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<table BORDER="0" CELLSPACING="0" WIDTH="667">
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    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="5"><b><p ALIGN="CENTER">SECURITIES
    AND EXCHANGE COMMISSION</b></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><b><p ALIGN="CENTER">Washington, DC 20549</b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p ALIGN="CENTER">REGISTRATION STATEMENT</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p ALIGN="CENTER">ON FORM S-8</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p ALIGN="CENTER">UNDER THE SECURITIES ACT OF
    1933</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="4"><b><p ALIGN="CENTER">AMERICAN
    DIVERSIFIED GROUP, INC.</b></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="2"><p ALIGN="CENTER">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665">&nbsp; </td>
  </tr>
  <tr>
    <td WIDTH="355" VALIGN="TOP"><u><b><p ALIGN="CENTER">Nevada</b></u></td>
    <td WIDTH="308" VALIGN="TOP"><u><b><p ALIGN="CENTER">88-0292161</b></u></td>
  </tr>
  <tr>
    <td WIDTH="355" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(State or other jurisdiction
    of incorporation or organization)</font></td>
    <td WIDTH="308" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(IRS employer identification
    no.)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665">&nbsp; </td>
  </tr>
  <tr>
    <td WIDTH="355" VALIGN="TOP"><u><b><p ALIGN="CENTER">110 North Center Street, Suite 202,
    Hickory, NC</b></u></td>
    <td WIDTH="308" VALIGN="TOP"><p align="center"><b><u>28601</u></b></td>
  </tr>
  <tr>
    <td WIDTH="355" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(Address of principal
    executive offices)</font></td>
    <td WIDTH="308" VALIGN="TOP"><font SIZE="2"><p ALIGN="CENTER">(Zip Code)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><u><b><p ALIGN="CENTER"></b>Compensation and
    Consulting Agreements</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="2"><p ALIGN="CENTER">(full name of
    the plans)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p ALIGN="CENTER"><font SIZE="2">Jerrold R.
    Hinton, President</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p ALIGN="CENTER"><font SIZE="2">American
    Diversified Group, Inc.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p ALIGN="CENTER"><font SIZE="2">110 North Center
    Street, Suite 202</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p ALIGN="CENTER"><font size="3"><u>Hickory, NC
    28601</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="2"><p ALIGN="CENTER">(Name and
    address of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><u><b><p ALIGN="CENTER"></b>828-322-2044</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="2"><p ALIGN="CENTER">(Telephone
    number, including area code, of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p align="left">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><u><b><p ALIGN="CENTER"></b>Approximate Date of
    Commencement of Proposed Sales under the Plan:</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="2"><p ALIGN="CENTER">As soon as
    practicable after this Registration Statement becomes effective</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><p align="left">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><u><b><p ALIGN="CENTER"></b>Total Number of
    Pages: 6</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" width="665"><font SIZE="2"><p ALIGN="CENTER">Exhibit Index
    begins on sequentially numbered page: 3</font></td>
  </tr>
</TABLE>
<font SIZE="2"><b>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="center">CALCULATION OF REGISTRATION FEE</p>
</b></font>

<table BORDER="0" CELLSPACING="0" BORDERCOLOR="#000000" WIDTH="657" cellpadding="0">
  <tr>
    <td WIDTH="173" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><font SIZE="2">Title
    of Securities to be Registered</font></td>
    <td WIDTH="76" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><font SIZE="2">Amount
    to be Registered</font></td>
    <td WIDTH="130" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><font SIZE="2">Proposed
    Maximum Offering Price per Share</font></td>
    <td WIDTH="134" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><font SIZE="2">Proposed
    Maximum Aggregate Offering Price</font></td>
    <td WIDTH="94" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"><font
    SIZE="2">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td WIDTH="173" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px none rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="2">Common Stock par value $.001</font></td>
    <td WIDTH="76" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px none rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font SIZE="2">4,050,000 </font><font size="1">(1)</font></td>
    <td WIDTH="130" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px none rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font SIZE="2">$.08 </font><font size="1">(2)</font></td>
    <td WIDTH="134" VALIGN="top" bordercolor="#000000"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px none rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font SIZE="2">$324,000</font></td>
    <td WIDTH="94" VALIGN="top" bordercolor="#000000" style="border: 1px solid rgb(0,0,0)"><p
    align="center"><font SIZE="2">$100.00 </font><font size="1">(2)</font></td>
  </tr>
</TABLE>
<font SIZE="2"><b>

<p ALIGN="left" style="text-align: justify">(1)</b> Represents shares issued pursuant to
compensation to persons providing services to Registrant and Registrant's wholly-owned
subsidiary, Global Transmedia Communications Corporation, in connection with
Registrant&#146;s business. Additional shares may be issued to the persons as set forth in
this Registration Statement plus such indeterminate number of shares pursuant to Rule
416(c) as may be issued in respect to stock splits, stock dividends and other similar
recapitalizations.</p>
<b>

<p ALIGN="JUSTIFY" style="text-align: justify">(2)</b> Estimated solely for the purpose of
calculating the registration fee, based on the average of the bid and asked price of the
Registrant's Common Stock on February 14, 2001and the minimum applicable registration fee
of $100. </p>
</font>

<p ALIGN="CENTER"><font SIZE="4">PART I</font></p>

<p ALIGN="center"><font size="2">INFORMATION REQUIRED BY THE REGISTRATION STATEMENT</font></p>

<p><font size="2">Item 1. Plan Information.</font></p>

<p ALIGN="JUSTIFY"><font size="2">American Diversified Group, Inc. (hereinafter, the
&quot;Registrant&quot;) was incorporated under the laws of the State of Nevada on January
16, 1979. The Registrant has received and shall continue to receive bona fide services
from Kevin Sumrell, a consultant to Registrant&#146;s subsidiary, Global Transmedia
Communications Corporation (&quot;Global&quot;) and to Registrant, and may agree to serve
Global and Registrant in additional capacities at terms and conditions to be negotiated.
In consideration for Mr. Sumrell's services as a consultant to Global and particularly to
its South American operations, the Registrant has agreed to issue to Mr. Sumrell and to
register in this Form S-8 a total of 2,000,000 shares of Registrant's common stock.</font></p>

<p ALIGN="JUSTIFY"><font size="2">In addition, Registrant has received and shall continue
to receive bona fide&nbsp;consulting services from John A. Coniglio with regard to
financial reporting requirements, accounting and financial consulting services for&nbsp;
the Registrant and its subsidiaries, advise and consultation regarding tax and financial
compliance matters and coordination with other financial and legal professionals.&nbsp;
Mr. Coniglio has provided such services to the Registrant since 1995. In consideration for
the continuing services of Mr. Coniglio to the Registrant, the Registrant has agreed to
issue and register 400,000 shares in this Form S-8.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Registrant has also entered into a consulting
relationship with Timothy Huff, a telecommunication network consultant, for services to be
provided to the Registrant and Global and provide advice in connection with new business
opportunities, including but not limited to foreign joint ventures, and development of
foreign telecommunications networks, subscription network management services, marketing
and sales opportunities and strategies, product distribution and contract services, in
consideration for the issuance and registration of 1,200,000 shares in this Form S-8. </font></p>

<p ALIGN="JUSTIFY"><font size="2">Further, in consideration for services provided to the
Registrant related to the creation and maintenance of the Registrant's and Global's web
sites, the Registrant has issued and registered herein a total of 450,000 shares for
William Murphy, as a consultant to the Registrant and its subsidiary, Global.</font></p>

<p><font size="2">Item 2. Registrant Information and Employee Plan Annual Information.</font></p>

<p ALIGN="JUSTIFY"><font size="2">The Registrant shall provide the persons being issued
shares pursuant to this registration statement, without charge, upon their written or oral
request, the documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The Registrant shall also provide such parties, without charge, upon their
written or oral request, with all other documents required to be delivered to such parties
pursuant to Rule 428(b) under the Act. Any and all such requests shall be directed to the
Registrant at 110 North Center Street, Suite 202, Hickory, NC 28601.</font></p>

<p ALIGN="CENTER"><font size="2">&nbsp;</font></p>

<p ALIGN="CENTER"><font size="3"><strong>PART II</strong></font></p>

<p ALIGN="CENTER"><font size="2">INFORMATION REQUIRED IN REGISTRATION STATEMENT</font></p>

<p><font size="2">Item 3. Incorporation of Documents by Reference.</font></p>

<p ALIGN="JUSTIFY"><font size="2">The following<b> </b>documents filed with the Securities
and Exchange Commission are incorporated herein by reference:</font></p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(a) The Registrant&#146;s Annual Report
    on Form 10-KSB, which contains the Registrant&#146;s audited financial statements for its
    year ended December 31, 1999, filed pursuant to Section 13 or 15(d) the Securities
    Exchange Act of 1934 (the &quot;Exchange Act&quot;).</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(b) The Registrant&#146;s Quarterly
    Reports on Form 10-QSB for the periods ended September 30, 2000, June 30, 2000,&nbsp; and
    March 31, 2000&nbsp; filed pursuant to Section 13 or 15(d) of the Exchange Act.</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(c) All documents subsequently filed by
    the Registrant pursuant to the Exchange Act prior to the filing of a post-effective
    amendment indicating that all such securities then unsold, shall be deemed to be
    incorporated by reference into this Registration Statement and to be part hereof from the
    date of filing such documents.</font></td>
  </tr>
</TABLE>
<b>

<p></b><font size="2">Item 4. Description of Securities.</font></p>

<p ALIGN="JUSTIFY"><font size="2">The Registrant has authorized 750,000,000 shares of
common stock, par value $.001, of which 400,029,445 shares are issued and outstanding at
the date of this registration statement on Form S-8.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Holders of Registrant&#146;s Common Stock are entitled
to one vote per Share on each matter submitted to a vote of stockholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, holders of the majority of the
outstanding shares of Common Stock are able to elect the entire board of directors and, if
they do so, minority stockholders would not be able to elect any members of the board of
directors. Holders of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the payment of
dividends. During the last two fiscal years, the Registrant has not paid cash dividends on
its Common Stock and does not anticipate that it will pay cash dividends in the
foreseeable future.</font></p>

<p><font size="2">Item 5. Interests of Named Experts and Counsel.</font></p>

<p ALIGN="JUSTIFY"><font size="2">Thomas J. Craft, Jr., Esq., counsel to the Registrant in
connection with the preparation of this registration statement on Form S-8, is the record
holder of options exercisable to purchase 5,187,500 shares of common stock. </font></p>

<p><font size="2">Item 6. Indemnification of Officers and Directors.</font></p>

<p style="text-align: justify"><font size="2">The Registrant's Articles of Incorporation,
as amended, By-laws and Nevada Revised Statutes indemnify all persons so identified as
being covered, including officers and directors, from personal liability as described
below. The Registrant's Articles of Incorporation, as amended, provide that the
Registrant's officers and directors shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director, except
for liability: (i) for acts or omissions which involve intentional misconduct, fraud, or a
knowing violation of law or (ii) for the payment of dividends in violation of Nevada
Revised Statues 78.300. The Nevada Revised Statues also limit the personal liability of
officers and directors under certain circumstances as set forth below: &quot;Section
78-751 of Nevada Revised Statues contains provisions relating to the indemnification of
officers and directors. This section generally provides that a corporation may indemnify
any person who was or is a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except for an action
by or in right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation. It must be shown that he acted in good
faith and in a manner which he reasonably deemed to be in or not opposed to the best
interests of the corporation. Generally, no indemnification may be made where the person
has been determined to be negligent or guilty of misconduct in the performance of his duty
to the corporation. &quot; See Item 9(e) (ii) below.</font></p>

<p><font size="2">Item 7. Exemption From Registration Claimed.</font></p>

<p><font size="2">Not applicable.</font></p>

<p><font size="2">Item 8. Exhibits.</font></p>

<p><font size="2">Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:</font></p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="13%"><font SIZE="2">Exhibit No.</font></td>
    <td width="87%"><font SIZE="2">Description</font></td>
  </tr>
  <tr>
    <td width="13%"><font SIZE="2">5</font></td>
    <td width="87%"><font SIZE="2">Opinion of Thomas J. Craft, Jr., Esq.</font></td>
  </tr>
  <tr>
    <td width="13%"><font SIZE="2">23</font></td>
    <td width="87%"><font SIZE="2">Consent of Thomas J. Craft, Jr., Esq. (Contained in the
    Opinion)</font></td>
  </tr>
  <tr>
    <td width="13%"><font SIZE="2">23.1</font></td>
    <td width="87%"><font SIZE="2">Consent of Dohan and Company., Certified Public Accountants</font></td>
  </tr>
</TABLE>
<b>

<p></b><font size="2">Item 9. Undertakings.</font></p>

<p><font size="2">The undersigned Registrant hereby undertakes:</font></p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(a) To include any material information
    with respect to the plan of distribution not previously disclosed in the Registration
    Statement or any material change to such information in the Registration Statement.</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(b) To file, during any period in which
    offers or sales are being made, a post-effective amendment to this Registration Statement.</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(c) That for the purpose of determining
    any liability under the Securities Act of 1933, as amended (the &quot;Act&quot;), each
    such post-effective amendment shall be deemed to be a new Registration Statement relating
    to the securities offered therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(d) To remove from registration by
    means of a post-effective amendment any of the securities being registered which remain
    unsold at the termination of the offering.</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(e)(i) The undersigned Registrant
    hereby undertakes that, for the purposes of determining any liability under the Securities
    Act of 1933, as amended, each filing of the Registrant&#146;s Annual Report pursuant to
    Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
    applicable, each filing of an employee benefit plan&#146;s annual report pursuant to
    Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
    the Registration Statement shall be deemed to be a new Registration Statement relating to
    the securities offered therein, and the offering of such securities at that time shall be
    deemed to be the initial bona fide offering thereof.</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="JUSTIFY"><font SIZE="2">(e)(ii) Insofar as indemnification for
    liabilities arising under the Securities Act of 1933, as amended, may be permitted to
    directors, officers, and controlling persons of the Registrant pursuant any action of the
    Registrant, or otherwise, the Registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable. In the event that a claim against
    such liabilities (other than payment by the Registrant of expenses paid or incurred by a
    director, officer or controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or controlling person in
    connection with the securities being registered, the Registrant will, unless in the
    opinion of its counsel the matter has been settled by controlling precedent, submit to a
    court of appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be governed by the final
    adjudication of such issue.</font></td>
  </tr>
</TABLE>
<b>

<p ALIGN="CENTER"><font size="2">&nbsp;</font></b></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<hr>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>EXHIBIT 5</b></font></p>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<hr>

<p ALIGN="CENTER"><font size="2"><b>&nbsp;</b></font></p>

<table border="0" width="100%">
  <tr>
    <td width="100%" align="center"><b><font SIZE="4">Thomas J. Craft, Jr., Esq.</font></b></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font SIZE="2">301 Clematis Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font SIZE="2">The Galleria Building</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="2"><p ALIGN="CENTER">West Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="center"><font size="1">Phone: (561) 651-7336 Fax: (561)
    655-3202</font></td>
  </tr>
</TABLE>
<font size="1">

<p ALIGN="CENTER">&nbsp;</p>
</font>

<table border="0" width="100%" cellspacing="0" height="76">
  <tr>
    <td width="100%" height="17"><p ALIGN="center"><font SIZE="2">February 15, 2001</font></td>
  </tr>
  <tr>
    <td width="100%" height="17"><font SIZE="2">Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%" height="17"><font SIZE="2">Washington, DC 20549</font></td>
  </tr>
  <tr>
    <td width="100%" height="17"><font SIZE="2">450 Fifth Street, NW</font></td>
  </tr>
</TABLE>

<p>&nbsp;</p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="30%"><p align="right"><font SIZE="2">Re: </font></td>
    <td width="70%"><font SIZE="2">American Diversified Group,&nbsp; Inc.</font></td>
  </tr>
  <tr>
    <td width="30%"></td>
    <td width="70%"><font SIZE="2">Commission File No. 0-23532</font></td>
  </tr>
  <tr>
    <td width="30%"></td>
    <td width="70%"><font SIZE="2">Registration Statement on Form S-8</font></td>
  </tr>
</TABLE>

<p><font size="2">Gentlemen:</font></p>

<p ALIGN="JUSTIFY"><font size="2">I have been requested by American Diversified Group,
Inc. (the &quot;Registrant&quot;) to furnish an opinion as to matters hereinafter set
forth in connection with this registration statement on Form S-8 under the Securities Act
of 1933, as amended (the &quot;Act&quot;), covering a total of&nbsp; 3,750,000 shares of
common stock, which shares are being issued in connection with the services certain
consultants are providing to the Registrant and to its wholly-owned subsidiary, Global
Transmedia Communications Corporation.</font></p>

<p ALIGN="JUSTIFY"><font size="2">In connection with this opinion, I have reviewed the
filings of the Registrant incorporated by reference in this registration statement, and
have determined that the Registrant is current in its reporting requirements under the
Securities Exchange Act of 1934. I have further determined that the shares have been
legally issued, fully paid and non-assessable. Further, the Registrant has duly authorized
the issuance of the shares and the filing of this registration statement on Form S-8 under
the Act.</font></p>

<p ALIGN="JUSTIFY"><font size="2">I hereby consent to the inclusion of this opinion in the
registration statement on Form S-8 being duly filed with the Securities and Exchange
Commission.</font></p>

<p><font size="2">&nbsp;</font></p>

<p><font size="2">Very truly yours,</font></p>

<p><font size="2">&nbsp;</font></p>
<u>

<p><font size="2">/s/ Thomas J. Craft, Esq.</font></p>
</u>

<p><font size="2">Thomas J. Craft</font></p>

<p><font size="2">&nbsp;</font></p>

<p><font size="2">&nbsp;</font></p>

<p><font size="2">&nbsp;</font></p>

<hr>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>
<font SIZE="2"><b>

<p ALIGN="CENTER">EXHIBIT 23</p>
</b></font>

<p ALIGN="CENTER"><font SIZE="2">(Contained in Opinion-Exhibit 5)</font></p>

<p ALIGN="CENTER">&nbsp;</p>

<p ALIGN="CENTER">&nbsp;</p>

<hr>

<p>&nbsp;</p>
<font SIZE="2"><u>

<p ALIGN="CENTER"></u><strong>EXHIBIT 23.1</strong></p>

<p ALIGN="CENTER">&nbsp;</p>
<b>

<p ALIGN="CENTER">CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</p>
</b>

<p>We previously issued my report, accompanying the financial statements of the Registrant
for the years ended December 31, 1999 and 1998, dated March 28, 2000, filed with the
Registrant&#146;s Annual Report on Form 10-KSB.We hereby consent to the incorporation by
reference of said report in the registration statement on Form S-8 filed with the
Securities and Exchange Commission by the Registrant.</p>

<p>&nbsp;</p>
<u>

<p>/s/ DOHAN AND COMPANY, Certified Public Accountants</p>
</u>

<p>Februar 14, 2001</p>
</font>

<hr>
<font SIZE="2"><u>

<p ALIGN="CENTER">SIGNATURES</p>
</u>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Hickory, State of North Carolina, on the 15th day of February, 2001.</p>

<p>&nbsp;</p>

<table border="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%"><u><font SIZE="2">/s/Jerrold R. Hinton, President/Chief Executive Officer</font></u></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="2">By: Jerrold R. Hinton</font></td>
  </tr>
  <tr>
    <td width="100%"><font SIZE="2">Title: Chief Executive Officer and Chairman</font></td>
  </tr>
</TABLE>
</font>
</body>
</HTML>
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adgi
SECURITIES
    AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF
    1933
AMERICAN
    DIVERSIFIED GROUP, INC.
(Exact name of
    Registrant as specified in its charter)
Nevada
88-0292161
(State or other jurisdiction
    of incorporation or organization)
(IRS employer identification
    no.)
110 North Center Street, Suite 202,
    Hickory, NC
28601
(Address of principal
    executive offices)
(Zip Code)
Compensation and
    Consulting Agreements
(full name of
    the plans)
Jerrold R.
    Hinton, President
American
    Diversified Group, Inc.
110 North Center
    Street, Suite 202
Hickory, NC
    28601
(Name and
    address of agent for service)
828-322-2044
(Telephone
    number, including area code, of agent for service)
Approximate Date of
    Commencement of Proposed Sales under the Plan:
As soon as
    practicable after this Registration Statement becomes effective
Total Number of
    Pages: 6
Exhibit Index
    begins on sequentially numbered page: 3
CALCULATION OF REGISTRATION FEE
Title
    of Securities to be Registered
Amount
    to be Registered
Proposed
    Maximum Offering Price per Share
Proposed
    Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.001
4,050,000
(1)
$.08
(2)
$324,000
$100.00
(2)
(1)
Represents shares issued pursuant to
compensation to persons providing services to Registrant and Registrant's wholly-owned
subsidiary, Global Transmedia Communications Corporation, in connection with
Registrant's business. Additional shares may be issued to the persons as set forth in
this Registration Statement plus such indeterminate number of shares pursuant to Rule
416(c) as may be issued in respect to stock splits, stock dividends and other similar
recapitalizations.
(2)
Estimated solely for the purpose of
calculating the registration fee, based on the average of the bid and asked price of the
Registrant's Common Stock on February 14, 2001and the minimum applicable registration fee
of $100.
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
American Diversified Group, Inc. (hereinafter, the
"Registrant") was incorporated under the laws of the State of Nevada on January
16, 1979. The Registrant has received and shall continue to receive bona fide services
from Kevin Sumrell, a consultant to Registrant's subsidiary, Global Transmedia
Communications Corporation ("Global") and to Registrant, and may agree to serve
Global and Registrant in additional capacities at terms and conditions to be negotiated.
In consideration for Mr. Sumrell's services as a consultant to Global and particularly to
its South American operations, the Registrant has agreed to issue to Mr. Sumrell and to
register in this Form S-8 a total of 2,000,000 shares of Registrant's common stock.
In addition, Registrant has received and shall continue
to receive bona fide consulting services from John A. Coniglio with regard to
financial reporting requirements, accounting and financial consulting services for 
the Registrant and its subsidiaries, advise and consultation regarding tax and financial
compliance matters and coordination with other financial and legal professionals. 
Mr. Coniglio has provided such services to the Registrant since 1995. In consideration for
the continuing services of Mr. Coniglio to the Registrant, the Registrant has agreed to
issue and register 400,000 shares in this Form S-8.
Registrant has also entered into a consulting
relationship with Timothy Huff, a telecommunication network consultant, for services to be
provided to the Registrant and Global and provide advice in connection with new business
opportunities, including but not limited to foreign joint ventures, and development of
foreign telecommunications networks, subscription network management services, marketing
and sales opportunities and strategies, product distribution and contract services, in
consideration for the issuance and registration of 1,200,000 shares in this Form S-8.
Further, in consideration for services provided to the
Registrant related to the creation and maintenance of the Registrant's and Global's web
sites, the Registrant has issued and registered herein a total of 450,000 shares for
William Murphy, as a consultant to the Registrant and its subsidiary, Global.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the persons being issued
shares pursuant to this registration statement, without charge, upon their written or oral
request, the documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The Registrant shall also provide such parties, without charge, upon their
written or oral request, with all other documents required to be delivered to such parties
pursuant to Rule 428(b) under the Act. Any and all such requests shall be directed to the
Registrant at 110 North Center Street, Suite 202, Hickory, NC 28601.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following
documents filed with the Securities
and Exchange Commission are incorporated herein by reference:
(a) The Registrant's Annual Report
    on Form 10-KSB, which contains the Registrant's audited financial statements for its
    year ended December 31, 1999, filed pursuant to Section 13 or 15(d) the Securities
    Exchange Act of 1934 (the "Exchange Act").
(b) The Registrant's Quarterly
    Reports on Form 10-QSB for the periods ended September 30, 2000, June 30, 2000,  and
    March 31, 2000  filed pursuant to Section 13 or 15(d) of the Exchange Act.
(c) All documents subsequently filed by
    the Registrant pursuant to the Exchange Act prior to the filing of a post-effective
    amendment indicating that all such securities then unsold, shall be deemed to be
    incorporated by reference into this Registration Statement and to be part hereof from the
    date of filing such documents.
Item 4. Description of Securities.
The Registrant has authorized 750,000,000 shares of
common stock, par value $.001, of which 400,029,445 shares are issued and outstanding at
the date of this registration statement on Form S-8.
Holders of Registrant's Common Stock are entitled
to one vote per Share on each matter submitted to a vote of stockholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, holders of the majority of the
outstanding shares of Common Stock are able to elect the entire board of directors and, if
they do so, minority stockholders would not be able to elect any members of the board of
directors. Holders of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the payment of
dividends. During the last two fiscal years, the Registrant has not paid cash dividends on
its Common Stock and does not anticipate that it will pay cash dividends in the
foreseeable future.
Item 5. Interests of Named Experts and Counsel.
Thomas J. Craft, Jr., Esq., counsel to the Registrant in
connection with the preparation of this registration statement on Form S-8, is the record
holder of options exercisable to purchase 5,187,500 shares of common stock.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation,
as amended, By-laws and Nevada Revised Statutes indemnify all persons so identified as
being covered, including officers and directors, from personal liability as described
below. The Registrant's Articles of Incorporation, as amended, provide that the
Registrant's officers and directors shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director, except
for liability: (i) for acts or omissions which involve intentional misconduct, fraud, or a
knowing violation of law or (ii) for the payment of dividends in violation of Nevada
Revised Statues 78.300. The Nevada Revised Statues also limit the personal liability of
officers and directors under certain circumstances as set forth below: "Section
78-751 of Nevada Revised Statues contains provisions relating to the indemnification of
officers and directors. This section generally provides that a corporation may indemnify
any person who was or is a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except for an action
by or in right of the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation. It must be shown that he acted in good
faith and in a manner which he reasonably deemed to be in or not opposed to the best
interests of the corporation. Generally, no indemnification may be made where the person
has been determined to be negligent or guilty of misconduct in the performance of his duty
to the corporation. " See Item 9(e) (ii) below.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit No.
Description
5
Opinion of Thomas J. Craft, Jr., Esq.
23
Consent of Thomas J. Craft, Jr., Esq. (Contained in the
    Opinion)
23.1
Consent of Dohan and Company., Certified Public Accountants
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) To include any material information
    with respect to the plan of distribution not previously disclosed in the Registration
    Statement or any material change to such information in the Registration Statement.
(b) To file, during any period in which
    offers or sales are being made, a post-effective amendment to this Registration Statement.
(c) That for the purpose of determining
    any liability under the Securities Act of 1933, as amended (the "Act"), each
    such post-effective amendment shall be deemed to be a new Registration Statement relating
    to the securities offered therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.
(d) To remove from registration by
    means of a post-effective amendment any of the securities being registered which remain
    unsold at the termination of the offering.
(e)(i) The undersigned Registrant
    hereby undertakes that, for the purposes of determining any liability under the Securities
    Act of 1933, as amended, each filing of the Registrant's Annual Report pursuant to
    Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
    applicable, each filing of an employee benefit plan's annual report pursuant to
    Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
    the Registration Statement shall be deemed to be a new Registration Statement relating to
    the securities offered therein, and the offering of such securities at that time shall be
    deemed to be the initial bona fide offering thereof.
(e)(ii) Insofar as indemnification for
    liabilities arising under the Securities Act of 1933, as amended, may be permitted to
    directors, officers, and controlling persons of the Registrant pursuant any action of the
    Registrant, or otherwise, the Registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable. In the event that a claim against
    such liabilities (other than payment by the Registrant of expenses paid or incurred by a
    director, officer or controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such director, officer or controlling person in
    connection with the securities being registered, the Registrant will, unless in the
    opinion of its counsel the matter has been settled by controlling precedent, submit to a
    court of appropriate jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be governed by the final
    adjudication of such issue.
EXHIBIT 5
Thomas J. Craft, Jr., Esq.
301 Clematis Street, Suite 3000
The Galleria Building
West Palm Beach, FL 33401
Phone: (561) 651-7336 Fax: (561)
    655-3202
February 15, 2001
Securities and Exchange Commission
Washington, DC 20549
450 Fifth Street, NW
Re:
American Diversified Group,  Inc.
Commission File No. 0-23532
Registration Statement on Form S-8
Gentlemen:
I have been requested by American Diversified Group,
Inc. (the "Registrant") to furnish an opinion as to matters hereinafter set
forth in connection with this registration statement on Form S-8 under the Securities Act
of 1933, as amended (the "Act"), covering a total of  3,750,000 shares of
common stock, which shares are being issued in connection with the services certain
consultants are providing to the Registrant and to its wholly-owned subsidiary, Global
Transmedia Communications Corporation.
In connection with this opinion, I have reviewed the
filings of the Registrant incorporated by reference in this registration statement, and
have determined that the Registrant is current in its reporting requirements under the
Securities Exchange Act of 1934. I have further determined that the shares have been
legally issued, fully paid and non-assessable. Further, the Registrant has duly authorized
the issuance of the shares and the filing of this registration statement on Form S-8 under
the Act.
I hereby consent to the inclusion of this opinion in the
registration statement on Form S-8 being duly filed with the Securities and Exchange
Commission.
Very truly yours,
/s/ Thomas J. Craft, Esq.
Thomas J. Craft
EXHIBIT 23
(Contained in Opinion-Exhibit 5)
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We previously issued my report, accompanying the financial statements of the Registrant
for the years ended December 31, 1999 and 1998, dated March 28, 2000, filed with the
Registrant's Annual Report on Form 10-KSB.We hereby consent to the incorporation by
reference of said report in the registration statement on Form S-8 filed with the
Securities and Exchange Commission by the Registrant.
/s/ DOHAN AND COMPANY, Certified Public Accountants
Februar 14, 2001
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Hickory, State of North Carolina, on the 15th day of February, 2001.
/s/Jerrold R. Hinton, President/Chief Executive Officer
By: Jerrold R. Hinton
Title: Chief Executive Officer and Chairman