<PAGE>
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: September 30, 1999
[ ] 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 DIVERSIFIED GROUP, INC.
--------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0292161
(State or other jurisdiction of (IRS Employer incorporation or
organization) Identification No.)
110 North Center St. Suite 202, Hickory, NC 28601
----------------------------------------
(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 274,887,560 shares outstanding as of October
30, 1999.
Transitional Small Business Disclosure Format: Yes __ No X
Page 1 of 18
</PAGE>
<PAGE>
INDEX
AMERICAN DIVERSIFIED GROUP, INC.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheet - September 30, 1999 (Unaudited).
Statements of Loss - Three months and nine months ended September
30, 1999 and 1998 (Unaudited).
Statements of Cash Flows - Three months and nine months ended
September 30, 1999 and 1998 (Unaudited).
Notes to Financial Statements
</PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Except for the historical information herein, the matters
discussed in this quarterly 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, risk
in product availability, product technology changes, market acceptance of
new products and services, questions of continuing demand, the impact of
competitive products and pricing, changes in economic conditions and other
risk factors contained in the Company's most recent filings with the
Securities and Exchange Commission ("SEC").
Results of Operations
- ---------------------
American Diversified Group, Inc.(the "Company") is a development
stage company. The disclosure in the quarterly report should be read in
conjunction with the Company's annual report on Form 10-KSB/A for its year
ended December 31, 1998, which was filed with the SEC, as well as the
Quarterly Reports on Form 10-QSB for the three month period ended March
31, 1999 and the six month period ended June 30, 1999. During the
Company's three and nine month periods ended September 30, 1999, the
Company incurred net losses of $474,689 ($.00 per Share) and $1,138,834
($.00 per Share) compared to net losses of $636,996 ($.00 per Share) and
$1,511,352 ($.00 per Share) for the comparable three and nine month
periods for the prior year.
The Company reported no sales revenues for the three and nine
month periods ended September 30, 1999, compared to sales revenues of $0
and $66.422, respectively, for the three and nine month periods ended
September 30, 1998. These revenues during 1998 resulted from sales of
generic pharmaceuticals, telecommunication sales and miscellaneous, as
discussed below.
The Company's net losses for the three and nine month periods
ended September 30, 1999, were the result of the lack of sales revenues
during the periods and the continued expenses associated with continuing
to operate and maintain its offices, professional fees and expenses
associated with being a reporting public company, which include accounting
and printing/EDGAR preparation and filing fees. The Company incurred non-
cash expenses associated with the issuance of shares to its executive
officer, directors and consultants for continued services to the Company
during the three period ended September 30, 1999, in the aggregate amount
of $432,102, including additional consideration represented by the waiver
by the Company of options payments due from a director and consultants,
but excluding $42,000 advanced by the Company to GTCC to expand its
Internet telephony business as an affiliate of the Company. Non-cash
compensation in connection with the issuance of shares expensed during the
nine month period ended September 30, 1999, was $1,006,910, including
additional consideration represented by the waiver by the Company of
options payments due from a director and consultants but excluding of
$90,000 advanced by the Company to GTCC to expand its Internet telephony
business as an affiliate of the Company.
In order for the Company to pay its operating expenses, including
office rents, communication 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, director and shareholders. In addition, during the third quarter
of 1999, the Company received funds from the exercise of options of $5,000
</PAGE>
<PAGE>
and loans from shareholders of $10,000. There can be no assurance of any
additional exercise of options, at the end of the quarter ended September
30, 1999, the Company had outstanding 2,000,000 options granted to an
individual consultant options. While the Company also has 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 in excess of the
recent prevailing price range of $.017 to $.025. Further, there can be no
assurance, based upon present market price of the shares, that it will be
able to raise additional private placement funding, at terms and
conditions satisfactory to the Company, nor is the Company presently
soliciting any private placement proceeds.
The Company, during the nine months ending September 30 1999, has
continued to pursue efforts to generate sales orders for pharmaceutical
products in West Africa. These efforts however, have not been successful
during the past six months and indeed the Company has been disappointed in
its ability to achieve registration approvals that are necessary and could
lead to generate sales revenues for pharmaceutical products in West
Africa. While the Company's consulting agreement with Emerging Trends
Linkages Corp. (ETLC) expired in June, 1999, the Company, however, is
continuing negotiations with ETLC for the purposes of extending its
relationship with ETLC. In fact, ETLC has continued to explore the use of
new representatives for West Africa, which the Company hopes will result
in new registrations and approvals for pharmaceutical products in the
future. ETLC has recently had samples of 32 pharmaceutical products
delivered to potential end users and distributors in West Africa for such
purpose, together with appropriate labeling and other documentation in
French, with certificates of analysis from the manufacturer in India.
There can be no assurance as to the timing or quantity of any orders that
may be received, as the Company has previously hoped for more expeditious
process for achieving orders, which has not occurred. The Company's
ability, if any, to again generate revenues from such efforts is
contingent upon the Company concluding an extension with ETLC at terms and
conditions that are mutually agreeable, as well as the ability to comply
with the procedures applicable to the sale of such products to the public
and private sectors in the markets in West Africa where this business is
being pursued. The Company does believe that it has sourced quality
products from several third party manufacturers and distributors, located
in India at competitive prices necessary for the Company to meet the
pricing structure in West Africa and elsewhere.
The Company, in May, 1999, was informed by ETLC that initial
deliveries were made of the dengue fever test kits in South America. These
test kits, which are manufactured in US, require funding from the South
American customers prior to any payments being made the Company and the US
manufacturer.
The Company's relationship is directly through ETLC, whose
representative has continued to active in the process of securing
registration approval of the dengue fever test kits in South America. This
process has taken longer than both the Company and ETLC have anticipated,
but these efforts are being actively pursued and the representative to
Brazil has met with appropriate officials in the States of Roraima and
Amazon.
The Company believes that it should be able to generate revenues
from the sale of dengue fever test kits. However, this ability is
dependent upon the Company successfully concluding an extension of its
relationship with ETLC, with whom the Company has had a continued business
relationship since 1995, as well as securing governmental approvals in
Brazil.
</PAGE>
<PAGE>
The Company, during the nine month period ended September 30,
1999, amended its interim stock purchase/loan agreement with Global
Transmedia Communications Corporation (GTCC) of Miami, Florida, with the
execution of a secured convertible debenture, dated as of March 15, 1999
(the "GTCC Note"). To date, the Company has advanced a total of $312,350
under the terms of the GTCC Note, which grants the Company the right to
acquire 45% of GTCC, based on and dependent upon GTCC achieving sales
revenues of at least $500,000 by December 31, 1999. Further, in the event
that GTCC achieves sales revenues of at least $1.2 million by such date,
GTCC shall have the right to "put" to the Company the 45% of the GTCC
shares. In addition, the Company has the right to acquire the remaining
55% of GTCC, in the event that GTCC receives a bona fide offer from a
third party, at the same terms and conditions as offered by the bona fide
third party. The Company has not yet received any revenues from its
agreement with GTCC, and if the Company elects to convert the GTCC Note,
it will not receive any revenues from the sales generated by GTCC.
However, the GTCC Note provides for repayment of the principal and
interest over a 36 month period following the Company's demand for
repayment, commencing after December 31, 1999. As of September 30, 1999,
GTCC has generated revenues of $94,000, and projects that it will generate
and receive additional revenues prior to the end of the calendar year.
GTCC has recently introduced enhancements to its Internet
telephony business service, to permit its subscribers/users to use GTCC's
service world-wide. Initially, its services were largely limited to
Internet telephony from South America to the US, but with the new
enhancements, GTCC's subscribers may access and place Voip (voice over
internet protocol) telephony communications of full voice, data, fax
features to and from Asia, South America and elsewhere, to the US or any
other location.
The Company, based upon the representations received from GTCC,
hopes that prior to the end of fiscal 1999, GTCC will begin to generate
increasing revenues from operations, as it increases its subscriber base
for its Voip telephony business include prepaid calling cards at very
competitive rates. GTCC recently entered into an agreement with a group of
telecommunication companies in Venezuela. GTCC is in the process of
installing circuits for such service prior to year end. Such agreement
calls for the purchase of a minimum 2,100,000 minutes, and up to 3,900,000
minutes in calling volume, once the Voip circuits are activated. Assuming
that to Voip circuits are activated and the Venezuelan group fulfills its
contract commitment to GTCC, the purchase of minutes should result in
annual revenues estimated to be $780,000.
The Company shall continue to evaluate the business of GTCC, to
determine whether and when to convert the GTCC Note into equity in GTCC,
from which the Company will be able to recognize and receive revenues.
GTCC's ability to generate increasing operating revenues is dependent upon
GTCC's capacity to satisfy the potential customer requirements in its
markets of which there can be no assurance.
The Company has been informed by GTCC that it is finalizing
agreements to offer its Voip services in Europe and Eastern Europe. Upon
completion of these agreements, GTCC will commence installing its system
in Europe and Eastern Europe, a part of its existing agreement with World
Telecom Labs, located in Belgium. It is anticipated that this Voip system
can be operational starting in the first quarter of fiscal, 2000, although
unforeseeable delays could occur.
The Company continues to be dependent upon the willingness of the
Company's executive officers/directors and its consultants to accept
shares as compensation for continued services to the Company, which
services the Company considers to be valuable and necessary to its
continued operations.
</PAGE>
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Company, at September 30, 1999, had current assets of $3,394,
compared to current assets of $7,516 at September 30, 1998, and current
assets of $3,016 at the year ended December 31, 1998. To assist the
Company in its cash flow requirements which are presently estimated at
$5,000 per month, the Company has generated $57,000 from the exercise of
options during the nine month period through September 30, 1999. In
addition, the Company's executive officer, director and shareholders have
loaned the Company $21,000 during the nine month period ended September
30, 1999, of which $11,500 has been repaid. The Company may determine,
depending upon the prevailing stock price of its shares, to seek
subscriptions from the sale of securities to private investors, although
there can be no assurance that it will be successful in securing any
investment from private investors at terms and conditions satisfactory to
the Company, if at all. The Company may also seek to generate revenues
from the exercise of options, at terms to be negotiated.
The Company also hopes to receive revenues from sales of Internet
telephony products and services in GTCC's markets, and from sales of
pharmaceutical products in West Africa, and dengue fever test kits in
South America. The amount of such sales revenues cannot at this time be
determined. Indeed, it has taken longer than the Company anticipated to
generate revenues from orders and purchase requests in all its areas of
business that the Company has continued to pursue.
The Company has also 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, FL. The Company is pursuing
collection efforts against ISS or any successor entity. There can be no
assurance that the Company will be successful in perfecting its judgment
against ISS and in collecting damages awarded by the Court.
In addition, the Company must conclude at satisfactory terms and
conditions the extension of its consulting relationship with ETLC, in
order to secure the benefit it hopes to derive from future pharmaceutical
sales and dengue fever test kit sales. The consulting arrangement with
ETLC, which commenced in 1995, and was extended in November 1998 through
June, 1999, is presently being discussed and the Company believes that it
will successfully conclude such negotiations prior to the end of fiscal
1999. Nevertheless, ETLC has indicated that any orders that it generates
for pharmaceuticals and test kits from its efforts while under contract
agreement with the Company will be delivered to the Company, for the
benefit of the Company.
Based upon the Company's present liquid resources, after the
expenses that were paid by the Company following receipt of the proceeds
from the exercise of options and officer director and shareholder loans,
which expenses include office expense, professional/accounting fees,
transfer agent and printing service fees, and telecommunications costs,
among other expenses, and based upon its present operating expenses of
$5,000 per month, and the oral commitment of its chief executive officer
to loan funds on a non-interest bearing basis to assist the Company in
paying its operating expense, the Company will be able to operate for
approximately four months, if no revenues are generated from operations or
other sources. However, the Company does anticipates receipt of operating
revenues, in the near term, as a result the business developments by GTCC,
as well as revenues from pharmaceutical and medical product sales.
</PAGE>
<PAGE>
The Company's monthly operating expenses of approximately $5,000
during the nine month periods ended September 30, 1999, does not reflect
any salary to Dr. Jerrold R. Hinton, the Company's sole executive officer,
which salary has been accrued, but not paid, at the rate of $8,333 per
month, during the three year period which commenced in October, 1996 and
ended September 30, 1999. The Company does not contemplate commencing
payment to Dr. Hinton of any salary provided in his employment agreement
or thereafter, unless and until it begins to generate positive cash flow
from operations.
The Company, in October, 1999, determined to settled the potential
claims of Judith Grossman and Corporate Seminar Advisors under consulting
agreements and arrangements with the Company, which agreements and
arrangements were terminated in writing to the Company by Ms. Grossman and
Corporate Seminar Advisors. In consideration for the termination and to
settle any and all claims, asserted or unasserted, of Ms. Grossman and
Corporate Seminar Advisors, against the Company, the Company issued to Ms.
Grossman 1 million shares of stock without legend and 2 million shares
pursuant to Rule 144. The shares issued to Ms. Grossman have been
accounted for and expensed as consulting fees. The Company has not made
any settlement with Messrs. Matthew Milo or Joseph Quattrocchi, who
resigned as consultants to the Company in December, 1998. While the
Company has received written demand by such persons for compensation under
the consulting agreement, the Company has taken the position that it owes
no compensation to such former consultants, nor does it owe any loans
payable to Messrs. Milo or Quattrocchi. This position is based upon the
consultants' resignation and their failure to provide the Company with
consulting services for the two and one-half year term required of the
consulting agreement. The Company also believes that it has meritorious
defenses to any claim that Messrs. Milo and Quattrocchi may bring, and
indeed has counterclaims that it could pursue in the event of any claim.
Reference is made to the discussion in the Company's Annual Report on Form
10-KSB/A for 1998, and specifically to the disclosure Item 3, Legal
Proceedings,
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Footnote E to Financial Statements
Item 2. Changes in Securities
NONE
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
Exhibit 27
</PAGE>
<PAGE>
EXHIBIT 27
ARTICLE 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET (UNAUDITED) AND THE OPERATIONS FOR THE PERIOD ENDED
SEPTEMBER 30 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, the registrant caused this report caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMERICAN DIVERSIFIED GROUP, INC..
(Registrant)
November 15, 1999 By: /s/Jerrold R. Hinton
Jerrold R. Hinton
President, Chief Executive Officer and
Chief Financial Officer
</PAGE>
<PAGE>
AMERICAN DIVERSIFIED GROUP, INC.
FORMERLY TERA WEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
</PAGE>
<PAGE>
AMERICAN DIVERSIFIED GROUP, INC.
FORMERLY TERA WEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1999
Page
Balance Sheet 12
Statements of Loss 14
Statements of Cash Flows 16
Notes To Financial Statements 18
</PAGE>
<PAGE>
AMERICAN DIVERSIFIED GROUP, INC.
FORMERLY TERA WEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
AS OF SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
<S> <C> <C>
Balance Sheet
Sep. 30, 1999 Dec. 31, 1998
(UNAUDITED) (AUDITED)
ASSETS
- ------
Current Assets:
Cash $938 $30
Refundable taxes 2,456 2,986
----- -----
Total Current Assets 3,394 3,016
----- -----
Property and Equipment
(net of $10,805 accum. depr.) 5,999 8,753
----- -----
Other Assets
Deposits 570 570
Contractual advances to
acquire common stock 312,350 222,350
Miscellaneous receivable
(less $100,000 allowance) - -
Total Other Assets 312,920 222,920
------- -------
Total Assets $322,312 $234,689
======= =======
LIABILITIES AND
DEFICIENCY IN ASSETS
Liabilities
Accounts payable $13,961 $15,174
Accrued expenses and
other liabilities 784 11,523
Accrued salary payable
to officer 300,000 225,000
Notes payable-stockholders 209,421 215,671
------- -------
Total Current Liabilities 524,166 467,368
------- -------
Deficiency In Assets
Preferred Stock, Series A,
$10 par value, 50,000
shares authorized; none
outstanding - -
Common Stock, par value
$.001 per share,
authorized
350,000,000 shares;
issued and; outstanding
272,887,560 shares; and
230,762,560 shares issued
and outstanding 272,887 230,762
Additional Paid-In Capital 18,954,994 18,224,619
Deferred Consulting Fees - (397,160)
Deficit Accumulated Prior
Development Stage (8,811,789) (8,811,789
Deficit Accumulated During
Development Stage (10,617,945) (9,479,111)
---------- ---------
Total Deficiency in Assets (201,853) (232,679)
---------- ---------
Total Liabilities and
Deficiency in Assets $322,313 $234,689
========== =========
See accompanying nores.
</TABLE>
</PAGE>
<PAGE>
AMERICAN DIVERSIFIED GROUP, INC.
FORMERLY TERA WEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS
(UNAUDITED)
AS OF SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Cumulative
For the 9 For the 9 For the 3 For the 3 During The
Months Months Months Months Development
Ended Ended Ended Ended Stage nt
Sep 30, Sep 30, Mar 31, Mar 31, Jan 1, 1996
1999 1998 1999 1998 Sep 30,1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues
Sales $0 $66,422 $0 $0 $137,191
Cost of Sales - 56,630 - - 125,163
Gross Margin 0 9,792 0 0 12,028
Expenses
Consulting fees 1,006,910 1,408,313 432,102 617,971 9,697,725
Officer's salary 75,000 75,000 25,000 25,000 300,000
Professional fees 25,148 14,337 8,523 2,374 166,998
Reimbursed
consultants exp. - - - - 127,974
Telephone 7,290 9,250 1,503 2,964 81,578
Other operat. exp. 24,486 22,046 7,561 (9,313) 230,915
Total Expenses 1,138,834 1,528,946 474,689 638,996 10,585,190
--------- --------- ------- ------- ----------
Loss From Operations (1,138,834) (1,519,154) (474,689) (638,996) (10,573,162)
--------- --------- ------- ------- ----------
Other Income(Espense) - - - - -
Forgiveness and
Indebtness - - - - 50,000
Gains on settlements - - - - 4,795
Loss on abondonment
of acquisation - - - - (107,380)
Other Income - 7,802 - 7,802
Net Other Income
(Expenses) 0 7,802 - - (44,783)
Net Loss ($1,138,834) ($1,511,352) ($474,689) ($638,996)($10,617,945)
========= ========== ======== ======== ===========
Weighted Avarage
Number
of common Shares
outstanding
(Primary and
Fully deluted) 250,212,194 205,095,892 262,814,190 224,306,038 128,850,248
=========== =========== =========== =========== ===========
Basic Net Loss Per
Share
Primary and
Fully Deluted ($0.00) ($0.01) ($0.00) ($0.00) ($0.08)
======= ======= ======= ======= =======
See accompanying notes
</TABLE>
</PAGE>
<PAGE>
AMERICAN DIVERSIFIED GROUP, INC.
FORMERLY TERA WEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
AS OF SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Statements Of Cash Flows
Cumulative
During The
For the 9 For the 9 Development
Months Months Stage
Ended Ended Jan 1, 1996
Sep. 30, 1999 Sep. 30, 1998 Sep 30, 1999
(Unaudited) (Unaudited) (Unaudited)
Cash Flows From Operating
Activities:
Net Loss ($1,138,834) ($1,511,352) ($10,617,945)
Adjustments to reconcile
net loss to net
cash used in operating
activities
Depreciation 5,385 5,281 23,267
Amortization of deferred
consulting fees 397,160 634,913 5,257,500
Loss on abondonment of
acquisations - 634,913 107,380
Forgiveness of
indebtedness - - (50,000)
Common stock exchanged
for service 625,500 788,400 4,485,457
(Increase) decrease in
assets:
Accounts receivable - 48,391 -
Inventory - - 5,000
Other current assets 530 - 530
Increase (decrease) in
liabilities:
Accounts payable and
accrued liabilities 63,047 30,996 296,918
Net Cash Used By Development
Stage Operating Activities (47,211) (3,371) (491,893)
------ ----- -------
Cash Flows From Investing
Activities
Acquisations of property
and equipment (2,631) (2,124) (120,265)
Payments for possible
acquisations - - (107,380)
Deposits - - (570)
Net Cash Used By Investing (2,631) (2,124) (120,265)
Activities ----- ----- -------
Cash Flows From Financing
Activities
Sales of common stock 57,000 (6,000) 392,500
Proceeds(net) from notes
payable to stockholders (6,250) 17,942 274,652
Payments on notes payable
to potential investees - - (40,000)
Payments for loans
receivable from pot. investees - (15,000) (15,000)
Cash overdraft - - -
Net Cash Provided By
Financing Activities 50,750 (3,058) 612,152
------ ------- -------
Net Increase(Decrease) in Cash 908 (8,533) (6)
Cash, Beginning 30 11,069 944
Cash, Ending $938 $2,516 $938
Supplemental Disclosures
Cash paid for:
Interest 482 - 482
Income taxes - - -
Cash and common stock given
by
Shareholders to potential
investees on behalf of the
Company for notes payable - - 167,358
In addition to amounts
reflected above, common
stock was issued for:
Contractual advances to
acquire common stock 90,000 - 130,000
Settlement of debt - - 7,000
Consulting services 625,500 996,400 9,292,900
======= ======= =========
See accompanying notes.
</TABLE>
</PAGE>
<PAGE>
AMERICAN DIVERSIFIED GROUP, INC.
FORMERLY TERA WEST VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1998
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, 1998 contained in the
Company's Form 10-KSB/A.
NOTE 2 - 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.
</PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet (audited) as of 12/31/1998 and the statement of operations (unaudited) for
the nine months ended 9/30/1999 and 9/30/1998.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 JUN-30-1999
<CASH> 938 4,498
<SECURITIES> 0 0
<RECEIVABLES> 2,456 2,986
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 3,394 7,484
<PP&E> 16,804 16,849
<DEPRECIATION> 10,805 9,055
<TOTAL-ASSETS> 322,312 286,186
<CURRENT-LIABILITIES> 524,166 492,464
<BONDS> 0 0
0 0
0 0
<COMMON> 272,887 254,637
<OTHER-SE> 474,740 460,903
<TOTAL-LIABILITY-AND-EQUITY> 322,313 286,186
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> (1,138,834) (664,145)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,138,834) (664,145)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,138,834) (664,145)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
