duly
authorized,  executed and delivered by Vendor, and  is  a  legal,
valid  and  binding  obligation of  Vendor.   It  is  enforceable
against  Vendor  by the Purchaser in accordance  with  its  terms
subject however to limitation with respect to bankruptcy or other
laws generally affecting creditors' rights and to the extent that
equitable  remedies such as specific performance  and  injunction
are in the discretion of the court from which they are sought.

3.3   Authorized  and Issued Capital: The authorized  and  issued
capital  of  GLOBAL consists of 100 shares of  common  stock,  of
which  100 shares, including 1 share owned by the Florida  Export
Finance  Corporation are issued and outstanding and no  more  are
issued and outstanding.  All of the issued and outstanding shares
of  GLOBAL are fully paid and non-assessable.  All of the  issued
and  outstanding shares of GLOBAL are owned by the  recorded  and
beneficial  owners  of  such shares, as  disclosed  to  Purchaser
including  99 shares by Vendor (the "Purchased Shares")  and  one
share  is owned by Florida Export Finance Corporation.  No  other
person or entity has any right to acquire any GLOBAL shares other
than  as  disclosed  to  Purchaser prior  to  execution  of  this
Agreement  and no person or entity will be granted any rights  to
acquire  any GLOBAL shares without the prior written  consent  of
and disclosure to Purchaser.

3.4   No  Other Agreements to Purchase or Options: No Person  has
any  agreement  or option or any right or privilege  (whether  by
law,   pre-emptive  or  contractual)  capable  of   becoming   an
agreement,   including   convertible  securities,   warrants   or
convertible   obligations  of  any  nature,  for  the   purchase,
subscription,  allotment or issuance of any  unissued  shares  or
other  securities  of  GLOBAL or any of  the  assets  other  than
purchases  in  the  ordinary course of business  of  GLOBAL.   No
Person  has  any  agreement or option or  any  right  capable  of
becoming an agreement for the purchase of the Purchased Shares.

3.5        Ownership of Purchased Shares:  Vendor is and will  at
the  Time  of  Closing be the beneficial owner and the  owner  of
record  of  the  Purchased  Shares in the  amounts  indicated  on
Schedule  3.5  and will at the Time of Closing hold  such  shares
with  good  and marketable title thereto, free and clear  of  all
Encumbrances.   None of the Purchased Shares are subject  to  any
shareholder agreement or voting agreement or any other  agreement
that  contains any other restrictive provisions.   There  is  not
pending any suit, action or other legal proceeding to restrict or
prevent  Vendor  from transferring the Purchased  Shares  to  the
Purchaser.

3.6        No  Subsidiaries:  GLOBAL does not  own  or  have  any
agreements of any nature to acquire, directly or indirectly,  any
shares in the capital of or other equity or proprietary interests
in any Person, and GLOBAL does not have any agreements to acquire
or lease any other business operations.

3.7   No  Violation: The execution and delivery of this Agreement
by  the  Vendor  and the consummation of the transactions  herein
provided for:

     (a)     will not result in the breach or violation of any of
       the  provisions of, or constitute a default under or would
       with  the passage of time or the giving of notice or  both
       or  otherwise constitute a default under, or conflict with
       or  cause acceleration of any obligation of the Vendor  or
       GLOBAL under or result in the cancellation of:

          (i)  any  Contract to which the Vendor or GLOBAL  is  a
               party  or  by which either of them is, or  any  of
               their properties are, bound;

          (ii) any provision of the compliance documents, by-laws
               or  resolutions of the board of directors (or  any
               committee thereof) of GLOBAL;

          (iii)      any judgment, decree, order or award of  any
               court,  governmental  body  or  arbitrator  having
               jurisdiction over the Vendor or GLOBAL;

          (iv) any   license,   permit,  approval,   consent   or
               authorization  held  by  the  Vendor,  GLOBAL   or
               necessary to the ownership of the Purchased Shares
               or the operation of the Business;

          (v)  any applicable law, statute, ordinance, regulation
     or rule;

     (b)        will not result in the creation or imposition  of
          any  Encumbrance on any of the Purchased Shares or  any
          of the property or assets of GLOBAL;

     (c)  will not require the consent, authorization or approval
          of  any person (whether pursuant to any law, agreement,
          statute,  lease  or  otherwise) in  addition  to  those
          described in Schedule 3.20.

3.7        Business of GLOBAL: The Business is the only  business
operation carried on by GLOBAL and the property and assets  owned
or  leased  by  GLOBAL are sufficient to carry  on  the  Business
substantially  in the manner heretofore conducted.   All  of  the
property  and  assets  owned or leased and  used  by  GLOBAL  and
required  in order to operate the Business substantially  in  the
manner  heretofore conducted are in good operating condition  and
are  in  a state of repair and maintenance which will permit  the
Business  to be carried on substantially in the manner heretofore
conducted and as provided in the Business Plan.

3.9   Title  to  Personal and Other Property: GLOBAL beneficially
owns,  or  has  a valid leasehold interest in, all  property  and
assets used by it in the Business.

3.10  Real Property: GLOBAL does not now own and has never  owned
and  has  not  entered  into any agreement to  acquire  any  real
property.

3.11 Property on Leased Property: Except as disclosed in Schedule
3.12,  all  buildings, structures, improvements and appurtenances
situated  on  the Leased Property and all material components  of
the   fixtures,  plumbing,  heating,  electrical,  drainage,  air
conditioning  and  cooling systems situated therein  are  to  the
Vendor's knowledge in good operating condition and in a state  of
maintenance and repair which makes them suitable for the purposes
for  which they are currently being used and GLOBAL has  adequate
rights of ingress and egress for the operation of the Business in
the   ordinary  course.   None  of  such  buildings,  structures,
improvements or appurtenances (or any equipment therein), nor the
operation   or  maintenance  thereof,  violates  any  restrictive
covenant  or  any provision of any federal, state, provincial  or
municipal  law, ordinance, rule or regulation, or  encroaches  on
any property owned by others.

3.12  Real  Property Lease: Schedule 3.12 sets forth a  municipal
address  of  all  real  property leased by  GLOBAL  (the  "Leased
Property").   GLOBAL is not a party to any lease or agreement  in
the nature of a lease in respect of any real property, whether as
lessor  or  lessee,  other than the lease (the  "Lease")  annexed
hereto  as  Schedule 3.12 relating to the Leased  Property.   The
Lease  is  in good standing and in full force and effect  without
amendment thereto, and neither GLOBAL nor any other party thereto
is  in  breach of any monetary obligations or any other  material
covenants, conditions or obligations contained therein.  No state
of  facts exist which, after notice or lapse of time or  both  or
otherwise  would result in a breach or default under any  of  the
material  the terms of any of the lease.  GLOBAL has not received
from  its  landlord within the twelve (12) month period prior  to
the  date  of this Agreement any notices of monetary or  material
default under the Lease.

3.13  Inventories: The inventories of GLOBAL, to the best of  the
knowledge,  information and belief of Vendor, do not include  any
material items that are slow moving, below standard quality or of
a quality or quantity not usable or saleable in the normal course
of business.

3.14  Accounts Receivable: Subject to an allowance  for  doubtful
accounts  that  has  been reflected on the  books  of  GLOBAL  in
accordance  with GAAP, all accounts receivable,  book  debts  and
other debts due or accruing to GLOBAL have been bona fide created
in  the  ordinary course of business and are collectable  without
set-off or counterclaim.

3.15    Insurance: GLOBAL has its property and assets insured  on
a  reasonable  basis  against loss or damage and  such  insurance
coverage  will  be  continued in full force  and  effect  to  and
including  the  Time  of Closing.  Schedule  3.16  sets  out  all
insurance  policies (specifying the insurer, the  amount  of  the
coverage, the type of insurance and the policy number) maintained
by  GLOBAL on its property and assets or personnel as of the date
hereof  GLOBAL  is  not in default with respect  to  any  of  the
provisions  contained in any such insurance policy  and  has  not
failed  to  give any notice or present any claim under  any  such
insurance policy in a due and timely fashion.

3.16 Books of Account: The books of account and financial records
     of GLOBAL fairly
and  correctly set out and disclose in all material respects  the
current financial position of GLOBAL.  All transactions involving
GLOBAL have been accurately recorded in its books and records  in
all material respects.

3.17  Intentionally Left Blank

3.18  Agreements and Commitments: Schedule 3.18 is a complete and
accurate list of
all  Contracts  pertaining to the Business  or  entered  into  by
GLOBAL.   Except as described in Schedule 3.18, GLOBAL is  not  a
party  to  or  bound by any contract relating  to  the  property,
assets,  business or operations of GLOBAL.  GLOBAL has  performed
all  of the obligations required to be performed by it under such
Contracts and is entitled to all benefits thereunder, and is  not
in  default  or  alleged  to be in default  in  respect  of,  any
Contract  good  standing and in full force  and  effect,  without
amendment  thereto, and no event, condition or occurrence  exists
that,  after notice or lapse of time or both, would constitute  a
default  under  any of the aforesaid Contracts.  GLOBAL  has  not
received within the twelve (12) month period prior to the date of
this Agreement any notice of default of any term or obligation of
any  Contract  to the Vendor's knowledge, no other party  to  any
Contract  is  in default thereunder Vendor has delivered  to  the
Purchaser  a  true and complete copy of each Contract  listed  or
described in Schedule 3.18.

3.19 Compliance with Laws; Governmental Authorization: GLOBAL has
complied  in  all  material  respects with  all  laws,  statutes,
ordinances,  regulations,  rules, judgments,  decrees  or  orders
applicable  to the Business or GLOBAL, and is now conducting  the
Business  in  compliance in all material respects with  all  such
statutes,   laws,  ordinances,  regulations,  rules,   judgments,
decrees  or  orders.   Schedule 3.19  sets  out  a  complete  and
accurate  list  of  all  licenses, permits, approvals,  consents,
certificates,    registrations   and   authorizations    (whether
governmental, regulatory or otherwise) (the "Licenses")  held  by
or  granted  to GLOBAL and there are no other licenses,  permits,
approvals,     consents,    certificates,    registrations     or
authorizations necessary to carry on the Business or  to  own  or
lease  any  of  the property or assets utilized by GLOBAL.   Each
License  is valid, subsisting and in good standing and GLOBAL  is
not  in  default  or breach of any License and no  proceeding  is
pending  or  to the Vendor's knowledge threatened  to  revoke  or
limit any License.

3.20 Consents and Approvals: There is no requirement to make  any
filing with, give any notice to or to obtain any license, permit,
certificate, registration, authorization, consent or approval of,
any  governmental or regulatory authority as a condition  to  the
lawful  consummation  of the transactions  contemplated  by  this
Agreement.   There is no requirement under any Contract  relating
to the Business or of GLOBAL to which either the Vendor or GLOBAL
is  a party or by which it is bound to give any notice to, or  to
obtain  the  consent or approval of, any party to such agreement,
instrument  or  commitment relating to the  consummation  of  the
transactions  contemplated  by  this  Agreement  except  for  the
notifications, consents and approvals described in Schedule 3.20.

3.21  Financial  Statements: The Financial Statements  have  been
prepared  in  accordance with GAAP applied on a basis  consistent
with  prior  periods, and present fairly the assets,  liabilities
(actual,  contingent  or  otherwise) and financial  condition  of
GLOBAL as at the respective dates of the Financial Statements and
the  income  statement reflecting sales, earnings and results  of
operations  of GLOBAL for the respective periods covered  by  the
Financial Statements.

3.22 Liabilities of GLOBAL: GLOBAL does not have any liabilities,
direct  or  indirect, accrued, absolute, contingent or  otherwise
and  to  the Vendor's knowledge, there is no basis for  assertion
against GLOBAL of any such liabilities other than:

     (a)   liabilities disclosed or reflected in or provided  for
in the Financial Statements;

     (b)  liabilities  incurred since the date of  the  Financial
          Statements  which were incurred in the ordinary  course
          of the Business; and

     (c)  other liabilities disclosed in this Agreement or in the
Schedules attached hereto.

3.23  Partnerships or Joint Ventures: GLOBAL is not a partner  or
participant  in  any  partnership, joint venture,  profit-sharing
arrangement or other association of any kind and GLOBAL is not  a
party to any agreement under which it agrees to carry on any part
of  the Business or any other activity in such manner or by which
it  agrees  to share any revenue or profit with any other  Person
other  than  as  disclosed in this Agreement or in the  Schedules
attached hereto.

3.24  Absence of Changes: Since December 31, 1999, GLOBAL, except
as  described  in Schedule 3.24, has carried on the Business  and
conducted  its operations and affairs in the ordinary and  normal
course consistent with past practice and there has not been:

     (a) any  material  change  in  the condition  (financial  or
          otherwise),  assets, liabilities, operations,  earnings
          or business of GLOBAL;

     (b)  any  material damage, destruction or loss  (whether  or
          not  covered  by insurance) affecting the  property  or
          assets of GLOBAL;

     (c)  any  declaration,  setting  aside  or  payment  of  any
          dividend  or  other distribution with  respect  to  any
          shares  in  the  capital of GLOBAL  or  any  direct  or
          indirect  redemption, purchase or other acquisition  of
          any such shares;

     (d)  any  issuance or sale by GLOBAL or any Contract entered
          into by GLOBAL, for the issuance or sale by GLOBAL,  of
          any  shares in the capital of or securities convertible
          into  or  exercisable  for shares  in  the  capital  of
          GLOBAL;

     (e)   any change in the accounting or tax practices followed
by GLOBAL;

     (f)  any  change adopted in the depreciation or amortization
          policies or rates used by GLOBAL;

     (g)  any labor disruptions;

     (h)  any write-off as uncollectable of any accounts or notes
          receivable or any portion thereof of GLOBAL in  amounts
          exceeding  fifty  thousand dollars  ($50,000)  in  each
          instance or one hundred thousand dollars ($100,000)  in
          the aggregate;

     (i)  any payments made, authorized or declared by GLOBAL  to
          any of its officers, directors and employees, except in
          the ordinary course of business or at regular rates  of
          salary or remuneration payable to such person;

     (j)  any change in GLOBAL other than as previously disclosed
          in this Agreement or the Schedules thereto.

3.25 Taxes:

     (a)  For   purposes   of  this  Section   3.25,   the   term
          "Governmental  Charges" means and includes  all  taxes,
          including  without  limitation,  income  taxes,  excise
          taxes,  sales taxes, value added taxes, transfer taxes,
          property  taxes,  capital  taxes,  customs  and  import
          duties, payroll taxes and other charges, together  with
          all  penalties interest and fines with respect thereto,
          payable  to  any federal, state, provincial  municipal,
          local  or  other  government  or  governmental  agency,
          authority,  board,  bureau or  commission  domestic  or
          foreign;

     (b)  GLOBAL has paid all Governmental Charges which are  due
          and payable by it on or before the date hereof, if any.
          GLOBAL   has  duly  filed  all  returns,  declarations,
          reports   and   other  documents  of   any   kind   for
          Governmental  Charges (the "Returns")  required  to  be
          filed  by  it, if any, in a timely manner.  GLOBAL  has
          made   adequate  provision  for  Governmental   Charges
          payable  by it for the current period and any  previous
          period  for  which Returns are not yet required  to  be
          filed.   The information shown on all such Returns,  if
          any,  is  true, accurate and complete in  all  material
          respects  and  there  are  no  additional  assessments,
          reassessments  or  proposals  to  re-assess,   actions,
          suits,  proceedings, investigations, inquiries,  audits
          or  claims  now ongoing or pending or, to the  Vendor's
          knowledge,  threatened against  GLOBAL  in  respect  of
          Governmental  Charges or any discussions  ongoing  with
          any  governmental authorities relating to  Governmental
          Charges and to the Vendor's knowledge, there is not any
          reason  that any such actions, audits or investigations
          would be commenced against GLOBAL;

     (c)  There  are no agreements, waivers or other arrangements
          providing for an extension of time with respect to  the
          filing of any Return by, or payment of any Governmental
          Charges or deficiency against GLOBAL; and

     (d)  GLOBAL  is  in  compliance in  all  respects  with  all
          registrations, reporting and remittance obligations  in
          respect of all state and federal sales tax legislation.

3.26  Litigation.  There  are no actions,  suits  or  proceedings
(whether or not purportedly on behalf of GLOBAL) pending  or,  to
the   Vendor's   knowledge,  threatened  against,  involving   or
affecting  GLOBAL  at  law or in equity,  or  before  or  by  any
federal,  state,  municipal  or  other  governmental  department,
court,  commission,  board,  bureau, agency  or  instrumentality,
domestic or foreign, or by or before an arbitrator or arbitration
board.   There are no judgments or executions outstanding against
GLOBAL.

3.27  Minute  Books: The minute books of GLOBAL contain  accurate
and  complete copies of its compliance documents, which documents
include,  without limitation, Articles of Incorporation  and  any
and  all  Articles  of  Amendment.   There  are  outstanding   no
applications  or  filings  which  would  alter  in  any  way  the
compliance  documents or corporate status of any of  GLOBAL.   No
resolutions or by-laws have been passed, enacted, consented to or
adopted by the directors or shareholders of GLOBAL except as  are
contained in the minute books thereof.  The corporate records  of
GLOBAL   have  been  maintained  in  all  material  respects   in
accordance  with  all applicable statutory requirements  and  are
complete and accurate in all material respects.

3.28 Accounts and Attorneys: Schedule 3.28 sets forth a true  and
complete list showing:

     (a)  the  name  of  each  bank,  trust  company  or  similar
          institution  in  which  GLOBAL  has  accounts  or  safe
          deposit  boxes, the number or designation of each  such
          account  and  safe  deposit box and the  names  of  all
          persons  authorized to draw thereon or to  have  access
          thereto; and

     (b)  the  name of each person, firm, corporation or business
          organization  holding a general  or  special  power  of
          attorney  from  GLOBAL  and  a  summary  of  the  terms
          thereof,

3.29  Directors and Officers: Schedule 3.29 sets forth the  names
and titles of all the officers and directors of GLOBAL.

3.30  Non-Arm's  Length Transactions: GLOBAL has not,  since  its
date  of  incorporation, made any payment or loan to, or borrowed
any  moneys  from  or  is  otherwise indebted  to,  any  officer,
director,  employee, shareholder or any other Person not  dealing
at  Arm's  Length with GLOBAL, except as disclosed in the  Annual
Financial  Statements or as disclosed in Schedule  3.30.   Except
for  ordinary  course  customer and employee  relationships  with
usual terms, except as disclosed in Schedule 3.30, GLOBAL is  not
a party to any Contract with the Vendor or any officer, director,
employee,  shareholder or any other Person not dealing  at  Arm's
Length  with  GLOBAL.   Except  as  disclosed  in  the  Financial
Statements, GLOBAL is not indebted to the Vendor or any Associate
of  the Vendor or to any Person not dealing at Arm's Length  with
the Vendor or GLOBAL.

3.31   Employee   Accruals:  All  accruals   for   premiums   for
unemployment  insurance,  health  premiums,  F.I.C.A.   premiums,
accrued  wages,  bonuses, salaries and commissions  and  employee
benefit plan payments for GLOBAL, if any, have been reflected  in
the books and records of GLOBAL.

3.32 Status of the Vendor and Corporation: Neither the Vendor nor
GLOBAL  is insolvent, nor has either of them committed an act  of
bankruptcy, proposed a compromise or arrangement to its or  their
creditors  generally,  taken any proceeding  with  respect  to  a
compromise  or arrangement, taken any proceeding to  have  itself
declared  bankrupt  or wound up, as the case may  be,  taken  any
proceeding  to  have a receiver appointed over any  part  of  its
assets, had any encumbrances or receiver take possession  of  any
of its property, had any execution or distress become enforceable
or  levied  upon  any of its property or had any petition  for  a
receiving order in bankruptcy filed against it.

3.33 General: No representation or warranty made by the Vendor in
this   Agreement  or  any  statements  made  in  any   schedules,
certificates  or  other  documents  furnished  pursuant  to  this
Agreement or the negotiations leading thereto contains any untrue
statement  of a material fact.  The Vendor has no information  or
knowledge  of  any  material facts relating to  GLOBAL's  or  the
Business  which  are  not  disclosed in  this  Agreement  or  the
Schedules hereto.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The  Purchaser represents and warrants to the Vendor  as  follows
and  acknowledges and confirms that the Vendor is relying on such
representations and warranties in connection with the sale by the
Vendor of the Purchased Shares:

4.1  Organization of Purchaser:    The Purchaser is a corporation
validly existing under the law of the State of Nevada and it  has
the  corporate  power to enter into and perform  its  obligations
pursuant to this Agreement.

4.2   Authorization by Purchaser: This Agreement  has  been  duly
authorized,  executed and delivered by the  Purchaser  and  is  a
legal, valid and binding obligation of the Purchaser, enforceable
against the Purchaser by the Vendor in accordance with its  terms
subject however to limitation with respect to bankruptcy or other
laws generally affecting creditor's rights and to the extent that
equitable  remedies such as specific performance  and  injunction
are in the discretion of the court from which they are sought.

4.3       Consents and Approvals: There is no requirement for the
Purchaser  to make any filing with, give any notice to or  obtain
any  license,  permit, certificate, registration,  authorization,
consent or approval of, any government or regulatory authority as
a  condition  to  the  lawful consummation  of  the  transactions
contemplated  by  this Agreement, other than as may  be  required
under the Federal securities laws applicable to a public company.
There  is  no  requirement under any Contract  relating  to  this
transaction to which the Purchaser is a party or by which  it  is
bound to give any notice to, or to obtain the consent or approval
of,  any  party  to  such  agreement,  instrument  or  commitment
relating to the consummation of the transactions contemplated  by
this  Agreement  except  for  the  notifications,  consents   and
approvals described in Schedule 4.3.

4.4  Untrue Statements: No representation or warranty made by the
Purchaser  in  this  Agreement  or  any  statement  made  in  any
Schedules, certificates or other documents furnished pursuant  to
this Agreement or the negotiations leading thereto, contains  any
untrue statement of a material fact.

4.5   No  Suits:  There  are  no actions,  suits  or  proceedings
(whether  or not purportedly on behalf of the Purchaser)  pending
or,  to  the Purchaser's knowledge, threatened against Purchaser,
involving  or  affecting the Purchaser at law or  in  equity,  or
before  or by any federal, state, municipal or other governmental
department,   court,  commission,  board,   bureau,   agency   or
instrumentality,  domestic  or  foreign,  or  by  or  before   an
arbitrator or arbitration board.

4.6    Compliance  with  Laws;  Governmental  Authorization:  The
Purchaser  has complied in all material respects with  all  laws,
statutes,  ordinances, regulations, rules, judgments, decrees  or
orders  applicable to it, and is now conducting its  business  in
compliance in all material respects with all such statutes, laws,
ordinances,  regulations, rules, judgments,  decrees  or  orders.
Schedule  4.6  sets  out  a complete and  accurate  list  of  all
licenses,    permits,    approvals,    consents,    certificates,
registrations    and   authorizations   (whether    governmental,
regulatory  or otherwise) (the "Licenses") held by or granted  to
the   Purchaser  and  there  are  no  other  licenses,   permits,
approvals,     consents,    certificates,    registrations     or
authorizations necessary to carry on the Business or  to  own  or
lease  any  of the property or assets utilized by the  Purchaser.
The Purchaser has complied with all reporting requirements it has
as  a  public  company,  copies of which have  been  provided  to
Vendor.  It is valid, subsisting and in good standing as a public
company  is  not in default or breach of any filing or  reporting
requirement  and  no proceeding is pending or to the  Purchaser's
knowledge threatened to revoke, suspend or impede in any way  the
trading  of its common stock on the OTC: Bulletin Board or  limit
any  offering.  No notices have been received by Purchaser within
the  twelve month period prior to the date of this Agreement that
the  business  is  not  being conducted in  compliance  with  all
applicable  laws, by-laws, orders and regulations.   The  Parties
understand  and  acknowledge that the Purchaser  has  received  a
communication  from the Securities and Exchange Commission  (SEC)
requesting  certain  voluntary information and  the  delivery  of
documentation,  a copy of which communication has been  delivered
to  Vendor,  and  which  information and documentation  has  been
furnished by Purchaser to the SEC, with a copy of the transmittal
having  been shown to Vendor.  Purchaser has represented  to  the
Vendor that the current SEC voluntary request for information and
documentation  has  no material effect on the  Purchaser  or  the
Purchaser's ability to carry forth its obligations to the  Vender
under this Agreement.  Purchaser represents that it will continue
to  voluntarily comply with any requests for further  information
or documentation from the SEC, if any requests are received. From
the  date  of  the initial request for voluntary information,  on
October 1, 1999, no further written requests for information from
the SEC have been received by Purchaser.

ARTICLE V
SURVIVAL OF COVENANTS, REPRESENTATONS AND WARRANTIES

5.1   Survival of Representations and Warranties of  Vendor:  The
representations  and  warranties  of  Vendor  contained  in  this
Agreement  and  any  agreement, instrument certificate  or  other
document executed and delivered pursuant hereto shall survive the
closing   of   the   transactions   contemplated   hereby    and,
notwithstanding the Closing and any investigation made by  or  on
behalf  of the Purchaser, shall continue in full force and effect
for  the  benefit of the Purchaser until the day which is  twelve
(12) months, following the Closing Date, except that:

     (a)  the  representations and warranties set out in Sections
          3.1,  3.2,  3.3,  3.4, 3.5, 3.6 (and the  corresponding
          representations  and  warranties   set   out   in   the
          certificates  to  be delivered pursuant  to  Subsection
          7.1(a) (the "Closing Certificates"') shall survive  and
          continue in full force and effect without limitation of
          time;

     (b)  the  representations and warranties set out in  Section
          3.25   (and   the  corresponding  representations   and
          warranties  set out in the Closing Certificates)  shall
          survive  the  closing of the transactions  contemplated
          hereby and continue in full force and effect until, but
          not beyond three (3) months following the expiration of
          the   period,  if  any,  during  which  an  assessment,
          reassessment  or  other  form  of  recognized  document
          assessing  liability  for  Governmental  Charges  under
          applicable legislation in respect of any taxation  year
          to  which  such  representations and warranties  extend
          could be issued under such legislation to GLOBAL or  to
          the Vendor, provided that if following the Closing Date
          GLOBAL  files  any  waiver or other document  extending
          such  period, such representations and warranties shall
          only  continue  until but not beyond  the  period  they
          would  otherwise have continued for hereunder  if  such
          waiver or other document had not been filed;

     (c)  a  claim  for  any breach of any of the representations
          and  warranties contained in this Agreement or  in  any
          agreement,  instrument, certificate or  other  document
          executed  or delivered pursuant hereto involving  fraud
          or fraudulent misrepresentation may be made at any time
          following  the Closing Date, subject only to applicable
          limitation periods imposed by law.

5.2  Survival of Representations and Warranties of the Purchaser.
The representations and warranties of the Purchaser contained  in
this  Agreement  and  any agreement, instrument,  certificate  or
other  document  executed and delivered  pursuant  hereto,  shall
survive the closing of the transactions contemplated hereby  and,
notwithstanding the Closing and any investigation made by  or  on
behalf of the Vendor, shall continue in full force and effect for
the  benefit  of  the Vendor until the day which is  twelve  (12)
months following the Closing Date.

5.3   Survival of Covenants: The covenants of the Vendor and  the
Purchaser   set  forth  in  this  Agreement  shall  survive   the
completion   of   the   transactions  herein  contemplated   and,
notwithstanding such completion, shall continue in full force and
effect  for  the benefit of the other parties in accordance  with
the terms thereof.

ARTICLE VI
COVENANTS

6.1   Access to GLOBAL: The Vendor shall forthwith make available
to the Purchaser and its authorized advisors and representatives,
including any person or firm designated by Purchaser to make  the
independent evaluation of GLOBAL in connection with determination
of the Purchase Price and, if requested by the Purchaser, provide
a  copy  to the Purchaser of, all title documents, minute  books,
share  certificate books, share registers, stock  options,  share
subscription agreements, plans, reports, licenses, orders, permit
books  of  account, accounting records, compliance documents  and
all  other documents, information or data relating to GLOBAL, its
capital  stock  and the Business.  The Vendor  and  GLOBAL  shall
afford   the   Purchaser  and  its  authorized   representatives,
including   the   person  or  firm  conducting  the   independent
evaluation  and  the  accountants and  independent  auditors  for
Purchaser   every  reasonable  opportunity  to  have   free   and
unrestricted  access  to the Business and the  property,  assets,
undertaking, records and documents of GLOBAL.  At the request  of
the  Purchaser, the Vendor shall execute, or cause to be executed
such  consents, authorizations and directions as may be necessary
to  permit  any  inspection of the Business and any  property  of
GLOBAL   or   to   enable  the  Purchaser   or   its   authorized
representatives  to obtain full access to all files  and  records
relating   to   any  of  the  assets  of  GLOBAL  maintained   by
governmental  or other public authorities.  The exercise  of  any
rights of inspection by or on behalf of the Purchaser under  this
Section   6.1  shall  not  mitigate  or  otherwise   affect   the
representations and warranties of Vendor hereunder,  which  shall
continue  in  full force and affect as provided in  Section  5.1.
Purchaser acknowledges in accordance with Section 11.1 below that
the  information  and documentation that Vendor  is  required  to
disclose  to  Purchaser  under  Section  6  is  proprietary   and
essential  to Vendor's ability to carry on the Business  and,  as
such,  will  not  be  disclosed in any way by Purchaser  and  its
authorized  third party representatives without Global's  express
written.    Purchaser  further  acknowledges   any   unauthorized
disclose  of information and documentation as described above  by
Purchaser  and its authorized representatives will  cause  Global
serious and possibly irreparable damage to Global and Vendor, and
Vendor  will  be  entitle  to seek payment  and  other  good  and
valuable consideration from Purchaser for such damages.

6.2   Delivery of Books and Records.  At the Time of Closing  the
Vendor  shall  deliver  to the Purchaser all  of  the  books  and
records  of  and  relating  to  GLOBAL  and  the  Business.   The
Purchaser  agrees that it will preserve the books and records  so
delivered  to it for a period of six (6) years from  the  Closing
Date,  or for such longer period as is required by any applicable
law, and will permit the Vendor or its authorized representatives
reasonable access thereto in connection with the affairs  of  the
Vendor  relating to its matters, but the Purchaser shall  not  be
responsible  or liable to the Vendor for or as a  result  of  any
accidental loss or destruction of or damage to any such books  or
records.   The  Vendor and GLOBAL understand and expressly  agree
that the financial statements of GLOBAL shall be subject to audit
and  Purchaser and Purchaser's accountants and independent public
accounting firm shall be required to perform an audit on GLOBAL's
financial  statements,  on a consolidated  basis  with  those  of
Purchaser,  as  a  100% owned subsidiary of  Purchaser,  for  all
relevant  periods as may be required under the Federal securities
laws,  and  specifically  the rules  and  regulations  under  the
Securities Act of 1933, as amended (the "Act") and the Securities
Exchange Act of 1934, and Regulations S-K and SB.

6.3   Vendors'  Conduct  Prior to Closing:  Without  in  any  way
limiting any other obligations of the Vendor hereunder during the
period  from the date hereof to the Time of Closing (the "Interim
Period"):

     (a)  Conduct  Business  in the Ordinary Course.  The  Vendor
          shall  cause  GLOBAL to conduct the  Business  and  the
          operations  and affairs of GLOBAL in the  ordinary  and
          normal   course  of  business  consistent   with   past
          practice,  and the Vendor shall not, without the  prior
          written  consent  of the Purchaser or as  provided  for
          herein,  enter  into any transaction  or  refrain  from
          doing any action that would constitute a breach of  any
          representation, warranty, covenant or other  obligation
          of the Vendor contained herein and the Vendor shall use
          its  best  efforts to ensure that such  representations
          and  warranties remain true and correct in all material
          respects   during  the  Interim  Period,  and  provided
          further  that the Vendor shall not enter into or  amend
          and  shall ensure that there are not any amendments  to
          any Contracts with respect to GLOBAL (including without
          limitation,  any customers or suppliers),  without  the
          consent  of the Purchaser, which consent shall  not  be
          unreasonably withheld;

     (b)  Regulatory Consents. The Vendor shall obtain  or  cause
          GLOBAL  to  obtain at or prior to the Time  of  Closing
          (either  unconditionally or subject  to  no  conditions
          unacceptable   to   the   Vendor,   in   its   absolute
          discretion), from all appropriate federal,  provincial,
          state,  municipal or other governmental  or  regulatory
          bodies,  the  licenses, permits,  consents,  approvals,
          certificates,    registrations    and    authorizations
          described in Schedule 3.20;

     (c)       Contractual  Consents. The Vendor  shall  give  or
         obtain  or  cause GLOBAL to give or obtain the  notices,
         consents and approvals described in Schedule 3.20;

     (d)       Preserve Goodwill. The Vendor shall preserve,  and
         cause GLOBAL to preserve
         intact   the   Business   and  the   property,   assets,
         operations  and affairs of GLOBAL and to  carry  on  the
         Business   and  the  affairs  of  GLOBAL  as   currently
         conducted,   and  to  promote  and  preserve   for   the
         Purchaser  the  goodwill  of  suppliers,  customers  and
         others having business relations with GLOBAL;

     (e)  Discharge Liabilities. The Vendor shall cause GLOBAL to
          pay  and  discharge the liabilities of  GLOBAL  in  the
          ordinary  course in accordance and consistent with  the
          previous practice of GLOBAL, except those contested  in
          good faith by GLOBAL;

     (f)  Corporate  Action.  The Vendor  shall  take  and  cause
          GLOBAL  to  take all necessary corporate action,  steps
          and  proceedings to approve or authorize,  validly  and
          effectively,  the  execution  and  delivery   of   this
          Agreement   and  the  other  agreements  and  documents
          contemplated hereby and to complete the transfer of the
          Purchased  Shares  to the Purchaser and  to  cause  all
          necessary meetings of directors and shareholders of the
          Vendor and GLOBAL to be held for such purpose;

     (g)  Reasonable  Efforts. The Vendor shall  use  their  best
          efforts  to satisfy the conditions contained in Section
          7. 1.

     (h)  Restricted Actions.  The Vendor shall not permit GLOBAL
to:

          (i)  incur  any  indebtedness, obligations or liability
               or  make any payment in respect thereof except  in
               the ordinary course of business;

          (ii) acquire,  or  agree  to acquire additional  assets
               (except in the ordinary course of business);

          (iii)      enter  into  any contracts,  commitments  or
               transactions  pertaining to the Business,  except,
               unless  otherwise provided in this  Agreement,  in
               the ordinary course of business;

          (iv) increase  the wages or salaries or any other  form
               of remuneration, direct or indirect, of any of the
               employees  of  the  Business,  without  the  prior
               written approval of the Purchaser; or

          (v)  except  as herein otherwise provided, sell,  agree
               to  sell or otherwise dispose of any of the assets
               of  GLOBAL (other than items of inventory sold  in
               the ordinary course of business).

6.4   Purchaser's Conduct Prior to Closing: Without  in  any  way
limiting any other obligations of the Purchaser hereunder, during
the Interim Period-

     (a)  Regulatory Consents.  The Purchaser shall obtain, at or
          prior  to  the  Time of Closing, from  all  appropriate
          regulatory bodies, the licenses, permits, certificates,
          registrations, authorizations, consents and  approvals;
          and

     (b)  Reasonable Efforts.  The Purchaser shall use  its  best
          efforts  to satisfy the conditions contained in Section
          7.2.

6.5    Delivery  of  Closing  Documentation  of  the  Vendor  and
Corporation:  The  Vendor  shall  deliver  to  the  Purchaser   a
certificate  of status and a copy, certified by a senior  officer
of  GLOBAL  and  attested to by GLOBAL's secretary  respectively,
dated as of the Closing Date, of the compliance documents and by-
laws of GLOBAL and any documents to be provided by it pursuant to
the provisions hereof.  The Vendor shall also execute and deliver
or  cause to be executed and delivered to the Purchaser a copy of
such  other  documents relevant to the closing of the transaction
contemplated  hereby  as  the Purchaser, acting  reasonably,  may
request.

6.6   Additional Covenants of Vendors: The Vendor  shall,  on  or
before the Time of Closing:

     (a)  provide the Purchaser with a favorable opinion  of  the
          Vendor' Counsel in form satisfactory to the Purchaser's
          Counsel;

     (b)  execute  and  deliver  to  the  Purchaser,  in  a  form
          satisfactory to the Purchaser, a release of any and all
          claims the Vendor and their Associates may have against
          GLOBAL  save and except for such claims as are set  out
          in this Agreement or the Schedules thereto;

     (c)  deliver  the  corporate  seal, minute  book  or  minute
          books,  stock  record books and any and all  documents,
          records,  books,  instruments  and  agreements  of   or
          pertaining  to  GLOBAL,  its  capital  stock  and   the
          Business; and

     (d)  execute   and  deliver  to  the  Purchasers  employment
          agreements, consulting agreements, and any stock option
          plans  and  agreements, in the form attached hereto  as
          Schedule 6.6.

6.7   Delivery  of  Closing Documentation of the  Purchaser.  The
Purchaser shall deliver to the Vendor a certificate of status and
a  copy, certified by a senior officer of the Purchaser, attested
to by the Purchaser's secretary, dated as of the Closing Date, of
its  compliance  documents  and by-laws  and  of  the  resolution
authorizing  the  execution,  delivery  and  performance  by  the
Purchaser  of this Agreement and any documents to be provided  by
it  pursuant to the provisions hereof.  The Purchaser shall  also
execute and deliver or cause to be executed and delivered a  copy
of  each of such other documents relevant to the closing  of  the
transaction contemplated hereby as the Vendor, acting reasonably,
may request.

6.8  Default: Each Party hereto shall give notice to the other of
     any default of any
provision of this Agreement by the other Party or any breaches of
representations  and  warranties  of  the  other  Party  to  this
Agreement, promptly upon becoming aware thereof.

ARTICLE VII
CONDITONS OF CLOSING

7.1   Conditions of Closing in Favor of the Purchaser:  The  sale
and  purchase of the Purchased Shares is subject to the following
terms  and conditions for the exclusive benefit of the Purchaser,
to be fulfilled or performed at or prior to the Time of Closing:

     (a)  Representations  and  Warranties.  The  representations
          and   warranties  of  the  Vendor  contained  in   this
          Agreement shall be true and correct in all respects  at
          the time of Closing, with the same force and effect  as
          if such representations and warranties when made at and
          as  of such time, and a certificate of Vendor dated the
          Closing  Date to that effect shall have been  delivered
          to  the Purchaser, such certificates to be in form  and
          substance   satisfactory  to  the   Purchaser,   acting
          reasonably;

     (b)  Covenants.   All of the terms, covenants and conditions
          of  this Agreement to be complied with or performed  by
          Vendor at or before the Time of Closing shall have been
          complied  with or performed in all respects  (each  and
          every  one  of which is hereby deemed to be a condition
          of  closing) and a certificate of the Vendor dated  the
          Closing  Date to that effect shall have been  delivered
          to  the  Purchaser, such certificate to be in form  and
          substance   satisfactory  to  the   Purchaser,   acting
          reasonably;

     (c)  Regulatory  Consents.  There shall have been  obtained,
          from all appropriate federal, state, municipal or other
          governmental  or administrative bodies, such  licenses,
          permits,     consents,     approvals,     certificates,
          registrations and authorizations as:

          (i)  are  required  to  be obtained by  the  Vendor  to
               permit  the  change of ownership of the  Purchased
               Shares  contemplated hereby and  to  complete  the
               transactions   provided  for   herein   including,
               without  limitation, those described  in  Schedule
               3.20,   in   each  case  in  form  and   substance
               satisfactory  to the Purchaser acting  reasonably;
               and

          (ii) are  required  to  be obtained by  the  Purchaser,
               including  without limitation, those described  in
               Schedule  4.3, in each case in form and  substance
               satisfactory to the Purchaser acting reasonably.

     (d)  Contractual  Consents.  The Vendor shall have  obtained
          in  a  form satisfactory to the Purchaser, the notices,
          consents and approvals described in Schedule 3.20,  and
          all  other  consents and/or waivers under the Contracts
          that are required,

     (e)  Material  Adverse  Change.  There shall  have  been  no
          material adverse change in the condition (financial  or
          otherwise),  assets, liabilities, operations,  earnings
          on business of GLOBAL since December 31, 1999;

     (f)  No Action or Proceeding.  No legal or regulatory action
          or  proceeding  shall be pending or threatened  by  any
          person to enjoin, restrict or prohibit the purchase and
          sale of the Purchased Shares contemplated hereby;

     (g)  No  Material  Damage.  No material damage  by  fire  or
          other  hazard to the whole or any material part of  the
          property  or assets of GLOBAL shall have occurred  from
          the date hereof to the Time of Closing;

     (h)  Due  Diligence.  The Purchaser shall have completed its
          due  diligence review of the assets, property, business
          and  financial condition of GLOBAL and the Business and
          shall  be satisfied with the results thereof, including
          the  results of the independent evaluation opinion  and
          the report of such person prepared for and delivered to
          Purchaser  and the ability of the independent  auditors
          of  Purchaser  to conduct an audit of GLOBAL,  for  the
          purpose of completing in a timely manner the audit on a
          consolidated  basis  of  the  financial  statements  of
          GLOBAL and Purchaser for the fiscal year ended December
          31,  1999  and such other period as may be required  by
          Regulation S-K;

     (i)  Directors and Officers of GLOBAL.  The Purchaser  shall
          have  the  right to name a director of  the  Vendor  at
          Closing.  The current management of GLOBAL shall retain
          the  right to appoint all other directors and  officers
          of GLOBAL;

     (j)   Board  Approval.  This Agreement and the  transactions
     contemplated by this
          Agreement  shall  have been approved by  the  board  of
          directors of the Purchaser;

     (k)  Evaluation Opinion.  The Purchaser shall have  received
          an   evaluation   opinion  in  form   satisfactory   to
          Purchaser  confirming the value of GLOBAL necessary  to
          determine the Purchase Price and shall be satisfied  in
          its discretion with such opinion;

     (l)  Legal Matters.  All actions, proceedings, instruments and
          documents required to implement this Agreement, or instrumental
          thereto, and all legal matters relating to the purchase of the
          Purchased Shares including title of the Vendor to the Purchased
          Shares, shall have been approved as to form and legality by
          Purchaser's Counsel;

     (m) Third  Party  Arrangements.  Purchaser will disclose  to
          GLOBAL  and  Vendor all employment, consulting  and  of
          counsel agreements and arrangements, all of which  have
          been  delivered to and  reviewed by GLOBAL through  the
          date  of  this  Agreement.  GLOBAL and Vendor  together
          with  Purchaser  will  review  any  other  Third  Party
          Arrangements   of   Purchaser.   After   such   review,
          Purchaser, Global and Vendor will mutually approve  and
          ratify  any new agreements and arrangements as part  of
          this Agreement.

If  any of the conditions contained in this Section 7.1 shall not
be  performed or fulfilled at or prior to the Time of Closing  to
the   satisfaction  of  the  Purchaser,  acting  reasonably,  the
Purchaser  may, by notice to the Vendor, terminate this Agreement
and  the  obligations of the Vendor and the Purchaser under  this
Agreement, other than the obligations contained in Sections 11.1,
11.2, 11.3, 11.4 and 11.5.

7.2   Conditions of Closing in Favor of the Vendor: The  purchase
and  sale  of  the Purchased Shares is subject to  the  following
terms and conditions for the exclusive benefit of the Vendor,  to
be fulfilled or performed at or prior to the time of Closing.

     (a)  Representations  and  Warranties.  The  representations
          and  warranties  of  the purchaser  contained  in  this
          Agreement shall be true and correct in all respects  at
          the Time of Closing, with the same force and effect  as
          if such representations and warranties were made at and
          as  of such time, and a certificate of a senior officer
          of  the Purchaser dated the Closing Date to that effect
          shall   have   been  delivered  to  the  Vendor,   such
          certificate to be in form and substance satisfactory to
          the Vendor, acting reasonably;

     (b)  Covenants.   All of the terms, covenants and conditions
          of  this Agreement to be complied with or performed  by
          the  Purchaser  at or before the Time of Closing  shall
          have  been  complied with or performed in all  respects
          (each and every one of which is hereby deemed to  be  a
          condition  of  closing)  and  a  certificate   of   the
          Purchaser  dated the Closing Date to that effect  shall
          have been delivered to the Vendor, such certificate  to
          be  in  form and substance satisfactory to the  Vendor,
          acting reasonably;

     (c)  Regulatory  Consents.  There shall have been  obtained,
          from  all appropriate federal, state, and municipal  or
          other  governmental  or  administrative  bodies,   such
          licenses,  permits, consents, approvals,  certificates,
          registrations and authorizations as:

          (i)  are  required by law to be obtained by the  Vendor
               to permit the change of ownership of the Purchased
               Shares   contemplated   hereby   including   those
               described in Schedule 3.20; and,

          (ii) are  required  to  be obtained by  the  Purchaser,
               including without limitation.

     (d)  No Action or Proceeding.  No legal or regulatory action
          or  proceeding  shall be pending or threatened  by  any
          person to enjoin, restrict or prohibit the purchase and
          sale of the Purchased Shares contemplated hereby; and

     (e)  Legal  Matters.  All actions, proceedings,  instruments
          and  documents required to implement this Agreement  or
          instrumentals thereto, shall have been approved  as  to
          form  and  legality  by  the Vendors'  Counsel,  acting
          reasonably.

     (f)  Initial  Working  Capital.  The  Purchaser  shall  have
          arranged  financing, on terms acceptable to the  Vendor
          and Purchaser for a maximum amount of $2,000,000 to  be
          used for initial working capital purposes for GLOBAL in
          accordance with the Business Plan;

     (g)  Business  Plan.  The Purchaser shall have accepted  the
          form  and  substance  of GLOBAL's Business  Plan   (the
          "Business Plan") for GLOBAL for 2000;

     (h)  Management  of GLOBAL.  The management of GLOBAL  shall
          remain  with the Vendor with total operational  control
          in accordance with the Business Plan.

     (i)  Third  Party Arrangements.  Purchaser shall acknowledge
          and  ratify  all employment, consultant and of  counsel
          arrangements, as they exist at the date of Closing, and
          Vendor  represents that it has delivered copies of  all
          such  agreements, and Purchaserhereby consents  to  the
          continuation  of  such agreements and arrangements,  as
          well   as   the   execution  of  new   agreements   and
          arrangements, provided that they are provided  for  and
          are consistent with the Business Plan.

     (j)    Election  to  Board of Directors of  Purchaser.   The
          Vendor  shall be granted one (1) seat to the  Board  of
          Purchaser  at  the Closing Date.  The Vendor  shall  be
          entitled  to  one (1) seat until such  time  as  GLOBAL
          shall  achieve gross collected revenues from operations
          of  at  least $5,000,000. At such time as GLOBAL  shall
          reach gross sales collected revenues from operations of
          at  least  $5,000,000,  Vendor  shall  be  entitled  to
          designate two additional persons to serve as members of
          Purchaser's board of directors.

If  any of the conditions contained in this Section 7.2 shall not
be  performed or fulfilled at or prior to the Time of Closing  to
the  satisfaction  of the Vendor, acting reasonably,  the  Vendor
may, by notice to the Purchaser, terminate this Agreement and the
obligations of the Vendor and the Purchaser under this Agreement,
other  than  the  obligations contained in Sections  11.1,  11.2,
11.3, 11.4 and 11.5.

ARTICLE VIII
CLOSING ARRANGEMENTS AND CONDUCT AFTER CLOSING

8.1   Place of Closing.- The closing shall take place at the Time
of  Closing  at  the  offices  of counsel for Vendor.

8.2   Transfer: At the Time of Closing, upon fulfillment  of  all
the  conditions set out in Article VII that have not been  waived
in  writing  by  the Purchaser or the Vendor,  the  Vendor  shall
deliver   to  the  Purchaser  certificates  respecting  all   the
Purchased Shares, duly endorsed in blank for transfer,  and  will
cause  transfers of such shares to be duly and regularly recorded
in  the  name  of the Purchaser and will cause a meeting  of  the
board  of  directors of GLOBAL to be held, at which the directors
and  officers  of  GLOBAL will reconfirm their directorships  and
officer  positions and whereupon, subject to all other terms  and
conditions  hereof being complied with, payment of  the  Purchase
Price shall be paid and or delivered  to the Vendor in the manner
provided  in Section 2.3 hereof and the Payment Shares  shall  be
delivered to the Purchaser's Counsel.

8.3   Further  Assurances. Each Party shall, from  time  to  time
subsequent to the Closing Date, at the request and expense of the
requesting   Party,  execute  and  deliver  all  such  documents,
including,  without limitation, all such additional  conveyances,
transfers,  consents and other assurances and do all  such  other
acts and things as any other party hereto, acting reasonably, may
from  time to time request be executed or done in order to better
evidence or perfect or effectuate any provision of this Agreement
or  of any agreement or other document executed pursuant to  this
Agreement  or  any of the respective obligations intended  to  be
created  hereby or thereby.  The Vendor will cooperate  with  the
Purchaser in connection with the preparation by the Purchaser  of
any  financial  statements for GLOBAL for  any  period  prior  to
Closing  Date  and  subsequent to the Closing Date  in  order  to
permit  Purchaser  to  complete  the  filing  with  the  SEC   of
Purchaser's  Annual Report on Form 10-KSB and such Quarterly  and
other  Reports  as  may be required under the Federal  securities
laws

ARTICLE IX
INDEMNIFICATON

9.1   Indemnification  by the Vendor: The  Vendor  shall  and  do
hereby jointly and severally agree to indemnify and hold harmless
the  Purchaser  from  all  Losses suffered  or  incurred  by  the
Purchaser  or  GLOBAL  as  a result of  or  arising  directly  or
indirectly out of or in connection with:

     (a)  any  breach by the Vendor of or any inaccuracy  of  any
          representation or warranty of the Vendor  contained  in
          this  Agreement  or  in any agreement,  certificate  or
          other document delivered pursuant hereto provided  that
          the  Vendor shall not be required to indemnify or  save
          harmless  the  Purchaser in respect of  any  breach  or
          inaccuracy of any representation or warranty unless the
          Purchaser  shall have provided notice to the Vendor  in
          accordance  with  Section  9.3  on  or  prior  to   the
          expiration  of  the applicable time period  related  to
          such  representation and warranty set  out  in  Section
          5.1; and

     (b)  any  breach  or  nonperformance by the  Vendor  of  any
          covenant  to  be performed by it that is  contained  in
          this  Agreement  or  in any agreement,  certificate  or
          other document delivered pursuant hereto.

9.2   Indemnification by the Purchaser. The Purchaser  shall  and
does  hereby agree to indemnify and hold harmless the Vendor from
all  Losses suffered or incurred by the Vendor as a result of  or
arising directly or indirectly out of or in connection with:

     (a)  any breach by the Purchaser of or any inaccuracy of any
          representation or warranty contained in this  Agreement
          or  in  any agreement, instrument, certificate or other
          document  delivered pursuant hereto provided  that  the
          Purchaser  will not be required to indemnify  and  save
          harmless  the  Vendor  in  respect  of  any  breach  or
          inaccuracy of any representation or warranty unless the
          Vendor  shall have provided notice to the Purchaser  in
          accordance  with Section 9.3 on or prior to  expiration
          of   the   applicable  time  period  related  to   such
          representation and warranty set out in Section 5.1; and

     (b)  any  breach or non-performance by the Purchaser of  any
          covenant  to  be performed by it that is  contained  in
          this  Agreement  or  in any agreement,  certificate  or
          other document delivered pursuant hereto.

9.3   Notice  Provisions.  Any notice required to be given  under
Sections 9.1 and 9.2 above shall be given as provided in  Section
11.2 below.

ARTICLE X
TERMINATION

10.1  Termination: This Agreement may be terminated at  any  time
prior  to the Time of Closing by the mutual consent of the Vendor
and the Purchaser or as otherwise provided in this Agreement.

10.2  Procedure  and  Effect  of Termination:  In  the  event  of
termination  of  this Agreement pursuant to  Section  10.1,  this
Agreement shall become void and have no force or effect.

ARTICLE XI
MISCELLANEOUS

11.1  Confidentiality  of Information:  In  the  event  that  the
transactions  contemplated herein are  not  consummated  for  any
reason, and except as otherwise authorized by the Vendor, neither
the  Purchaser nor its representatives, agents or employees shall
disclose   to   third  parties,  directly  or   indirectly,   any
confidential information or confidential data relating to  GLOBAL
or   the   Business   discovered  by   the   Purchaser   or   its
representatives  as  a  result of the Vendor  and  GLOBAL  making
available   to   the   Purchaser  and  its  representatives   the
information requested by them in connection with the transactions
contemplated herein.

11.2 Notices:

     (a)  Any notice or other communication required or permitted
          to  be given hereunder shall be in writing and shall be
          delivered  in  person  or transmitted  by  telecopy  or
          similar  means  of  recorded  electronic  communication
          addressed as follows:

          (i)  if to Vendor:
          Ms. Vivian Manevich,
          Chairman of the Board and President
          Global Transmedia Communications Corporation
          Suite 820
          444 Brickell Avenue,
          Miami, Florida  33131

          Telecopier No.: 1-305-579-9930
          Email: vmfl@mindspring.com

          (ii) if to the Purchaser:
          Jerrold R. Hinton
          Chairman  of  the Board, President and Chief  Executive
     Officer
          American Diversified Group, Inc.
          110 North Center Street, Suite 202
          Hickory, NC 28601
          Telecopier No.: 1-828-322-3798
          Email: _ HYPERLINK mailto:adgi@abts.net ___

          With a copy to:
          Thomas J. Craft, Jr., Esq.
          301 Clematis Street, Suite 3000
          The Galleria Building
          West Palm Beach, FL 33401

          Telecopier: 1-561-655-3202
          Email: gics@irean.com

     (b)  Any  such notice or other communication shall be deemed
          to  have been given and received on the day on which it
          was delivered or transmitted (or, if such day is not  a
          Business Day, on the next following Business Day).

     (c)  Any  Party  may  at  any time change  its  address  for
          service from time to time by giving notice to the other
          Parties in accordance with this Section 11.2.

11.3  Commissions:  The Vendor and GLOBAL  shall  and  do  hereby
indemnify  and hold harmless the Purchaser from and  against  all
losses  suffered or incurred by the Purchaser in respect  of  any
commission or other remuneration payable or alleged to be payable
to  any broker, agent or other intermediary who has acted for  or
on behalf of the Vendor or GLOBAL.

11.4  Public Announcements: The Parties shall consult  with  each
other before issuing any press release or making any other public
announcement  with respect to this Agreement or the  transactions
contemplated hereby and, except as required by any applicable law
or  regulatory requirement, neither the Vendor nor the  Purchaser
shall  issue  any  such  press release or make  any  such  public
announcement  without  the prior written consent  of  the  other,
which consent shall not be unreasonably withheld or delayed.

11.5  Successors and Assigns: This Agreement shall enure  to  the
benefit of and shall be binding on and enforceable by the Parties
and,  where  the  context  so permits, their  respective,  heirs,
successors  and permitted assigns.  Subject to the following,  no
Party  may  assign  any  of its rights or  obligations  hereunder
without   the  prior  written  consent  of  the  other   Parties.
Notwithstanding  the  foregoing, the  Purchaser  may  assign  its
rights  under this Agreement in whole or in part to an Affiliate;
provided, however, that any such assignment shall not relieve the
Purchaser  from  any  of  its  obligations  hereunder,  and   the
Purchaser  has  obtained prior written approval from  the  Vendor
which approval will not be unreasonably withheld.

11.6   Counterparts:   This  Agreement   may   be   executed   in
counterparts, each of which shall constitute an original and  all
of  which  taken  together  shall constitute  one  and  the  same
instrument.

11.7  Entire  Agreement:  This Agreement constitutes  the  entire
agreement between the Parties with respect to the subject matter-
hereof  and  supersedes  all  prior  agreements,  understandings,
negotiations and discussions, whether written or oral.  There are
no conditions, covenants, agreements, representations, warranties
or other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject manner hereof except as herein
provided.

11.8  Time  of  Essence: Time shall be of  the  essence  of  this
Agreement.

11.9   Applicable  Law:  This  Agreement  shall   be   construed,
interpreted  and enforced in accordance with, and the  respective
rights  and obligations of the parties shall be governed by,  the
laws  of  the State of Florida, and each Party hereby irrevocably
and unconditionally submits to the jurisdiction of the courts  of
competent jurisdiction to hear appeals there from.

11.10      Severability: If any provision of  this  Agreement  is
determined to be invalid or unenforceable by an arbitrator  or  a
court of competent jurisdiction from which no further appear lies
or  is  taken, that provision shall be deemed to be severed  here
from, and the remaining provisions of this Agreement shall not be
affected thereby and shall remain valid and enforceable.

11.11      Amendment and Waivers: No amendment or waiver  of  any
provision of this Agreement shall be binding on any Party  unless
consented  to  in  writing  by such Party.   Any  waiver  of  any
provision of this Agreement shall not constitute a waiver of  any
other  provision,  nor shall any waiver constitute  a  continuing
waiver unless otherwise expressly provided.

11.12     Costs: Each of the Parties shall be responsible for all
costs  (including  legal  costs and fem  of  investment  advisors
retained  by  any of the Parties) incurred by them in  connection
with the preparation of this Agreement and the completion of  the
transactions contemplated hereby.

IN  WITNESS  WHEREOF  this Agreement has  been  executed  by  the
Parties.

American   Diversified  Group,  Inc.          Global   Transmedia
Communications
                              Corporation

By  Its:  President and Chairman               By Its:  President
and     Chairman     By:____________________________          By:
_____________________________
     Jerrold R. Hinton                  Vivian Manevich


By Its: Secretary                  By Its: Secretary
By: ________________________       By: ______________________
     Thomas J. Craft, Jr.                    Vivian Manevich

Corporate Seal                     Corporate Seal


By The Vendor

__________________________________
Vivian Manevich Controlling Shareholder and on behalf
of all remaining Shareholders






EXHIBIT 23

Consent of Dohan and Company




CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  hereby consent to the use of our report dated March 30,  2000
related  to  the  financial statements  of  American  Diversified
Group, Inc. for the year ended December 31, 1999 and 1998 in  the
Annual Report on Form 10-KSB.


_______________________
Dohan and Company, P.A.

Dated:    March 30, 2000
     Miami, FL