U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

  [X]  QUARTELY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
       OF 1934

                For the quartely period ended September 30, 1996

  [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

       FOR THE TRANSITION PERIOD FROM   JULY 1, 1996 TO SEPTEMBER 30, 1996
                                        ------------    ------------------

                           COMMISSION FILE NO. 1-13134

                      AMERICAN NORTEL COMMUNICATIONS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


                    WYOMING                          87-0507851
         (State or Other Jurisdiction of     (I.R.S. Employer I.D. No.)
         Incorporation  or  organization)

7201  EAST  CAMELBACK  ROAD,  SUITE  320
SCOTTSDALE,  AZ  85251
(Address  of  Principal  Executive)


Issuer's  Telephone  Number:  (602)  945-1266

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
  REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was  required to file such), and (2) has been subject to such filing
requirements  for  the  past  90  days.

(1)  Yes        /     /     No     /  X  /

(2)  Yes        /  X  /     No     /     /

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check  whether the registration filed all documents and reports required to
be  filed  by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of  securities  under  a  plan  confirmed  by  court.

     Yes   /   /     No  /   /

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes of
common  stock,  as  of  the  latest  practicable  date:

     NOVEMBER  30,  1998

                        COMMON VOTING STOCK - 15,545,785

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.


                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

          NONE;  NOT  APPLICABLE.

ITEM  2.     CHANGES  IN  SECURITIES.

          NONE;  NOT  APPLICABLE.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

          NONE;  NOT  APPLICABLE.

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

          NONE;  NOT  APPLICABLE.

ITEM  5.     OTHER  INFORMATION.

ITEM  6.   MANAGEMENT  DISCUSSIONS  AND  ANALYSIS

ITEM  7.     EXHIBITS

     FINANCIAL  DATA  SCHEDULE

<PAGE>
<TABLE>
<CAPTION>
                                        AMERICAN NORTEL COMMUNICATIONS, INC.
                                             COMPARATIVE BALANCE SHEET
                                         AS OF SEPTEMBER 30, 1996 AND 1995

                                         ASSETS
                                                                1996                              1995
<S>                                              <C>               <C>              <C>              <C>
CURRENT ASSETS:
  Cash in Bank. . . . . . . . . . . . . . . . .  $     24,693.41                         (1,285.56)
  Prepaid Expenses. . . . . . . . . . . . . . .       150,000.00                                 - 
  Intangilbe Debt Issue . . . . . . . . . . . .                -                                 - 
  Accounts Receivable . . . . . . . . . . . . .                -                                 - 
                                                 ----------------                   ---------------


    TOTAL CURRENT ASSETS                                               174,693.41                        (1,285.56)

PROPERTY AND EQUIPMENT:
  TELECOMMUNICATIONS PROPERTY . . . . . . . . .        39,707.20                         35,252.19 
LESS: Accumulated Depreciation. . . . . . . . .       (10,939.00)                        (1,260.00)
                                                 ----------------                   ---------------
    TOTAL PROPERTY AND EQUIPMENT                                        28,768.20                        33,992.19 

OTHER ASSETS:
  Investment Through Barter . . . . . . . . . .     1,237,567.00                                 - 
  Other Assets. . . . . . . . . . . . . . . . .                -                                 - 
  Due From Related Party. . . . . . . . . . . .        45,319.69                                 - 
                                                 ----------------                   ---------------
    TOTAL OTHER ASSETS                                               1,282,886.69                                - 
                                                                   ---------------                   --------------

    TOTAL ASSETS                                                   $ 1,486,348.30                        32,706.63 
                                                                   ===============                   ==============




                                         LIABILITIES

CURRENT LIABILITIES:
  Trade Accounts Payable. . . . . . . . . . . .     1,313,710.84                         79,497.19 
  Trade Accounts Payable - Other. . . . . . . .                -                                 - 
  Federal Payroll Taxes Payable . . . . . . . .        30,379.42                          3,781.84 
  Notes Payable . . . . . . . . . . . . . . . .       675,000.00                        727,025.58 
  Accrued Interest Payable. . . . . . . . . . .       267,239.00                        219,202.00 
                                                 ----------------                   ---------------

    TOTAL CURRENT LIABILITIES                                        2,286,329.26                     1,029,506.61 

LONG-TERM LIABILITIES:
  Converted Debentures. . . . . . . . . . . . .                -                                 - 
  Unearned Phone Card Revenue . . . . . . . . .       381,567.30                                 - 
                                                 ----------------                   ---------------

    TOTAL LONG-TERM LIABILITIES                                        381,567.30                                - 
                                                                   ---------------                   --------------

    TOTAL LIABILITIES                                                2,667,896.56                     1,029,506.61 


                                         STOCKHOLDERS' EQUITY
  Preferred Stock . . . . . . . . . . . . . . .       198,000.00                                 - 
  Common Stock. . . . . . . . . . . . . . . . .    20,931,832.00                     20,198,157.00 
  Treasury Stock. . . . . . . . . . . . . . . .      (117,000.00)                                - 
  Retained Earnings(Loss) . . . . . . . . . . .   (22,194,380.26)                   (21,194,956.98)
                                                 ----------------                   ---------------

    TOTAL STOCKHOLDERS' EQUITY                                      (1,181,548.26)                     (996,799.98)
                                                                   ---------------                   --------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 1,486,348.30                    $   32,706.63 
                                                                   ===============                   ==============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                              AMERICAN NORTEL COMMUNICATIONS, INC.
                          COMPARATIVE STATEMENT OF INCOME AND EXPENSE
                       FOR THE PERIOD ENDING SEPTEMBER 30, 1996 AND 1995


                                           1996           1995
1ST QUARTER                            YEAR TO DATE   1ST QUARTER   YEAR TO DATE
<S>                                   <C>             <C>           <C>            <C>
INCOME
  Airtime Income . . . . . . . . . .  $   37,387.73     37,387.73       5,000.00      5,000.00 


  COST OF SALES. . . . . . . . . . .      (5,381.36)    (5,381.36)      1,100.00      1,100.00 


GROSS PROFIT . . . . . . . . . . . .      42,769.09     42,769.09       3,900.00      3,900.00 

  SELLING EXPENSE. . . . . . . . . .     (10,435.32)   (10,435.32)      1,268.31      1,268.31 

  GENERAL & ADMINISTRATIVE . . . . .      53,567.04     53,567.04      82,475.67     82,475.67 
                                      --------------  ------------  -------------  ------------
    TOTAL EXPENSE. . . . . . . . . .      43,131.72     43,131.72      83,743.98     83,743.98 

    EARNINGS (LOSS) FROM OPERATIONS.        (362.63)      (362.63)    (79,843.98)   (79,843.98)

OTHER INCOME (EXPENSE)
  Other Income . . . . . . . . . . .              -             -              -             - 
  Amortization Expense . . . . . . .              -             -              -             - 
  Interest Expense . . . . . . . . .     (12,500.00)   (12,500.00)    (30,713.00)   (30,713.00)
  Loss on Abandonment. . . . . . . .     (45,970.38)   (45,970.38)             -             - 
  Gain on Discountinued Operations .       5,898.07      5,898.07              -             - 
                                      --------------  ------------  -------------  ------------
    TOTAL OTHER INCOME . . . . . . .     (52,572.31)   (52,572.31)    (30,713.00)   (30,713.00)

NET INCOME (LOSS). . . . . . . . . .  $  (52,934.94)   (52,934.94)   (110,556.98)  (110,556.98)
                                      ==============  ============  =============  ============


  COMMON VOTING SHARES . . . . . . .                    8,907,500                    3,079,500 
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                 AMERICAN NORTEL COMMUNICATIONS, INC.
                                        STATEMENT OF CASH FLOWS
              FOR THE PERIOD ENDED SEPTEMBER 30, 1996 AND FISCAL YEAR ENDED JUNE 30, 1996


                                                                              1ST QTR         1996
<S>                                                                        <C>            <C>
  CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (52,934.94)  (859,045.00)
    Adjustments to reconcile net income to net cash provided by operating
      activities.
      Depreciation and amortization . . . . . . . . . . . . . . . . . . .      2,000.00      8,939.00 
      Expenses related to common stock. . . . . . . . . . . . . . . . . .             -    166,250.00 
      Expenses related to barter trades . . . . . . . . . . . . . . . . .     60,639.00    450,406.00 

    Increase (decrease) in:
      Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . .             -     17,492.00 
      Barter payable. . . . . . . . . . . . . . . . . . . . . . . . . . .    (76,139.16)
      Interest payable. . . . . . . . . . . . . . . . . . . . . . . . . .     13,500.00     65,250.00 
      Payroll taxes payable . . . . . . . . . . . . . . . . . . . . . . .      4,344.20     26,035.00 
                                                                           -------------  ------------
          NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES. . . . . . . .    (48,590.90)  (124,673.00)


  CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment . . . . . . . . . . . . . . . . .             -    (37,213.00)
                                                                           -------------  ------------
          NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES. . . . . . . .             -    (37,213.00)


  CASH FLOWS FROM FINANCING ACTIVITIES
    Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . .    (17,068.69)   (36,451.00)
    Proceeds from issuing common stock. . . . . . . . . . . . . . . . . .     91,000.00    314,625.00 
    Purchase of treasury stock. . . . . . . . . . . . . . . . . . . . . .   (117,000.00)            - 
                                                                           -------------  ------------
          NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES. . . . . . . .    (43,068.69)   278,174.00 
                                                                           -------------  ------------

        NET INCREASE (DECREASE) IN CASH . . . . . . . . . . . . . . . . .    (91,659.59)   116,288.00 

        CASH AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . .    116,353.00         65.00 
                                                                           -------------  ------------
              CASH AT END OF PERIOD . . . . . . . . . . . . . . . . . . .  $  24,693.41    116,353.00 
                                                                           =============  ============
</TABLE>

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

1.   NATURE  OF  OPERATIONS,  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,
     USE  OF  ESTIMATES  AND  RECLASSIFICATIONS

NATURE  OF  OPERATIONS

The  Company  has  existed  in  various  forms since 1979 and has evolved from a
mining  exploration  and  development business to a telecommunications business.
The Company has been known as American Nortel Communications, Inc. ("ANC") since
1992  and  became a Wyoming corporation in 1993.  ANC currently operates only in
the  telecommunications  business,  providing long distance telephone service in
combination  with  additional related services in the United States and a number
of  foreign  countries.

Prior  to September 14, 1994, ANC conducted almost all of its telecommunications
business  through  NorTel  Communications,  Inc.  ("NorTel-US"),  a wholly owned
subsidiary in Salt Lake City, Utah.  All subsidiaries, including NorTel-US, were
not  active  and  were  sold  for  nominal  consideration  or  were  dissolved.

On September 14, 1994, ANC and NorTel-US filed petitions under Chapter 11 of the
U.S. Bankruptcy Code, under case numbers 948-24604 and 948-24605 respectively in
the U.S. Bankruptcy Court, District of Utah, Central Division.  ANC's bankruptcy
proceeding  was  subsequently  converted  to  a  Chapter  7  proceeding  and was
thereafter  dismissed on February 7, 1995.  NorTel-US was sold June 27, 1995 for
nominal  consideration  to  an affiliate of former directors, leaving ANC as the
sole  surviving  entity.

ANC's  common  stock  was  approved  for  listing  on  the Boston Stock Exchange
effective  June  22,  1994.  However,  it  was  delisted on January 20, 1995 for
failure  to meet maintenance requirements.  The common stock had previously been
listed for trading on the Vancouver Stock Exchange from September 18, 1980 until
August  14,  1994.  ANC's  common  stock  is also traded in the over-the-counter
market  and  is  quoted  under  the  NASDAQ  symbol  "ARTM".

The  Company  was  dormant when ANC's current President, Chief Executive Office,
and  Board Chairman, William P. Williams, Jr. achieved control of the Company on
June  27,  1995.  On  that  day,  the former officers and directors resigned and
assigned  their  rights  under  certain  agreements  to  Mr.  Williams.

Subsequently,  the  Company has utilized various methods, including the infusion
of  capital, barter trading, and the establishment of ANC as a "LEC" billed long
distance  carrier  to  reestablish  the financial viability of the Company.  The
Company  attempted  to use prepaid phone cards to barter for goods and services,
not  requiring  the  expenditure  of  cash.  However,  ANC  encountered numerous
difficulties  with this strategy, which is largely responsible for the delays in
filing  the  required  financial  statements  with  the  Securities and Exchange
Commission  ("SEC").

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

1.   NATURE  OF OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, USE OF
     ESTIMATES  AND  RECLASSIFICATIONS  (CONTINUED)

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

The  accounting  policies  followed  by  the Company and the methods of applying
those  policies  that  materially  affect  the  determination  of  its financial
position,  results  of  operations,  or  cash  flows  are  summarized  below.

CASH  AND  CASH  EQUIVALENTS

The  Company considers all highly liquid investments, having a maturity of three
months  or  less  when  purchased  to  be  cash  equivalents.

REVENUE  RECOGNITION  -  PHONE  CARD  REVENUE

Generally  accepted  accounting  principles  ("GAAP")  require  the  deferral of
revenue to match the future cost of providing service.  Accordingly, the prepaid
phone  cards  which were bartered and sold, most of which expire within 18 to 24
months  of  issuance,  require  the deferral of revenues to be recognized as the
units  of  time  on  the  cards  are  utilized.

During  the  1996  and  1997  fiscal  years  management committed ANC to provide
approximately  11,354,000  and 4,661,000 units of time, respectively.  Committed
units related primarily to barter trades.  Committed units related to cash sales
were  nominal.

ANC  issued  approximately 3,074,000 and 8,897,000 units of time during 1996 and
1997, respectively.  As units were issued, the liability for committed units was
reduced and recorded as unearned revenues.  Issued units could not be used until
the  Company  activated  the card PIN numbers.  Cards were issued related to the
barter  transactions  for  which  the  PIN  numbers  were  never  activated.

As  the issued and activated units were utilized, unearned revenues were reduced
and  recorded as earned revenues.  Approximately 265,000 and 1,260,000 activated
units  were  utilized  during  fiscal  1996 and 1997, respectively, resulting in
generated  revenues  of  $36,000  and  $171,000  in 1996 and 1997, respectively.
During  1997,  the  service  was  suspended  and the related barter transactions
rescinded  by  ANC  management.  As  a good faith gesture, ANC agreed to provide
limited service through another vendor until June 30, 1998.  As of June 30, 1998
the  program  expired  and  was  terminated  with  the  service  provider.

The  company  also  recognizes  revenue  from the one-plus and 800 long distance
services.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

1.   NATURE  OF  OPERATIONS,  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,
     USE  OF  ESTIMATES  AND  RECLASSIFICATIONS  (CONTINUED)

All remaining units in excess of those utilized in fiscal 1998, were recorded as
gain  at  the end of fiscal 1997, since these revenues did not relate to service
provided  and  originated  from  barter transactions which were rescinded during
that  year.

COST  RECOGNITION  -  PHONE  CARD  UNITS

Costs  are  incurred  and recognized as the purchaser utilizes the units.  Costs
related  to  providing the recognized service revenues amounted to approximately
$22,000  and  $222,000,  respectively,  in  1996  and 1997.  Production costs of
unissued  cards  are  not  considered  significant enough to record as a prepaid
expense.

MARKETING  COSTS

Direct response marketing costs, primarily incurred through contracted telephone
solicitation of prospective accounts are deferred and amortized over the average
life  of  the  new  accounts  generated  in  subsequent  periods.

INCOME  TAXES

The  provision  for  income  taxes includes deferred income taxes resulting from
temporary differences in the recognition of certain income and expense items for
financial  reporting  purposes  in different periods than for tax purposes.  The
Company calculates its income tax provision and deferred income taxes under SFAS
109.

The  Company  uses  the  flow-through  method  of  accounting for investment tax
credits.

BASIS  OF  PRESENTATION

The  accompanying  financial statements have been prepared on the basis that the
Company  will continue as a going concern, which contemplates the realization of
assets  and  the  satisfaction  of liabilities in the normal course of business.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

ANC  has  sustained  significant losses in its fiscal years ended 1995 and 1996.
The  effect of these losses have been mitigated by the infusion of cash from new
equity  capital  and  the payment of significant obligations through issuance of
the  Company's  common  stock.  The stockholders' deficiency has worsened during
these  periods.  Profitability  from  operations and favorable resolution of the
numerous claims and contingencies discussed later in these notes are required to
reduce  the  deficiency.  If  profitability  is not achieved, the deficiency can
only  be  eliminated  through  the  issuance  of  additional  equity securities.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

1.   NATURE  OF OPERATIONS, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, USE OF
     ESTIMATES  AND  RECLASSIFICATIONS  (CONTINUED)

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  significantly  from  those  estimated.  Material
estimates  that  are  particularly  susceptible  to  significant  change  in the
near-term  relate  to  the  determination  of the collectability of receivables,
useful  lives  of  property  and equipment and impairment of long -lived assets.

2.   NON-MONETARY  TRANSACTIONS

BARTER  TRADES

In  December  1995, ANC began trading long distance phone time for other assets.
The  Company has recorded the trades at the lower of the wholesale price of $.15
per unit value or estimated net realizable value of the property received in the
following  exchanges.

FISCAL  1996  BARTER  TRANSACTIONS

BARTERS  TRADES  FOR  TANGIBLE  PERSONAL  PROPERTY

On  February  20,  1996  L&J  Liquidators  agreed  to  accept 483,500 minutes of
long-distance  phone time for office furniture, office supplies and a Nordic ski
boat for a total of $72,525 at $.15 per minute.  131,500 minutes were awarded as
a  finder's  fee  for  the  Fall  Creek  Inn  barter  described  below.

BARTER  TRADE  FOR  REAL  ESTATE  -  THE  FALL  CREEK  INN

On  March  30,  1996  the Kendel Corp agreed to accept 8,888,889 minutes of long
distance  phone time for rights to the Fall Creek Inn in Branson, Missouri.  ANC
also  signed  a five-year lease commencing April 15, 1996 and expiring March 14,
2001.  The  lease  required  ANC  to  pay  the  underlying  loan payments to the
Mercantile  Bank,  which then was $20,069 per month.  ANC also agreed to pay the
real  and  personal  property taxes, maintenance and improvements, utilities and
insurance.  Provided  ANC  was  not in default on any rental payments, and, kept
and  performed  all  other covenants and obligations required ANC could exercise
its  option  to  purchase  the property for the remaining principal and interest
balance  due  on  the  loan.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

2.   NON-MONETARY  TRANSACTIONS  (CONTINUED)

On  March  30,  1996  ANC  took  operating  possession  of  the Inn.  ANC issued
1,590,000  minutes  of domestic long distance credits as of June 30, 1996 and an
additional  4,066,000  minutes  during  fiscal 1997.  ANC also advanced cash for
operations  and  lease  payments  totaling  $54,000 through June 30, 1996 and an
additional  $178,000  during  fiscal  1997.  During 1997, the lessor repossessed
this  property  and  the  activity  ceased.  As of the date of the repossession,
2,477,000  minutes  of  long  distance  phone  time  remained unissued under the
agreement,  with an additional 756,000 minutes unissued, which had been assigned
by  the  lessor to a third party.  It is management's contention that the return
of  the property to the owner effectively rescinded the obligation to supply the
minutes  as  agreed  upon.

The  lessor  repossessed  the  property  on  January 31, 1997 and filed suit for
breach  of  contract  and recovery of damages.  A default judgment was initially
entered,  granting  Plaintiff  rent,  possession  and  damages  in  excess  of
$3,000,000.  A motion to set the default judgment aside was successful and there
has  been  no  appeal.  The  Court  ordered  that  possession  be  permanently
transferred  to  the  Plaintiff  leaving  the  Plaintiff  in possession and full
ownership,  with  ANC no longer having an interest in the property.  The case is
still  pending  on  the  issue  of damages.  Since either party has conducted no
discovery,  Counsel  is unable to evaluate the potential exposure to ANC in this
case  at  this  time.

The leasehold, recorded at $1,200,000, was reduced by amortization of $61,000 in
fiscal  1996  prior  to  abandonment  of  the  property.  A valuation reserve of
$31,650  has  also  been  recorded  to  reduce  the  value  to the amount of the
remaining  balance  of  unissued time bartered on the transaction as of June 30,
1996.

BARTER  TRADE  FOR  REAL  ESTATE  -  PALMDALE,  CALIFORNIA  LOT

On  March 16, 1996 James Griffith, Jr. agreed to accept 44,444 units of domestic
long  distance  phone  time  for  an  undeveloped  lot  in Palmdale, California,
recorded  at  $6,667  at  $.15  per minute.  The trade was made through a barter
trade  network  transaction.

BARTER  TRADE  FOR  AUTOMOBILE

On  April  7,  1996  Joe  Blanton agreed to accept 44,444 units of domestic long
distance  phone  time  for a 1966 Jaguar Mark 10, recorded at $7,000, as the car
was  subsequently  sold  for  $7,000  cash  on  April  22,  1996.

BARTER  TRADE  FOR  STOCK

On  April  7,  1996  Joe Blanton. agreed to accept 11,111 units of domestic long
distance phone time for 100,000 shares of Penn Pacific Stock, recorded at $1,667
at  $.15  per  minute.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

2.   NON-MONETARY  TRANSACTIONS  (CONTINUED)

BARTER  TRADE  FOR  REAL  ESTATE  -  POINTE  ROYALE,  MISSOURI  PATIO  HOME

On  April  10,  1996 Len D. Clayton agreed to accept 1,166,667 units of domestic
long  distance phone time for a patio home in Pointe Royale, Missouri, valued at
$275,000  by  ANC management.  ANC also agreed to assume a loan of approximately
$130,000  secured by the property.  Title was to be transferred upon delivery of
long  distance  units.  Since  ANC  took  possession, but not ownership, ANC was
never  legally named a creditor on the loan.  The net investment of $145,000 has
accordingly  been  recorded  as  a  deposit  on  a  realty  transaction that was
subsequently  forfeited.

On  April  10, 1996, when ANC took possession of the property, it issued 391,000
minutes of domestic long distance credits. During fiscal 1997 ANC issued another
770,000  minutes.

During  fiscal  1997,  ANC  returned  the  property  to  the  owner.

A  valuation  reserve  of  approximately $49,000 has been recorded to adjust the
value  to  the  amount of the remaining balance of unissued time bartered on the
transaction  as  of  June  30,  1996.

BARTER  TRADE  FOR  BOAT

On  April  22,  1996  C.L.  Carr  agreed to accept 88,889 units of domestic long
distance  phone  time for a 1963 35 foot Cris Craft boat for a recorded value of
$13,333 at $.15 per minute.  A valuation reserve of $13,333 has been established
as  of  June  30,  1996  to adjust the carrying value to the amount subsequently
realized  upon  return  of  the  asset  to  the  owner.

Minutes  issued  are  included  in  the  Pointe  Royale minutes disclosed above.

BARTER  TRADE  FOR  ART

In  May  1996 Ed Iverson agreed to accept 11,000 units of domestic long distance
phone  time  for  five limited edition art prints recorded at $1,650 at $.15 per
minute.

BARTER  TRADE  FOR  EQUIPMENT

On  May  8,  1996  George  La Goe agreed to accept 52,222 units of domestic long
distance  phone  time  and  $2,000  cash for a tractor and other equipment.  ANC
issued 52,222 minutes of domestic long distance credits (including 22,222 issued
to  Barter  Business  Network)  as  of June 30, 1996 prior to abandonment of the
property  in  fiscal  1997.  An  additional valuation reserve of $9,833 has been
established  to  reflect  the  amount  realized  on  subsequent  abandonment.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

2.   NON-MONETARY  TRANSACTIONS  (CONTINUED)

BARTER  TRADE  FOR  AUTOMOBILE

On May 15, 1996 Steve Muskett agreed to accept $5,500 in trade credits (BXI) and
$500 cash for a 1969 Lincoln Continental Mark 3, recorded at $6,000.  ANC issued
12,222  minutes  of domestic long distance credits to BXI for this barter trade.
The  amount  has  been  fully  reserved  as  a  subsequently  abandoned  asset.

BARTER  TRADE  FOR  REAL  ESTATE  -  RIDGEDALE,  MISSOURI  LOTS

On  June  5, 1996 Heritage West, Inc. agreed to accept 116,000 units of domestic
long distance phone time for six undeveloped lots in Ridgedale, Missouri, valued
at  $17,400 at $.15 per minute. The units were to be ordered within 24 months of
the  agreement date and expire 18 months after the issue date.  The deed was not
assigned  to  ANC  until  July  1,  1996 and there is no evidence it was legally
recorded.  The  minutes  tendered in fiscal 1996 were recorded as a deposit on a
realty  transaction.

ANC  issued 16,000 minutes of domestic long distance credits as of June 30, 1996
and  an  additional  63,000  minutes  during  fiscal 1997 prior to return of the
property.  As  of  the  date  the  property  was returned 37,000 minutes of long
distance  phone  time were still due the owner under the agreement.  A valuation
reserve  of  $2,400  was  recorded  to  adjust  the  value  to the amount of the
remaining  balance of committed but unissued time bartered on the transaction as
of  June  30,  1996.

BARTER  TRADE  FOR  BICYCLES

On  June  26,  1996  the  Equitas  Group,  Inc. agreed to accept 73,560 units of
domestic  long  distance phone time for 222 bicycles located in a warehouse near
Dallas,  Texas, recorded at $11,034 at $.15 per minute.  A valuation reserve has
been  established  at  June  30,  1996 to fully recognize the loss on subsequent
abandonment.

STOCK  TRANSACTIONS

The Company has entered into numerous transactions where it traded its stock for
assets  or services.  These transactions are disclosed under the caption "Common
Stock  Issued".

3.     PREPAID  EXPENSES

Prepaid  expenses  consist  of a $75,000 management fee paid to Wilcom, Inc. for
fiscal  1997, paid in June, 1996 by the issuance of ANC stock at $.15 per share.
Also included is $75,000 compensation paid to Eva Williams, (the wife of William
P. Williams, Jr.) for fiscal 1997 and 1998, paid in June 1996 by the issuance of
ANC  stock  at  $.15  per  share.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

4.   PROPERTY  AND  EQUIPMENT

Property  and  equipment,  at  cost,  consists  primarily  of telecommunications
equipment, net of accumulated depreciation. Depreciation is calculated using the
straight-line  method  over  a  five  year  estimated  useful  life.

5.   BARTER  ACCOUNTS  AND  INVESTMENTS

BARTER  ACCOUNTS

Barter  accounts consist of phone cards placed with five barter groups, net of a
valuation  reserve  of approximately  $33,000, to reflect the subsequent loss on
abandonment  of  these  deposited  amounts.

INVESTMENTS  ACQUIRED  THROUGH  BARTER

Investments  acquired  through  barter  consists of assets, discussed in Note 2,
acquired  in  transactions  which  were not rescinded, but were later abandoned.
The  assets,  all  tangible  personal  property,  are  stated net of a valuation
reserve  of  approximately  $119,000.

INVESTMENTS  ACQUIRED  THROUGH  BARTER,  RESCINDED

Investments  acquired through barter consist of the Fall Creek Inn leasehold and
other  deposits  on  realty  transactions,  discussed  in  Note  2,  which  were
subsequently  rescinded  by  ANC in fiscal 1997.  These assets are stated net of
accumulated  amortization  of  $61,000  and a valuation reserve of approximately
$64,000.

6.   INVESTMENT  IN  AFFILIATE

Investment in affiliate consists of 400,000 shares of ANC common stock placed on
deposit  with the Continental Indoor Soccer League in accordance with terms of a
franchise  agreement  further  discussed  in Note 10, "The Anaheim Splash".  The
asset  is  stated net of a valuation reserve of $200,000 to reflect the probable
loss  of  this  asset.

7.   BARTER  TRADE  COMMITMENTS

Barter  trade  commitments  consist  of  the value of the committed but unissued
long-distance  units  traded for various assets, discussed more fully in Note 2.
During  fiscal  1997  the  remaining  commitment, totaling  $687,000, was offset
against  the rescinded barter assets in determining the net loss on abandonment.

8.   NOTES  PAYABLE

CONVERTIBLE  NOTES  PAYABLE

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

8.   NOTES  PAYABLE  (CONTINUED)

9%  convertible  secured  notes  due  December  31,  1996  with interest payable
quarterly,  convertible  into  common  stock  of  ANC  at  $4.00 per share, with
warrants  (which  expired  December  31,  1995)  to  purchase

CONVERTIBLE  NOTES  PAYABLE

up  to  78,125 common shares at $4.00 per share, originally secured by guarantee
bond  (10%  per  annum)  purchased  from  a  surety  company:

<TABLE>
<CAPTION>
<S>                                        <C>
Herman Meinders . . . . . . . . . . . . .  $100,000
Express Services, Inc.,
  formerly BancOklahoma Trust Company . .   450,000
Southwest Securities, Inc. (Gerald Eason)    50,000
Marguerite Colton . . . . . . . . . . . .    25,000
</TABLE>

9%  convertible  secured  notes  due  December  31, 1998 with quarterly interest
payments,  escalating  to  18.2%  in  years  2 through 6, convertible into 6,000
shares  of  common stock of ANC at $5.00 per share, with warrants (which expired
September  7,  1997)  to  purchase  6,000  common  shares  at  $5.00  per share,
originally  secured  by  guarantee  bond (10% per annum) purchased from a surety
company:

<TABLE>
<CAPTION>
<S>                                  <C>
Earle F. Waters, Trust. . . . . . .    25,000
EF Waters & Eleanor M Waters, Trust    25,000
                                     --------

Total convertible notes . . . . . .  $675,000
                                     ========
</TABLE>

On  August  7,  1996,  Wilcom  issued  10,000  shares of its stock in ANC to Mr.
Meinders  as  payment  for  interest  on  his  note.

Accrued  but unpaid interest on the above notes totaled $253,739 and $188,489 as
of  June  30,  1996  and  1995  respectively.

SETTLEMENT  OF  NOTES  AND  INTEREST

ANC  is  delinquent  on  paying the principal and interest amounts due under the
note  terms.  The  note  holders  have  filed  suit  against  ANC and the surety
company.  On April 7, 1998 a judgment was entered against ANC in favor of Herman
Meinders  and  Marguerite  Colton.  The  respective amounts of the judgments are
$144,529  and  $33,876  including  interest  at  9%  per  annum.

The  claim  of  Express  Services  is  pending  with  no  current trial setting.
However,  it  is  anticipated  that judgment will be entered in favor of Express
Services, Inc. for all amounts claimed due and owing.  A claim on the Eason note
has  yet  been asserted but ANC counsel anticipates that at some point suit will
be  filed  and  judgment  will  be  established  for  all  amounts  claimed due.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

8.   NOTES  PAYABLE  (CONTINUED)

The  court  determined  that interest is payable at the 9% rate specified in the
agreement without penalty.  ANC is attempting to negotiate the retirement of the
other  notes.

9.   PROVISION  FOR  INCOME  TAXES  AND  DEFERRED  INCOME  TAXES

There  is no current or deferred tax expense or benefit for income taxes for the
years  ended  June 30, 1996 and 1995.  The Company realized net operating losses
in  1996  and  1995.

The  deferred  tax  consequences of temporary differences in reporting items for
financial  statement  and  income  tax  purposes are recognized, if appropriate.
Realization  of  the  future  tax benefits related to the deferred tax assets is
dependent  on  many factors, including the Company's ability to generate taxable
income  within  the net operating loss period.  The Company has considered these
factors  in  reaching its conclusion as to the valuation allowance for financial
reporting  purposes.

At  June  30,  1996  the  Company has unused net operating losses of $10,600,000
expiring from 2009 through 2011.  No deferred tax asset has been recorded as the
Company  has  provided  a  valuation allowance in the full amount of the benefit
until  such time as deferred tax liabilities are realized or future earnings are
considered  likely.

10.  COMMITMENTS  AND  CONTINGENCIES:

LITIGATION

ANC  is  named  as  defendant  in  the  following  suits:

CLIC  International  Corporation  vs.  W.P.  & Eva Williams, dba ANC - The suit,
claiming  damages in an amount less than $30,000 is related to a barter trade of
phone cards for light bulbs for the Fall Creek Inn, was filed during fiscal 1997
and is recorded as a disputed claim.  The suit is pending but accrued as of June
30,  1997.

KPMG  Peat Marwick vs. Certified Surety Group, Ltd. and ANC - The suit, claiming
damages in the amount of $30,000 is for services rendered by KPMG related to its
audit of the June 30, 1993 ANC financial statements.  The amount, which is being
disputed  by  ANC  management,  has  been  accrued  as  of  June  30,  1995.

Kendel  Corp.  vs.  ANC - The suit is discussed in detail in Note 2, "Fall Creek
Inn".  The  suit  is  pending.

Lantern Bay, Inc. and Richmond Heights vs. ANC - The suit is discussed in detail
in  Note  2,  "Palace View".  The Lantern Bay portion was settled in fiscal 1998
for  $15,000  and  properly  accrued  as  of  June  30.  1997.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

10.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

Records  Retrieval  vs.  ANC - The suit is discussed in detail in Note 15, "Long
Distance  Service  Agreements."  The  suit  was  settled  in  fiscal  1998  for
approximately  $42,000  and  properly  accrued  as  of  June  30,  1997.

Hartzog  Conger  Cason  vs.  ANC  -  The  suit is discussed in detail in Note 8,
"Settlement  of  Notes and Interest".  Certain of the note holders have received
judgment  and  others  are  pending.

LONG  DISTANCE  SERVICE  AGREEMENTS

On  September  20,  1995  ANC entered into a Lightswitch Services Agreement with
Electric Lightwave, Inc. ("ELI") whereby ELI agreed to provide switched services
to  ANC.  The  term  of  the  agreement  was for one year with continuation on a
month-to-month basis thereafter.  During the six-month "ramp-up" period, ANC was
billed  for actual usage.  After the ramp-up period they were billed the greater
of the minimum usage (50,000 per month) or actual minutes of use.  Additionally,
a  surcharge  of  $.01  was to be charged if the minimum commitment was not met.

In  March  1996  ANC  entered into an Agreement with Vancouver Telephone Company
("VTC")  whereby ANC provided long-distance services to VTC through its carrier,
ELI.  Through  June  30, 1996 VTC had paid approximately $6,000 to ANC under the
agreement  and  an  additional  $14,000  through November 1996.  The fiscal 1996
revenue  was  greater  than  10%  of  the  revenues  of  ANC.

LEASES

The  Company  has  entered  into  lease  obligations  for  office  space for its
corporate  headquarters  in  Scottsdale,  Arizona and its support center in Salt
Lake City, Utah.  The Scottsdale agreement, dated April 1, 1997 expired on March
31, 1998 and has been extended for six months.  The Utah agreement dated January
1996  expired on March 31, 1997.  Under terms of the agreements ANC pays monthly
rents  totaled  approximately  $2,000.  The  Company  paid  rents of $18,000 and
$23,000  during  the  1996  and  1997  fiscal  years  respectively.

As  discussed above under the caption "Barter transactions", the Company entered
into agreements to lease a hotel and other rental properties.  The leases, which
were for periods from two to five years, contained provisions to apply the lease
payments to the purchase of the properties.  The Company resulting in forfeiture
of  its  property  interests  subsequently terminated these transactions.  These
terminations  resulted in litigation with the lessors that are further discussed
under  the  caption "Barter Trades".  Under these leases, rents totaling $65,000
in  1996 and $161,000 in 1997 were paid prior to the forfeitures.  Additionally,
$15,000  was  paid  subsequent  to  1997  for  settlement  of  a  default claim.

THE  ANAHEIM  SPLASH

As previously disclosed, ANC owned the Anaheim Splash for a brief period of time
in  fiscal  1996.  ANC  management entered into certain agreements in connection
with  this  ownership.  On  February  16,  1996,

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

10.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

ANC  management  entered  into  an  agreement  to acquire the franchise from the
Continental  Indoor  Soccer  League  (the  "CISL")  which  required, among other
things,  the  placement  of  $400,000  worth  of  ANC common stock as a security
deposit  and  $10,000  as  an  advance  payment  against the player compensation
assessment.  ANC  tendered

400,000  shares  of  ANC  common  stock  as  payment  for  the security deposit.
However,  since  the  market  price  of  the  stock  was  less  than the deposit
requirement,  the CISL has requested, through counsel, that additional shares be
surrendered  to  them.  Under terms of the agreement, there is a deferred league
operating assessment of approximately $88,000 and additional player compensation
assessments  of  $150,000.  On  March  1, 1996, ANC also entered into a ten-year
lease  agreement  with  the  Arrowhead Pond.  The lease terms include liquidated
damages  of  $25,000  in  the  event  of  termination.

In  approximately  April of 1996, ANC assigned its rights under these agreements
to  Mr.  Gary  Sparks.  ANC  has  no  written  agreement  to  substantiate  this
assignment.  CISL  counsel verbally confirmed that Mr. Sparks had indeed stepped
into  ANC's  position  and  operated  the team for approximately one year.  CISL
counsel  also  commented that Mr. Sparks did not assume any obligations that ANC
may  have  incurred in connection with its ownership or termination of the above
agreements.  He  also indicated that the CISL may move to liquidate the stock in
settlement  of  any  outstanding  obligations.  Presently,  the CISL has made no
attempts  to liquidate the stock and ANC has requested its' stock transfer agent
to  place  a  "stop  transfer"  notation  on  its  stock  register.

An  analysis  of  the  current  market  price  of  ANC  stock  indicates  that a
liquidation  of the stock would most likely yield proceeds sufficient to satisfy
the  minimum  commitments  as  specified  in  the agreements.  In the event such
proceeds  are  insufficient,  the  CISL could make additional assessment to ANC.
Accordingly,  ANC  has  fully reserved these deposits to reflect the anticipated
loss  on  abandonment.

Although  no  litigation has resulted from termination of these agreements, CISL
counsel  could provide no assurance that such claim may be made in the future if
the  liquidated  proceeds  are  insufficient.

ACTIONS  OF  THE  BOARD

Significant blocks of stock have been issued to officers and their affiliates as
disclosed  under  the  caption  "Common  Stock  Issued".  It  is not possible to
determine  the effect, if any, of bringing current the required 1934 Act filings
and  the financial statements and disclosures contained therein, may have on the
actions  of  current  or  former  shareholders  of the Company affected by these
transactions.

EFFECTS  OF  DELINQUENT  FILINGS  ON  MARKET  ACTIVITY

The  Company  is  delinquent in its filings under the 1934 Act.  The last filing
was  the  March  31, 1996 Form 10-QSB which requires substantial revision to its
disclosures  and  previously  reported  financial  statements contained therein.
Significant  trading  of  ANC  stock  has  occurred  by  both  related  and

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

10.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

unrelated  parties  during  the  period  subsequent  to  its  filing.  It is not
possible  to determine the effect, if any, of bringing current the required 1934
Act  filings  and  the  financial  statements  and  disclosures

EFFECTS  OF  DELINQUENT  FILINGS  ON  MARKET  ACTIVITY

contained  therein, may have on the actions of current or former shareholders of
the  Company  affected  by  these  revisions.

EFFECTS  OF  PRESS  RELEASES  ON  MARKET  ACTIVITY

In an attempt to mitigate the effects of not providing current 1934 Act filings,
ANC  management  has periodically announced certain information that it believed
would  be  beneficial  to  shareholders.   As  a result of these press releases,
market activity may have occurred, including the buying and selling of ANC stock
by  both  related and unrelated parties.  Certain information contained in press
releases,  based  on  information  available  to  management  at  the  time, and
contained  information  that  has  been  substantially revised through the audit
process.  Subsequent  releases,  containing  the corrected information, have not
yet been released to the public.  It is not possible to determine the effect, if
any,  of bringing the required 1934 Act filings and the financial statements and
disclosures  contained  therein,  may  have  on the actions of current or former
shareholders  of  the  Company  who  made  investment  decisions  based on those
releases.

EFFECTS  OF  DELINQUENT  FILINGS  ON  RULE  144  AND  REG.  S  STOCK  ISSUANCES

As  discussed  more  thoroughly  under  "Capital  Transactions",  representation
letters  have  been provided which contain assertions that the Company satisfied
the  current public information conditions contained in the 1933 Securities Act.
The  Company has been delinquent in its public filings but has attempted to keep
the  public informed through press releases while it makes a concerted effort to
become  current  in  its  filings.  Company  Counsel  is determining the factual
issues  of  this  matter and is currently unable to determine the materiality of
violations,  if any, or their impact on the financial statements of the Company.

INVESTIGATIONS

During 1997, the company was advised that the Securities Division of the Arizona
Corporation  Commission had begun an investigation of the Company.  The Division
personnel  will  neither  confirm  nor deny that an investigation is proceeding.
Such  investigations,  in  the preliminary stages, are kept confidential and are
not  necessarily  indicators  of  wrongdoing.

RISK  OF  COMPETITION  AND  REGULATION

The  Company  is  operating  in  an  extremely competitive market in which their
customer  base  is  subject  to turnover resulting from solicitation by carriers
offering lower rates.  Additionally, carriers with higher volumes may be able to
negotiate lower rates for the cost of their service provided which, in turn, can
be

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

10.  COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

passed  on  through  a lower rate structure.  Additionally, industry competitors
may  have  a  greater  capital  base  to sustain them through periods of reduced
prices.

RISK  OF  YEAR  2000  PROBLEMS

The Company and its service provider utilize software that truncates the year to
a  two-digit field.  Accordingly, when the date passes the year 2000, errors may
occur  in  the  calculation  and  processing  of data significant to the revenue
recognition  of the Company.  ANC management and the service provider are taking
steps to modify these programs before any such problems are encountered.  In the
event  they  are  not  successful  in  their  efforts, the revenue stream of the
Company  may  suffer  significant  adverse  effects.

RISK  FROM  PHONE-CARD  CANCELLATIONS

As  previously  discussed,  ANC  management  decided  to not activate service on
certain  phone  cards from barter trades.  Additionally, they decided to suspend
service  on  phone  cards  that  had  been  activated.  As a result of a billing
dispute with the carrier, service was suspended for approximately 6 months while
ANC  worked  to establish service with another carrier.  To mitigate the adverse
reaction  to cancellation of the cards, ANC management authorized service to all
properly  validated  cardholders through June 30, 1998 at which time the service
was  finally  terminated.  Management  believes that the validated claims of all
cardholders  have  been  satisfied  by  the  above  action  and  asserts that no
additional  claims  have  been  made.

11.  RELATED  PARTY  TRANSACTIONS

On  June 27, 1995 the ANC Board of Directors, consisting of William P. Williams,
Jr.,  rescinded  the Amended Managers Agreement and the Earn-Out Preferred Share
Agreement as discussed under the note caption "Preferred Stock" and canceled the
3,300,000  shares of Preferred A Series One Preferred Stock issued to the former
officers  and  directors  of  ANC.  The shares were redesignated and reissued to
Wilcom, Inc. for services rendered related to the reorganization of the Company.

Although  the  recision  was  reflected  in  the  previously  issued  financial
statements  for  the  year ended June 30, 1995, the reissuance of the shares for
services  was omitted from those statements.  The shares were transacted at $.06
per  share,  the  same  prices  as  other  common  shares issued for services at
approximately  the  same  date.

Under the agreement, Wilcom was also granted warrants to purchase 440,000 common
shares  at  $1.00  per  share  prior  to  June 28, 1999.  The purchase price was
subsequently  reduced  to  $.02 per share through action of the current Board of
Directors  and  the  warrants  exercised  on  October  17,  1995.

As  authorized  by  a  previous  warrant  agreement,  Shelton Financial, Inc., a
wholly-owned  entity  of  Company management, purchased 400,000 common shares on
October  26,  1995  at  $.02  per  share.  The

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

11.  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

agreement,  entered into in 1992, had set the exercise price at $3.00 per share.
The  price  was  subsequently  reduced  to  $.02 per share through action of the
current  Board  of  Directors.

On  July 1, 1995 ANC entered into a Management Services and Consulting Agreement
with Wilcom, Inc. who engaged William P. Williams, Jr. to render services to ANC
as  Director,  Chief  Executive  Officer  and  President
for twelve months.  The terms of the agreement provided for payment of 2,000,000
shares  of  ANC common stock and options to purchase another 2,000,000 shares at
100.25%  of  the closing bid price on July 1, 1995 (1/16th), exercisable through
June  30, 1998.  The shares and options delivered under the agreement were to be
free  trading  shares  registered  under  Form  S-8.

On  July 16, 1995 the Board approved the issuance of 2,000,000 shares to Wilcom,
Inc.  as  compensation  for  1996  under  the  above  agreement.

On  May  13,  1996  the Board approved the issuance of 500,000 shares to Wilcom,
Inc.  as  compensation  for  1997.  Since  restricted  stock  was  issued,  the
transaction  price was recorded at $.15 per share (60% of the $.25 market price)
giving  effect  to  the  trading  restrictions  on  marketability.

On  May  15,  1996  the  Board  approved  the  issuance of 750,000 shares to Eva
Williams  as  compensation  for  1996.  Since  restricted  stock was issued, the
transaction  price was recorded at $.15 per share (60% of the $.25 market price)
giving  effect  to  the  trading  restrictions  on  marketability.  The  Board
subsequently  determined  that the stock would be issued as compensation for the
three-year  period  1996  -  1998  as compensation for her services for officer.
This resulted in prepaid compensation of $75,000 as of June 30, 1996 and $37,500
as  of  June  30,  1997.

On July 10, 1997 the Board approved the issuance of 1,000,000 shares at $.34 per
share  to  Wilcom,  Inc.  for  management  services rendered during fiscal 1998.
Additionally,  3,300,000  shares were issued to Wilcom, Inc. in exchange for the
3,300,000  shares of convertible preferred shares that were issued in June 1995,
as  discussed  above.

FLOW  OF  FUNDS  TO  AND  FROM  WILLIAMS/WILCOM/SHELTON

Eva  Williams,  the Secretary of the Company, is the sole shareholder of Wilcom,
Inc.,  the  majority  shareholder  of  ANC.  William  P. Williams, the Company's
President  and  CEO,  is  the  spouse of Eva and the sole shareholder of Shelton
Financial,  Inc., also a shareholder of ANC.   Williams, Wilcom and Shelton have
all  advanced  funds  to  and  received  funds  from  ANC.  They  have also paid
obligations  on  behalf  of ANC.  It is not practicable to segregate the flow of
funds  between these three entities and ANC and accordingly they are reported in
the aggregate.  The advances to and from this related group and ANC are reported
in  the  cash  flows  statement.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

12.  CAPITAL  TRANSACTIONS

PREFERRED  STOCK

As  discussed above, the previously authorized, issued and outstanding Preferred
A  Series  One  Preferred  Stock  issued  to  former  officers and directors was
canceled,  reestablished, redesignated and reissued to Wilcom, Inc. as Preferred
A  Series  One Convertible, Preferred Stock.  The stock has the relative rights,
preferences  and
limitations  as  follows:

Dividends  - The holders are entitled to dividends declared by the Board and are
entitled  to  participate  with  the  holders  of  Common  Stock in any dividend
distributions  on  a  prorata  basis.

Preferences  on  Liquidation  - The holders are entitled to receive the residual
assets  on  a  prorata  basis  with  the  holders  of  the  Common  Stock.

Voting Rights - The holders are entitled to one vote for each share of Preferred
Stock.

Conversion  Rights  -  Each share is convertible at any time after the bid price
for the Common Stock has averaged more than $1.00 for thirty consecutive trading
days  into  one  share  of  Common  Stock.

Other  Rights  -  The  holders  must approve certain expenditures, certain other
preferred  issuances,  certain  asset  dispositions  and  mergers.

COMMON  STOCK  ISSUED

PROVISIONS  OF  RULE  144

Rule 144 of the Securities Act of 1933 allows for limited trading of a company's
stock  without registration provided that the Company and the shareholder comply
with  certain  provisions.  This  is  referred  to as Rule 144 stock.   The Rule
requires  that the shares bear a legend notifying the holder of the restriction,
that  the  stock  be held for at least two years if issued to an unrelated party
and  at  least  three  years if issued to a related party.  After the three-year
period  the  related  party  could  dispose  of  limited quantities of the stock
restricted  by  the reported shares outstanding or the average trading volume of
the shares.  To remove the restrictive legend, the issuer is required to satisfy
certain  current  public  information  conditions  of  Rule  144  (c).

The  Rule was amended in 1997 to shorten the required holding periods from three
to  two  and  two to one years respectively and now "piggybacks" the calculation
period  from  the  date  of  first  issuance  by  the  Company.

RULE  144  RESTRICTED  SHARES  FOR  CASH

During  the  years  ended  June  30,  1996  and  1997  and subsequently ANC sold
restricted  shares  for  cash:

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

12.  CAPITAL  TRANSACTIONS  (CONTINUED)

<TABLE>
<CAPTION>
       Shares       Range     Proceeds
      ---------  -----------  ---------
<S>   <C>        <C>          <C>
FY96  1,165,000  $ .21 - .50  $ 314,625
FY97    272,000  $.25 - 1.00    214,300
</TABLE>

THE  FOLLOWING MATERIAL "NON-MONETARY" TRANSACTIONS INVOLVED RULE 144 RESTRICTED
ANC  STOCK:

<TABLE>
<CAPTION>
       Date                    Description              Shares           Each Total
------------------  ---------------------------------  ---------         -----------
<S>                 <C>                                <C>        <C>    <C>
June 3, 1996 . . .  Wilcom, Inc. 1997 mgmt fees          500,000  $ .15  $    75,000

June 17, 1996. . .  Eva Williams, 1996  - 1998
                    Officer compensation                 750,000  $ .15  $   112,500

September 25, 1996  Zion Company, payment on
                    Ehrenberg property                    40,000  $ .50  $    20,000

February 5, 1997 .  John Lee, loan fee                     1,000  $1.00  $     1,000

February 5, 1997 .  Don Whittler, loan fee                 5,000  $1.00  $     5,000

March 4, 1997. . .  Glenn Crotts, loan fee                30,000  $1.00  $    30,000

May 8, 1997. . . .  H.R. Colvin, loan fee                 20,000  $1.00  $    20,000

May 13, 1997 . . .  MRG Enterprises, consulting fee       25,000  $ .75  $    18,750

May 13, 1997 . . .  Zion Company, additional payment
                    on Ehrenberg property                 28,000  $ .75  $    21,000

August 6, 1997 . .  Stephen Roberts, legal fees
                    per 1996 agreement                    60,000  $ .02  $     1,200

October 29, 1997 .  Wilcom, Inc. Preferred stock
                    Conversion (1995 agreement)        3,300,000  $ .06  $   198,000
                    Wilcom, Inc., 1998 mgmt fees       1,000,000  $ .34  $   340,000

November 20, 1997.  Don Whittler, interest on loan        11,246  $ .70  $     7,872

January 21, 1998 .  Global Telecom, for purchase
                    of long distance accounts             58,000  $ .50  $    29,000
</TABLE>

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

12.  CAPITAL  TRANSACTIONS  (CONTINUED)

In  addition,  Wilcom  also  exchanged  some  of  its  shares for payment of ANC
obligations:

<TABLE>
<CAPTION>
     Date                 Description            Shares   Each    Total
--------------  -------------------------------  -------  -----  -------
<S>             <C>                              <C>      <C>    <C>
July 16, 1996.  Stock issued
                for investor services            200,000  $ .30  $60,000
July 16, 1996.  Stock issued
                for investor services            300,000  $ .30  $90,000
August 7, 1996  Stock issued to Herman Meinders
                for interest on note              10,000  $ .50  $ 5,000
</TABLE>

PROVISIONS  OF  REGULATION  S

Regulation  S  of  the  Securities  Act  of 1933 allows issuance of unregistered
shares  to foreign investors.  Prior to amendment of the regulations in 1997 the
investor was required to hold the shares for at least 40 days before selling the
shares  on  the  US market.  The shares were issued with restrictive legend.  To
remove the restrictive legend after the 40-day period, the issuer is required to
satisfy  certain  current  public  information  conditions.

During  1997 the regulation was amended, extending the holding period to conform
to that required by Rule 144 and requiring the issuers to report the issuance of
such  shares.

REG.  S  RESTRICTED  SHARES  ISSUED  FOR  CONVERTIBLE  DEBENTURES:

During  the  years ended June 30, 1997 and 1998 ANC issued restricted shares for
convertible  debentures:

<TABLE>
<CAPTION>
      Shares     Range      Total
      -------  ----------  --------
<S>   <C>      <C>         <C>
FY97  181,118  $      .42  $ 76,069
FY98  436,152   .27 - .35   125,278
</TABLE>

CONVERSIONS  OF  UNRESTRICTED  STOCK

During the years ended June 30, 1997 and 1998 various owners of ANC common stock
submitted  Forms  144  with  respect  to  the conversion of at least 100,000 and
2,327,000  restricted  shares  of  common  stock,  respectively.  Representation
letters  stating,  among  other  things,  that the Company satisfied the current
public  information  conditions  contained in Rule 144(c) accompanied the Forms.
ANC  has  been  delinquent in its 1934 Act filings since the March 31, 1996 Form
10-QSB  but has provided other contemporaneous information to the market through
its  press  releases.

The Company has referred factual issues relating to these matters to Counsel for
review  and  determination.  At  this time it has not been determined if any, or
how  many,  or  when, such restricted shares may have been sold in reliance upon
Rule  144,  or  if  such  sales  were  made  exclusively  in  reliance

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

12.  CAPITAL  TRANSACTIONS  (CONTINUED)

upon  Rule 144.  Until those facts are determined Counsel is unable to determine
if  the  Company or the consequences of such violations committed any violations
of  the 1933 Securities Act to any sellers or the Company.  Counsel is unable to
assess  the  materiality  of  any possible violations or the financial impact of
possible  violations  on  the financial statements of the Company.  As soon as a
reasonable  assessment  of  facts  is  made, should violations be indicated, the
Company  intends  to  make  appropriate  and  necessary  action to resolve these
issues.

SALES  OF  WILCOM  UNRESTRICTED  SHARES

Wilcom,  Inc.,  the  majority  shareholder,  was  issued  restricted  shares  as
discussed above under related party transactions.  Wilcom has converted and sold
100,000  and  1,030,000  shares in fiscal 1997 and 1998, respectively, to freely
trading  shares  which  it  believes  to  be within the holding period and other
trading  limitations  required  by  Rule 144.  These amounts are included in the
disclosure  in  the  preceding  paragraph.

SHAREHOLDER  DISPUTES

As  reported  in  previously published statements, some individuals have claimed
that  they  paid for stock they have not received.  Management asserts that this
did  not  result  in any litigation and has been resolved to the satisfaction of
the  parties.

13.  NON-CASH  TRANSACTIONS  ELIMINATED  FROM  CASH  FLOWS

BARTER  TRANSACTIONS  ELIMINATED  AT  JUNE  30,  1996:

<TABLE>
<CAPTION>
<S>                                <C>
Property and equipment. . . . . .  $    (7,481)
  Valuation account . . . . . . .        4,987 
Barter accounts . . . . . . . . .      (32,980)
  Valuation account . . . . . . .       32,980 
Investments - bartered. . . . . .     (378,067)
  Valuation account . . . . . . .      371,400 
Investments - bartered, rescinded   (1,389,625)
  Valuation account . . . . . . .      313,225 
  Amortization. . . . . . . . . .       61,000 
Account payable - barter. . . . .    1,093,400 
Unearned phone card revenue . . .      381,567 
                                   ------------

Barter transaction total. . . . .  $   450,406 
                                   ============
</TABLE>

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

13.  NON-CASH  TRANSACTIONS  ELIMINATED  FROM  CASH  FLOWS  (CONTINUED)

STOCK  TRANSACTIONS  ELIMINATED:

<TABLE>
<CAPTION>
<S>                                     <C>
Prepaid consulting paid with stock . .  $ (75,000)
Prepaid compensation paid with stock .    (75,000)
Anaheim Splash deposit paid with stock   (200,000)
Accounts payable paid in stock . . . .    125,000 
Investment fees paid with Wilcom stock     25,000 

ANC stock issued to Wilcom . . . . . .     (8,800)
ANC stock issue to Shelton . . . . . .     (8,000)
Common stock issued. . . . . . . . . .    383,050 
Compensation paid with stock . . . . .   (166,250)
</TABLE>

14.  OTHER  GAINS  AND  LOSSES

LOSS  ON  DISCONTINUED  OPERATIONS

As previously discussed, during fiscal 1996, ANC abandoned its investment in the
Anaheim  Splash.  Prior  to  the  abandonment, ANC received proceeds from ticket
sales totaling approximately $26,000 and incurred expenses paid through cash and
barter  of  approximately  $17,000.  The  CISL  may  liquidate the 400,000-share
deposit to meet the obligations incurred by ANC as a result of entering into and
then  defaulting  on its agreements with the CISL and the Anaheim Pond.  Some of
the  recorded $200,000 loss on abandonment could, when the amount is determined,
be  more properly classified as loss from discontinued operations but would have
no  effect  on  either  the  loss  from  continued operations or net loss of the
Company.

As  previously  discussed,  during fiscal 1997, ANC abandoned its investments in
bartered  assets,  primarily real estate, including an operating motel and other
leased condominium units.  Fiscal 1996 operations related to property management
consists  of  the  following  components:

<TABLE>
<CAPTION>
<S>                                                  <C>
Revenues. . . . . . . . . . . . . . . . . . . . . .  $  83,000 
                                                     ----------

Expenses:
  Operating leases. . . . . . . . . . . . . . . . .     65,000 
  Leasehold amortization. . . . . . . . . . . . . .     61,000 
  Other operating expenses. . . . . . . . . . . . .     72,000 
                                                     ----------

Total expenses. . . . . . . . . . . . . . . . . . .    198,000 
                                                     ----------

Loss on discontinued property management operations  $(115,000)
                                                     ==========
</TABLE>

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

14.  OTHER  GAINS  AND  LOSSES  (CONTINUED)

Additionally,  ANC  sustained  fiscal  1996  expenses  of  approximately $23,000
related  to  its  discontinued  barter  operations.

LOSS  ON  ABANDONMENT:

During  fiscal  1996,  ANC  recorded  losses  on  assets  held  but subsequently
abandoned  in  fiscal  1997.  The losses, discussed more specifically in Note 2,
consist  of  losses  on  tangible personal property of approximately $47,000 and
losses  on  real  estate  of approximately $64,000.  During fiscal 1996 ANC also
recorded  a  loss  on  the  Anaheim  Splash  of  $200,000.

15.  FISCAL  1997  BARTER  TRANSACTIONS

BARTER  TRADE  FOR  REAL  ESTATE  -  GRAND  CAYMAN  LOTS

On  May  3,  1996  Caribbean  Realty Management, Ltd. agreed to accept 1,800,000
units  of  domestic  long  distance phone time for eight undeveloped lots on the
Grand  Cayman  Island, valued at $270,000 at $.15 per minute.  The units were to
be ordered within 24 months of the agreement date and expire 18 months after the
date  the units were issued.  Since no consideration had been given by ANC until
fiscal  1997  it  was  recorded  as  a  fiscal  1997  transaction.

ANC  issued  1,170,000  minutes  of domestic long distance credits during fiscal
1997  prior  to  discovery that the owner did not have satisfactory title to the
property.  As  of  the  date  the  project  was  terminated,  630,000 minutes of
committed  long distance phone time had not been tendered.  ANC sustained a loss
on  abandonment  of  $270,000  during  1997.

BARTER  TRADE  FOR  REAL  ESTATE  -  LANTERN  BAY,  MISSOURI  CONDOMINIUMS

On  June  18,  1996 Eddie Hunter agreed to accept 133,332 units of domestic long
distance  phone  time for three condominiums in Lantern Bay, Missouri, valued at
$215,000  at  $.15 per minute plus assumed debt.  The financing was to be in the
form  of  a  two-year lease/purchase agreement equivalent to the debt service on
the  underlying debt of approximately $195,000.  Since no consideration had been
given  by  ANC  until  fiscal 1997 it was recorded as a fiscal 1997 transaction.

ANC  issued  133,332  minutes  during  fiscal  1997  prior to abandonment of the
property.  During  fiscal  1997,  ANC  returned the property.  ANC issued 30,000
additional  minutes  for  settlement  of  damages  asserted  by  the owner.  ANC
sustained  a  loss  on  abandonment  of  $20,000  during  1997.

BARTER  TRADE  FOR  REAL  ESTATE  -  PALACE  VIEW  CONDOS, MISSOURI CONDOMINIUMS

On  June  26,  1996  Lantern  Bay Condos, Inc. agreed to accept 440,000 units of
domestic  long distance phone time for three condominiums in Palace View Condos,
Missouri,  valued  at  $472,664  at  $.15  per  minute  plus  debt assumed.  The
financing  was  to  be  in  the  form  of  a  two-year  lease/purchase agreement

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

15.  FISCAL  1997  BARTER  TRANSACTIONS  (CONTINUED)

equivalent  to  the  debt service on the underlying debt of $406,664.  Since ANC
did  not tender consideration until fiscal 1997 it was recorded as a fiscal 1997
transaction.

On  June  28,  1996  ANC  took  possession  of the property.  ANC issued 440,000
minutes  during fiscal 1997 prior to abandonment of the property.  During fiscal
1997,  the  owner repossessed the property and filed suit for breach of contract
and  recovery  of  damages.  The  suit  was  dismissed without prejudice and ANC
management  subsequently settled the claim for $15,000.  ANC sustained a loss on
abandonment  of  $66,000  during  1997.

BARTER  TRADE  FOR  REAL  ESTATE  -  PALACE  VIEW  CONDOS, MISSOURI CONDOMINIUMS

On  June  26,  1996  Richmond  Heights,  Inc.  agreed to accept 440,000 units of
domestic  long distance phone time for three condominiums in Palace View Condos,
Missouri,  valued  at  $430,893  at  $.15  per  minute  plus  assumed debt.  The
financing  was  to  be  in  the  form  of  a  two-year  lease/purchase agreement
equivalent  to  the  debt service on the underlying debt of $364,893.  Since ANC
did  not tender consideration until fiscal 1997 it was recorded as a fiscal 1997
transaction.

On  June  28,  1996  ANC  took  possession  of the property.  ANC issued 440,000
minutes  during fiscal 1997 prior to abandonment of the property.  During fiscal
1997,  the  owner repossessed the property and filed suit for breach of contract
and  recovery  of damages.  The suit was dismissed without prejudice but has not
been  refiled or settled.  ANC sustained a loss on abandonment of $66,000 during
1997.

BARTER  TRADE  FOR  REAL  ESTATE  -  KENTUCKY  LOTS

On  June  14,  1996  Barter Systems, Inc. agreed to accept approximately 158,000
units  of domestic long distance phone time for 17 undeveloped lots in Kentucky,
valued at $23,700 at $.15 per minute.  The title transfer was to take place when
the  units  were  delivered. Since ANC did not tender consideration until fiscal
1997  it  was  recorded  as  a  fiscal  1997  transaction

ANC  issued  approximately 100,000 minutes during fiscal 1997 prior to return of
the  property.  As  of the date the property was returned 58,000 minutes of long
distance phone time remained unissued under the agreement.  ANC sustained a loss
on  abandonment  of  approximately  $24,000  during  1997.

BARTER  TRADE  FOR  REAL  ESTATE  -  KINGMAN,  ARIZONA  LOTS

On  June  26,  1996  the  Equitas  Group,  Inc. agreed to accept 80,000 units of
domestic  long  distance phone time for 18 five acre parcels of undeveloped land
near  Kingman, Arizona, valued at $12,000 at $.15 per minute.  All units were to
be ordered within 18 months of the agreement.  Warranty title to the lots was to
be  conveyed  upon delivery of the units. Since ANC did not tender consideration
until  fiscal  1997  it  was  recorded  as  a  fiscal  1997  transaction

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

15.  FISCAL  1997  BARTER  TRANSACTIONS  (CONTINUED)

ANC  issued  80,000  minutes  during  fiscal  1997  prior  to abandonment of the
property.  ANC  sustained  a  loss  on  abandonment  of  $12,000  during  1997.

BARTER  TRADE  FOR  REAL  ESTATE  -  EHRENBURG,  ARIZONA  LAND

On  June  28,  1996  the Curtis Family Trust agreed to accept 1,250,000 units of
domestic  long  distance phone time and 40,000 shares of ANC common stock for 20
acres  of  undeveloped  land near Ehrenburg, Arizona, valued at $307,500 at $.15
per minute.  The stock was to be freely tradable by October 31, 1996 and ANC was
to furnish additional shares (to bring the aggregate share value up to $120,000)
if  the price was less than $3 per share. Since ANC did not tender consideration
until  fiscal  1997  it  was  recorded  as  a  fiscal  1997  transaction.

ANC  issued  1,250,000  minutes  during  fiscal 1997 prior to abandonment of the
property.  On September 25, 1996 ANC issued 40,000 restricted shares to the Zion
Company  (Curtis  Family Trust).  It also issued 28,000 additional shares in May
1997  in  accordance  with  the  agreement  provisions.  ANC sustained a loss on
abandonment of $188,500 during 1997, net of $40,000 realized on sale of acreage.

BARTER  TRADE  FOR  ART

On March 15, 1997 Original Masterworks, Inc. agreed to accept 12,222,000 minutes
of  prepaid domestic long-distance service for 110 pieces of museum quality art.
No  minutes  were  issued  and  no  art  received  under  the  agreement and ANC
management  terminated  the  transaction.  According to ANC management, the deal
was  abandoned  when the appraisal did not support the claimed value of the art.

16.  FISCAL  1997  NOTES  PAYABLE

On December 20, 1996 ANC entered into an agreement with Don Wittler, whereby Mr.
Wittler  would  loan  $20,000  to  ANC.  The loan would be made under terms of a
one-year  note  with  interest  at  5%  per month, payable monthly.  Mr. Wittler
received  5,000  shares of ANC common stock for entering into the agreement. The
loan  was  repaid  in  its  entirety  in  fiscal  1998.

On  December  27,  1996 ANC entered into an agreement with John Lee, whereby Mr.
Lee would loan $10,000 to ANC.  The loan would be made under terms of a one-year
note  with  interest  at  5% per month, payable monthly.  Mr. Lee received 1,000
shares  of ANC common stock for entering into the agreement. The loan was repaid
in  its  entirety  in  fiscal  1998.

During  January  1997,  ANC  entered  into  a  verbal agreement a related party,
whereby  the  party  loaned  $20,000  to ANC.  The loan is for five years with a
balloon  payment  including  interest  at  10%.

On  February 10, 1997 ANC entered into an agreement with Glenn Crotts, where Mr.
Crotts  would  advance  up  to  $200,000 to ANC for the sole and only purpose of
purchasing  long  distance  customer accounts.  The advances would be made under
terms  of  a  one-year,  multiple  advance  note  with  interest  at

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

16.  FISCAL  1997  NOTES  PAYABLE  (CONTINUED)

10%  per  annum,  payable monthly.  The first advance of $50,000 on February 10,
1997  was to purchase accounts from Nortel, Inc. under terms of a contract dated
January  29,  1997.  The  agreement  provides  that  collections on billings for
Integretel  would  collect  the accounts purchased with the cash flow applied to
interest  and  principal.  Mr. Crotts received 30,000 shares of ANC common stock
for entering into the agreement.  Additionally, Wilcom pledged 500,000 shares of
its  ANC  stock as security for the loan.  The maximum amount advanced under the
agreement  was  $100,000  that  was  repaid  in  its  entirety  in  fiscal 1998.

On  March  3,  1997  ANC entered into an agreement with H.R. Colvin, whereby Mr.
Colvin  would  advance  up to $100,000 to ANC.  The advances would be made under
terms  of  a  one-year,  multiple  advance  note with interest at 12% per annum,
payable  monthly.  Mr.  Colvin  received  20,000  shares of ANC common stock for
entering  into  the  agreement.  The maximum amount advanced under the agreement
was  $25,000  that  was  repaid  in  its  entirety  in  fiscal  1998.

DISPUTED  LIABILITIES  WITH  VENDORS

The  liabilities  to  the following vendors are being disputed by ANC as of June
30,  1997:

<TABLE>
<CAPTION>
<S>                        <C>
Thomas & Quinlan. . . . .  $ 93,461
E.A.I. Marketing. . . . .    14,000
On Target Marketing, Inc.    30,282
Records Retrieval, Inc. .    48,138
Electric Lightwave. . . .   175,358
                           --------
Total disputed claims . .  $361,239
                           ========
</TABLE>

17.  LONG  DISTANCE  SERVICE  AGREEMENTS

ANC  has  contracted  with  the  following  firms:

On October and November 1996 ANC entered into a marketing agreements with Thomas
&  Quinlan  ("T&Q"),  E.A.I. Marketing ("EAI"), and On Target Marketing ("OTM"),
d.b.a.  Jones  Boys,  where  these  telemarketers  agreed  to  provide  ANC with
telemarketing  services.

On January 16, 1997 ANC entered into a Service Agreement with Records Retrieval,
Inc  ("RRI") to provide verification services for new accounts acquired by ANC's
telemarketers  at  the  greater  of  $2.25  each  or  65% of the projected daily
minimum.  The  agreement  was for one year, automatically renewable from year to
year  unless  proper  notification  is  given by ANC to terminate the agreement.

The above vendors accumulated unpaid charges to ANC under these agreements.  The
amounts  are  disclosed above under the caption "disputed claims".  ANC disputes
these  unpaid  charges  on  the  basis  that  the  accounts generated under this
telemarketing  campaign  resulted  in  an  unacceptably  high  reject

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

17.  LONG  DISTANCE  SERVICE  AGREEMENTS  (CONTINUED)

rate.  However,  on September 30, 1997, Records Retrieval obtained a judgment of
$41,498  against  ANC  on  their  portion of the obligation.  The judgment bears
interest  at  10%  per  annum  and is payable in monthly installments of $3,648.
Settlements  with  other  vendors  in  this  dispute  have not yet been reached.

In  approximately  December  9,  1996, ANC entered into a Sub-Reseller Agreement
with  LDC  Telecommunications,  Inc  where  LDC would provide telecommunications
services  to  ANC.

On  December  9,  1996  ANC  entered into a Billing Services Agreement (One Plus
(1+))  with  Integretel  Incorporated  ("IGT")  whereby  IGT  would  provide ANC
telephone  company  billing  and  collection  and  associated  services  to  the
telecommunications industry.  The agreement term is for two years, automatically
renewable in two-year increments unless appropriate notice to terminate is given
by  either  party.  Under  the  agreement,  IGT  bills,  collects and remits the
proceeds  to  ANC  net of reserves for bad debts, billing adjustments, telephone
company  fees  and  IGT fees.  If either the transaction volume decreases by 25%
from  the  preceding  month or less than 75% of the traffic is billable to major
telephone  companies  IGT  may  at  its own discretion increase the reserves and
holdbacks.  The  accounts  receivable  balance  from  IGT  on  June  30, 1997 of
$167,108  resulted  in proceeds of $137,965, net of fees of $10,340 and dilution
(bad  debts  and  billing  adjustments)  of  $18,803.

On  December  19, 1996 ANC entered into a Master Agreement for Purchase and Sale
of  Accounts  with  IGT  whereby  IGT purchases accounts from ANC for a purchase
price  consisting of an advance component and a deferred component.  The advance
component which is calculated by multiplying the estimated purchase price by the
advance  component  percentage  is  payable  within  ten  days of receipt of the
transaction  batch pertaining to the purchased accounts.  The deferred component
is  the  differential  of  the  amount actually collected by IGT and the advance
component and is payable when the amount is determined.  Except for the right of
IGT  to  refuse  to  accept  or reject acceptance of accounts and except for the
right of IGT to charge back amounts to ANC under certain circumstances, the sale
of  accounts  is without recourse and IGT assumes the full credit risk.  Certain
chargebacks  and  fees  are  recourse  obligations  of  ANC.  IGT maintains both
Non-recourse  and  Recourse  accounts  comprising  the  Combined
account  for  ANC.  The  maximum  purchase  obligation  of IGT to ANC was set at
$700,000  when  the  agreement  was drafted.  This was subsequently increased to
$3,000,000  as  of  March  31,  1998.

On January 8, 1997 ANC entered into an agreement with the Furst Group, Inc., LDC
and  IGT  whereby IGT would assign net proceeds from services provided by LDC on
behalf  of ANC customers to Furst.  Under the agreement, 78% of the net proceeds
were  remitted  to  Furst and 22% to ANC. The agreement was terminated by ANC in
July  1997.   During  the  duration  of  the  agreement  ANC assigned a total of
approximately  $256,000  of  its  net  proceeds to Furst.  Furst has provided no
accounting  to  ANC of these proceeds to determine if there are any amounts that
are  due  ANC  which  would result from proceeds being withheld in excess of the
cost  of  services  provided  by  LDC  and  Furst.

On  January  9,  1997  ANC  entered  into  a Carrier Transport Switched Services
Agreement  with  LDC.  In  accordance with the agreement, ANC granted a security
interest  in  certain assets of ANC which include all right, title, and interest
in  the customer lists, accounts receivable, customer and account contracts, and

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

17.  LONG  DISTANCE  SERVICE  AGREEMENTS  (CONTINUED)

all  rights relating to such contracts serviced by the agreement and all present
and  future accounts receivable attributable to such customer accounts including
the  proceeds  of  any  sale,  transfer or encumbrance thereof and all awards or
payments  related  thereto.  The  security  interest granted was documented in a
Security  Agreement  between  ANC  and  LDC  on  January  9,  1997.

On  February 4, 1997 ANC entered into Contract of Sale with Nortel, Inc. whereby
Nortel sold to ANC 125,000 unprovisioned ANI's for $575,000. $50,000 was payable
on  February  15,  1997,  $150,000  upon  verification  of long distance carrier
receiving  a  total  of  50,000  ANI's  and  $375,000  upon verification of long
distance  carrier  receiving a total of 75,000 ANI's.  An addendum signed on the
same  day  provides  for  payment  of  the  first  $50,000  to be made to Career
Communications  Corp.  Nortel,  Inc.  signed  a release and assignment to Career
Communications  Corp.  related  to  the  125,000  unprovisioned  ANI's.   ANC
management subsequently terminated this agreement after the quality of the first
ANI's  was  below  ANC  standards.

On  April  24,  1997  ANC  entered  into a Reseller Agreement with Total Network
Services,  a  division  of Cable and Wireless.  The agreement, which runs for an
initial duration of 24 months, provides for minimum monthly payments for service
of  $10,000,  $30,000  and  $40,000  in  the  2nd,  3rd  and  4th  months
respectively after service initiation and $50,000 thereafter through the term of
the  agreement.  Through  June  30,  1997  and  1998  the actual utilization has
exceeded  the  minimums.

On  June  24,  1997  ANC  entered  into  a  Contract of Sale with Global Telecom
International,  Inc. to purchase 2,400 shares of GTI plus the traffic base.  ANC
tendered  58,000  shares  of  common  stock  in  January 1998 to consummate this
transaction.  On  September  11,  1997 the agreement was amended from a price of
$.34  per  share  to  $.50  per  share.

On  August  1,  1997  ANC entered into a Consultant's Finders Fee Agreement with
Career  Communications  Corp  ("CCC")  for  its  assistance  in acquiring Global
Telecom  International,  Inc.  for $75,000 in freely tradable shares of ANC.  In
accordance  with  the  agreement,  CCC was to be paid $7,500 on execution of the
agreement  and  $17,500  on  September  4,  1997.

Effective  August  1,  1997  ANC  entered  into  an agreement with Telesolutions
("TSN")  to  provide  data  processing services related to compiling call detail
from  carriers  and submission of LEC billing data to Integretel.  The agreement
is  for  one  year  or  until  either  party  terminates  with  120 days notice.

On  November  18,  1997  ANC entered into a service agreement with Accutel, Inc.
whereby  Accutel  would  acquire  and  provide  LEC customers to ANC, which meet
certain  criteria  as  specified  in  the  agreement.  ANC  would  pay  Career
Communications for such verified customers a fee for 1,000 ANI's on an as needed
basis.

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

18.  COMMON  STOCK  WARRANTS

On  November  7,  1996 the Company entered into an agreement with J.R. Younker &
Associates  of  Nova Scotia to expose the Company to key investment managers and
dealers  throughout  the  world.  The agreement entitles Younker and other named
parties  to receive non-restrictive warrants for a total of 50,000 shares of ANC
common  stock  at  the  average trading price for the last 20 days ($1.05).  The
warrants  expire  on  November  7,  2001.  Younker also received a commission on
funds  invested  in  the  Company  as  a  result  of  his  efforts.

On  December  19,  1996  the  Company issued additional warrants under the above
agreement  with  Younker  at a price of $1.05 per share, expiring on January 19,
2001.

The  Company  also  entered  into  an  agreement with Mr. Ray Hackney to solicit
investors.  The  agreement entitled Mr. Hackney to purchase shares and receive a
commission  on  funds  invested  in  the  Company  as  a  result of his efforts.

On  July  16,  1997  the Company entered into an agreement with MRG Enterprises,
Inc.  to  sell 250,000 free trading shares at $.35 and 250,000 warrants at $1.00
for  one  year.  MRG  would  receive  a 6% finder's fee for putting together the
deal.  The  agreement  was mutually terminated due to the Company's inability to
provide  current  1934  Act  filings  and  MRG's  inability to secure investors.

19.  CONVERTIBLE  DEBENTURES

In  March  1997,  the  Company  marketed  $230,000  principal amount convertible
redeemable debentures due March 1, 2000.  Interest was 10% per annum on the face
payable  monthly in advance and was payable in cash or in stock at the Company's
discretion.   The  debentures  were  convertible at any time commencing after 45
days  into shares of the Company's common stock at a price equal to the lower of
70%  of  the closing bid price of the stock immediately preceding closing or 70%
of the closing bid price of the stock immediately preceding the date the Company
received  the  conversion  notice  from  the  debenture  holder.

The  Company  successfully placed the $230,000 debenture with Canadian Advantage
LP,  Thomson  Kernaghan  &  Co, Ltd., the general partner.  The debenture, dated
April  8,  1997,  resulted  in  the  receipt  of
$201,500  net  funds.  The debenture did not provide for issuance at a discount.
The  difference between the face amount and the net funds received was for a 12%
($28,500) finders fee paid to Select Capital.  In accordance with the conversion
provisions and the provisions of Regulation S of the Securities Act of 1933, the
general  partner requested conversion of $75,000 to common stock on May 30, 1997
at  $.42  per share, $80,000 on July 7, 1997 at $.28125 per share and $75,000 on
August  7,  1997  at  $.2429.  The  Company  honored  the  May  30  and  July  7
conversions'  issuing  a total of 483,341 shares which included 9,838 shares for
interest  totaling $3,047.  The Company leaving a remaining debenture balance of
$75,000  plus  accrued  interest  has  not  yet honored the August 7 conversion.

In  April 1997, the Company also attempted to market $1,875,000 principal amount
one  year  12%  Series  A Senior Subordinated Convertible Redeemable Debentures.
The  debentures  were  to  be  sold  at  a  20%

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

19.  CONVERTIBLE  DEBENTURES  (CONTINUED)

discount  or $1,500,000 if the whole issue was sold.  Interest was 12% per annum
on  the  face  payable  monthly  in advance.  Interest was payable in cash or in
stock  at the Company's discretion.  The first quarter's interest was payable at
the  time of closing in the form of common stock under Regulation S at 20% below
the  5-day  average  bid  at  the date of the subscription.  The debentures were
convertible  at  any  time commencing after 45 days into shares of the Company's
common  stock  at  a price equal to the lower of 80% of the closing bid price of
the  stock  immediately preceding closing or 80% of the closing bid price of the
stock  immediately preceding the date the Company received the conversion notice
from the debenture holder.  ANC granted a lien against its assets having a value
of  not  less  than  $2,250,000.

Under  this  offering,  a  Netherlands  entity, De Affiliate B.V., subscribed to
debentures  totaling  $62,500,  for  which  the  Company  received  net proceeds
totaling  $44,000  on May 29, 1997. The proceeds received less than the 80% were
for  a  finders  fee of 12% ($6,000) paid to Select Capital.  In accordance with
the  conversion  provisions and the provisions of Regulation S of the Securities
Act  of  1933,  the  investor requested conversion of $31,250 to common stock on
July  17,  1997  at $.30 per share which was subsequently honored by the Company
resulting  in  the  issuance  of  104,167  shares of common stock. The remaining
unconverted  debenture  balance  is  $31,250  plus  accrued  interest.

Also  under  this  offering,  a  Swiss  entity,  EBC  Zurich  AG,  subscribed to
debentures totaling $12,500 for which the Company received net proceeds totaling
$8,800  on  April  28,  1997. The proceeds received less than the 80% were for a
finders  fee  of  12%  ($1,200)  paid  to Select Capital. In accordance with the
conversion  provisions  and the provisions of Regulation S of the Securities Act
of  1933,  the  investor requested conversion of $12,500 to common stock on June
23,  1997  at  $.325  per  share  which  was subsequently honored by the Company
resulting  in  the  issuance  of  29,762  shares  of  common  stock.  There

is a disputed balance of 5,952 shares that the investor claims is due based on a
disputed  differential  in  the  conversion  price  per  share.

The  Company  entered  into  an  agreement  with  Select  Capital  to market the
debentures.  The  agreement  was  mutually  canceled  by  Select Capital and the
Company  for  failure  of the Company to provide current filings required by the
1934  Act  and  failure  of Select to obtain sufficient sales of the debentures.
Select  was  to  receive  common  stock and warrants to purchase common stock in
addition  to  a  fee  and  expenses based on a percentage of funds received as a
result  of  their  efforts.

20.  TREASURY  STOCK  REPURCHASES

On  August  21,  1996 ANC repurchased 66,858 shares of restricted ANC stock from
Wilcom,  Inc., the majority shareholder of ANC, for $117,000, or $1.75 per share
which  was  the  market  price  of  free  trading  stock  at  that  date.

On  February  28,  1997 ANC purchased 60,000 shares of restricted ANC stock from
Sherry  L Jabour for $32,100 or $.535 per share.  ANC was required to repurchase
the  shares  as  part  of  a  settlement,

<PAGE>
                      AMERICAN NORTEL COMMUNICATIONS, INC.
                            YEARS ENDED JUNE 30, 1997

20.  TREASURY  STOCK  REPURCHASES  (CONTINUED)

constituting  return of her original $30,000 investment plus 7% interest for one
year.  These shares were subsequently sold on April 25, 1997 for $30,000 without
being  transferred  into  ANC's  name.  Wilcom  combined  40,000  shares  of its
restricted ANC stock as part of a 100,000-share transfer of restricted shares to
other  shareholders. $50,000 was deposited to ANC as payment for those shares by
the  respective  shareholders  and  then  paid  to  Wilcom.

On April 21, 1997 ANC purchased 292,000 shares of restricted ANC stock from John
Busby for $128,000, or $.44 per share.  Mr. Busby previously purchased the stock
from  Wilcom  in  August  and  September  1996  for  $146,000 or $.50 per share.

On April 21, 1997 ANC purchased 100,000 shares of restricted ANC stock from Jeff
Holmes  for  $25,000,  or  $.25  per share.  Mr. Holmes previously purchased the
shares  from  ANC  in  June  1996  for  $25,000.

The above shares purchased from Busby and Holmes (392,000) were canceled on June
22,  1998.

<PAGE>
ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     Certain  statements  in  this  report  are  forward looking statements that
involve  risks  and  uncertainties.  Among  the  factors that could cause actual
results  to  differ  materially  from  those  described  in such forward looking
statements  are  the  following:  the  Company's ability to manage rapid growth;
litigation;  changes  in  regulations;  competition  in  the  long  distance
telecommunications  market;  the  Company's  ongoing  relationship with its long
distance  carriers;  dependence  upon  key  personnel; subscriber attrition; the
adoption  of  new,  or changes in, accounting policies, practices, and estimates
and the application of such policies, practices, and estimate; federal and state
governmental  regulation  of  the long distance telecommunications industry; the
Company's  ability  to  develop  its  own  long  distance network; the Company's
ability  to  maintain,  operate,  and  upgrade  its information systems; and the
Company's  success  in offering additional communications products and services.

     In  the  fiscal  year 1996, the Company began using barter trade as another
avenue  to  expand  business  operations.  The  Company  acquired assets through
barter  trading,  by  the use of prepaid long distance phone cards.  The Company
utilized  its  existing telecommunication equipment, and initiated prepaid phone
card  long  distance  service.  With the infrastructure in place, ANC negotiated
barter  trading  prepaid  long  distance  telephone service in exchange for real
estate  and  equipment.

     The  objective  of these transactions was to increase cash flow by enabling
the  company  to  liquidate  these assets at above phone card costs.  Management
hoped  to  accomplish  its  objective  by  increasing  net equity in the Company
thereby,  increasing  the  Company's  viability and diversifying its asset base.

     By  December  31,  1997,  management  decided  to  cease any further barter
trading.  Preliminary  projections  have indicated that these transactions would
increase  the  Company's  liquidity.  However,  the  competition  between  long
distance  service  providers  decreased  the  price  per  minute on prepaid long
distance telephone service.  Therefore, ANC had to decrease the price per minute
to  be  competitive within the industry; thus losing the liquidity of the barter
trading  that was originally forecasted by management.  Subsequently, the barter
transactions  proved  to  be  non-beneficial  for  both  parties.

Barter  Trades

          In December 1995, ANC began trading long distance phone time for other
assets.   The  Company  has  recorded  the  barter  trades  at  the lower of the
wholesale  long  distance  calling  price  of  $.15 per minuets or estimated net
realizable  value of the property received.  See financial statement Footnote 2.

Barter  Trade  Analysis

          When  it  commenced  its  barter  trade  program in December 1995, the
Company  believed  that  investment in real estate would increase profitability,
because  the  Company  believed  that  realizable  market  values  in  certain
geographical  areas  would  increase.  However,  properties,  which  the Company
bartered  for,  did not increase, or actually decrease, in value from the prices
at which the Company purchased the real estate.  Also, equipment that was barter
traded  subsequently  became  obsolete and ANC was unable to receive a return on
its  investment.  As  a consequence, ANC rescinded all barter trades by year end
June  30, 1997, because ANC believed that the assets market values had decreased
and  did not want their barter traders effected by the decrease in market values
to detrimentally effect any of real estate and equipment that was barter traded.
Many  of the barter rescissions were mutually agreed upon.  After the rescission
of  these  assets  transactions  ANC  believes  any  losses  sustained  on these
transactions  were  inconsequential, and it introduced ANC into an expanding and
exciting  new  market  sector  in  its  existing  telecommunications  services.

<PAGE>
Results  of  Operations

Quarter  Ended  September 30, 1995 compared to Quarter Ended September 30, 1996.

     Revenues  for  the quarter ended September 30, 1996 increased to $37,387.73
from  $5,000.00  during quarter ended September 30, 1995. Increase in revenue is
from  the  implementation of the basic "1 Plus and (800)" long distance service.

     Expenses  for  the quarter ended September 30, 1996 decreased to $43,131.72
from  $83,743.98  during  quarter  ended  September  30,  1995.  The increase of
operating expenses was a result of management's dedication to increase marketing
and  the  customer  base  for  the  "1  plus  and  800"  long  distance service.

     Operating  gain  from  discontinued operations as of September 30, 1996 was
$5,898.07  resulted  from  ANC  rescinding  the  barter  assets and investments,
primarily  real  estate,  including  an  operating  motel  and other leased real
estate.  In  addition, during quarter September 30, 1996, ANC recorded losses on
assets  held  but  subsequently  abandoned  of  $45,970.38.

Capital  Resources

     For  the  quarter  ended  September  30, 1996, ANC decreased Cash Flow from
Operations of $(48,590.90) from $(124,673) for period ended June 30, 1996.  Cash
Flows From Investing Activities for the purchase of property plant and equipment
($37,213.00)  for  period  ending  June  30,  1996.  Cash  Flow  From  Financing
Activities  decrease  from  $278,174  to  $43,0638.69.

Settlement  of  Notes  and  Interest

               ANC  is  delinquent  on paying the principal and interest amounts
due  under the note terms.  The note holders have filed suit against ANC and the
surety company.  On April 7, 1998 a judgment was entered against ANC in favor of
Herman  Meinders and Marguerite Colton.  The respective amounts of the judgments
are  $144,529  and  $33,876  including  interest  at  9%  per  annum.

          In  December  1998,  the  claim of Express Services is pending with no
trial  date  set.  However,  it  is anticipated that judgment will be entered in
favor  of Express Services, Inc. for all amounts claimed due and owing.  A claim
on  the  Eason note has yet been asserted but ANC anticipates that at some point
suit will be filed and judgment will be established for all amounts claimed due.
The  court  determined  that interest is payable at the 9% rate specified in the
agreement without penalty.  ANC is negotiating the settlement of these notes and
the  retirement  of  other  notes,  and in fiscal 1997 ANC did not make any debt
service  payments.

Year  2000

          The Company and its service provider utilize software, which truncates
the year to a two-digit field.  Accordingly, when the date passes the year 2000,
errors  may  occur  in the calculation and processing of data significant to the
revenue  recognition  of  the Company.  ANC management and its service providers
are taking steps to modify their equipment and software programs before any such
problems  are  encountered.

          The  year  2000  issue  also  affects  the  Company's internal systems
including the Company's information technology (IT) and non -IT systems.  ANC is
assessing  the  readiness  for its systems for handling the year 2000.  Although
the assessment is still underway management currently believes that all material
systems  will  be compliant for the year 2000 and the cost to address the issues
is  not  material.  Nevertheless,  ANC is creating contingency plans for certain
internal  systems.

New  Accounting  Standards

     Statement  of  Financial  Accounting Standards No. 128, "Earning Per Share"
specifies the computation, presentation and disclosure requirements for earnings
per share for entities with publicly held common stock.  This statement requires
the  presentation  of  basic  earnings per share and diluted earnings per share.

     Statement  of  Financial  Accounting  Standards  No.129,  "Disclosure  of
Information  about  Capital  Structure"  is  intended  to  consolidate  existing
disclosure requirements into one publication to make them easier to apply.  This
new  standard continues the requirement to disclose certain information about an
entity's capital structure, as contained in other authoritative literature.  The
adoption  of  this  standard  requires  no  change  in  the  financial statement
disclosure  requirements  of  the  Company.

Accounting  Standards  Not  Yet  Adopted

     Statement  of  Financial  Accounting  Standards  No  130,  "Reporting  on
Comprehensive  Income"  establishes  standards  for  reporting  and  display  of
comprehensive  income  (all  changes  in  equity  during  a  period except those
resulting from investments by and distributions to owners) and its components in
financial  statements.  This  new  standard,  which  will  be  effective for the
Company  for  quarter  ended June 30, 1998, is not currently anticipated to have
significant  impact  on  the Company's financial statements based on the current
financial  structure  and  operations  of  the  Company.

     Statement  of  Financial  Accounting  Standards  No.131,  "Disclosure about
Segments  of  the  Enterprise and Related Information" establishes standards for
reporting  information  about operating segments in annual financial statements,
selected  information  about operating segments in interim financial reports and
disclosures  about  products  and services, geographic area and major customers.
This pronouncement will be required to be implemented in the year ended June 30,
1999  and may result in presenting more detailed information in the notes to the
Company's  financial  statements.

<PAGE>
                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant has duly caused this report to be signed on behalf by the undersigned
thereunto  duly  authorized.

                      AMERICAN NORTEL COMMUNICATIONS, INC.

Date: December 18, 1998                By: /S/ W.P. Williams, Jr.
                                               ---------------------------
                                               W.P WILLIAMS, JR., Director
                                               Chief Executive Officers

<PAGE>