=================================================================

        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                       ------------------
                           FORM 10-KSB


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

           For the Fiscal Year Ended December 31, 2000

                               OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                Commission File Number 000-27053

                       USARadio.com, Inc.
             (formerly known as Ansel Project, Inc.)
         (Name of small business issuer in its charter)

             Delaware                        52-2234827
 (State or other jurisdiction of          (I.R.S. Employer
  incorporation or organization)        Identification No.)

2290 Springlake Road, Suite 107, Dallas, Texas 75234
(Address of principal executive offices)     (Zip Code)

            Issuer's telephone number:  972.484.3900
                     ----------------------
 Securities registered under Section 12(b) of the Exchange Act:
                              None

 Securities registered under Section 12(g) of the Exchange Act:
                  Common Stock, par value $.001
                      ---------------------
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
       Yes    [X]   No     [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.     [ ]

The issuer's revenues for its most recent fiscal year were
$3,596,101.

The issuer's common stock is not listed on any exchange or
automated quotation system, nor is the issuer aware of any
private transaction occurring in its shares of common stock
during the preceding sixty (60) days. Accordingly, the issuer is
unable to indicate a market value of common equity held by non-
affiliates as of a specified date within such period.

At March 20, 2001, 13,516,720 shares of common stock were
outstanding.
                     -----------------------
               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Information Statement to be delivered
to stockholders in connection with the 2001 Annual Meeting of
Stockholders to be filed with the Commission during the 120 days
following the end of the fiscal year covered by this Report are
incorporated by reference into Part III.

Transitional Small Business Disclosure Format (Check one):
Yes    [ ]     No     [X]

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<PAGE>


                       USARadio.com, Inc.

                           FORM 10-KSB

           For the Fiscal Year Ended December 31, 2000

                        Table of Contents

                                                             Page
                                                             ----
                             PART I.

Item 1.   Business...........................................   1

Item 2.   Description of Property............................   9

Item 3.   Legal Proceedings..................................   9

Item 4.   Submission of Matters to a Vote of Security
          Holders............................................   9

                            PART II.

Item 5.   Market for Common Equity and Related Stockholder
          Matters............................................   9

Item 6.   Management's Discussion and Analysis or Plan of
          Operation..........................................  10

Item 7.   Financial Statements...............................  17

Item 8.   Changes In and Disagreements With Accountants on
          Accounting and Financial Disclosure................  17

                            PART III.

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance With Section 16(a) of the Exchange
          Act................................................  17

Item 10.  Executive Compensation.............................  18

Item 11.  Security Ownership of Certain Beneficial Owners
          and Management.....................................  18

Item 12.  Certain Relationships and Related Transactions.....  18

Item 13.  Exhibits and Reports on Form 8-K...................  18


Signatures...................................................  19

Index to Exhibits............................................  20


                               F-i

<PAGE>

                             PART I

ITEM 1.  BUSINESS

     The following discussion of our business contains forward-
looking statements that involve risks and uncertainties. Actual
results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including, but not limited to, those set forth below under
"Management's Discussion and Analysis or Plan of Operations -
Business Risks" as well as elsewhere in this Form 10-KSB.

General Background

     The company was incorporated on April 9, 1998 under the name
Ansel Project, Inc. in the state of Colorado.  Prior to the
merger with USARadio.com described below, we engaged solely in
the business of attempting to locate and negotiate with another
business entity for the merger of that entity into the company.

     During the fiscal year ended December 31, 1999, the company
was involved in two transactions involving USARadio.com, Inc., a
Texas corporation organized on March 4, 1985. Specifically, (i)
on November 5, 1999, Corporate Management Services, Inc., the
company's controlling stockholder, sold a majority of the
outstanding shares of our common stock to the USA Radio Network
Trust, the sole stockholder of USARadio.com, and (ii) on
December 21, 1999 we merged with USARadio.com in a statutory
merger pursuant to which we were the surviving corporation.  In
connection with the merger, we changed our name to USARadio.com,
Inc.

     As a result of these transactions, the controlling
stockholder of USARadio.com, USARadio Network Trust, became the
controlling stockholder of the company and the principal business
operations, assets and liabilities of USARadio.com became the
principal and historical business operations, assets and
liabilities of the company.  The merger was treated as a
recapitalization of USARadio.com for accounting purposes with the
company adopting the December 31 fiscal year of USARadio.com.

     On May 26, 2000, the stockholders of the company approved a
redomestication that was effected by merging the company into its
wholly owned subsidiary USARadio.com, Inc., a Delaware
corporation.  The redomestication merger became effective
June 14, 2000.  The redomestication changed the legal domicile of
the company from Colorado to Delaware but did not result in a
change in the principal office, business, management,
capitalization, assets or liabilities of the company.

Business Operations

     USARadio.com, Inc. (also known as USA Radio Network) is a
satellite-delivered radio broadcast network that offers a broad
line of programming content to independent radio stations. Our
programming includes news, sports, music, and general interest
talk programs. Our target market consists of independent radio
stations, both AM and FM, that choose not to become affiliated
with the 3 major radio networks (ABC Radio, NBC, and CBS Radio
Network). As of March 20, 2001, our network was comprised of
approximately 1200 affiliated radio stations across the nation,
including affiliates in 46 of the top 50 Dominant Market Areas
(DMAs). Our network includes affiliates in markets that represent
approximately 92% of the U.S. population. We simultaneously
broadcast select programming over the Internet.

     We generally offer our radio news and programming to
independent radio stations on a barter basis; that is, in
exchange for advertising time on the station. We then resell the
advertising time to national advertisers and advertising
agencies. We price our advertising time based upon a variety of
factors including the time of day the advertisement will air, the
size of the potential listening audience, the length of the ad
and the number of times the advertisement will run.

     Our programs enable independent radio stations to compete
with the major networks by providing them with national quality
programming. The cost to a radio station to produce national
quality news service, talk shows and other programming is
significant, typically beyond the capabilities of most
independent stations. An independent radio station can carry our
news service, talk shows and other programming without incurring
the significant costs of producing such programming.

     Our principal executive offices and broadcast center are
located at 2290 Springlake Road, Suite 107, Dallas, Texas 75234
and our telephone number is 972.484.3900. Our Web site is located
at www.usaradio.com.

                               -1-

<PAGE>



     Programming

     We offer a broad line of programming content to our
affiliates including news and sports and general interest talk
programming.  All of our programming is intended for a broader
audience and is free of content likely to be deemed
objectionable.

     News and Sports.  We offer award-winning top-of-the-hour
newscasts that are provided nationally 24 hours per day, 365 days
per year on our network. Our newscasts are also carried worldwide
on the Armed Forces Radio Service. These five-minute newscasts
are anchored by highly qualified, seasoned broadcasters. We also
offer Newsbreak, a one-minute newscast featuring the top news
stories at the bottom of each hour. Sportscast is a three minute
sports update that is carried at 45 minutes past the hour.
Sportscast features the latest scores, sports gossip, featured
personalities and sports news updates of interest to the sports
fan.

     In addition, we provide our affiliates with business reports
and coverage of major events and fast-breaking news stories. All
of our news and sports programming is produced by our
professional team of news writers, producers, engineers, and
anchors who operate out of our broadcast center in Dallas, Texas.
We maintain professional news correspondents in Washington D.C.
that cover, among other news sources, the White House, the State
Department, the Pentagon and the Supreme Court. We use
independent correspondents in 45 countries of the world as well
as every state in the U.S.

     Long Form and Talk Programming.  All of our long form and
talk programming is intended to be provocative, informative and
entertaining. All of our long form and talk programming is
provided to our affiliates live for immediate broadcast. However,
we permit certain of our affiliates to record our long form and
talk programs for rebroadcast at different times.

     Our line up of long form and talk programming includes:

     *    Daybreak USA- is a fast paced and fun-filled morning
          magazine show that is designed to attract and maintain
          listeners across a broad demographic; however, its
          focus is on the key 25-54 market segment. Airing from 4
          to 9 a.m. EST, this five-hour program allows us to
          serve both the east and west coast stations. Anchored
          by Al Lerner and Richard Stevens, Daybreak USA provides
          "first hand" coverage of the day's most important news
          stories. The show also includes human-interest stories,
          interviews with nationally known personalities,
          entertainment reports, and other special features.
          Because the program is scheduled in "modules,"
          affiliate stations are provided the opportunity to
          break away to cover local stories, including local
          traffic and weather, and then rejoin the network. Since
          its launch in 1998, the number of affiliates
          broadcasting Daybreak USA has grown from 70 to over
          170.

     *    Point of View-is a daily two-hour call-in talk program
          that has been broadcasting nationally for more than 25
          years. Hosted by Marlin Maddoux, our founder, CEO and
          President, the program features in-depth interviews
          with outstanding personalities and newsmakers in the
          field of politics, entertainment, religion, finance,
          education and family issues. Mr. Maddoux is the
          President of International Christian Media and has
          appeared on such shows as CBS Morning News, ABC's
          Nightline, NBC News and CNN. He is the author of eleven
          books. Point of View is carried on 230 radio stations
          and is aired on our network Monday through Friday, 2 to
          4 p.m. EST.

     *    People to People is a live in-depth counseling program
          dealing with people's personal problems, marriage
          problems, rearing children, and other counseling needs.
          The show features interaction between the hosts and the
          callers. Hosted by Bob George and Bob Davis, this
          program is available Monday through Friday, 7 to 9 p.m.
          EST.

     *    Golden Age of Radio Theater enables listeners to relive
          the golden years of radio broadcasting. This program
          rebroadcasts such shows as Jack Benny, Dragnet, Fibber
          McGee & Molly and X Minus One. Golden Age of Radio
          Theater is available Monday through Saturday at 9 p.m.
          EST.

     *    Confident Living is an in-depth program designed to
          address the issues relevant to those entering their
          middle and later years. The talk show format considers
          such topics as caring for aging parents, mentoring
          children and grandchildren and financial planning for
          the future. Confident Living is co-hosted by veteran
          broadcasters Don Hawkins and Eunice Grant. The program
          is available on Saturday

                               -2-



          <PAGE>

          from 9 to 11 a.m. EST.

     *    Celebration USA features gospel and country Christian
          music, interviews with the artists and "live" concert
          segments. This program is hosted by Jack Davis, an
          award winning DJ, and is available Sunday at 4 p.m.
          EST.

     *    Christian Music America is hosted by Ron Taylor and
          provides a popular contemporary music format with songs
          from today's top Christian Music artists. Listeners
          will hear behind-the-scenes interviews with the
          artists, CD and music reviews, a Christian comedy
          segment called "The Lighter Side" and other Christian-
          music based features. Christian Music America is
          available Saturday and Sunday at 11 p.m. and 11 a.m.
          EST.

     *    America's Greatest Heroes promotes an accurate image of
          our founding fathers and others who have helped shape
          America in a positive way. This broadcast is intended
          to entertain listeners while informing them on
          important events and personality traits surrounding
          America's greatest heroes, including George Washington,
          Benjamin Franklin and others. America's Greatest Heroes
          is available Saturday and Sunday at 8 a.m. EST.

     *    Bible's Greatest Heroes provides programming to bring
          biblical stories and Bible characters to life. This
          broadcast is designed to inspire listeners of all
          demographics by acting out and dramatizing key Biblical
          stories. Bible's Greatest Heroes is available at
          Saturday and Sunday at 7 a.m. EST.

     In the first quarter of 2001, we also began recording and
offering Christian Music America to our affiliates on compact
disc.  As with our live broadcasting of  Christian Music America,
we offer Christian Music America on compact disc on a barter
basis in exchange for advertising time on the station.  The
compact disc allows our affiliates to broadcast Christian Music
America at times they choose.  We believe the flexibility
offerred by compact disc, together with the high quality of its
digital stereo recording, will be very attractive to our
affiliates and prospective affiliates.  The initial response of
our affiliates has been enthusiastic.  We believe that compact
disc provides an opportunity to enhance our long form and talk
programming offerings.  We anticipate that we will offer other
long form and talk programming in addition to Christian Music
America to our affiliates on compact disc in the future.

     USA Internet Radio

     In addition to broadcasting on satellite, we presently
broadcast select news and programming simultaneously on the
Internet via streaming  audio. "Streaming audio" is the ability
to transmit live audio signals through the Internet. This
technology provides a continuous stream of data so that the audio
feed is constantly being downloaded, thereby allowing the user to
listen to live and uninterrupted broadcasts as they would on
conventional radio. At its present level, the streaming
technology allows users to receive audio in real time without
having to download a file. With the rapid technological
developments in audio streaming, the Internet is rapidly becoming
a stable platform for high-quality radio broadcasting.

     A recent survey indicates that in the last quarter of 1998
and the first quarter of 1999, the percentage of Americans who
have listened to the radio over the Internet has more than
doubled. In July 1998, when the study originally took place, the
study found that 6% of all Americans had listened to the radio
over the Internet. The study found that in February 1999 that
number had increased to 13% of all Americans. The fact that
Arbitron Research Company is measuring the percentage of
Americans that listen to radio over the Internet is significant
because advertising rates are based in part upon audience ratings
as determined by Arbitron. Currently, advertising rates are not
based upon Internet listening. Management believes that in the
future, Internet listening will be included in determining
advertising rates.

     We are committed to providing our programming content to our
affiliates using the latest in technological advancements.
Accordingly, we have elected to " stream" our audio signals in
the following formats:

     *    Real Network's Real Audio and Real Video technologies.

     *    Microsoft Windows Media Player; and

     *    MPEG (Motion Picture's Engineering Group) or MP3.

Using these three formats, we are able to supply audio to the
majority of the computer platforms and most of the Internet
listening audience.

                               -3-

<PAGE>


     It is management's opinion that the Internet presents USA
Radio Network with a significant opportunity. If we can capture a
larger share of the burgeoning Internet radio audience, as
described above, we believe we will be well-positioned to
increase the rate for which we charge for advertising time. We
have formulated short and long-term plans to expand our Internet
presence. In keeping with those plans, we intend to grow our
programming through the acquisition of Internet broadcasting
companies and syndicated radio programming, building content,
putting in place infrastructure, increasing listenership,
securing advertising dollars and continuing to develop a viable
broadcast model. No assurances can be made that we will be able
to successfully capitalize on this opportunity.

     Our affiliates may also broadcast our news and programming
on their own Internet sites. We do not restrict or control our
affiliates' broadcasting on their Internet site. Management
believes that our affiliates do not and will not in the future
object to our Internet broadcasting of our programming because
they may broadcast our programming over their own Internet site.

     Broadcast Facilities

     We deliver our programming content to our affiliates "live"
via two satellites, GEVIII and GEIII.

     The originating point of our programming is our state of the
art broadcast facility located in Dallas, Texas, which employs
the latest in news gathering, digital audio editing, digital
audio production and Internet broadcasting technologies. We
control four channels on Satellite GEIII. Each channel is
supplied with programming content completely independent of the
other channels and is controlled and operated from a central
point within our broadcast facility. Our on air and production
studios terminate in our broadcast facility where final
processing and leveling is performed prior to delivery to the
affiliate. Our broadcast facility also houses our satellite
receiver command and control system. This system enables us to
authorize or deauthorize satellite receivers located at the
affiliated radio stations. This system also gives us the ability
to remotely operate onboard relays which in turn the affiliate
will use to operate their own in-house automation systems.

     All channel downlinks from Satellite GEIII are also
monitored from our broadcast facility. These downlink systems are
a duplicate of what one of our affiliated radio stations would
have at its facility. This duplication gives us the ability to
help troubleshoot problems that an affiliate may be experiencing
with their downlink system.

     We control one audio channel on Satellite GEVIII. The
programming content on GEVIII is a simulcast of one of the
channels on GEIII, strictly for purposes of redundancy.

     From the broadcast center, our programming is beamed via a
terrestrial microwave transmission system to the Dallas Fort
Worth International Teleport were a low powered satellite uplink
is used as the sole means of delivering our programming to the
Chicago International Teleport located in Chicago, Illinois. This
is the primary uplink facility used to deliver our programming to
our affiliated radio stations. Both international teleports and
our facilities are equipped with fully operational redundant
systems as well as back up electrical power independent of the
local commercial power companies.

     We lease our satellite space segments under various
agreements that expire at various times through March 2005. Total
rent expense for these leases was $347,643, $416,209 and $423,397
for 2000, 1999, and 1998, respectively. Minimum rentals due under
these agreements are approximately $290,000 in 2001, decreasing
to approximately $166,000 in fiscal 2004.

Growth Strategy

     We believe that the key factors that determine the
attractiveness of our programs are the following:

     *    High Quality Programming Content. We believe that our
          broad base of quality programming provides our
          affiliates with a competitive solution to developing
          content in-house. Limited financial and creative
          resources, among other matters, typically prevent most
          independent radio stations from producing their own
          national quality programming. Additionally, the
          demonstrated size of our listening audience provides
          access to hosts, concerts, interviews and other content
          not readily available to smaller or independent
          stations. We emphasize content that is fresh, positive,
          entertaining and provides a high probability of focused
          demographic appeal.

     *    Network Coverage.  We believe that we have a
          competitive advantage over certain of our competitors
          due to the geographic breadth of our network and our
          positive image in the broadcasting industry.

                               -4-

     <PAGE>

          We continuously leverage the substantial coverage of
          our network to maximize the value of ad campaigns for
          both advertisers and advertising agencies.

     *    Price. Although we do not sell our programming content
          to commercial radio stations, we believe that we must
          price our programming (in terms of the commercial
          airtime received in exchange) on a competitive basis.
          Because radio stations have a low-cost basis in the
          airtime exchanged, however, we believe that our
          programming content provides an attractive alternative
          to purchasing content for cash.

     *    Reliability. Our affiliates enjoy substantially trouble-
          free, highly reliable programming.

     We intend to aggressively expand our operations over the
next twelve months by leveraging these factors for the benefit of
our affiliated stations. In this regard, we intend to continue to
provide national quality programming to our affiliates in an
attempt to enhance their ratings. We are also actively engaged in
internally developing additional programming that may be added to
our product offerings in the future. We believe that if we can
successfully deliver attractive programming content to our
existing affiliates, our affiliate base will increase, thereby
allowing us to increase our fees for commercial airtime.

Industry Background and Revenue Model

     Radio serves primarily as a medium for local advertising and
is considered an efficient means of reaching specifically
identified demographic groups. Stations are typically classified
by their on-air format, such as country, adult contemporary,
oldies or news/talk. A station's format and style of presentation
enable it to target certain demographic and psychographic groups.

     Radio stations generate the majority of their revenue from
the sale of advertising time to local and national advertisers
and advertising agencies. A station is able to market its
broadcasting time to advertisers seeking to reach a specific
audience by capturing a share of that audience in a particular
market area. Advertisers and stations utilize data published by
audience measuring services to estimate how many people within
particular geographical markets and demographic groups listen to
specific stations. We believe that many radio stations not
affiliated with the three major radio networks do not have the
creative and financial resources to produce nationally accepted
programming. As a result, these stations look to syndicators,
such as the USA Radio Network, to enhance their local
programming.

     The local stations independently determine the number of
advertisements broadcast hourly that will maximize available
revenue dollars without jeopardizing listening levels. Although
the number of advertisements broadcast during a given time period
may vary, the total number of advertisements broadcast on a
particular station generally do not vary significantly from year
to year.

     We do not derive a significant portion of our revenues from
the sale of our programs to affiliate stations. Instead, we
barter with our affiliated radio stations for commercial airtime
which is exchanged for our programming content. This commercial
airtime is then resold to advertisers with whom we have
relationships. Although most of the commercial airtime resold by
us represents "spots" within our programs, occasionally, we will
obtain commercial airtime outside of our program as inventory. We
derive additional income, although to a much lesser extent, from
the sale of our programming to non-commercial radio stations that
do not carry advertising and the rental of time on our channels.
Management believes that the company receives certain strategic
and marketing benefits from providing its programming to the
Armed Forces Radio Network and, as such, does not derive any
revenue therefrom.

     Many variables determine commercial airtime pricing
including the time of day the advertisement will air, the size of
the potential listening audience, the length of the ad and the
number of times the advertisement will be run. The "prime spots"
on our programming typically run from 6 a.m. to 7 p.m., Monday
through Friday. These time slots command the largest advertising
dollar per minute or half-minute, with the remaining commercial
time bringing a somewhat lower price. Commercial spot time can
vary from a low of $75 per minute during overnight segments to a
high of $1,200 during peak broadcast times. In general, one-time,
one minute advertisements running during peak times and reaching
a large audience will cost more than half-minute advertisements
running off peak, targeting a small listener base, with contracts
for multiple broadcasts.

     Stated below is a representative list of advertising
agencies and advertisers, listed alphabetically, that purchased
commercial airtime from us in 1999 or 2000. Some of these
advertising agencies and advertisers represented less than one
percent of our total revenues in such years.

                               -5-

<PAGE>



                            Agencies
   -----------------------------------------------------------

       *   Auritt Communications
       *   The Domain Group
       *   Ellentuck & Springer
       *   Goldberg-Marchesano
       *   Grizzard
       *   The Jordan Group
       *   Karlin Advertising
       *   KEF Media
       *   KMA
       *   KSL Media
       *   McGlothlin and Associates
       *   Medert Creative Services
       *   Morning Star Communications
       *   Multi Media Services
       *   John F. Murray
       *   Newton Media
       *   Ocean Media



                           Advertisers
  ------------------------------------------------------------

      *   1-800-Flowers.com
      *   Advil Pain Reliever
      *   American Express
      *   Arts & Entertainment Network
      *   Cheerios
      *   Crosswalk.com
      *   Dimetapp
      *   Greyhound Bus Lines
      *   The History Channel
      *   John Deere
      *   Motel 6
      *   Oreck Vacuum Cleaners
      *   Priceline.com
      *   Transamerica

  For the years ended December 31, 1999 and 2000, we did not
  have any single client or group of related clients that
  contributed to 10% or more of our revenues for those periods.

                    Marketing and Advertising

  Our primary marketing objectives are to increase the number
  of radio stations affiliated with us and to sell commercial
  airtime, acquired by barter from affiliated radio stations, to
  advertisers and advertising agencies. Management believes that
  the addition of radio stations as affiliates in desirable U.S.
  radio markets will increase our reach. An increased audience
  reach will allow us to increase fees for our commercial airtime
  on our programming, thus enhancing revenue.

                               -6-

<PAGE>



     We believe that advertiser awareness of the USA Radio
Network is critical to our success.  As a result, we continually
communicate with advertisers and advertising agencies through:

      *   trade publication advertisements;

      *   public relations;

      *   direct mail;

      *   ongoing customer communications programs;

      *   promotional activities;

      *   trade shows; and

      *   advertisements and announcements over our network.

     As of December 31, 2000, we had an internal sales
organization consisting of 5 professionals with an average of
more than 10 years of sales experience.  We also use the
advertising agencies that purchase commercial airtime from us to
supplement our sales force.

Competition

     The markets for quality radio programming and commercial
airtime are intensely competitive and we expect competition to
increase.

     Radio Programming

     The radio broadcasting industry is highly competitive. Our
programming competes for listeners and advertising revenue
directly with other broadcasters. Radio stations compete for
listeners primarily based on program content that appeals to a
particular demographic group. By building a strong listener base
consisting of a specific demographic group in each of our
markets, we are able to attract advertisers seeking to reach
those listeners.

     Commercial Airtime

     Competition for radio advertising is very intense. We
compete for radio airtime revenues with:

      *  radio stations;

      *  ownership groups, which own blocks of radio
         stations across the industry;

      *  program syndicators, like USA Radio Network, that
         offer content to radio stations; and

      *  independent producers and distributors.

     Several of our syndicating competitors are also associated
with major radio station group owners. Our largest competitors,
which are all associated with ownership groups, are Westwood One
Radio Networks, Premiere Radio Networks, CBS Radio Network, and
ABC Radio. We estimate that these competitors account for
approximately 80% of the network advertising revenues. We believe
that we are a leader of the syndication companies not associated
with an ownership group.

     Many of our existing competitors, as well as a number of
potential new competitors, have longer operating histories,
greater name recognition, larger customer bases and significantly
greater financial, technical and marketing resources than we do.
Increased competition may result in reduced operating margins,
loss of market share and a diminished brand franchise. There can
be no assurance that we will be able to compete successfully
against current and future competitors, and competitive pressures
faced by us may have a material adverse effect on our business,
prospects, financial condition and results of operations.
Further, as a strategic response to changes in the competitive
environment, we may from time to time make certain pricing,
service or marketing decisions that could have a

                               -7-

<PAGE>

material adverse effect on our business, prospects, financial
condition and results of operations. New technologies and the
expansion of existing technologies may increase the competitive
pressures on us.

Government Regulation

     As a producer and distributor of programming to be
transmitted to the public, we are not subject directly to the
extensive regulation that is imposed on the licensees of
broadcast stations by the Federal Communications Commission
("FCC") under the Communications Act of 1934, as amended.  As a
practical matter, however, our affiliate stations that broadcast
programming produced by us may anticipate that certain rules and
policies of the FCC, including those related to program content
and political broadcasting, are being complied with by us.
Management is not aware of any allegations that our programming
has not complied with applicable regulations or laws or is
related to any complaints against any broadcast stations.  The
Rules and Regulations of the FCC and applicable statutes are
subject to change from time to time.  No assurance can be given
that changes to FCC rules, statutes or other regulations would
not have a material adverse impact on us.

     Prior to the merger with Ansel Project, USARadio.com
(formerly known as USA Radio Network, Inc.) was granted a license
by the FCC to operate a private operational fixed microwave
system (the "microwave system") between its studios and the point
from which its programming is distributed. Pursuant to applicable
FCC regulations, the consent of the FCC should have been obtained
prior to the merger.  An application has been filed with the FCC
seeking its consent to the assignment.  Management believes that
the consent of the FCC to the assignment of the license will be
granted in due course, however, no assurances that the FCC will
consent to the assignment can be given.  While it is possible
that the FCC might propose a civil forfeiture or other penalties
against us relating to this matter, we do not anticipate that any
such sanctions would have a material adverse effect on our
business or financial condition. Were the FCC to refuse to permit
us to continue to operate the microwave system, we would utilize
alternative arrangements that we have made to deliver our
programming to the distribution point from the broadcast studio.
Management does not anticipate, but cannot assure, that
operations would be significantly impacted were it necessary to
discontinue operation of the microwave system.

Proprietary Rights

     USA Radio Network, the USA Radio Network logo, Daybreak USA
and USA@Nite are each registered with the U.S. Patent & Trademark
Office as service marks of the company.  We are entitled to
exclusive nationwide use of these marks.

     In addition to these federally registered marks, we also use
various trademarks or service marks in association with the
provision of radio programming that have not been federally
registered, but which would, based upon their distinctiveness and
in the absence of an earlier first use of a similar mark by
another party, accord us with ownership of these marks based on
common law principles.  Common law use, unlike federal
registration, entitles us to exclusive use of the mark, but only
in the specific geographical areas where the mark is being used.

     Finally, we also claim copyright ownership in the original
designs and text included in printed materials produced in
conjunction with distributing our radio programming, as well as
the original copyrights in all radio programming produced,
published or otherwise distributed by us.

     We cannot provide any assurance that our intellectual
property has not been, is not now, or will not be in the future,
infringed upon, diluted, or misappropriated in any way by third
parties, nor can we provide a guarantee that our intellectual
property, whether or not protected with formal federal
registrations, does not infringe upon or dilute the intellectual
property of a third party.

                               -8-

<PAGE>



Employees

     As of March 20, 2001, we did not maintain any direct
employees.  We obtain all of the personnel necessary to conduct
our operations from a third-party staffing corporation. At March
20, 2001, we utilized the services of 51 full and part-time
persons of whom 24 were employed in the news department, 9 in the
engineering department, 4 in programming, 5 in the sales
department and 9 in executive or administrative capacities. We
believe that our relationship with the third-party staffing
company and our independent contractors is good.

ITEM 2.  DESCRIPTION OF PROPERTY

     Our administrative offices and broadcast center are located
within approximately 25,556 square feet of commercial office
space located at 2290 Springlake Road, Suite 107, Dallas, Texas
75234. The lease of this facility was renewed in August 2000 for
a renewal term expiring in June 2004, with an option to renew for
an additional two years.  Management believes that these
facilities will continue to satisfy our space requirements for
the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS

     We are not a party to, nor are our properties the subject
of, any pending legal proceedings and no such proceedings are
known to us to be threatened or contemplated against us.

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

     None


                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Prices, Record Holders and Dividends

     Our stock is not listed on any exchange or automated
quotation system. Although we may seek to obtain the listing of
our shares on the OTC Bulletin Board at some point in the future,
no such determination has currently been made, nor can there be
any assurance that such a listing could be achieved. See
"Management's Discussion and Analysis or Plan of
Operation-Business Risks--There is no public market for our
stock."

     At March 20, 2001, there were approximately 50 holders of
record of our common stock holding an aggregate of 13,516,720
shares.

     We have not paid any cash dividends on our common stock and
we do not anticipate declaring dividends in the foreseeable
future. We intend to retain future earnings, if any, for
reinvestment in our business.

The Securities Enforcement and Penny Stock Reform Act of 1990

     The Securities Enforcement and Penny Stock Reform Act of
1990 requires additional disclosure, relating to the market for
penny stocks, in connection with trades in any stock defined as a
"penny stock." The Securities and Exchange Commission has adopted
regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share,
subject to certain exceptions. Such exceptions include any equity
security listed on The Nasdaq Stock Market and any equity
security issued by a corporation that has (i) net tangible assets
of at least $2,000,000, if such corporation has been in
continuous operation for three years, (ii) net tangible assets of
at least $5,000,000, if such corporation has been in continuous
operation for less than three years, or (iii) average annual
revenue of at least $6,000,000 if such corporation has been in
continuous operation for less than three years. Unless an
exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks
associated therewith.

     To the extent that we take action to obtain the listing of
our shares of common stock on the OTCBB, our securities may be
subject to rules adopted by the Commission regulating broker-
dealer practices in connection with transactions in "penny
stocks." Those disclosure rules applicable to penny stocks
require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized
list disclosure document

                               -9-

<PAGE>

prepared by the Commission. That disclosure document advises an
investor that investments in penny stocks can be very risky and
that the investor's sales person or broker is not an impartial
advisor but rather paid to sell the shares. It contains an
explanation and disclosure of the bid and offer prices of the
security, any retail charges added by the dealer to those prices
("markup" or "markdown"), and the amount of compensation or
profit to be paid or received by the sales person in connection
with the transaction. The disclosure contains further admonitions
for the investor to exercise caution in connection with an
investment in penny stocks, to independently investigate the
security as well as the sales person with whom the investor is
working, and to understand the risky nature of an investment in
the security. Further, the disclosure includes information
regarding the market for penny stocks, explanations regarding the
influence that market makers may have upon the market for penny
stocks and the risks that one or two dealers may exercise
domination over the market for such security and therefore
control and set prices for the security not based upon
competitive forces. The broker-dealer must also provide the
customer with certain other information and then must make a
special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement to the transaction. Further, the rules require that
following the proposed transaction, the broker provide the
customer with monthly account statements containing market
information about the prices of the securities. These disclosure
requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject
to the penny stock rules. Many brokers may be unwilling to engage
in transactions in our common stock because of the added
disclosure requirements, thereby making it more difficult for
security holders to dispose of their securities.

Recent Sales of Unregistered Securities

     None

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION

     The following discussion and analysis should be read in
conjunction with Item 7. - "Financial Statements." Except for the
historical information contained herein, the discussion in this
report contains certain forward-looking statements that involve
risks and uncertainties, such as statements of our plans,
objectives, expectations and intentions. Actual results could
differ significantly from those discussed herein. Factors that
could cause or contribute to such differences include, but are
not limited to, those discussed below under "Business Risk" and
elsewhere throughout this document. Our forward-looking
statements are based on the current expectations of management,
and we assume no obligation to update this information. The
cautionary statements made in this report should be read as being
applicable to all related forward-looking statements wherever
they appear in this Form 10-KSB.

     USARadio.com, Inc. (also known as USA Radio Network) is a
satellite-delivered radio broadcast network that offers a broad
line of programming content to independent radio stations. Our
programming includes news, sports, music, and general interest
talk programs. Our target market consists of independent radio
stations, both AM and FM, that choose not to become affiliated
with the 3 major radio networks (ABC Radio, NBC, and CBS Radio
Networks). As of March 20, 2001, our network was comprised of
approximately 1200 affiliated radio stations across the nation,
including affiliates in 46 of the top 50  Dominant Market Areas
(DMAs). Our network includes affiliates in markets that represent
approximately 92% of the U.S. population. We simultaneously
broadcast select programming over the Internet.

     We do not derive revenues from the sale of our programs to
affiliate stations. Instead, we barter with our affiliated radio
stations for commercial airtime which is exchanged for our
programming content. This commercial airtime is then resold to
advertisers with whom we have relationships. We derive additional
revenue, although to a much lesser extent, from the sale of our
programming to non-commercial radio stations and the rental of
time on our channels.  We price our advertising time based on a
variety of factors including the time of day the advertisement
will air, the size of the potential listening audience, the
length of the ad and the number of times the advertisement will
run.  Our revenues are recognized in the accounting period which
corresponds with the broadcast of the advertisement. Amounts
received in advance of a broadcast are recorded as deferred
revenue until the broadcast is aired. Our advertisers and
advertising agencies are generally billed monthly.

     For the year ended December 31, 2000, the following
percentage of our revenues were derived from the following
sources:



                              -10-

     <PAGE>

                                       % of Revenues
            Revenue Source             During 2000
            -------------------------  ------------
            News and sports
            programming..............      72%
            Talk programming.........      20%
            Satellite time...........       5%
            Other revenue............       3%
                                       -------------
                      TOTAL..........     100%
                                       =============

     Other  revenue  is  derived  from  a  fee  charged  to  non-
commercial  radio  stations unable to air commercial  advertising
and  a  fee  charged for syndicating services of  select  network
programming.

     Our expenses are comprised of:

       *  sales expenses, which consists primarily of compensation
          and related expenses for our sales and marketing group,
          together with commission expense, including commissions
          payable to sales staff;

       *  programming costs, which consists primarily of
          compensation and related expenses for "on air"
          personalities, production staff and related personnel as
          well as the actual costs associated with developing
          programming content;

       *  news services, which consists primarily of the variable
          costs of independent reporters and operational expenses
          including subscription fees to news services and
          satellite time;

       *  administrative and engineering, which consists primarily
          of compensation and related expenses for our
          administrative, accounting and engineering staff,
          occupancy costs and legal and consulting fees; and

       *  depreciation.

Implications of Merger with USARadio.com

     Ansel  Project,  Inc.,  the  original  predecessor  to   the
company, was formed on April 9, 1998 under the laws of the  State
of  Colorado.  Ansel Project was dormant until December 21, 1999,
at  which time USARadio.com, Inc. was merged with and into  Ansel
Project.   USARadio.com, Inc. was a Texas corporation  formed  on
March  4,  1985 to provide news and programming content to  radio
stations affiliated under the name USA Radio Network.  As part of
the  merger, Ansel Project changed its name to USARadio.com.  The
merger  with  USARadio.com was treated as a  recapitalization  of
USARadio.com, resulting in the historical operations of the Texas
corporation  being  treated as the historical operations  of  the
company.   Consequently, the historical financial information  in
this  Form  10-KSB  (together with the accompanying  management's
discussion and analysis) reflect the financial position,  results
of  operations,  and cash flows of USARadio.com,  for  all  years
presented.

Redomestication

     On  May 26, 2000, at the annual meeting of shareholders, the
shareholders approved a proposal to reincorporate the company  in
Delaware (the "Reincorporation") by merging USARadio.com, Inc., a
Colorado   corporation  ("USARadio-Colorado")   with   and   into
USARadio.com,  Inc., a Delaware corporation  and  a  wholly-owned
subsidiary   of  USARadio-Colorado  ("USARadio-Delaware").    The
Reincorporation   was   effected   on   June   14,   2000.    The
Reincorporation  changed the legal domicile of the  company  from
Colorado  to  Delaware, but did not result in  a  change  in  the
principal  offices, business, management, capitalization,  assets
or  liabilities  of the company.  By operation of law,  USARadio-
Delaware  succeeded  to  all  the  assets  and  assumed  all  the
liabilities of USARadio-Colorado.

                              -11-

<PAGE>

Results of Operations

     The following table sets forth, for the period presented,
certain elements of the statements of operations of USARadio.com,
in thousands:

                                               December 31,
                                              ----------------
                                               2000     1999
                                              -------  -------
      Revenues............................    $ 3,596  $3,692
      Operating expenses..................      3,662   3,985
      Operating loss......................        (66)   (293)
      Other expense.......................        (41)   (240)
      Income tax benefit..................        ---      44
      Net loss............................       (107)   (489)

     During 2000 we made several changes which had a favorable
effect on our results of operations for the year ending
December 31, 2000.  Specifically, during the fourth quarter of
2000, we reduced staff.  In addition, we eliminated certain
programs which, in the opinion of management, were not
profitable. Lastly, we effected certain operational changes,
including steps designed to reduce our overall operating
expenses, which directly affected our operating performance.

     Year Ended December 31, 2000 Compared With Year Ended
December 31, 1999

     Revenues.  Our revenues decreased by approximately 3% to
approximately $3.6 million for 2000 from $3.7 million in 1999.
The decrease in revenue was primarily due to a decrease in
commercial airtime sold  (which represented approximately 86% of
total revenue for 2000) of approximately 2% or $66,000 as a
result of the elimination of certain talk show programs.
Revenues for 2000 were also negatively affected by a decrease in
rental of time on our channels, due to a decrease in demand, and
a decrease in sales of programming to non-commercial radio
stations, as a result of decreased availability of programming
stemming from the decrease in programmers as part of our staff
reduction.

     Operating Expenses.  Overall operating expenses decreased
(approximately 8%) from 1999 to 2000, decreasing by approximately
$323,000. This decrease primarily relates to a decrease in
programming and news services costs of approximately $180,000 or
14% stemming from the elimination of certain talk show programs
and a decrease in administrative and engineering expenses of
approximately $100,000 or 6% resulting from decreases in
compensation and related expenses associated with the reduction
in personnel.

     Net Loss.  For the year ended December 31, 2000, our net
loss was approximately $107,000 compared with a net loss of
$489,000 for the year ended December 31, 1999.

Liquidity and Capital Resources

     Since inception, we have financed our business principally
from operations. Such funds have historically been supplemented
with bank debt and stockholder loans. At December 31, 2000, we
had a working capital deficit of $220,000 as compared to $188,000
at December 31, 1999. Net cash provided by (used in) operating
activities for the year ended December 31, 2000 and 1999 was
$8,800 and $(30,000), respectively, representing an increase of
$38,800 in the 2000 period. The increase was primarily due to the
reduction in our net loss.

     As of December 31, 2000, certain of our vendors had granted
extended payment terms to us relating to an aggregate of
approximately $175,000 in payables. Although we expect that we
will be able to remain current with each of these vendors,
including with respect to those portions for which we have been
granted extended payment terms, no assurances can be made that we
will be able to fulfill our obligations under these terms.
Failure to repay our obligations to these vendors according to
the arranged terms could have a material adverse effect on our
business, prospects, financial condition or results of
operations. Management expects to be fully current with all of
its accounts payable by December 31, 2001.

      During the year ended December 31, 1999, Marlin Maddoux,
our Chief Executive Officer and President, advanced $80,000 to
us. At December 31, 2000, the outstanding amount of the advance
was $63,594. This advance bears interest at 10% per annum with a
maturity date of September 1, 2004. These funds were used by us
to acquire certain equipment and technology necessary in
connection with the upgrade of our command and control center.
Specifically, this equipment upgraded our satellite transmission
technology from analog to digital.

                              -12-

<PAGE>



      Mr. Marlin Maddoux also has advanced an additional $118,057
to us as of December 31, 2000. This advance bears interest at 12%
per annum, with a maturity date of June 1, 2002. These funds were
used by us for operating and advertising expenses.

      We maintain a credit facility with Bank of America.  This
credit line is payable upon demand and borrowings are limited to
$100,000.  Borrowings under this facility bear interest at prime
plus 1%, which was 10.5% at December 31, 2000.  At December 31,
2000, our outstanding debt under the credit facility was $88,000.
The borrowings under this credit facility are collateralized by
our assets.

      In addition to the line of credit referenced above, we also
maintain an additional bank line with Bank of America. Borrowings
under this bank line are limited to $40,000 and bear interest at
the bank's reference rate plus 3.625% (which was approximately
10.875% at December 31, 2000). Borrowings under this bank line
are also payable on demand. At December 31, 2000, our outstanding
debt under this facility was $37,000.

     Management believes that its available cash, together with
operating revenues and other available funds, will be adequate to
meet its operating requirements for the immediate term.

     We are currently in the process of seeking additional
financing through the issuance of debt, equity, other securities
or a contribution thereof. Although there can be no assurances
that any additional capital will be raised, any such financing
which involves the issuance of equity securities would result in
dilution to existing stockholders and the issuance of debt
securities would subject us to the risks associated therewith,
including the risks that interest rates may fluctuate and our
cash flows may be insufficient to pay interest and principal on
such indebtedness. There can be no assurances that we will be
able to obtain additional financing on terms which are acceptable
to us. Our inability to obtain additional acceptable financing
could have a significant negative impact on our operations or
growth plans.

     Other than the foregoing and the "Business Risks" discussed
below, management knows of no trends, demands, or uncertainties
that are reasonably likely to have a material impact on our short-
term liquidity or capital resources.

Inflation

     We do not believe that our operating results have been
materially affected by inflation during the preceding two years.
There can be no assurance, however, that our operating results
will not be affected by inflation in the future.

Net Operating Loss Carryforwards

     At December 31, 2000, we had net operating loss
carryforwards of approximately $220,000 available to offset
future taxable income that expire at various dates through 2019.
Under the Tax Reform Act of 1986, the amounts of and the benefits
from net operating loss carryforwards are subject to certain
limitations in the amount of net operating losses that we may
utilize to offset future taxable income.

Business Risks

     We have a recent history of losses and negative cash flow.

     During the years ended December 31, 2000, 1999 and 1998, we
incurred operating losses of approximately $66,000, $293,000 and
$190,000, respectively. During the year ended December 31, 1997,
we recorded modest operating income of approximately $160,000.
Prior years have also resulted in operating losses. As of
December 31, 2000, we had an accumulated deficit of approximately
$470,000.  Further, we may incur operating losses in the future.
We cannot assure you that we will ever achieve or sustain
profitability or that our operating losses will not increase in
the future.  If we do not achieve or sustain profitability, our
business, prospects, financial condition and results of
operations will suffer.

     We will need additional capital financing which could be
unavailable or available only on unfavorable terms.

     We will need to raise additional capital during 2001 to
fully implement our business plan. Further, because we have
incurred operating losses in recent periods, we may need to raise
additional capital to fund current

                              -13-

<PAGE>

operations. There can be no assurance that adequate levels of
additional financing through additional equity financing, debt
financing or other sources, will be available, or will be
available when needed or on terms favorable to us.  Additional
financings could result in significant dilution to existing
stockholders.  If adequate capital is not available or is not
available on acceptable terms, we may be unable to expand our
business model, (even on a smaller scale), expand or maintain our
existing affiliate base, develop or enhance our programming
content, take advantage of existing or future opportunities, or
respond to competitive pressures on a timely basis.  If we are
unable to obtain additional financing as needed, we may be
required to reduce the scope of our growth strategies or reduce
the scope of current operations.  Either such event could have a
material adverse effect on our business, prospects, financial
condition and results of operations.

     A downturn in radio advertising would cause our revenues to
     decrease.

     Our business depends on the continued demand for radio
airtime by advertisers. Because the majority of our revenues are
generated from the sale of commercial airtime, a downturn in
radio advertising would have a material adverse effect on our
business, prospects, financial condition or results of
operations.  Factors that could cause a downturn in radio
advertising include:

         *   the actual or perceived effectiveness of radio
             advertising in relation to other forms of
             advertising including television, print,
             outdoor and Internet-based advertising;

         *   changes in fees charged by other forms of
             advertising; and

         *   a substantial decline in the number of radio
             listeners.

     Further, because our success is closely associated with the
performance of the advertising industry generally, a broad
decline in national advertising would also have a material
adverse effect on our business, prospects, financial condition or
results of operations. No assurances can be given that a downturn
in advertising generally or radio advertising in particular will
not occur.

     If we fail to manage our airtime inventory, our
     profitability may be adversely affected.

     Our business depends on obtaining commercial airtime from
affiliate stations in exchange for programming content and
reselling such airtime to advertisers and advertising agencies.
Therefore, we maintain all of the "inventory risks" attendant to
holding commercial airtime, many of which are beyond our control.
These risks include:

      *   the risk that the commercial airtime will go
          unsold or will not be sold until close to its
          airtime when the value thereof has decreased
          substantially;

      *   the risk that our affiliate stations do not
          represent an attractive demographic profile to
          our advertisers; and

      *   technical risks, including the risk that our
          affiliate stations will be unable to broadcast
          the commercial spots purchased by our clients.

     In addition, we have in the past sold certain commercial
airtime by guaranteeing favorable ratings and/or demographics. As
is typical in the industry, if the radio program on which the
commercial is broadcast does not achieve the guaranteed levels,
we may be obligated to offer the advertiser additional
advertising time. These "make goods" or "bonus spots" are the
principal method by which we satisfy our guarantee obligations to
advertisers. Alternatively, however, we could be required to
refund or credit a portion of the advertising revenue derived
from such sales. Historically, we have not refunded significant
amounts of revenue on this basis.

     We are significantly dependent on the continued popularity
of our programs, particularly "Point of View."

     The success of our business is largely dependent on the
subjective tastes of radio audiences. These tastes have
historically been unpredictable and susceptible to change without
warning or explanation. To the extent our programs do not meet
with widespread audience appeal, our business, prospects,
financial condition and results of

                              -14-

<PAGE>

operations will be harmed. No assurances can be given that any of
our current or future programs will maintain a commercially
viable level of audience appeal.

     During the year ended December 31, 2000, sales of commercial
airtime received in exchange for our nationally syndicated
program known as Point of View represented 8% of net sales,
whereas sales of commercial airtime received in exchange for our
next most popular program represented only 3% of net sales.
Accordingly, if the popularity of Point of View among target
listeners were to substantially decrease, our business,
prospects, financial condition and results of operations would
likely be materially adversely affected.

     The continued success of Point of View is dependent, to a
large degree, upon the efforts of its host, Marlin Maddoux.
Mr. Maddoux has hosted Point of View, since 1972. The popularity
of this program is generally attributed to the popularity of
Mr. Maddoux.  The loss or unavailability of Mr. Maddoux would
adversely affect our business and prospects.

     Our success depends on our ability to maintain and expand
     our affiliate base.

     Our success largely depends on our ability to maintain and
expand our affiliate base.  Our revenues are primarily driven by
fees paid by advertisers and advertising agencies based on
commercial airtime received through barter from our affiliates.
If we are unable to induce existing and new affiliates to
exchange commercial airtime for our programming, our business,
prospects, financial condition and results of operations will be
harmed. There can be no assurance that we will be able to
establish new relationships or to maintain existing relationships
with radio stations in the future.

     We intend to expand our business model to include other
     sources of revenue.

     Since incorporation, we have been focused on providing radio
programming content to our affiliate stations in exchange for
commercial airtime that could be sold to advertisers.  However,
we believe that in order to maximize the value of our
relationships with these affiliate stations and respond to
competition, we will need to offer additional products or
services to our existing affiliates and/or expand our services to
advertisers.  To do so, we intend to expand our business model,
potentially including increasing the number of affiliates,
expanding our Internet radio presence and acquiring other
satellite networks and Internet radio companies. To date, we have
not finalized this business model.  We are unable to predict
whether our expanded model will prove to be viable, whether the
expanded model will jeopardize our current business and revenue
streams and/or whether the demand for any new products or
services will materialize.  We expect that development of this
expanded business model will require significant additional
capital and will place significant strain on our managerial,
operational and financial resources and that, as such, our
business, prospects, financial condition and results of
operations could be materially adversely affected.

     Future growth will strain our resources.

     Future growth will be required in order for us to realize
our business objectives.  We expect that future growth, if any,
will place a significant strain on our managerial, operational
and financial resources.  We must manage our growth, if any,
through appropriate systems and controls in each of these areas.
If we do not manage the growth of our business effectively, our
business, prospects, financial conditions or results of
operations would be materially adversely affected. Moreover, none
of our senior executive officers has ever been a senior executive
of a public company. Our management team may not be able to
manage future growth, if any, or the demands of successfully
operating a public company.

     The content of our programming may subject us to litigation
     and related costs.

     Although all of our programming is intended for a broader
audience and is free of content likely to be deemed objectionable
to ethnic, religious or political groups, we may be subject to
claims for defamation, liable, or based on other theories
relating to the content contained in our programs. Defending
against any such claims could be costly and deter the attention
of management from the operations of our business.

     We may make acquisitions or enter into joint ventures or
strategic alliances, each of which is accompanied by inherent
risks.

     If appropriate opportunities present themselves, we may make
acquisitions or investments or enter into joint ventures or
strategic alliances with other companies.  Risks commonly
encountered in such transactions include:

                              -15-

<PAGE>



         *   the difficulty of assimilating the operations and
             personnel of the combined companies;

         *   the risk that we may not be able to integrate the
             acquired services, products or technologies with our
             current services, products and technologies;

         *   the potential disruption of our ongoing business;

         *   the inability to retain key managerial personnel
             and/or on-air personalities;

         *   the ability of management to maximize our financial
             and strategic position through the successful
             integration of acquired businesses;

         *   difficulty in maintaining controls, procedures and
             policies; and

         *   the impairment of relationships with
             employees/suppliers and customers as a result of any
             integration.

     The pre-merger stockholder of USARadio.com controls
     approximately 97.2% of our voting stock.

     USA Radio Network Trust, the sole pre-merger stockholder of
USARadio.com, holds, as of March 20, 2001, 13,136,720 shares or
approximately 97.2% of the issued and outstanding shares of the
company.  As a result, this stockholder, which is controlled by
Marlin Maddoux as the sole trustee, has the ability to control
all matters requiring stockholder approval, including the
election and removal of directors, the approval of significant
corporate transactions, such as any merger, consolidation or sale
of all or substantially all of the company's assets, and the
control of the management and affairs of USARadio.com.

     There is no public market for our stock, nor do we
     anticipate that any public market will develop.

     Currently, our common stock is not traded on a national
securities exchange or automated quotation system and, as such,
there is no public market for our securities.  Although we may
seek to obtain the listing of our shares on the OTC Bulletin
Board at some point in the future, no such determination has
currently been made, nor can there be any assurance that such a
listing could be achieved.  Consequently, we cannot be certain
that a regular trading market for our common stock will ever
develop.  If a trading market does in fact develop for our common
stock, we cannot be certain that it will be sustained. Further,
our shares may be subject to the rules adopted by the Securities
and Exchange Commission regulating broker-dealer practices in
connection with transactions in "penny stocks." Accordingly, you
are likely to have difficulty in selling your shares of common
stock should you desire to do so. See "Market for Common Equity
and Related Stockholder Matters-The Securities Enforcement and
Penny Stock Reform Act of 1990."

     You should exercise extreme caution with all forward-looking
     statements made in this Form 10-KSB.

     As previously indicated, this Form 10-KSB contains "forward-
looking statements." These forward-looking statements are based
on the beliefs of our management as well as assumptions made by,
and information currently available to, our management.  Forward-
looking statements reflect the current view of USARadio.com with
respect to future events and are subject to numerous risks,
uncertainties and assumptions, including, without limitation, the
factors identified in this section.  Although we believe that the
expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will
prove to have been correct.  Should any one or more of these or
other risks or uncertainties materialize or should any underlying
assumptions prove incorrect, actual results are likely to vary
materially from those described herein.  We do not intend to
update our forward-looking statements.

     Our business may face additional risks and uncertainties not
     presently known.

     In addition to the risks specifically identified in this
"Business Risks" section of the Form 10-KSB, we may face
additional risks and uncertainties not presently known to us or
that we currently deem immaterial, which ultimately could impair
our business, prospects, results of operations and financial
condition.

                              -16-

<PAGE>



ITEM 7.  FINANCIAL STATEMENTS

     The following financial statements and notes thereto are
filed herewith beginning at page F-1.

                                                             Page
                                                             ----

Report of Independent Certified Public Accountants...........F-1

Balance Sheets as of December 31, 2000 and 1999..............F-2

Statements of Operations for the Years Ended
 December 31, 2000 and 1999..................................F-3

Statements of Stockholders' Equity (Deficit) for the
 Years Ended December 31, 2000 and 1999......................F-4

Statements of Cash Flows for the Years Ended
 December 31, 2000 and 1999..................................F-5

Notes to Financial Statements.........................F-6 - F-12


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE

     In December, 1999, our board of directors approved a change
in the company's independent auditors.  Previously, the
independent auditing firm of Cordovano and Harvey, P.C. had
issued reports covering the period from inception (April 8, 1998)
to April 30, 1999 on Ansel Project.  None of the reports of
Cordovano and Harvey, P.C. on the financial statements of Ansel
Project contained any adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or
accounting principles, nor have there been at any time,
disagreements between Ansel Project and Cordovano and Harvey,
P.C. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.

     We retained the accounting firm or Grant Thornton LLP to
serve as our independent accountants to audit our financial
statements.  This engagement was effective February 14, 2000.
Prior to its engagement as our independent auditors, Grant
Thornton LLP had not been consulted by us either with respect to
the application of accounting principles to a specific
transaction or the type of audit opinion that might be rendered
on our financial statements or on any other matter that was the
subject of any prior disagreement between us and our previous
certifying accountants.


                            PART III.

     Certain information required by Part III is incorporated by
reference in this report from the definitive Information
Statement for the Company's 2001 Annual Meeting of Stockholders
to be filed with the Commission within 120 days following the end
of the fiscal year covered by this report pursuant to Regulation
14C (the "Information Statement").



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The information required by this Item is incorporated by
reference from the Information Statement.

                              -17-

<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by
reference from the Information Statement.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The information required by this Item is incorporated by
reference from the Information Statement.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by
reference from the Information Statement.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          The exhibits listed on the accompanying Index to
          Exhibits immediately following the signature page are
          filed as part of, or incorporated by reference into,
          this Annual Report on Form 10-KSB.

     (b)  Reports on Form 8-K.

          None



                              -18-

<PAGE>



                           SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on March 30, 2001.

                              USARadio.com, Inc.



                              By:  /s/ Mark Maddoux
                              -----------------------------
                                  Mark Maddoux
                                  Vice President and Chief
                                   Financial Officer



     In accordance with the Exchange Act, this report has been
signed on the 30th day of March, 2001, below by the following
persons on behalf of the registrant and in the capacities
indicated.


  Signature                       Title
  ---------                       -----

        /s/ Marlin Maddoux        Chief Executive Officer,
  -----------------------------   President and
  Marlin Maddoux                  Director
                                  (Principal Executive Officer)
        /s/ Mark Maddoux          Vice President, Chief
  -----------------------------   Financial Officer and
  Mark Maddoux                    Director
                                  (Principal Financial and
                                  Accounting Officer)


                              -19-


<PAGE>
                        INDEX TO EXHIBITS

2.1   Agreement and Plan of Merger, dated November 5, 1999, by
      and between Ansel Project, Inc., a Colorado corporation
      and USARadio.com, Inc., a Texas corporation (Exhibit
      2.1)(1)

2.2   Agreement and Plan of Merger, dated April 10, 2000, by and
      between USARadio.com, Inc., a Colorado corporation, and
      USARadio.com, Inc., a Delaware corporation (Exhibit
      2.1)(2)

3.1   Articles of Incorporation of USARadio.com, Inc. (Exhibit
      3.1)(2)

3.2   Articles of Merger by and between Ansel Project, Inc., a
      Colorado corporation and USARadio.com, Inc., a Texas
      corporation (Exhibit 3.2) (3)

3.3   Bylaws of USARadio.com, Inc. (Exhibit 3.2)(2)

10.1  Form of USA Radio Network Broadcast Agreement (Exhibit
      10.1)(3)

10.2  Satellite Services and Space Segment Lease Agreement,
      dated March 11, 1997, by and between SpaceCom Systems,
      Inc. and USA Radio Network, Inc. (Exhibit 10.2)(3)

10.3  Satellite Services and Space Segment Lease Agreement,
      dated March 15, 1999, by and between SpaceCom Systems,
      Inc. and USA Radio Network, Inc. (Exhibit 10.3)(3)

10.4  Subscription Agreement, dated March 27, 1998, by and
      between United Press International and USA Radio Network
      (Exhibit 10.4)(3)

10.5  Demand Note, dated September 30, 1998, by and between
      NationsBank, N.A. and USA Radio Network, Inc. (Exhibit
      10.5)(3)

10.6  Sixth Amendment and Lease Renewal by and between Fenway
      Partner, L.P. and U.S.A. Radio Network, Inc. dated
      August 3, 2000 (filed herewith), Fifth Amendment to Lease
      Agreement between Phoenix Home Life Mutual Insurance
      Company and U.S.A. Radio Network, dated September 18, 1996
      (filed herewith), Fourth Amendment to Lease Agreement
      between Phoenix Home Life Mutual Insurance Company and
      U.S.A. Radio Network, dated October 1, 1994 (filed
      herewith), Third Amendment to Lease Agreement between
      Phoenix Home Life Mutual Insurance Company and U.S.A.
      Radio Network, dated June 7, 1994 (Exhibit 10.6)(3),
      Second Amendment to Lease Agreement between Phoenix Mutual
      Life Insurance Company and U.S.A. Radio Network, dated
      October 29, 1991 (Exhibit 10.6)(3), First Amendment to
      Lease Agreement between Phoenix Mutual Life Insurance
      Company and U.S.A. Radio Network, dated October 7, 1989
      (Exhibit 10.6)(3) and Lease Agreement between Phoenix
      Mutual Life Insurance Company and U.S.A. Radio Network
      dated May 3, 1989 (Exhibit 10.6)(3)

10.7  Promissory Note, dated September 30, 1997, by and between
      NationsBank of Texas, N.A. and U.S.A. Radio Network, Inc.
      (Exhibit 10.7)(3)

10.8  Transmission Service Agreement, dated August 16, 1995, by
      and between Equity Radio Network, Inc. and USA Radio
      Network(Exhibit 10.8)(3)

10.9  Advantage Business Credit Line/Loan Agreement, dated
      September 12, 1997, by and between Bank of America Texas,
      N.A. and USA Radio Network, Inc. (Exhibit 10.9)(3)

10.10 Form of USA Radio Network Standard Affiliation Agreement
      Terms and Conditions and Addendum to Affiliation
      Agreement(Exhibit 10.10)(3)

16.1  Letter Re Change in Certifying Accountant (Exhibit
      16.1)(1)
________________
(1)  Incorporated by reference to the exhibit shown in
     parenthesis filed in our report on Form 8-K, filed April 7,
     2000.
(2)  Incorporated by reference to the exhibit shown in
     parenthesis filed in our report on Form 8-K, filed June 20,
     2000.

                              -20-
<PAGE>

(3)  Incorporated by reference to the exhibit shown in
     parenthesis filed in our Form 10-KSB Annual Report for the
     fiscal year ended December 31, 1999, filed April 14, 2000.


                              -21-


<PAGE>







               Report of Independent Certified Public Accountants


Board of Directors
USARadio.com, Inc.


We have audited the accompanying balance sheets of USARadio.com,
Inc. as of December 31, 2000 and 1999, and the related statements
of operations, stockholders' equity (deficit) and cash flows for
the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of USARadio.com, Inc. as of December 31, 2000 and 1999, and the
results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally
accepted in the United States of America.


/s/ GRANT THORNTON LLP

GRANT THORNTON LLP

Dallas, Texas
February 28, 2001


                               F-1


<PAGE>



                       USARadio.com, Inc.

                         BALANCE SHEETS

                          December 31,




              ASSETS                    2000        1999
                                     -----------  ---------


CURRENT ASSETS
  Cash                                $   17,120 $     9,225
  Accounts receivable, net of
   allowance for doubtful accounts
   of $52,788 in 2000 and $11,909
   in 1999, respectively                 398,804     488,621
  Accounts receivable-related party       71,504     122,977
  Prepaid expenses                        20,867      45,639
                                      ----------   ---------

             Total current assets        508,295     666,462

PROPERTY AND EQUIPMENT - AT COST
  Equipment                              574,033     580,749
  Automobiles                             47,718           -
  Furniture and fixtures                  18,952       8,902
  Software                                23,906      23,906
                                      ----------   ---------
                                         664,609     613,557
     Less accumulated depreciation      (498,545)   (434,826)
                                      ----------   ---------
                                         166,064     178,731
                                      ----------   ---------

                                       $ 674,359   $ 845,193
                                       =========   =========

     LIABILITIES AND STOCKHOLDERS'
           DEFICIT

CURRENT LIABILITIES
  Short-term notes and current
   maturities of long-term debt        $ 147,083   $ 159,461
  Accounts payable                       448,844     527,261
  Accrued liabilities                    132,614     168,216
                                       ---------   ---------

         Total current liabilities       728,541     854,938

LONG-TERM DEBT, net of current
 maturities                              202,128     139,651

STOCKHOLDERS' DEFICIT
  Common stock - no par ;
   authorized, 30,000,000
   shares; issued and outstanding,
   13,516,720 shares                       2,673       2,673
  Additional paid-in capital             211,327     211,327
  Accumulated deficit                   (470,310)   (363,396)
                                       ---------   ---------
Total stockholders' deficit             (256,310)   (149,396)
                                       ---------   ---------

                                       $ 674,359   $ 845,193
                                       =========   =========


                               F-2

<PAGE>

                             ASSETS


                       USARadio.com, Inc.

                    STATEMENTS OF OPERATIONS

                    Years ended December 31,




                                           2000           1999
                                        -----------   -----------

Revenue
 Spot sales, net                        $ 3,107,796   $ 3,174,050
 Satellite time                             201,345       210,541
 News services                              106,960       127,653
 Syndication                                180,000       180,000
                                         ----------   -----------
                                          3,596,101     3,692,244

Operating expenses
 Sales expenses                             862,268       909,869
 Programming and news services            1,120,082     1,300,227
 Administrative and  engineering          1,616,131     1,716,114
 Depreciation                                63,719        59,042
                                          3,662,200     3,985,252
                                         ----------   -----------

          Operating loss                    (66,099)     (293,008)

Other expenses
 Interest expense                           (40,815)      (54,774)
 Cost of merger                                   -      (185,000)
                                         ----------   -----------
                                            (40,815)     (239,774)

          Loss before income taxes         (106,914)     (532,782)

Income taxes
 Income tax benefit                                -       43,800
                                         -----------  -----------
                                                   -       43,800
                                         -----------  -----------

          Net loss                       $  (106,914) $  (488,982)
                                         ===========  ===========

Loss per common share - basic and
 diluted                                 $      (.01) $      (.04)

Weighted average shares outstanding       13,516,720   13,516,720


                               F-3

<PAGE>


                       USARadio.com, Inc.

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)



<TABLE>


                                                                    Retained
                               Common stock                         earnings
                          ---------------------    Additional     (accumulated
                            Shares      Amount   paid-in capital    deficit)      Total
                          ----------  ---------  ---------------  ------------  ----------
<S>                       <C>         <C>        <C>              <C>           <C>
Balances at January 1,
  1999                      2,900,000   $ 29,000   $           -     $ 125,586   $ 154,586

Contribution of capital             -          -         185,000             -     185,000

Merger with
  USARadio.com,
  Inc. (a Texas
  corporation),
  accounted for as a
  recapitalization
  (Note A)                 10,616,720    (26,327)         26,327             -           -

Net loss                            -          -               -      (488,982)   (488,982)
                          -----------  ---------     -----------    ----------   ---------

Balances at December 31,
  1999                     13,516,720      2,673         211,327      (363,396)   (149,396)

Net loss                            -          -               -      (106,914)   (106,914)
                          -----------  ---------     -----------    ----------   ---------

Balances at December 31,
  2000                     13,516,720  $   2,673        $211,327    $ (470,310)  $(256,310)
                           ==========  =========      ==========    ==========   =========

</TABLE>


                               F-4

<PAGE>

                       USARadio.com, Inc.

                    STATEMENTS OF CASH FLOWS

                    Years ended December 31,




                                          2000          1999
                                      -----------   -----------

Cash flows from operating
 activities
  Net loss                            $ (106,914)   $  (488,982)
  Adjustments to reconcile net loss
   to net cash provided by
   (used in) operating activities
     Bad debt expense                     20,143         49,789
     Depreciation                         63,719         59,042
     Deferred income taxes                     -        (43,800)
     Merger costs paid by
     stockholder                               -        185,000
  Changes in operating assets and
    liabilities
   Accounts receivable                    69,674       (102,833)
   Accounts receivable-related
    party                                 51,473         14,761
   Prepaid expenses                       24,772         (1,839)
   Accounts payable                      (78,417)       281,759
   Accrued liabilities                   (35,602)        16,947
                                      ----------    -----------

          Net cash provided by
           (used in) operating
           activities                      8,848        (30,156)

Cash flows from investing
 activities
  Purchases of property and
   equipment                              (3,337)       (14,893)

Cash flows from financing
 activities
  Proceeds from issuance of notes
   payable                                42,000         64,000
  Payments on notes payable              (39,616)       (39,952)
                                      ----------    -----------

          Net cash provided by
           financing activities            2,384         24,048
                                      ----------    -----------

          Net increase (decrease)
           in cash                         7,895        (21,001)

Cash at beginning of year                  9,225         30,226
                                      ----------    -----------

Cash at end of year                   $   17,120    $     9,225
                                      ==========    ===========

Supplemental cash flow information:
  Interest paid                       $   30,357    $    54,774
                                      ==========    ===========

Noncash investing and financing
 activities:
  Acquisition of equipment financed
   by debt                            $   47,715    $    80,000
                                      ==========    ===========

                               F-5

<PAGE>


                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 2000 and 1999



NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

 Nature of Business
 ------------------

 USARadio.com, Inc. (the Company) is a radio broadcast network
 that provides news and programming via satellite to radio
 stations throughout the United States.  The Company sells
 national advertising to corporate brands and direct response
 advertisers and programming to non-commercial radio stations
 that do not carry the Company's advertising.  The Company also
 receives revenue for the rental of time on its satellite
 channels.

 Reorganization
 --------------

 On November 5, 1999, the Registrant, formerly known as Ansel
 Project, Inc. (Ansel), entered into a merger agreement with
 USARadio.com, Inc., formerly U.S.A. Radio Network, Inc. (Old
 USA).  Pursuant to the agreement, (i) the sole stockholder of
 Old USA acquired 850,000 shares of Ansel's common stock for
 $185,000 and (ii) Ansel issued 4.2368 shares of its common
 stock in exchange for each of the 2,900,000 outstanding shares
 of Old USA.  At the conclusion of the merger which was
 effective December 21, 1999, the former stockholder of Old USA
 owned 13,136,720 shares of the 13,516,720 total outstanding
 shares of Ansel.  Ansel then changed its name to USARadio.com,
 Inc.   Ansel had no operations and insignificant assets at the
 date of merger.

 The merger was accounted for as a recapitalization of Old USA.
 Accordingly, the accompanying financial statements for periods
 prior to December 21, 1999, are those of Old USA.  The
 consideration paid by the stockholder of Old USA in the amount
 of $185,000 has been reflected in the accompanying financial
 statements as contributed capital and has been charged to
 expense as a cost of the recapitalization.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Property and Equipment
 ----------------------

 Property and equipment are stated at cost.  Depreciation is
 provided using the straight-line method over expected useful
 lives of five to ten years.

 Revenue Recognition
 -------------------

 Spot sales revenue is recognized in the accounting period which
 corresponds with the broadcast of the advertisement.  Net
 revenues represent gross spot sales less direct commissions
 paid to independent advertising agencies.  Amounts received as
 advance payment of a broadcast are recorded as deferred revenue
 until the broadcast is aired.


                               F-6


<PAGE>


                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 2000 and 1999


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 Use of Estimates
 ----------------

 The preparation of financial statements in conformity with
 accounting principles generally accepted in the United States
 of America requires management to make estimates and
 assumptions that affect 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 reported period.
 Actual results could differ from those estimates.

 Credit Risk
 -----------

 The Company sells commercial airtime to advertisers and
 advertising agencies and sells satellite time and syndication
 services to radio stations located throughout the United
 States.  Credit is extended based on an evaluation of each
 customer's financial condition, credit standing and previous
 history with the Company.  Credit losses are provided for as
 deemed necessary.

 Income Taxes
 ------------

 Deferred income taxes reflect the impact of temporary
 differences between the amounts of assets and liabilities
 recognized for financial reporting purposes and such amounts
 recognized for tax purposes.

 Loss Per Share
 --------------

 Basic and diluted loss per common share are based upon the
 weighted average number of shares of common stock outstanding,
 giving retroactive effect to the merger discussed in Note A.

 Reclassifications
 -----------------

 Certain prior year amounts have been reclassified to conform to
 the current year presentation.


NOTE C - RELATED PARTY TRANSACTIONS

 The Company sells satellite time and syndication services to a
 not-for-profit organization, International Christian Media
 (ICM).  From time to time, the Company and ICM incur expenses
 on behalf of the other which are subsequently reimbursed by the
 appropriate party.  The Company's primary stockholder is a
 trust with directors in common with the board of trustees of
 ICM.



                               F-7


<PAGE>




                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 2000 and 1999


NOTE C - RELATED PARTY TRANSACTIONS - Continued

 A summary of the transactions with ICM is as follows:

                                           Years ended
                                           December 31,
                                 -----------------------------
                                      2000             1999
                                 --------------   ------------

Syndication fees and sale of
   satellite time to ICM             $234,000         $234,000
Net expenses paid by the Company
   and billed to ICM                   52,392           32,485
                                     --------         --------

                                     $286,392         $266,485
                                     ========         ========

                                           December 31,
                                 -----------------------------
                                      2000             1999
                                 --------------   ------------

Accounts receivable from ICM         $ 71,504         $122,977
                                     ========         ========



                               F-8

                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 2000 and 1999



NOTE D - NOTES PAYABLE AND LONG-TERM DEBT

 Notes payable and long-term debt consist of the following:

                                                December 31,
                                             -------------------
                                               2000      1999
                                             --------  ---------
Note payable to bank, interest at 10%,
 payable in monthly installments of $3,233
 including interest, maturing in September
 2000; secured by substantially all assets
 of the Company and guaranteed by a
 stockholder of the Company and affiliates
 of the stockholder.                          $      -  $ 21,178

Line of credit of $100,000 to a bank,
 interest at bank's prime rate plus 1%
 (10.5% at December 31, 2000) payable
 monthly, due upon demand; secured by
 substantially all assets of the Company.       88,000    88,000

Line of credit of $40,000 to bank, interest
 at bank's reference rate plus 3.625%
 (10.875% at December 31, 2000) payable
 monthly, due upon demand, unsecured.           37,000    37,000

Note payable, interest at 4.25%, payable in
 monthly installments of $837 through April
 2003 with final payment of $23,032 due May
 2003, secured by automobile                    42,560         -

Advance from stockholder, interest at 10%,
 payable in monthly installments of $1,703
 through September 2004; secured by
 equipment.                                     63,594    76,877

Advance from stockholder, interest at 12%,
 due June 2002, unsecured.                     118,057    76,057
                                              --------  --------
                                               349,211   299,112
Less short-term notes and current maturities
 of long-term debt                             147,083   159,461
                                              --------  --------

                                              $202,128  $139,651
                                              ========  ========

 Aggregate maturities of notes payable and long-term debt at
   December 31, 2000 are as follows:

  Year ending
  December 31,
  ------------

    2001                                      $147,083
    2002                                       142,765
    2003                                        44,659
    2004                                        14,704
                                              --------

                                              $349,211
                                              ========




                               F-9

<PAGE>


                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 2000 and 1999



NOTE E - INCOME TAXES

 The income tax benefit reconciled to the tax computed at the
 statutory Federal rate is as follows:

                                                  Years ended
                                                 December 31,
                                             ---------------------
                                               2000        1999
                                             ----------  ---------
   Federal tax benefit at statutory rate      $(36,351)  $(181,146)
   Nondeductible expenses                          157      63,292
   Other                                        (6,671)     14,708
   Change in valuation allowance                42,865      59,346
                                              --------    --------

                                              $      -   $ (43,800)
                                              ========   =========

          Deferred tax assets and liabilities consist of the
          following:


                                                  December 31,
                                             --------------------
                                               2000        1999
                                            ---------- ---------
  Deferred tax assets
    Net operating loss
     carryforwards                          $   82,120 $  90,905
    Accounts payable                           214,965   236,434
  Deferred tax liabilities
    Accounts receivable                       (173,873) (238,414)
    Prepaid expenses                            (5,197)  (15,517)
    Property and equipment                     (15,804)  (14,062)
                                             ---------  --------
                                               102,211    59,346
    Less valuation allowance                  (102,211)  (59,346)
                                             ---------  --------

    Net deferred tax asset                   $       -  $      -
                                             ---------  --------

 At December 31, 2000, the Company had net operating loss
 carryforwards of approximately $220,000 available to offset
 future taxable income, as limited by Section 382 of the
 Internal Revenue Code, which expire at various dates through
 2019.  Future tax benefits, such as net operating loss
 carryforwards, are recognized to the extent that realization of
 such benefits are more likely than not.

                              F-10


<PAGE>

                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 2000 and 1999


NOTE F - COMMITMENTS

 The Company leases office space under an operating lease that
 expires in June 2004.  The Company has subleased a portion of
 these facilities to ICM and others.  The net rent expense for
 these facilities was $139,869 and $131,428 for 2000 and 1999,
 respectively.

 Future minimum rental payments and sublease rental income under
 these facility lease agreements are as follows:

 <TABLE>


                                                Years ending December 31,
                             --------------------------------------------------------------
                               2001        2002         2003          2004         Total
                             --------   ----------  ------------  -----------  ------------
<S>                          <C>        <C>         <C>           <C>          <C>
Minimum rentals               $219,787    $185,281      $185,281      $ 92,640      $682,989
Less sublease rental income    (92,988)    (79,750)      (79,750)      (39,875)     (292,363)
                              --------    --------      --------      --------      --------

Net rental expense            $126,799    $105,531      $105,531      $ 52,765      $390,626
                              ========    ========      ========      ========      ========



 </TABLE>

 The Company also leases satellite audio transmission services
 under various agreements which expire through March 2005. Total
 rent expense for these leases was $324,837 and $416,209 for
 2000 and 1999, respectively.

 The following is a schedule of minimum rentals due under these
 satellite agreements:

   Year ending
  December 31,
  ------------
    2001                                     $ 178,860
    2002                                       165,660
    2003                                       165,660
    2004                                       165,660
    2005                                        27,610
                                              --------

                                              $703,450
                                              --------

 The Company also contracts for news and wire services under
 short-term agreements.


NOTE G - FAIR VALUE OF FINANCIAL INSTRUMENTS

 The fair values of the  Company's financial instruments are
 based on carrying value for short-term items and, in the case
 of notes payable and long-term debt, incremental borrowing
 rates currently available on loans with similar terms and
 maturities.  The carrying amounts of the Company's cash,
 accounts receivable, accounts payable, notes payable and long-
 term debt approximate fair value.



                              F-11



<PAGE>


                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 2000 and 1999




NOTE H - LIQUIDITY MATTERS

 The Company had losses in 1999 and 2000, and current
 liabilities exceeded current assets by $220,246 at December 31,
 2000.  To improve operations and liquidity, the Company has
 implemented various measures, including cost reduction
 programs.  Although the effect of the measures is not assured,
 the Company believes that its liquidity will be sufficient to
 meet its operating requirements through December 31, 2001.


                              F-12