|**UNITED STATES**                                                                     
|--------------------------------------------------------------------------------------
|**SECURITIES AND
    EXCHANGE COMMISSION**                                            
|**Washington, DC
    20549**                                                          
|                                                                                      
|Form 10-QSB                                                                           
|(Mark one)                                                                            
|[ X ] QUARTERLY REPORT UNDER SECTION 13 OR
    15 (d) OF THE                          
|SECURITIES EXCHANGE ACT OF 1934                                                       
|                                                                                      
|For the quarterly period ended: March
    31, 2000                                    
|                                                                                      
|[    ] TRANSITION REPORT
    UNDER SECTION 13 OR 15 (d) OF THE                        
|SECURITIES EXCHANGE ACT OF 1934                                                       
|                                                                                      
|For the transition period from ____________
    to _____________                      
|                                                                                      
|Commission file number: 0-023532                                                      
|                                                                                      
|**AMERICAN DIVERSIFED GROUP, INC**                                                    
|(Exact name of small
    business issuer as specified in its charter)                 
|                                                                                      
|NEVADA                                                                                
|(State or other
    jurisdiction of incorporation or organization)                    
|                                                                                      
|110 NORTH CENTER STREET, SUITE 202,
    HICKORY, NC                                   
|(Address of principal executive offices)                                              
|                                                                                      
|828-322-2044                                                                          
|(Issuers telephone
    number)                                                       
|_____________________________________________________________                         
|(Former name, former address
    and former fiscal year, if changed since last report)

Check whether the issuer (1) 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 report (s), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

|State the number of shares outstanding of each of the
    issuers classes of common equity, as of the latest practicable date:
|-------------------------------------------------------------------------------------------------------------------------------
|Common Stock, $.001 par value  303,807,560 shares
    outstanding as of May 8, 2000.                                           
|Transitional Small Business Disclosure Format: Yes __ No X                                                                     
|Page 1 of 11                                                                                                                   



INDEX

|PART I. FINANCIAL INFORMATION                                   | Page
|--------------------------------------------------------------- | ----
|Item 1. Consolidated Financial Statements
    (Unaudited)       | 2   
|Item 2. Managements Discussion and Analysis                    | 2   
|                                                                |     
|PART II. OTHER INFORMATION                                      |     
|Item 1. Legal Proceedings                                       | 5   
|Item 2. Changes in Security                                     | 5   
|Item 3. Default Upon Senior Securities                          | 5   
|Item 4. Submission of Matters to a Vote of
    Security Holders | 4   
|Item 5. Other Information                                       | 6   
|Item 6. Exhibits and Reports on Form 8-K                        | 6   



PART I FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 (Unaudited).

Consolidated Statements of Income ( Loss) for the Three Months March 31, 2000 and 1999
(Unaudited).

Consolidated Statements of Cash Flows for the Three Months ended March 31, 2000 and
1999 (Unaudited).

Notes to Consolidated Financial Statements

Item 2. Managements Discussion and Analysis

Forward-Looking Statements; Market Data

We make forward-looking statements in the "Managements
Discussion and Analysis of Financial Condition and, Results of Operations" in this
Quarterly Report. These forward-looking statements include, but are not limited to,
statements about our plans, objectives, expectations, intentions and assumptions and other
statements that are not historical facts. We generally intend the, words
"expect", anticipate", "intend", "plan",
"believe", "seek", "estimate" and similar expressions to
identify forward-looking statements.

Because these forward-looking statements involve risks and
uncertainties, our actual results may differ materially from those expressed or implied by
these forward-looking statements.

All forward-looking statements in this Quarterly Report reflect our
current views about future events and are based on assumptions and are subject to risks
and uncertainties. Except as required by applicable law, including the securities laws of
the United States, we do not intend to update or revise any forward-looking statements.

This Quarterly Report contains certain estimates and plans related to
us and the telecommunications industry in which our subsidiary, Global Transmedia
Telecommunications Corporation ("Global") operates, which assumes certain
events, trends and activities will occur and the projected information based on those
assumptions. We do not know that all that of our assumptions are accurate. In particular,
we do not know what level of growth in the telecommunications industry, and particularly
in those markets in which Global operates and  seeks to expand.. If our assumptions
are wrong about any events, trends and activities, then our estimates for future growth
from Global and our business may also be wrong. There can be no assurance that any of our
estimates as to our business growth will be achieved.

Results of Operations

American Diversified Group, Inc.(the "Company" is also
referred to as "we", "us" and "our") is no longer
considered  a development stage company, because significant revenue generating
operations have commenced and are anticipated to continue. The disclosure in the quarterly
report should be read in conjunction with our Annual Report on Form 10-KSB for the year
ended December 31, 1999, which was filed with the SEC, as well as the Quarterly Reports on
Form 10-QSB filed during 1999. Further, this is our first periodic report since we
concluded the acquisition of Global Transmedia Telecommunications Corporation
("Global"), and our discussions reflect the consolidation which has been
accounted for by the pooling of interests method of accounting. See Note 2 to Notes to
Consolidated Financial Statements.

We reported revenues of $605,000 for the three month period ended March
31, 2000, compared to no revenues for the three-month period March 31, 1999. The revenues
we reported during the three-month period ended March 31, 2000, resulted from the
operations of our subsidiary, Global. During the three-month period ended March 31, 2000,
we had net income of $73,355 ($.00 per Share) compared to a net loss of $461,268 ($.00 per
Share) for the comparable three-month period for 1999.

Our net income for the three month period ended March 31, 2000, of
$73,355 was the result of the revenues and income generated by Global, which has been
acquired as a wholly-owned subsidiary. We, the parent, did not generate any revenues. This
compares to a net loss of $461,268 during the three-month period ended March 31, 1999. The
principal reasons for the net income during the first quarter of 2000 was the sales
revenues that we reported and the decline in total expenses to $221,981 from $460,901
during the first quarter of 1999. This was due to the fact that there were no consulting
fees paid during the three-month period ended March 31, 2000, while we incurred $392,029
in non-cash consulting fee expense during the comparable period of the prior year. Payroll
and employee benefits of $71,524 were paid to the employees of Global during the first
quarter of 2000 and no payroll and employee benefits were paid during the first quarter of
1999. Professional fees increased to $40,115 during the first quarter of 2000 from $21,550
during the same period of the prior year, which increase was primarily due to fees related
to Global.

In order for us to meet our operating expenses, including office rents,
communication expenses, accounting and bookkeeping fees, printing and EDGAR preparation
costs, publication costs, and other general and administrative expenses, we relied upon
the sale of our securities, loans from officers and exercise of options, prior to the
closing of our acquisition of Global. Further, during the three month period ended March
31, 2000, our chairman, Jerrold R. Hinton, and our secretary, Thomas J. Craft, Jr., paid
$80,000 and $25,000, respectively, for the exercise of options to purchase 1,000,000
restricted shares and 312,500 restricted shares, respectively, which options were at a
price of $.08 per share. There can be no assurance that such persons will exercise any
additional options, during the second quarter of 2000 or thereafter or that loans will
continue to be available at satisfactory terms.

While we also have outstanding options granted to private investors in
the Company's unit private placement, which resulted in net proceeds of $122,000 during
1997 and $56,000 during 1998, there can be no assurance that any of these options will be
exercised in the near future, if ever, because the option exercise price on these options
is at $.08 per share, which is substantially below the recent prevailing price range of
$.23 to $.40. It is our intention to file a registration statement on Form SB-2, for the
purpose of registering the 25,000,000 restricted shares issuable to the shareholders of
Global under the Share Purchase Agreement, shares issuable under options, and other
agreements and shares that we may determine to authorize for other potential acquisitions
and fund our continued growth.

We are also exploring the possibility of establishing an equity line of
credit, which will enable us to register and issue shares in connection with the draw down
of funds from an institutional investor. The terms and conditions of any such equity line
have not yet been determined. There is no assurance that we will be able to raise
additional private placement funding, or institutional equity lines, at terms and
conditions satisfactory to us.

While at present we are not pursuing any efforts to generate sales
orders for pharmaceutical products in West Africa, during the first quarter of 1999 we
were seeking such orders. During 1999, we determined to pursue our arrangements with
Global, which we believe are in the best interests of the Company and its shareholders.
Effective March 31, 2000, we concluded the Share Purchase Agreement with Global and
Globals shareholders, and acquired 100% of Globals issued and outstanding
shares.

The closing of the Share Purchase Agreement with Global and its
shareholders superseded all prior agreements, notes, debentures and other instruments
between ADGI and Global, and all material intercompany transactions have been eliminated.

While we continue to be dependent upon the willingness of our executive
officers/directors and our consultants to accept shares as compensation for continued
services in lieu of cash consideration, which services the Company considers to be
valuable and necessary to our continued operations, as we begin to generate more
significant operating revenues from ongoing business, and from any business(es) that we
acquire, the use of shares as a basis for compensation may not increase significantly as
compared to prior periods.

Liquidity and Capital Resources

At March 31, 2000, on a consolidated basis, we had cash of $287,903
compared to $94,216 at December 31, 1999, on a consolidated basis. Accounts receivable
were $250,000 at March 31, 2000, compared to 0 at December 31, 1999 and total current
assets were $741,661 at March 31, 2000 compared to $370,874 at December 31, 1999. To
assist us in our cash flow requirements during the quarter ended March 31, 2000, we
received $130,000 from the exercise of options and Global received $130,000 from the from
private investors and received $250,000 from private lenders lenders during the last
quarter of 1999, and another $250,000 during the quarter ended March 31, 2000. We may
determine, depending upon the prevailing stock price of our shares, to seek additional
financing from private investors, although there can be no assurance that we will be
successful in securing any investment from private investors at terms and conditions
satisfactory to us, if at all.

While we have been awarded a default judgment in the amount $125,000
against Imaging Systems Synergies Inc. ("ISS"), by the Court in the 11th
Judicial Circuit, Dade County, Florida. and are pursuing collection efforts against ISS or
any successor entity, there can be no assurance that we will be successful in perfecting
our judgment against ISS and in collecting damages awarded by the Court. As a result, we
have written-off this judgment receivable, but will continue to pursue our collection
efforts.

Based upon our present liquid resources and operating expenses of
approximately $8,000 per month, we could operate for about one year if no revenues are
generated from our operations or other from sources. On a consolidated basis with Global,
at March 31, 2000, we had cash and equivalents of $287,903. In addition, we are seeking to
develop other sources of funding, whether public and/or private equity and/or debt in
order to permit Global to continue to grow and develop its Internet telecommunications
business. The business in which Global operates, telecommunications, can be capital
intensive, especially if capital equipment such as switches and other computer equipment
is purchased. Global has been entering into ventures with unaffiliated parties for use of
switches, and has invested at March 31, 2000 property and equipment of $128,007, net of
depreciation, as compared to $9,127 at December 31, 1999. We cannot at this date determine
the rate at which Global will be required to purchase and/or lease capital equipment and
make other material capital expenditures. The rate at which funds are raised, and the
terms and conditions of any financing(s) will have a direct effect on the rate of growth
of Global and its ability to enter into new markets with increased services.

We have not made any settlement with Messrs. Matthew Milo or Joseph
Quattrocchi, who resigned as consultants to the Company in December, 1998. While we
received written demand by such persons for compensation under the consulting agreement,
we have taken the position that we owe no compensation to these former consultants, nor do
we have any loans payable to Messrs. Milo or Quattrocchi. This position is based upon the
consultants resignation and their failure to provide us with consulting services for
the two and one-half year term required of the consulting agreement. We also believe that
we have meritorious defenses to any claim that Messrs. Milo and Quattrocchi may bring, and
have counterclaims that we could pursue in the event of any claim. Please refer to the
discussion in our Annual Report on Form 10-KSB for 1999.



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See the discussion above with regard to ISS and to Messrs. Milo and Quattrocchi.

Item 2. Changes in Securities

During the three month period ended March 31, 2000, we issued to
Messrs. Hinton and Craft a total of 26.5 million restricted shares upon the cancellation
of notes payable to these officers. Please see the discussion in the Annual Report on Form
10-KSB for the year ended December 31, 1999, and specifically Item 10, Executive
Compensation, Item 11, Security Ownership and Item 12, Certain Relationships and Related
Transactions, in the Form 10-KSB.

Item 3. Defaults upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

|Exhibit No. | Document Description                                                                                                                                                      
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                           
|3(i)        | 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(ii)       | Bylaws (filed as Exhibit 3.4 to the Company's Registration
    Statement on Form 10-SB and incorporated herein by reference)                                              
|10          | Material Contracts-Consulting Agreements and Employment
    Agreement (filed as Exhibits to Registration Statements on Forms S-8 and incorporated
    herein by reference)
|27          | Financial Data Schedule                                                                                                                                                   

(b) Form 8-K.

During the quarter ended March 31, 2000, the Company did not file any
Reports on Form 8-K.



SIGNATURES

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

AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORPORATION

|By: /s/ Jerold R. Hinton                                        
|----------------------------------------------------------------
|Jerold R. Hinton President, Chief Executive Officer and Director
|Dated: May 15, 2000                                             
|Hickory, NC                                                     

**AMERICAN DIVERSIFIED GROUP, INC.**

**(UNAUDITED)**

**TABLE OF CONTENTS**

**Part I Financial
Information**

|                                                                                                          | Page
|--------------------------------------------------------------------------------------------------------- | ----
|Consolidated Balance Sheets as of March 31, 2000 and December
    31, 1999 (Unaudited).                   | 7   
|Consolidated Statements of Income ( Loss) for the Three
    months March 31, 2000 and 1999 (Unaudited).   | 8   
|Consolidated Statements of Cash Flows for the Three months
    ended March 31, 2000 and 1999 (Unaudited). | 9   
|Notes to Consolidated Financial Statements                                                                | 11  



|**AMERICAN DIVERSIFIED GROUP, INC. AND SUBSIDIARY**
|---------------------------------------------------
|**CONSOLIDATED BALANCE SHEETS (UNAUDITED)**        



|                                                                                               | March 31, 2000 | Dec. 31, , 1999
|---------------------------------------------------------------------------------------------- | -------------- | ---------------
|ASSETS                                                                                         |                |                
|                                                                                               |                |                
|CURRENT ASSETS                                                                                 |                |                
|Cash and cash
    equivalents                                                                  | $287,903       | $94,216        
|Accounts receivable                                                                            | 250,000        | -              
|Loans receivable from
    related parties                                                      | 203,758        | 182,658        
|Prepaid expenses                                                                               | -              | 94,000         
|TOTAL
    CURRENT ASSETS                                                                       | 741,661        | 370,874        
|                                                                                               |                |                
|PROPERTY AND EQUIPMENT (Net of
    $20,061 and $8,684 accum. depreciation)                     | 128,007        | 9,127          
|                                                                                               |                |                
|OTHER ASSETS                                                                                   |                |                
|Deposits                                                                                       | 9,113          | 570            
|Miscellaneous
    receivable (less $125,000 allowance for uncollectibility)                    | -              | -              
|TOTAL
    OTHER ASSETS                                                                         | 9,113          | 570            
|                                                                                               |                |                
|TOTAL ASSETS                                                                                   | $878,781       | $380,571       
|                                                                                               |                |                
|LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIENCY IN ASSETS)                                |                |                
|                                                                                               |                |                
|LIABILITIES                                                                                    |                |                
|Accounts payable                                                                               | $36,122        | $41,217        
|Accrued expenses and
    other liabilities                                                     | 21,500         | 10,500         
|Notes and loans
    payable                                                                    | 533,334        | 380,000        
|Accrued officer's
    salary                                                                   | -              | 300,000        
|Notes and loans
    payable - shareholders                                                     | 102,659        | 265,464        
|TOTAL
    CURRENT LIABILITIES                                                                  | 693,615        | 997,181        
|                                                                                               |                |                
|STOCKHOLDERS' EQUITY (DEFICIENCY
    IN ASSETS)                                                |                |                
|Preferred stock,
    Series A, $10 par value, 50,000 shares authorized;                        |                |                
|none
    issued and outstanding                                                                |                |                
|Common stock, $.001
    par value, 700,000,000 and 350,000,000         
    shares authorized; |                |                
|303,807,560 and 276,887,560 shares issued and outstanding                                      | 303,807        | 276,887        
|Additional paid-in
    capital                                                                 | 19,596,963     | 19,000,462     
|Stock subscribed                                                                               | 105,000        | -              
|Deficit accumulated                                                                            | (19,820,604)   | (19,893,959)   
|TOTAL
    STOCKHOLDERS' EQUITY (DEFICIENCY IN
                  ASSETS)                        | 185,166        | (616,610)      
|                                                                                               |                |                
|TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)                          | $ 878,781      | $ 380,571      
|See accompanying notes.                                                                        |                |                



|**AMERICAN DIVERSIFIED GROUP,
    INC. AND SUBSIDIARY**     
|------------------------------------------------------------
|**CONSOLIDATED STATEMENTS OF
    INCOME (LOSS) (UNAUDITED)**



|                                                         | For the                | For the               
|-------------------------------------------------------- | ---------------------- | ----------------------
|                                                         | Three Months
    Ended | Three Months
    Ended
|                                                         | March 31, 2000         | March 31, 1999        
|REVENUES                                                 |                        |                       
|Sales                                                    | $ 605,000              | $ -                   
|Cost of sales                                            | 291,471                | -                     
|GROSS
    MARGIN                                         | 313,529                | -                     
|                                                         |                        |                       
|EXPENSES                                                 |                        |                       
|Consulting fees                                          | -                      | 392,029               
|Payroll and employee
    benefits                        | 71,524                 | -                     
|Officers' salary                                         | 22,500                 | 25,000                
|Professional fees                                        | 40,115                 | 21,550                
|Rents                                                    | 8,324                  | 4,581                 
|Taxes and licenses                                       | 9,466                  | 211                   
|Telephone                                                | 22,072                 | 2,877                 
|Travel and related
    expenses                          | 27,907                 | 3,170                 
|Other operating
    expenses                             | 20,073                 | 11,483                
|TOTAL
    EXPENSES                                       | 221,981                | 460,901               
|                                                         |                        |                       
|INCOME (LOSS) FROM OPERATIONS                            | 91,548                 | (460,901)             
|                                                         |                        |                       
|OTHER INCOME (EXPENSE)                                   |                        |                       
|Interest income                                          | 2,026                  | -                     
|Interest expense                                         | (20,219)               | (367)                 
|NET OTHER INCOME (EXPENSE)                               | (18,193)               | (367)                 
|                                                         |                        |                       
|INCOME (LOSS) BEFORE INCOME
    TAXES                    | 73,355                 | (461,268)             
|                                                         |                        |                       
|INCOME TAXES                                             | -                      | -                     
|                                                         |                        |                       
|NET INCOME (LOSS)                                        | $ 73,355               | $ (461,268)           
|                                                         |                        |                       
|WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING | 286,058,110            | 232,855,615           
|(BASIS AND DILUTED)                                      |                        |                       
|                                                         |                        |                       
|BASIC NET LOSS PER SHARE (BASIC
    AND DILUTED)         | $ 0.00                 | $ (0.00)              
|See accompanying notes.                                  |                        |                       



|**AMERICAN DIVERSIFIED GROUP,
    INC. AND SUBSIDIARY**  
|---------------------------------------------------------
|**CONSOLIDATED STATEMENTS OF
    CASH FLOWS (UNAUDITED)**



|                                                                         | For the                | For the               
|------------------------------------------------------------------------ | ---------------------- | ----------------------
|                                                                         | Three Months
    Ended | Three Months
    Ended
|                                                                         | March 31, 2000         | March 31, 1999        
|                                                                         |                        |                       
|CASH FLOWS FROM OPERATING
    ACTIVITIES                                 |                        |                       
|Net loss                                                                 | $ 73,355               | $ (461,268)           
|Adjustments to
    reconcile net loss to net                             |                        |                       
|cash used by
    operating activities:                                   |                        |                       
|Depreciation                                                             | 11,377                 | 1,795                 
|Amortization of deferred consulting fees                                 | -                      | 182,779               
|Common
    stock exchanged for services                                  | -                      | 225,000               
|(Increase) decrease
    in assets:                                       |                        |                       
|Accounts
    receivable                                                  | (250,000)              | -                     
|Prepaid
    expenses                                                     | 94,000                 |                       
|Increase (decrease)
    in liabilities:                                  |                        |                       
|Accounts
    payable                                                     | (5,095)                | 19,128                
|Accrued
    expenses and other liabilities                               | 11,000                 | -                     
|NET
    CASH USED BY OPERATING ACTIVITIES                                | (65,363)               | (32,566)              
|                                                                         |                        |                       
|CASH FLOWS FROM INVESTING
    ACTIVITIES                                 |                        |                       
|Acquisition of
    property and equipment                                | (130,257)              | -                     
|Payments for loans
    receivable                                        | (21,100)               | (40,219)              
|Deposits                                                                 | (8,543)                | -                     
|NET
    CASH USED BY INVESTING ACTIVITIES                                | (159,900)              | (40,219)              
|                                                                         |                        |                       
|CASH FLOWS FROM FINANCING
    ACTIVITIES                                 |                        |                       
|Sale of common stock                                                     | 260,000                | 10,627                
|Proceeds from notes
    and loans payable                                | 250,000                | 65,000                
|Payments on notes and
    loans payable                                  | (96,666)               | -                     
|Proceeds (net) from
    notes and loans payable to shareholders          | 5,616                  | (2,429)               
|NET
    CASH PROVIDED BY FINANCING ACTIVITIES                            | 418,950                | 73,198                
|                                                                         |                        |                       
|NET INCREASE IN CASH AND
    EQUIVALENTS                                 | 193,687                | 413                   
|                                                                         |                        |                       
|CASH AND EQUIVALENTS -
    BEGINNING                                     | 94,216                 | 30                    
|                                                                         |                        |                       
|CASH AND EQUIVALENTS - ENDING                                            | $ 287,903              | $ 443                 
|                                                                         |                        |                       
|SUPPLEMENTAL DISCLOSURES                                                 |                        |                       
|Cash paid during the period for:                                         |                        |                       
|Interest                                                                 | $ 5,219                | $ 367                 
|Income
    taxes                                                         | $ -                    | $ -                   
|                                                                         |                        |                       
|In addition to amounts reflected
    above, common stock was issued for: |                        |                       
|Contractual advances to acquire common stock                             | $ -                    | $ 48,000              
|Settlement of debt                                                       | $ 468,421              | $ -                   
|Consulting services                                                      | $ -                    | $ 225,000             
|See accompanying notes.                                                  |                        |                       



AMERICAN DIVERSIFIED GROUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2000

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements reflect all
adjustments, which, in the opinion of management, are necessary for a fair presentation of
the financial position and the results of operations for the interim periods presented.
All adjustments are of a normal recurring nature.

Certain financial information and footnote disclosures which are
normally included in financial statements prepared in accordance with generally accepted
accounting principles, but which are not required for interim reporting purposes, have
been condensed or omitted. The accompanying financial statements should be read in
conjunction with the financial statements and notes thereto as of December 31, 1999
contained in the Company's Form 10-KSB.

NOTE 2  BUSINESS COMBINATION

A business combination, which has been accounted for by the pooling of
interests method of accounting, occurred during the period. American Diversified Group,
Inc. ("ADGI") acquired 100% of the issued and outstanding stock of Global
Transmedia Communications Corporation ("Global"), as more fully described in the
text of the companys current Form 10-KSB.

NOTE 3  PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of ADGI and
its 100% owned subsidiary, Global. All material intercompany transactions have been
eliminated.

NOTE 4 - EARNINGS (LOSS) PER SHARE

Per share information is computed based on the weighted average number of common shares
outstanding (primary and fully diluted) during the period.