MASTERPIECE TECHNOLOGY GROUP, INC.
  (Exact name of registrant as specified in its
   charter)

  Utah
  (State or other jurisdiction of incorporation
  or organization)91-179-3053
  (I.R.S. Employer Identification Number)
                     455 Wards Corner Road, Suite 700
  Loveland, Ohio 45140
  (Address of Principal Executive Offices, including
   ZIP Code)

       10655 NE 4th St, Suite 707
          Bellevue, WA 98004
           (Former address)

  Registrant's telephone number, including area code:
       (513) 831-6647

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

  Title of each class
  Common Name of Each exchange on which registered
  National Association of Securities Dealers
  Securities registered pursuant to Section 12(g) of the Act:
  _________________________________

       Indicate by check mark whether the
   Registrant (1) has filed all reports required to be
   filed by Section 13 or 15(d) of the Securities
   Exchange Act of 1934 during the preceding 12
   months (or for such shorter period that the
   registrant was required to file such reports), and (2)
   has been subject to such filing requirements for the
   past 90 days.
            Yes    _____       No X

       Indicate by check mark if disclosure of
   delinquent filers pursuant to item 405 of Regulation
   S-K is not contained herein, and will not be
   contained, to the best of registrants's knowledge, in
   definitive proxy or information statements
   incorporated by reference in part III of this Form
   10-K or any amendment to this Form 10-K.    [X]

       The aggregate market value of voting stock
   held by non-affiliates of the Registrant as of July 1,
   1999 was approximately $15,156,888.

       On July 1, 1999, approximately 2,526,148
   shares of the Registrant's Common Stock, $.01 par
   value, were outstanding.

  Documents Incorporated by Reference

       (1)  Financial Statements for March 31,
   1999 and 1998

       (2)  Except for the historical information
   presented, the matters discussed in this Form 10-K
   include forward-looking statements that involve
   risks and uncertainties.  The Company's actual
   results could differ materially from those discussed
   herein.  Factors that could cause or contribute to
   such differences include, but are not limited to,
   those discussed under the caption "Factors That
   May Affect Future Results" under "Management's
   Discussion and Analysis of Financial Condition and
   Results of Operations" in the Company's 1999
   Financial Statements, which is incorporated by
   reference in this Amended Form 10-K.

                PART I

  Item I.  Business

       Introduction

       Masterpiece Technology Group, Inc. (the "Company") is
  a Utah Corporation.  Prior to October 31, 1997, the Company
  was a Washington corporation with offices located in
  Bellevue and Tacoma, Washington. On October 31, 1997, the
  Company merged in a reverse merger transaction into a
  publicly held company by the name of US Mining Company,
  Inc., a Washington corporation.  Upon closing this
  transaction on November 15, 1997, US Mining Company, Inc.
  changed its name to Global Digital Information, Inc.  The
  Board of Directors of US Mining (now The Company) resigned,
  and the shareholders elected the current Board of Directors
  of the Company.   The Company changed its name to
  Masterpiece Technology Group, Inc. on June 11, 1999.
  Since the name change occurred after the year-end date,
  the independent auditors report refers to Global Digital Information, Inc.
  The Company subsequently merged with Masterpiece Medical, a
  Delaware company on June 22, 1999. The current officers of
  the Company were reappointed by the Board of Directors.

      The Company

       The Company designs, develops, markets and supports
  medical document management systems and personal
  productivity software which facilitates the recording,
  imaging, manipulation, distribution and storage of paper-
  based medical information on personal and network computers
  using Microsoft Windows and Windows NT operating systems.

       In September, 1997, the Company released its flagship
  product "Masterpiece EMR"(formerly known as Cadusys) at the annual
  Microsoft Healthcare Users Group (MS-HUG) convention in Las Vegas.
  "Masterpiece EMR" is a state -of-the-art electronic patient
  record that seamlessly interfaces with existing medical
  billing software allowing today's healthcare professional
  instant multi-user access to "realtime refreshed" outcome-
  based patient data. "Masterpiece EMR" is a 32-bit,
  client/server clinical information software package that
  collects and stores patient data during the creation of the
  clinical narrative.  The Masterpiece EMR product offers improved
  quality of care, instant access to patient charts, reduced
  information costs, increased revenues, instant outcomes,
  instant connectivity, flexibility and ease of use, as well
  as specific clinical and medical/legal benefits.
  "Masterpiece EMR" is sold to health care organizations
  including, but not limited to, single and multi-doctor
  practices, clinics, health care organizations and small
  hospitals.  The primary target markets are medium to large
  medical clinics, Independent Provider Associations,
  Preferred Provider Organizations and Health Maintenance
  Organizations.  Annual client savings in excess of one-half
  million dollars per installation are attainable in these
  target accounts.

       The Company's products use peripherals and
  applications commonly found on personal and network
  computers that transform the PC into a personal and network
  paper-free office management and productivity software
  system for large or small office or home office ("SOHO")
  medical professionals.  Through the use of multimedia
  databases, the Company's applications convert paper
  documents to digital information for electronic filing,
  faxing, editing scanning, printing, sending and retrieving
  of paper-based documents by electronic mail.  All of the
  Company's applications employ scanning and image
  compression engines that convert scanned or faxed documents
  and images to editable text compatible with most word
  processors and desktop publishers.

        Background Information

       Masterpiece Medical commenced operations in 1983 and
  is a provider of comprehensive record information systems
  to industry in general as well as to independent
  physicians, independent physician associations ("IPAs"),
  management service organizations ("MSOs"), physician
  practice management organizations ("PPMs"), managed care
  organizations and other providers of health care services
  in the United States.  The Company develops, markets and
  supports the Company's record management systems, which
  addresses the financial, administrative, clinical and
  management needs of multiple marketplaces.  The Company's
  system has been implemented in a wide variety of practice
  settings from small groups to Fortune 100 companies.  The
  Company also sells related hardware, implementation
  services and maintenance contracts.  While the majority of
  its sales are North American in scope, the Company also
  sells internationally.  Its customers are Fortune 1000
  class companies and similar sized governmental entities.
  The Company has over 300 accounts primarily in the
  manufacturing, medical, government, service, utilities and
  financial industries.  While the Company's core market
  consists of records management software, the product can
  include such technologies as electronic document management
  and imaging.   Application software for this rapidly
  growing industry is experiencing double-digit increases
  each year.  This industry is driven by continued corporate
  investment in new technology.

        Global Digital Information, Inc. was founded by
   Jeffrey Beneson to create a platform for growth
   through acquisition of the most promising
   technologies and products that lend themselves to
   the process of  digital convergence and commerce.

        Products

  Masterpiece  EMR

  To provide return on investment an EMR must be first be
  easy to use and achieve physician acceptance. Masterpiece
  EMR offers unprecedented versatility and ease of use.  With
  a tab environment that uses drill down navigation and pen
  based or touch screen technology the system performs all
  aspects of patient record management for a physician's
  office.  The entire patient encounter is documented and
  managed on a system that supports dynamic, customizable
  knowledge bases to build a seamless patient record.

  The user may also define guidelines and protocols that take
  into account health plan requirements and the providers'
  own experience and perspective.

  The exclusive visual builder feature allows the physician
  to create comprehensive problem lists and chart notes in
  seconds. Prescriptions can be filled, refilled and
  transmitted electronically improving speed, accuracy and
  legibility.  The system not only automates routines but
  also triggers events such as follow up care. It offers
  flexibility and reporting capabilities not found in other
  systems.  By tracking and recording all key clinical data,
  the Masterpiece EMR provides and complete and accurate view
  of treatment histories.

  With the advanced security system the provider determines
  and assigns who has access to patient records and what part
  of those records each individual may see and use.  An
  override feature is also available that tracks the time and
  identity of an individual that breaks security due to an
  emergency.


  Masterpiece EMR Intellectual Property

       The company has copyrighted its medical records
       software program called Masterpiece EMR. No
       assurances can be given that the foregoing copyright
       and trademarks issued by the United States Trademark
       and Patent Office will afford the Company any
       meaningful protection against third parties. The
       Company also has a patent pending for the Masterpiece
       EMR as it applies to ERISA Regulations.

       The Company has entered into a Merger Agreement with Maplecrest, Inc.,
   a privately-held software company that has steadily grown into a full
   service systems provider of innovative Internet and Intranet business
   solutions with an emphasis in print automation.  Maplecrest, founded in 1990
   and based in Danbury, Connecticut, is recognized for its ability to
   streamline information flow from the sales office to the back office.  The
   merger is expected to be complete by December 1, 1999.

   The Company develops, markets and supports the Company's record management
   systems, which addresses the financial, administrative, clinical and
   management needs of multiple marketplaces.  The Company's system has been
   implemented in a wide variety of practice settings from small groups to
   Fortune 100 companies.  The Company also sells related hardware, implentaion
   services and maintenance contracts.  While the majority of its sales are
   North American in scope, the Company also sells internationally.  Its
   customers are Fortune 1000 class companies and similar sized governmental
   entities.  The Company has over 300 accounts primarily in the manufacturing,
   medical, government, service, utilities and financial industries.  While the
   Company's core market consists of records management software, the product
   can include such technologies as electronic document management and imaging.
   Application software for this rapidly growing industry is experiencing
   double-digit increases each year.  This industry is driven by continued
   corporate investment in new technology.

        Financial Information about Industry
   Segments, Backlog, etc.

        The financial statements required by this
   item are included in the Company's 1999 Financial
  Statements and are incorporated by reference.

  Item 2.  Properties

        The Company's executive offices are
   located in Loveland, Ohio.  The Company has a
   sales/development office located in Danbury, Connecticut,
  which creates and promotes the software products. A
  customer support and product testing office is located in
  Jacksonville, Florida.

  Item 3.  Legal Proceedings

       Apparantely a lawsuit has been filed against the Company by a
  shareholder, Russell Koch, for enforcement of an option agreement.  Management
  has not seen this lawsuit and cannot therefore comment on its content or
  validity, but intends to vigorously defend against the allegations.

  Item 4.  Submission of Matters to a Vote of
   Security Holders

        The following matters were submitted to a
   vote of the Company's security holders during the
   fourth quarter of its fiscal year ended March 31, 1999:


  Date and Type of Meeting


          No matters were voted on during the fourth quarter of the Company's
   fiscal year.



               PART II

  Item 5.  Market for Registrant's Common Equity
   and Related Stockholder Matters

       The Company is currently trading, OTC, on
   the Nationals Association of Securities Dealers
   with the high bid at $1.50 per share and the low bid
   of $.10 per share during the last quarter.  Additional
   information required by this item may be found in
   the Company's 1999 Financial Statements and is
   incorporated herein by reference.

  Item 6.  Selected Financial Data

       The information required by this item is set
   forth in the Company's 1999 Financial Statements
   and is incorporated herein by reference.

  Item 7.  Management's Discussion and Analysis
   of Financial Condition and Reports of
   Operation

       The information required by this item is set
   forth in the Company's 1999 Financial Statements
   and is incorporated herein by reference.

  Item 8.  Financial Statements and Supplemental
   Date

       The consolidated financial statements
   required by this item are included in the Company's
  1999 Financial Statements and are incorporated by
   reference.  With the exception of the
  aforementioned information and the information
   incorporated in Items 5, 6 and 7, the Company's
  1999 Financial Statements is not to be deemed filed
   as part of this Form 10-k Annual Report.  The
   report of the Company's Independent Auditors on
   the Company's consolidated financial statements is
   included in the Company's 1999 Financial
   Statements and is incorporated by reference.  The
   report of the Company's Independent Auditors on
   the financial statement schedule required by this
   item is included herein.

  Item 9.  Changes in and Disagreements with
   Accountants on Accounting Financial Disclosure



              PART III

  Item 10.  Directors and Executive Officers of the
   Registrant

  Newell Crane
  B.S, M.B.A., Ph.D.

  Dr. Crane brings 29 years of experience in the medical
  field ranging from pharmaceuticals to clinical software.
  In 1969, Dr. Crane began his career with Searle
  Pharmaceuticals. In 1983 while still with Searle
  Pharmaceuticals and as part of a drug research project, Dr.
  Crane joined the Pharmacy Department at the University of
  Cincinnati as assistant professor of Pharmacy with
  responsibility for research grants and graduate studies at
  the Masters and Doctorate level for Business & Pharmacy.
  In  1984, Dr. Crane founded Del Crane Medical Corporation &
  Cold Jet, Inc.  The Cold Jet Company manufactures
  specialized industrial carbon dioxide blasting and cleaning
  equipment.  Dr. Crane has guided the company's growth to a
  #1 position in the world with distribution in 20 countries.
  Cold Jet can be found on the Web at www.coldjet.com.  At
  the same time Dr. Crane founded Del Crane Medical, a
  company that provides billing services and medical supplies
  to patients in nursing homes.  Del Crane has provided
  product, billing services and clinical software to over
  1,000 nursing homes in the US.  In 1994, Dr. Crane founded
  Masterpiece Medical to provide clinical software to the
  physician marketplace.  Del Crane and Masterpiece Medical
  can be found on the Web at www.del-crane.com.

  Morris Gorelick

  Mr. Gorelick brings over 50 years experience in business
  and finance to Global Digital.  After attending the
  University of Washington School of Pharmacology, Mr.
  Gorelick founded and continues to operate Thrifty Plumbing
  Supply of Seattle for over 40 years.  Additionally, he is a
  co-founding financier in Starbucks, Triadd Software
  (document storage), Transwest Communications (telephone
  interconnection), Ultra Vection International (home
  electronics), and Medical Research and Marketing.

  Dave Leytze
  B.A., M.B.A.
       Mr. Leytze has over 30 years experience in the
  financial community dealing with investment and management
  of several significant organizations and investment
  management for personal, corporate, and retirement Funds.
  He has approximately $25 million under management.  Mr.
  Leytze specializes in conservative equity and debt
  securities for increase and growth, and precious metals
  investments as a hedge against monetary and inflation
  problems.  He has served as Investment Banking Lead and/or
  Participant in capital formation for various small-cap and
  start-up companies.  Currently, he is associate Instructor
  College of Mount Saint Joseph, Cincinnati, Ohio teaching
  Money & Banking, Corporate Finance, and Investments.  Other
  Directorships that he holds are Metro Recycling,
  Cincinnati, Ohio, Revere Coal Reclamation Co. Inc., PA,
  and Golden Quest, Las Vegas, NV.




  William Coyne, M.D.

  Margaret Crane

  Rich Gresset

  Robin Hirschfield


  Item 11.  Executive Compensation

       Other than information provided in the
   Company's 1999 Financial Statements incorporated
  herein, executive officers and directors have
   received no other compensation.

  Item 12.  Security Ownership of Certain
   Beneficial Owners and Management
  <TABLE>
  <CAPTION>
  Title of Class   (1) Name and     (2) Amount and        (3)Percent of Class
                      Address of       Nature of
                  Beneficial Owner   Beneficial Ownership
  <S>   <C>


  Common         Margaret Crane        400,000 Issued Shares       15.8%
            5475 William Henry Harrison Ln.
             Cincinnati, Ohio  45143


  Common         Newell D. Crane,     400,000 Issued Shares        15.8%
           President, C.E.O. Director
          5475 William Henry Harrison Ln.
             Cincinnati, Ohio  45143

  Common     Clarissa Wiswell Trust   380,000 Issued Shares        15%
          5475 William Henry Harrison Ln.
             Cincinnati, Ohio  45143

  Common      Ruth Breslow Trust     380,000 Issued Shares          15%
            5475 William Henry Harrison Ln.
              Cincinnati, Ohio  45143


  Common        Morris Gorelick,     19,457 Issued Shares           .08%
                 Director
                13212 NE 16th
               Bellevue, WA 98005
  </TABLE>
  Item 13.  Certain Relationships and Related Transactions

       Not applicable.

               PART IV

  Item 14.  Exhibits, Financial Statement
   Schedules, and Reports on Form 8-K

  The following documents are filed as part of this
   Form 10-K Annual Report:

  1)   Financial Statements

  
<PAGE>
  GLOBAL DIGITAL INFORMATION, INC.

  FINANCIAL STATEMENTS

  MARCH 31, 1999


























  
<PAGE>
  GLOBAL DIGITAL INFORMATION, INC.

  MARCH 31, 1999


  CONTENTS

                                                                       Page


  Accountant's Report                                                     1

  Balance Sheet                                                           2

  Statement of Earnings(Deficit) and Retained Deficit
       For the Year ended MARCH 31, 1999                                  3

  Statement of Shareholders' Equity MARCH 31, 1999                        4

  Statement of Cash Flows For the Year
  ended MARCH 31, 1999                                                    5

  Statement of Earnings(Deficit) and Retained Deficit
       For the Three Months ended MARCH 31, 1999                         6

  Statement of Cash Flows For the Three Months
  ended MARCH 31, 1999                                                   7

  Notes to Financial Statements                                          8


















<PAGE>
  THOMAS J HARRIS CPA
  3901 STONE WAY N #202
  SEATTLE, WA 98103






  INDEPENDENT AUDITOR'S REPORT



  Board of Directors
  GLOBAL DIGITAL INFORMATION, INC
  Seattle, Washington

  We have audited the balance sheet of GLOBAL DIGITAL
  INFORMATION, INC. as of March
  31, 1999 and 1998, and the related statements of net income, retained
  earnings, and cash flows for the years then ended.  These financial
  statements are the responsibility of 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 audits
  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 GLOBAL DIGITAL
  INFORMATION, INC. as of March 31, 1999 and 1998, and the results
  of its operations and its cash flows for the years then ended, are in
  conformity with generally accepted accounting principles.

  The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. The Company has
  suffered recurring losses from operations and has a working capital
  deficiency.  These factors raise substantial doubt about its ability to
  continue as a going concern.  Management's plans in regard to these
  matters are described in Note 1.  The financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.


  November 8, 1999



  GLOBAL DIGITAL INFORMATION, INC.
  BALANCE SHEET
  MARCH 31, 1999 AND 1998
  <TABLE>
  <CAPTION>
                                                                                   ASSETS

                                                                                 1999                        1998
  <C>                                                                            <C>                         <C>
  CURRENT ASSETS:
           Cash in Bank                                                 $0                         $36,367
           Accounts Receivable                                      14,800                    20,300
           Inventory                                                         170                         0
               TOTAL CURRENT ASSETS                     14,970                  56,667

  PROPERTY & EQUIPMENT:
          Office Equipment                                              38,603                    33,449
          Depreciation                                                      (9,974)                    (3,345)
               TOTAL FIXED ASSETS                             28,629                   30,104

  OTHER ASSETS
           Due from Masterpiece Medical                         81,000                     0
           CaduSys Software                                             53,309                     8,044
               TOTAL OTHER ASSETS                            134,309                  8,044

  TOTAL ASSETS                                                         177,908                 94,815

                                      LIABILITIES & STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:

           Bank overdraft                                                    418
           Accounts payable                                                176,116                    0
           Payroll taxes                                                        122,513                    26,917

              TOTAL CURRENT LIABILITIES                  299,047                   26,917

           Loans payable shareholders                                 203,552                 113,590

                                         TOTAL LIABILITIES           502,599                140,507



  STOCKHOLDER'S EQUITY:
          Common Stock, no par; $.001 stated value;
          50,000,000 shares authorized,
           10,778,394 and 10,200,000 shares issued       10,779                     10,565
           Paid in Surplus                                                    837,352                   825,928
          Accumulated Deficit                                            (1,172,822)           (882,185)

          TOTAL STOCKHOLDER'S EQUITY              (324,691)               (45,692)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 177,908            94,815
  </TABLE>



  See accompanying notes and accountants' report



  
<PAGE>
  GLOBAL DIGITAL INFORMATION, INC.
  STATEMENT OF INCOME(DEFICIT) AND RETAINED DEFICIT

  For the Years Ended MARCH 31, 1999 and 1998

  <TABLE>
  <CAPTION>
                                                                                         1999                       1998
  <S>           <C>
  REVENUE                                                                     182,555                  65,737

  EXPENSES:
          Payroll                                                                    281,300                272,628
          Payroll taxes & employee benefits                         28,954                   32,207
          Depreciation                                                           6,630                       3,345
          Insurance                                                                750                         23,366
          Interest                                                                    7,396                      0
          Marketing                                                                9,078                     15,367
          Miscellaneous                                                         13,624                   55,459
          Office                                                                      5,317                     14,783
          Postage & Delivery                                                 7,025                     5,069
          Printing & Reproduction                                         3,136                     12,881
          Rent                                                                         22,101                   13,120
          Royalty                                                                    7,500                      0
          Telephone                                                                43,807                   30,976
           Travel & Entertainment                                          36,574                  28,009

  Total Expenses                                                                473,192               507,210

  NET LOSS FOR THE PERIOD                                     (290,637)          (441,473)


  RETAINED DEFICIT

  Balance beginning of period                                           (882,185)          (441,660)

  Balance end of period                                                    (1,172,822)        (883,133)

  </TABLE>



  See accompanying notes and accountants' report



  GLOBAL DIGITAL INFORMATION, INC.
  Statement of Cash Flows

  For the Years Ended MARCH 31, 1999 and 1998
  <TABLE>
  <CAPTION>
                                                                                         1998                         1997
  <S>     <C>
  Operating Activities

           Net Income (Loss)                                            (290,637)              (441,473)
            Add depreciation not
             requiring cash                                                            6,630                        3345
  Changes in:
           Accounts Receivable                                         5500                       (20300)
           Accounts payable                                              176116                    0
           Inventory                                                           (170)
           Payroll Taxes                                                     95596                     26917
  Cash Provided (used)
           by Operations                                                     (6965)                    (431511)

  Investing Activities
           Due from Masterpiece Medical                        (81000)
           Investment in Office Equipment                      (5154)                      (33449)
          CaduSys Software                                             (45265)                    0

  Net Cash Provided(used) by Investing
           Activities                                                         (131419)                 (33449)

  Financing Activities

           Shareholder loans                                            89962                     113590
           Sale of Common Stock                                    168500                    509350
           Costs of Issuing Common Stock                      (156863)                 (121613)

  Net Cash provided (used) by Financing
            Activities                                                          101599                  501327

  Increase (Decrease) in Cash                                     (36785)                 36367

  Cash Balance Beginning                                           36367                    0

  Cash Balance Ending                                               (418)                     36367
  </TABLE>
  See accompanying notes and accountants' report


  GLOBAL DIGITAL INFORMATION, INC
  STATEMENT OF INCOME(DEFICiT) AND RETAINED DEFICIT

  For the Three Months Ended MARCH 31, 1999 and 1998
  <TABLE>
  <CAPTION>
  1997                                                                                1999                        1998
  <S>     <C>
  54,214              REVENUE                                           44,557                    11,523

                          EXPENSES:
  182,587           Payroll                                                   57,938                     90,041
  21,049             Payroll taxes & employee benefits        8,728                      11,158
  0                      Depreciation                                          2,018                      3,345
  13,996             Insurance                                                279                         9,370
  0                      Interest                                                   1,497                       0
  0                      Marketing                                               1,500                      15,367
  21,236             Miscellaneous                                        509                         34,223
  10,555             Office                                                     (346)                        4,228
  2,174               Postage & Delivery                                1,505                       2,895
  10,620             Printing & Reproduction                        0                              2,261
  7,300               Rent                                                         5,175                      5,820
  0                      Royalty                                                     0                             0
  16,795             Telephone                                                2,319                     14,181
  23,864             Travel & Entertainment                           12,469                    4,145

  310,176    Total Expenses                                                93,591                197,034

  (255,962)        NET LOSS FOR THE PERIOD            (49,034)           (185,511)


                           RETAINED DEFICIT

  (441,660)  Balance beginning of period                         (1,123,788)       (697,622)

  (697,622)  Balance end of period                           (1,172,822)       (883,133)
  (/TABLE>





  See accompanying notes and accountants' report



  GLOBAL DIGITAL INFORMATION, INC.
  Statement of Cash Flows

  For the Three Months Ended MARCH 31, 1999 and 1998

</TABLE>
<TABLE>
  <CAPTION>
  1997                                                                                   1999                       1998
  <S>     <C>
                             Operating Activities

  (441,473)       Net Income (Loss)                                   (49,034)             (185,511)
                         Add depreciation not
  3345               requiring cash                                          1,934                        0
                         Changes in:
  (20300)          Accounts Receivable                                 19800                   (2861)
  0                     Accounts payable                                       (26481)                    0
                         Inventory                                                               3
  26917             Payroll Taxes                                              59305                   11914
                         Cash Provided (used)
  (431511)        by Operations                                              5527                  (176458)

                         Investing Activities
                         Due from Masterpiece Medical                     0
  (33449)          Investment in Office Equipment                  0                          (6319)
  0                     CaduSys Software                                       0                            0

      Net Cash Provided(used) by Investing
  (33449)            Activities                                                0                          (6319)

                           Financing Activities

  113590             Shareholder loans                                         23860                  98587
  509350             Sale of Common Stock                                0                        156600
  (121613)          Costs of Issuing Common Stock                 (20906)              (54215)

      Net Cash provided (used) by Financing
  501327             Activities                                                    2954                   200972

  36367    Increase (Decrease) in Cash                                  8481                      18195

  0       Cash Balance Beginning                                           (8561)                     18172

  36367  Cash Balance Ending                                            (80)                          36367


  </TABLE>

  See accompanying notes and accountants' report
  
<PAGE>
  GLOBAL DIGITAL INFORMATION , INC.
  STATEMENT OF SHAREHOLDERS' EQUITY
                                       PERIOD ENDED DECEMBER 31, 1998
  <TABLE>
  <CAPTION>
                                                      COMMON STOCK         PAID IN SURPLUS     ACCUM
                                                   SHARES    AMOUNT          AMOUNT                DEFICIT
TOTAL
<C>                                             <C>        <C>                        <C>                  <C>            <C>
  United States Mining & Exploration Inc. prior to merger:
  Balance, MARCH 31, 1997      491,314   491                      441,169              (443,562)    (1,902)
  Shares issued 2 for 1 stock
  split                                           491,314    492                      (492)
  Shares issued for cash
  to investors                               440,962     441                   52,059                                     52,500
  440,962   $    441
  Less expenses of issuing
     the Common Stock                                                          (52,776)                                  (52,776)
  Shares issued for services
  to Shareholders                        276,410    276                                                                     276
Net Income                                                                                                      1,902         1,902
  Balance, November 11, 1997   1,700,000  1,700               439,960                (441,660)           0

  Global Digital Information Inc. shares issued prior to merger:
  Shares issued at par
  June, 1997 to Founders for
  acquisition rights                     8,044,150  8,044                                                                   8,044
  Shares issued for cash
  June, 1997 to November 11, 1997
  to investors                             455,850      456                  327,294
327,750
    Less expenses of issuing
     the Common Stock                                                        (64,463)
(64,463)
Net Loss                                                                                                      (217,589)    (217,589)
Balance, November 11, 1997  8,500,000   8,500            262,831               (217,589)      53,742

  Combined balance after merger
  Balance, November 11, 1997  10,200,000 10,200         702,791               (659,249)      53,742

  Shares issued for cash
  November 11, 1997 to March 31,1998
  to investors                               331,394     332              156,268                 156,600
  Less expenses of issuing
  the Common Stock                                                         (102,060)                              (102,060)
 Net Loss                                                                                                     (222,936) (222,936)
  Balance, MARCH 31, 1998    10,531,394 10,532        756,999                  (882,185)  (114,654)

  Shares issued for cash
  March 31,1998 to December 30, 1998
to investors                            247,000     247              $168,253                                  168,500
  Less expenses of issuing
     the Common Stock                                                   (66,994)                                (66,994)
Net Loss                                                                                                       (241,603) (241,603)
  Balance, December 31, 1998  10,778,394  10,779      858,258                     (1,123,788)
(254,751)


  Less expenses related to
the Common Stock                                                       (20,906)                                   (20,906)
Net Loss                                                                                                         (49,034) (49,034)
  Balance, SEPTEMBER 30, 1998 10,778,394 10,779 837,352                    (1,172,822)
(324,691)
  </TABLE>


  The accompanying notes are an integral part of these financial statements.




  GLOBAL DIGITAL INFORMATION, INC.

  NOTES TO FINANCIAL STATEMENTS

  NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)  The Company
       The Company was incorporated in 1983 under the laws of the State
  of Utah as Forward Electronics Corporation.  In 1988 it was reorganized
  with United States Mining & Exploration, Inc.(USM) and changed its
  name at that time.  Also in 1998 the Company acquired Ridge Rock
  Mining Corporation which it subsequently dissolved.  During 1989
  Rocky Mountain Process Components was acquired.  This company was
  also dissolved.  Since 1990 the Company has had no operations, until the
  merger with Global Digital Information, Inc.(GDI)  After the merger the
  Company changed its name to Global Digital Information, Inc.
  Although there has been a change in reporting entity ie from USM to
  GDI the accompanying financial statements include the activities of
  USM for comparison purposes for years prior to 1998.

       (b)  Fixed Assets
       Fixed Assets includes all property, plant and equipment.  Furniture
  and fixtures, computer equipment and manufacturing equipment are
  stated at cost.  They are be depreciated over their estimated useful lives
  of five to twenty years, as appropriate.  Depreciation expense amounted
  $1,500 for the quarter ended June 30, 1998.

       (c) Business Activity
       GLOBAL DIGITAL INFORMATION, INC. was incorporated June
  25, 1997 in the State of Washington.  The Company designs, develops,
  markets and supports medical document management systems and
  personal productivity software which facilitates the recording, imaging,
  manipulation, distribution and storage of paper-based medical
  information on personal network computers.  The Company has acquired
  "CaduSys Medical Record" a client/server clinical information software
  package that collects and stores patient data during the creation of the
  clinical narrative.  It is sold to health care organizations including, but
  not limited to, single and multi-doctor practices, clinics, health care
  organizations and small hospitals.  Some of the Company's other
  products include office adaptations which use the personal computer to
  eliminate paper in the office filing system.

       (d) Income Taxes

       Effective April 1, 1993, the Company adopted the provisions of
  Statement of Financial Accounting Standards No. 109, "Accounting for
  Income Taxes". SFAS No. 109 requires a company to recognize deferred
  tax assets and liabilities for the expected future income tax consequences
  of events that have been recognized in the financial statements.  Under
  this method, deferred tax assets and liabilities are determined based on
  the temporary differences between the financial statement carrying
  amounts and tax basis of assets and liabilities using enacted tax rates in
  effect in the year in which the temporary differences are expected to
  reverse.  There was no cumulative effect of adopting SFAS No. 109.




  
<PAGE>
  GLOBAL DIGITAL INFORMATION, INC.

  NOTES TO FINANCIAL STATEMENTS

  NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES(Continued)

       (e) Principals of Consolidation

       The Consolidated Financial Statements, including the Balance Sheet,
  Statement of Retained Earnings, Statement of Net Income(Loss), and
  Statement of Cash Flows, include the accounts of all subsidiaries.  All
  intercompany items and transactions have been eliminated.

       (f) Cash

       Cash included in the statement of cash flows includes cash and cash
  equivalents at the balance sheet date.  Certain noncash transactions with
  shareholders for which were reimbursed in shares of Common stock
  have been eliminated.

  NOTE 2. - MERGER AND REORGANIZATION

       Effective November 11, 1997 the Company U. S. Mining &
  Exploration, Inc.(USM) pursuant to a Reorganization Agreement(the
  "Plan") with Global Digital Information, Inc.(GDI) USM was acquired
  in a "reverse acquisition" and the shareholders of GDI became the major
  shareholders in USM.  the "Plan" as approved by the Board of Directors
  provided for a 2 for 1 split of the then owned shares of the USM, the
  issuance of additional shares(440,962) for cash($52,500), and 276,410
  shares issued for services rendered by officers and directors of the
  Company.  The total shares of Common stock outstanding at that time
  was then 1,700,000.  As part of the "Plan" the shareholders of GDI were
  issued an additional 8,500,000 shares making the total shares
  outstanding 10,200,000 shares.  The then existing Board of
  Directors(USM) resigned and was replaced by directors from GDI.

       The acquisition has been accounted for as a "Pooling of Interests" as
  per APB Opinion No 16.  Since GDI came into existence on June 25,
  1997, its results of operations have been included in these financial
  statements.  No adjustment is made to prior years presented because
  GDI was not in existence at that time.
  
<PAGE>
  GLOBAL DIGITAL INFORMATION, INC.

  NOTES TO FINANCIAL STATEMENTS



  NOTE 3 - EARNINGS PER SHARE:

  Primary earnings per share have not been computed since they are
  antidilutive.

  NOTE 4 - RELATED PARTY TRANSACTIONS

  The Company has acquired its rights to most of its software programs
  from its shareholders who are also shareholders in previous corporations
  which had these rights or had developed the programs.  The company
  purchased these rights through the issuance of common stock.
  Although the value of these rights may be substantial, because of the
  lack of a proper valuation method, they have been recorded at the par
  value of the stock issued.  ie. 8,044,150 shares were issued to the
  founders and they have been valued at $.001 per share or $8,044.  In
  addition to the stock the Company agreed to pay for liabilities in the
  approximate amount of $47,000.00.

  NOTE 5 - Issuance of COMMON Stock:

       Effective July 1, 1997, the Company offered shares of its common
  stock to a limited number of investors pursuant to a Regulation D
  exemption up to a maximum of 500,000 shares at $1.00 per share or
  $500,000. At March 31, 1999, as a result of this offering, 1,034,244
  Common Shares of stock were sold to individual investors for $1.00 per
  unit, grossing the company $652,850.  The placement is being offered on
  a "best efforts" basis by various employees and officers of the company.
  Fees and expenses were paid in conjunction with the offering amounting
  to $254,423 at March 31, 1999, including commissions for a net total
  of $398,427.

  NOTE 6 - CASH TRANSACTIONS

  Since no cash was actually paid by the company for the original
  acquisition of the CaduSys software no cash disbursements have been
  shown on these financial statements for that transaction.

  
<PAGE>
  GLOBAL DIGITAL INFORMATION, INC.

  NOTES TO FINANCIAL STATEMENTS


  NOTE 7 - COMMON STOCK SALE

  As part of the reorganization between U. S. Mining and Exploration,
  Inc.(USM) and Global Digital Information, Inc.(GDI) the Company
  previously reported the receipt of $52,500(the amount has been reported
  as expense of issuing common stock on the financial statements).  Upon
  further review, it has been determined that this amount is not correct
  The correct amount may be $220,481 or it may be that the Company has
  not received any funds for the sale of stock.  The Company's previous
  attorney, who is in control of the records, has refused to release them.
  The Company is endeavoring to settle with the former majority
  shareholders of USM concerning the merger between USM and GDI.
  Upon receipt of those records, the correct amount received, as well as a
  determination of what should have been received, will be known.  If the
  amounts actually received by the Company were greater than that which
  was reported, the difference will be reported as additional costs or
  reduced costs of issuing the common stock to effect the merger.

  NOTE 8. - INCOME TAXES

  As discussed in Note 1, effective April 1, 1993, the Company applied
  the provisions of SFAS No. 109 in accounting for income taxes.  Prior to
  that date, the Company accounted for income taxes under the provisions
  of Accounting Principles Board Opinion No. 11.  The adoption of
  SFAS No. 109 had no cumulative effect on the results of operations.

  The Company has no income tax provision for the years ended March
  31, 1998 and 1997 due to net operating loss carryforwards.

  The income tax effect of the temporary differences giving rise to the
  Company's deferred tax assets as of March 31, 1999 is as follows:

       Federal net operating loss carryforwards           $  1,172,822

       Total deferred tax asset                                398,760
       Valuation allowance                                    (398,760)

       Net deferred tax asset                             $        -0-
  
<PAGE>
  GLOBAL DIGITAL INFORMATION, INC.

  NOTES TO FINANCIAL STATEMENTS


  NOTE 8 CONTINUED.

  Upon implementation of SFAS No. 109 at April 1, 1993, the Company
  recorded a valuation allowance due to the uncertainty of utilization of
  net operating loss carryforwards.  The change in the valuation allowance
  for the year ended October 30, 1995 is as follows:

       Balance April 1, 1997                               $    2,592
       Increase in non-utilization of net operating
         loss carryforwards                                   396,168

       Balance, October 30, 1995                           $  398,760

  At March 31, 1999, the Company had unused net operating loss
  carryforwards for income tax purposes available to offset future taxable
  income, if any, as follows:

                                                           Alternative
       Expiring In                         Regular Tax     Minimum Tax

         2008                                  17,279           17,279
         2013                           566,799          566,799
         2014                           588,744          588,744
                                           $1,172,822      $ 1,172,822

  NOTE 9 - ACQUISITION OF MASTERPIECE MEDICAL

  The Board of Directors of Global Digital Information, Inc. approved the
  acquisition of Masterpiece Medical, Inc.(MM), and Del Crane Medical,
  Inc(DC).  Masterpiece Medical and Del Crane Medical are Ohio
  corporations with software programs and billing capability which
  compliment the CaduSys medical records program offered by the
  Company.  The merger was completed effective June 22, 1999 by
  issuance of 2,150,000 shares of stock to the stockholders of MM.  The
  merger will be accounted for as a pooling of interests as provided for
  under APB No. 16.

  The Company believes that the addition of the sales generated by MM
  and DC combined with the anticipated sales of the CaduSys product,
  will produce significant sales and potential income for the Company.

  GLOBAL DIGITAL INFORMATION, INC.

  NOTES TO FINANCIAL STATEMENTS


  NOTE 9 CONTINUED

  In addition, the management and technical personnel of MM and DC
  will be added to and compliment those of the Company.

  NOTE 10 - Shareholder Suit:

  Subsequent to the above merger one of the original shareholders of the
  Company requested the exercise of an option to purchase shares of the
  Company's stock.  Management has refused to honor the option and it
  has been reported that the shareholder is going to sue for performance.
  The Company's attorney has no opinion as to whether there will be a
  monetary impact from this suit and expects that management will contest
  the suit vigorously.


    a) Balance Sheet for March 31, 1999
    b) Statement of Income (Loss), Year Ended
   March 31, 1999
    c) Statement of Shareholders' Equity, Year
   Ended March 31, 1999
    d) Statement of Cash Flows, March 31, 1999
   and 1998
    e) Notes to Financial Statements

  2)        Financial Statements Schedules

    a) Independent Auditor's Report

       All other schedules are omitted because
   they are not applicable or the required
  information is presented in the consolidated
   financial statements or notes thereto.

  3)        Exhibits

       a) Exhibits:

       _____     The Company's Financial
   Statements for March 31, 1999 and 1998

  SIGNATURES

       Pursuant to the requirements of Section
   13 or 15(d) of the Securities and Exchange Act
   of 1934, the Company has duly caused this
   report to be signed on its behalf by the
  undersigned, thereunto duly authorized.

                                          Masterpiece
  Technology Group,
   Inc.

                                    By:  /s/ Newell D. Crane
                                         Newell D. Crane
                                         President, Director

  November 11, 1999<PAGE>