United States
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549

                                 FORM 10-QSB




[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                 For the quarterly period ended September 30, 2001

                                    OR



[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                       Commission File Number 0-26624
                  ALTERNATE MARKETING NETWORKS, INC.
                formerly ALTERNATE POSTAL DELIVERY, INC.
               (Exact name of small business issuer as specified in its charter)

      Michigan                                        38-2841197
(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                         Identification No.)

One Ionia, SW, Suite 520, Grand Rapids, Michigan      49503
(Address of principal executive offices)              (Zip Code)

      616-235-0698                                    FAX 616-235-3405
(Issuer's telephone number, including area code)


     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 ( )

As of November 5, 2001, 4,586,005 shares of the issuer's common stock were
outstanding.

                       This report contains 17 pages.


             ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

                               FORM 10-QSB

                                  INDEX



                                                                        Page
PART I.  Financial Information:                                         No.

         Condensed Consolidated Balance Sheets - September 30, 2001,
          and December 31, 2000 . . . . . . . . . . . . . . . . . . . 3 & 4

         Condensed Consolidated Statements of Operations - three
          and nine months ended September 30, 2001 and 2000 . . . . . . . 5

         Condensed Consolidated Statements of Cash Flows - nine
          months ended September 30, 2001 and 2000  . . . . . . . . . . . 6

         Notes to Condensed Consolidated Financial Statements . . .  7 - 11

         Management's Discussion and Analysis or Plan
          of Operation . . . . . . . . . . . . . . . . . . . . . . .12 - 15

PART II. Other Information:

         Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 16

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . . .  17


Part I.  Financial Information

             ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

                    Condensed Consolidated Balance Sheets


                                  ASSETS
                                               September 30,   December 31,
                                                   2001            2000
                                               (unaudited)
                                              ------------    ------------
Current assets:
     Cash and cash equivalents                 $ 2,892,866     $ 3,196,179
     Accounts receivable, trade, less
      allowance of $100,000 at September 30
      and December 31                            3,962,157       3,763,937
     Prepaid expenses and other assets             203,335         155,655
     Refundable federal income tax                  68,032          83,000
                                               -----------     -----------
          Total current assets                   7,126,390       7,198,771

Property and equipment:
     Computer equipment                            271,163         262,371
     Furniture and fixtures                        150,092         146,869
                                               -----------     -----------
                                                   421,255         409,240

     Accumulated depreciation and
      amortization                                (332,831)       (295,368)
                                               -----------     -----------
                                                    88,424         113,872

Computer software, net                              50,898          73,220

Intangible assets, net                           2,042,338       2,154,512
                                               -----------     -----------
                                               $ 9,308,050     $ 9,540,375
                                               ===========     ===========

                                  Continued


             ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

                    Condensed Consolidated Balance Sheets


                                 LIABILITIES

                                               September 30,   December 31,
                                                   2001            2000
                                               (unaudited)
                                               -----------     -----------
Current liabilities:
     Accounts payable                           $1,530,642      $1,258,353
     Accrued liabilities                           252,459         150,449
     Deferred revenue                               18,750          73,301
                                                 ---------       ---------
          Total current liabilities              1,801,851       1,482,103

Commitments and contingencies



                              SHAREHOLDERS' EQUITY

Preferred stock-no par value, 2,000,000
 authorized shares, no shares issued and
 outstanding
Common stock-no par value, voting, 14,000,000
 authorized shares; 4,586,005 and 4,689,105
 shares issued and outstanding at
 September 30, 2001 and at December 31, 2000,
 respectively                                   11,708,282      11,822,347
Accumulated losses, through September 30, 1993
 (Note 4)                                       (1,291,039)     (1,291,039)
                                                 ---------       ---------
          Total common stock                    10,417,243      10,531,308

Accumulated losses, since October 1, 1993
 (Note 4)                                       (2,911,044)     (2,473,036)
                                                 ---------       ---------
          Total shareholders' equity             7,506,199       8,058,272
                                                 ---------       ---------
                                               $ 9,308,050     $ 9,540,375
                                               ===========     ===========

  The accompanying notes are an integral part of the condensed consolidated
financial statements.


             ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

              Condensed Consolidated Statements of Operations

                                 Three months ended      Nine months ended
                                    September 30,           September 30,
                              ----------------------  ------------------------
                                 2001        2000        2001        2000
                              ----------  ----------  -----------  -----------
                                   (unaudited)              (unaudited)
Net sales                     $4,523,028  $6,367,536  $12,285,260  $17,138,051
Cost of sales                  3,511,996   4,811,351    9,565,519   12,843,780
                              ----------  ----------  -----------  -----------
     Gross profit              1,011,032   1,556,185    2,719,741    4,294,271
Selling, general and
 administrative expenses       1,133,961   1,735,272    3,299,942    4,902,882
Gain on sale of assets                     3,613,521                 3,613,969
                              ----------  ----------  -----------  -----------
Income(loss) from operations  (  122,929)  3,434,434  (   580,210)   3,005,358
Other income(expense), net        25,035         231      105,072       20,894
                              ----------  ----------  -----------  -----------
Income(loss) before income
 taxes                        (   97,894)  3,434,665  (   475,129)   3,026,252
Income tax expense(benefit)   (   40,032)    761,815  (    37,121)     784,548
                              ----------  ----------  -----------  -----------
Net income(loss)              ($  57,862) $2,672,850  ($  438,008) $ 2,241,704
                              ==========  ==========  ===========  ===========
Income per share (Note 3)
Basic:
Net income(loss)              ($     .01) $      .57 ($       .09) $       .49
                              ==========  ==========  ===========  ===========
Diluted:
Net income(loss)              ($     .01) $      .57 ($       .09) $       .48
                              ==========  ==========  ===========  ===========
Weighted average number of shares
 outstanding: (Note 3)
  Basic                        4,593,714   4,681,605    4,621,837    4,614,750
                              ==========  ==========  ===========  ===========
  Diluted                      4,593,714   4,717,000    4,621,837    4,663,023
                              ==========  ==========  ===========  ===========

  The accompanying notes are an integral part of the condensed consolidated
financial statements.


             ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

               Condensed Consolidated Statements of Cash Flows


                                                   Nine months ended
                                                      September 30,
                                               --------------------------
                                                   2001          2000
                                               ------------  ------------
                                                      (unaudited)

Net cash used in operating
 activities                                    ($  177,233)  ($1,687,842)
                                                ----------    ----------
Net cash provided by (used in)
 investing activities                          (    12,015)    2,720,517
                                                ----------    ----------
Net cash used in financing
 activities                                    (   114,065)  (     5,511)
                                                ----------    ----------
Net increase (decrease)in cash and cash
 equivalents                                   (   303,313)    1,027,164

Cash and cash equivalents, beginning
 of period                                       3,196,179     1,180,472
                                                ----------    ----------
Cash and cash equivalents, end of
 period                                         $2,892,866    $2,207,636
                                                ==========    ==========

  The accompanying notes are an integral part of the condensed consolidated
financial statements.


             ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (unaudited)

1.  Summary of Significant Accounting Policies:

     The interim financial data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of
normal recurring adjustments necessary for a fair presentation of the results
of operations for the interim periods.  The financial statements included
herein have been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures included herein are adequate to make the information presented not
misleading.  The results of operations for the three months and nine months
ended September 30, 2001 are not necessarily indicative of the results of
operations expected for the year ending December 31, 2001.

    The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by
generally accepted accounting principles.  The organization and business of
the Company, accounting policies followed by the Company and other information
are contained in the notes to the Company's financial statements filed as part
of the Company's Form 10-KSB for the fiscal year ended December 31, 2000.
This quarterly report should be read in conjunction with the Form 10-KSB.

2.   Income Taxes:

    At September 30, 2001, the Company had net operating loss carryforwards of
approximately $3,030,000, which are available to reduce future taxable income.
Related deferred tax assets are fully reserved for.  These carryforwards
expire in 2006 to 2013.  Net operating loss carryforwards are related to the
operations of National Home Delivery, Inc. prior to the pooling of interest
and are subject to certain annual limitations.


           ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                 (unaudited)

3.  Net Income (Loss) Per Share Calculations:

     The following tables illustrate the calculations of basic income per
share and diluted income per share.

                                 Three months ended        Nine months ended
                                    September 30,            September 30,
                              ----------------------  ------------------------
                                  2001        2000        2001        2000
                               ----------  ----------  ----------  -----------
Income (Numerator):
 Net income (loss)            ($   57,862) $2,672,850 ($  438,008) $2,241,704
                               ==========  ==========  ==========  ===========
Shares (Denominator):

 Basic income (loss) per share:

 Actual weighted average
  shares outstanding **         4,593,714  4,681,605    4,621,837   4,614,750
                               ==========  ==========  ==========  ===========

 Basic income (loss) per share:
  Net income (loss) per share  ($     .01)$      .57   ($     .09) $      .49
                               ==========  ==========  ==========  ===========

 Diluted income (loss) per share:

 Actual weighted average
  shares outstanding **         4,593,714  4,681,605    4,621,837   4,614,750
 Shares upon conversion of
  warrants and options              *         35,395        *          48,273
                                ---------  ----------  ----------  -----------
 Adjusted shares outstanding    4,593,714  4,717,000    4,621,837   4,663,023
                               ==========  ==========  ==========  ===========

 Diluted income (loss) per share:
  Net income (loss) per share  ($     .01)$      .57   ($     .09) $      .48
                               ==========  ==========  ==========  ===========

* The incremental shares are not included in the computation as they are anti-
dilutive.
**Weighted average shares outstanding for 2000 have been restated to reflect
425,612 common shares issued as a stock dividend during 2000.


           ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                 (unaudited)

4.   Accumulated losses, through September 30, 1993, represent the losses and
capital of the Company during the period of time it was a subchapter S
corporation.  All subsequent losses of the combined entities are presented
under Accumulated losses, since October 1, 1993.

5.   Common Stock:

     During the nine months ended September 30, 2001, the Company repurchased
103,100 shares of its common stock for an aggregate amount of $114,065.

6.   Segment Information:

     The Company evaluates profitability and allocates assets and resources by
dividing its business into two operating segments by product areas:

     * Advertising and Marketing - includes sampling, newspaper advertising,
and online advertising;

     * Logistics Marketing - includes the delivery and marketing of telephone
directories, as well as, tracking, verification and transportation services.

     Management evaluates segment profitability by reviewing gross profits.
Substantially all of the Company's revenues are generated in the United
States.

     Segment analysis is provided in the tables below.

                                 Three months ended       Nine months ended
                                    September 30,            September 30,
                              ----------------------  ------------------------
                                 2001        2000        2001         2000
                              ----------  ----------  -----------  -----------
Revenues:
 Advertising and Marketing    $3,159,201  $3,913,206 $ 7,986,181  $12,209,726
 Logistics Marketing           1,363,827   2,454,330   4,299,079    4,928,325
                              ----------  ----------  ----------   ----------
Total Revenues                $4,523,028  $6,367,536 $12,285,260  $17,138,051
                              ==========  ==========  ==========  ===========
Gross Profits:
 Advertising and Marketing    $  501,947  $  839,529  $1,351,679  $ 2,693,843
 Logistics Marketing             509,085     716,656   1,368,062    1,600,428
                              ----------  ----------  ----------   ----------
Total Gross Profit             1,011,032   1,556,185   2,719,741    4,294,271

Selling, general &
 administrative expenses       1,133,961   1,735,272   3,299,942    4,902,882
Gain on sale of assets                     3,613,521                3,613,969
Other income, net                 25,035         231     105,072       20,894
                              ----------  ----------  ----------   ----------
Income(loss) before income
 taxes                       ($   97,894) $3,434,665 ($  475,129)  $3,026,252
                              ==========  ==========  ==========   ==========


           ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                 (unaudited)

6.   Segment Information, continued:

                                 Three months ended       Nine months ended
                                    September 30,            September 30,
                              ----------------------  ------------------------
                                 2001        2000        2001         2000
                              ----------  ----------  -----------  -----------
Gross Profit Percentages:
 Advertising and Marketing        15.9%       21.5%       16.9%        22.1%
 Logistics Marketing              37.3%       29.2%       31.8%        32.5%
                              ----------  ----------  ----------   ----------
Total Gross Profit                22.4%       24.4%       22.1%        25.1%
                              ==========  ========== ===========  ===========

7.    Recent Accounting Pronouncements

     In June 1998, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities"
which was subsequently amended by SFAS Nos. 137 and 138.  SFAS 133, as
amended, did not have a material impact on the Company's results of
operations, financial position or cash flows, and did not require the
recording of a transition adjustment upon adoption in January 2001.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets." Both of these Standards provide guidance on how companies
account for acquired businesses and related disclosure issues.

     Chief among the provisions of these standards are 1) elimination of the
"pooling of interest" method for transactions initiated after June 30, 2001,
2) elimination of amortization of goodwill and "indefinite-lived" intangible
assets effective for the Company on January 1, 2002, and 3) annual impairment
testing and potential loss recognition for goodwill and non-amortized
intangible assets, also effective for the Company on January 1, 2002.

     Regarding the elimination of goodwill and indefinite-lived intangible
amortization, this change will be made prospectively upon adoption of the new
standard as of January 1, 2002. Prior-period financial results will not be
restated. However, earnings information for prior periods will be disclosed,
exclusive of comparable amortization expense that is eliminated in post-2001
periods.

     Management is currently assessing the impact of these provisions.
However, management believes substantially all of the Company's total after-
tax amortization expense will be eliminated under these new guidelines.  The
impact of this standard on amortization expense is expected to be
approximately $150,000 annually.


           ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                 (unaudited)

7.    Recent Accounting Pronouncements, continued:

     In October 2001, the FASB issued SFAS No. 144 "Accounting for Impairment
or Disposal of Long-lived Assets." This Standard will generally be effective
for the company on a prospective basis, beginning January 1, 2002.

     SFAS No. 144 clarifies and revises existing guidance on accounting for
impairment of plant, property, and equipment, amortized intangibles, and other
long-lived assets not specifically addressed in other accounting literature.
Significant changes include 1) establishing criteria beyond those previously
specified in existing literature for determining when a long-lived asset is
held for sale, and 2) requiring that the depreciable life of a long-lived
asset to be abandoned is revised. These provisions could be expected to have
the general effect of reducing or delaying recognition of future impairment
losses on assets to be disposed, offset by higher depreciation during the
remaining holding period. However, management does not expect the adoption of
this Standard to have a significant impact on the Company's 2002 financial
results. SFAS No. 144 also broadens the presentation of discontinued
operations to include a component of an entity (rather than only a segment of
a business).


            ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES

         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview and Plan of Operation

     Alternate Marketing Networks is a single-source provider of marketing
services.  The Company serves the newspaper, consumer package goods,
telecommunications, automotive, tourism and e-commerce industries with both
short-term and long-term contracts.  The Company offers comprehensive services
in two primary areas: Advertising and Marketing, and Logistics Marketing.

     * Advertising and Marketing Group.  This product group consists of U.S.
Suburban Press ("USSPI") and ilikesamples.com.  Services provided by this
group include suburban newspaper advertising, Hispanic newspaper advertising,
and deliveries of product samples to targeted consumers via the Internet.

     * Logistics Marketing Group.  This product group consists of Alternate
Postal Direct and Total Logistics.  Services include the delivery of telephone
directories for regional and national companies, as well as tracking,
verification and transportation of other goods.

Results of Operations - Quarter

     Net sales:  During the quarter ended September 30, 2001, sales were down
approximately 29% from the same period the preceding year, due to the
September 2000 sale of the Company's in-home sampling division.  In-home
sampling revenues for the 2000 quarter were approximately $2 million and were
included in the advertising and marketing group.  Other sales in the
advertising and marketing group increased by approximately $1.2 million over
the previous year as sales in the advertising industry have improved over the
softness experienced during the first six months of 2001.  Sales in the
logistics marketing group were down approximately $1.1 million over the
previous year due to softness in transportation revenues and the timing of
directory delivery revenues.

     Gross margin:  The gross profit for the current year's quarter was down
slightly from the same period the previous year (22.4% for 2001 and 24.4% for
2000).  The mix of revenues will cause the gross profit to fluctuate based on
gross profit levels of individual product lines.  The gross margins generally
range from 15% to 40% for various product lines.  In addition, the quarter
ending September 30, 2000, had gross profits of 29.1% for sales from in-home
sampling revenues which increased the overall 2000 gross margin.  Gross
margins in the logistics marketing group increased as the Company was able to
cut costs due to an increase in the available labor market used to deliver
telephone directories.

     Selling, general and administrative expenses:  During the quarter ending
September 30, 2001, selling, general and administrative expenses decreased
approximately 35% over the same period last year.  This was primarily due to
the reduction in the number of employees and related expenses associated with
the Company's in-home sampling division which was sold in September 2000.  In
addition, the Company continues to closely monitor overhead items and search
for potential reductions in fixed overhead.  The Company has a variable
overhead component relating to the delivery of telephone directories which
causes fluctuations in overhead from quarter to quarter as sales from this
product line increase or decrease.

     Gain on sale of assets: In September 2000, the Company recognized a pre-
tax gain on the sale of assets of the offline sampling division of
approximately $3.6 million.

     Other income:  Interest income for the three months ended September 30,
2001 and 2000 was $25,035 and $9,314, respectively.  The increase is due to
the cash proceeds received from the sale of the in-home sampling division.

Results of Operations - Nine Months

         Net sales: Net sales decreased approximately 28%, or $4.9 million,
for the nine months ending September 30, 2001 as compared to last year.  This
was primarily due to the September 2000 sale of the Company's in-home sampling
division.  This area of business generated approximately $4.6 million in sales
for this period in the previous year as part of the advertising and marketing
group.

     Gross margin: For the nine month period ending September 30, 2001, the
gross margin decreased by 3%, from 25.1% in the previous year to 22.1% in the
current year.  The fluctuation in gross profit was a result of a change in the
mix of revenues from individual product lines, whose gross margins generally
range from 15% to 40%. The gross margin from the advertising and marketing
group decreased from 22.1% in 2000 to 16.9% in 2001.  This decrease is due to
the sale of the in-home sampling division that generated higher margins than
the USSPI business.  A soft advertising environment in the first half of 2001
also led to the lower margins.  While the advertising and marketing group was
able to increase revenues to make up for the lower levels of the first six
months, the margins were lower than the previous year due to the current
competitive nature of the industry.

     Selling, general and administrative expenses: These expenses decreased
approximately 33% over the previous year.  This was primarily due to the
reduction in employee headcount and related expenses associated with the in-
home sampling division that was sold in 2000.  The Company continues to
closely monitor overhead items and search for potential additional reductions
in fixed overhead, as well as evaluate the most efficient use of its variable
overhead items associated with the delivery of telephone directories.

     Gain on sale of assets: In September 2000, the Company recognized a pre-
tax gain on the sale of assets of the offline sampling division of
approximately $3.6 million.

     Other income:  Interest income for the nine months ended September 30,
2001 and 2000 was $105,072 and $29,977, respectively.  The increase is due to
the cash proceeds received from the sale of the in-home sampling division.

     Income taxes: Income tax expense currently reflects payments to various
state tax agencies as well as the overpayment expected from the previous
year's federal return.

Liquidity and Capital Resources

     During the first nine months of 2001, the Company had a decrease in cash
of $303,313.  During the same period of 2000, the Company had an increase in
cash of $1,027,164.

     Cash used in operating activities was the largest use of cash for the
current year nine month period.  The net loss of $438,008 was partially offset
by working capital fluctuations.  Operating activities also included noncash
adjustments for depreciation and amortization expense of $37,463 and $134,496,
respectively.  In 2000, operating activities included noncash adjustments for
depreciation and amortization expense of $69,179 and $153,234, respectively.

     Cash used for additions to property, equipment and software for the nine
months ended September 30, 2001 and 2000 was approximately $12,000 and
$223,000, respectively.  In addition, during the 2001 period the Company used
cash to repurchase 103,100 shares of its common stock for $114,065.  During
the 2000 period, the Company used $960,058 for business acquisitions.

     The Company's credit line was not renewed due to the future costs
associated with having the line of credit in place.  The Company has not
utilized its line of credit over the past 12 months due to the cash available
on the Company's balance sheet.  The Company believes that its current cash
balance will be sufficient to fund its current operating plans as well as meet
its anticipated capital requirements for the foreseeable future.

Outlook for the Future

     While management believes the slow down in the national advertising
markets has negatively affected its year-to-date results, third quarter
revenues showed improvements due to incremental contracts in new categories
for the Advertising and Marketing group.  Management expects this revenue
improvement to continue.

     The Company plans to focus on improving margins in the fourth quarter and
to continue evaluating various strategic options.

Business combinations

     In July 2001, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets." Both of these Standards provide guidance on how companies
account for acquired businesses and related disclosure issues.

     Chief among the provisions of these standards are 1) elimination of the
"pooling of interest" method for transactions initiated after June 30, 2001,
2) elimination of amortization of goodwill and "indefinite-lived" intangible
assets effective for the Company on January 1, 2002, and 3) annual impairment
testing and potential loss recognition for goodwill and non-amortized
intangible assets, also effective for the Company on January 1, 2002.

     Regarding the elimination of goodwill and indefinite-lived intangible
amortization, this change will be made prospectively upon adoption of the new
standard as of January 1, 2002. Prior-period financial results will not be
restated. However, earnings information for prior periods will be disclosed,
exclusive of comparable amortization expense that is eliminated in post-2001
periods.

     Management is currently assessing the impact of these provisions.
However, management believes substantially all of the Company's total after-
tax amortization expense will be eliminated under these new guidelines. Based
on acquisitions completed to date, management expects total after-tax
amortization expense in 2002 (before impact of the new Standards) of
approximately $150,000.

Accounting for long-lived assets

     In October 2001, the FASB issued SFAS No. 144 "Accounting for Impairment
or Disposal of Long-lived Assets." This Standard will generally be effective
for the company on a prospective basis, beginning January 1, 2002.

     SFAS No. 144 clarifies and revises existing guidance on accounting for
impairment of plant, property, and equipment, amortized intangibles, and other
long-lived assets not specifically addressed in other accounting literature.
Significant changes include 1) establishing criteria beyond those previously
specified in existing literature for determining when a long-lived asset is
held for sale, and 2) requiring that the depreciable life of a long-lived
asset to be abandoned is revised. These provisions could be expected to have
the general effect of reducing or delaying recognition of future impairment
losses on assets to be disposed, offset by higher depreciation during the
remaining holding period. However, management does not expect the adoption of
this Standard to have a significant impact on the Company's 2002 financial
results. SFAS No. 144 also broadens the presentation of discontinued
operations to include a component of an entity (rather than only a segment of
a business).

Forward-looking Statements

     Except for historical information contained herein, the matters set forth
in this management's discussion and analysis are forward-looking statements
based on current expectations.  Actual results may differ materially.  These
forward-looking statements involve a number of risks and uncertainties
including, but not limited to, competition, the timing of receipt of orders,
the effectiveness of marketing programs, and the Company's success in
developing and capitalizing on strategic alliances.


PART II.    Other Information:

Item 6.     Exhibits and Reports on Form 8-K.

During the period of this report, there were no filings on Form 8-K.


                                   SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        ALTERNATE MARKETING NETWORKS, INC.


Date: November 13, 2001                 By: /s/Phillip D. Miller
                                            Phillip D. Miller
                                            Chief Executive Officer
                                        By: /s/Sandra J. Smith
                                            Sandra J. Smith
                                            Chief Financial Officer