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

                           Form 10-KSB


(Mark One)

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

      For the fiscal year ended:  December 31, 2000

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

      For the transition period from ___________ to ___________

                    Commission file number:  0-26624
  Alternate Marketing Networks, Inc.(formerly Alternate Postal Delivery, Inc.)
______________________________________________________________________________
               (Name of small business issuer in its charter)

       Michigan                             38-2841197
______________________________________________________________________________
(State or other jurisdiction of           (I.R.S. Employer incorporation or
     organization)                            Identification No.)

     One Ionia S.W., Suite 520, Grand Rapids, Michigan           49503
______________________________________________________________________________
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number  (616) 235-0698

Securities registered under Section 12(g) of the Exchange Act:  Common Stock,
no par value.

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 is not 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. [X]

State issuer's revenues for its most recent fiscal year:  $21,838,653

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:  $2,042,901, based on 1,594,148 shares held by non-affiliates as of
March 5, 2001, and the average of the closing bid and asked prices for said
shares in the Nasdaq SmallCap Market as of such date.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 4,664,505 shares of Common
Stock, as of March 5, 2001.


                     DOCUMENTS INCORPORATED BY REFERENCE

The Company's definitive proxy materials to be filed on or before April 30,
2001 are incorporated by reference in Part III of this Form 10-KSB.  In
addition certain exhibits identified in Part III, Item 12 are incorporated by
reference to said exhibits as filed with (i) Form SB-2 Registration Statement
(Commission File No. 33-95332C), (ii) Report on Form 10-KSB for the fiscal
year ended December 31, 1995, (iii) Reports on Form 8-K (dated April 11, 1996)
and Form 8-K/A (dated April 4, 1996), (iv) Report on Form 10-KSB for the
fiscal year ended December 31, 1998, (v) Report on form 10-QSB for the
quarterly period ended September 30, 1999, and (vi) Report on 8-K (dated
February 17, 2000).





































                              TABLE OF CONTENTS

                                                                          Page

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

Item 1.  Description of Business . . . . . . . . . . . . . . . . . . . . .  4

Item 2.  Description of Property . . . . . . . . . . . . . . . . . . . . .  6

Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .  6

Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . .  6

PART II  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

Item 5.  Market for the Common Equity and Related Stockholder Matters
         Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . .  7

Item 6.  Management's Discussion and Analysis  . . . . . . . . . . . . . .  7

Item 7.  Financial Statements  . . . . . . . . . . . . . . . . . . . . . . 13

Item 8.  Changes in and Disagreement with Accountants on Accounting and
         Financial Disclosure  . . . . . . . . . . . . . . . . . . . . . . 32

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act . . . . . . . . 32

Item 10. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . 32

Item 11. Security Ownership of Certain Beneficial Owners and Management. . 32

Item 12. Certain Relationships and Related Transactions  . . . . . . . . . 32

Item 13. Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . 32
         Reports on Form 8-K   . . . . . . . . . . . . . . . . . . . . . . 32

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34














                                   PART I

Item 1.  DESCRIPTION OF BUSINESS

OVERVIEW

    Alternate Marketing Networks ("Alternate Marketing," "AMN," or the
"Company") is a provider of highly targeted marketing services.  Alternate
Marketing acts as a single-source provider of advertising, marketing and
logistics services for national advertisers and publishers throughout the
United States.  AMN's diverse range of marketing services allows clients to
reach their desired audience in ways that maximize the targeting potential of
the media they employ.  Currently, the Company provides comprehensive
marketing solutions across multiple media platforms to more than 100 clients,
primarily in the travel, automotive, e-commerce, telecommunications,
pharmaceutical and packaged-goods industries.  These clients rely on AMN as a
single-source provider of direct marketing services that can deliver targeted
sales and marketing materials to specific consumer audiences.  Many of the
Company's clients are long-term, repeat users of its services.

DESCRIPTION OF OPERATIONS

     Alternate Marketing consists of two major product groups: Advertising and
Marketing Group, and Logistics Marketing Group.

Advertising and Marketing Group:

    This group, consisting of U.S. Suburban Press ("USSPI"), AdPressMedia.com
and ilikesamples.com, provides targeted marketing and advertising solutions
for national advertisers such as General Motors, Verizon and others.

     Building on more than 20 years of experience, USSPI utilizes its
targeting systems to select markets and publications from its network of more
than 1,000 major market suburban newspapers that will most effectively reach
the advertiser's target audience.  USSPI's combination of targeting capability
and national scale creates substantial value for large marketers seeking to
maintain their brands in an environment of escalating media costs and
declining reach and effectiveness.

     USSPI's high client retention and long-term value are based on its
history of developing and employing information technology solutions that
enhance its ability to execute and track complex programs.  These programs
involve hundreds of media outlets, most with multiple production parameters,
rates and deadlines. USSPI's "one bill, one rate" value proposition is based
on leveraging its technology infrastructure to minimize execution errors and
deliver outstanding service to marketers placing ROP and preprinted inserts
into hundreds of local market publications.  Each of these high-involvement
local publications has very attractive readership and high-value demographics;
without the affiliation with USSPI, not one of them individually would have
sufficient scale to be a viable option for national brands.

     The Company's online properties, AdPressMedia.com and ilikesamples.com,
leverage the value and impact of USSPI's network-based programs.
AdPressMedia.com is a proprietary ad-serving system that was developed to
sell, track and serve online advertising messages for USSPI's national
advertisers.  AdPressMedia.com's target audience is the suburban 30 to 55 year
old, thus complementing USSPI's newspaper audience.  ilikesamples.com, an
online consumer sampling solution, allows marketers to reach prime prospects
with targeted consumer good samples and other free offers.  While these
electronic marketing systems are in the early stages of development, the
Company believes that these targeted online specialty media applications bring
substantial added value to USSPI's broad reach newspaper-based network.

     In 2000, the Advertising and Marketing group assisted more than 85
clients, producing revenues of approximately $10.5 million, 60% of AMN's
total.

Logistics Marketing Group:

     This group, consisting of AMN's Alternate Postal Direct and Total
Logistics businesses, provides telephone directory delivery services to
regional and national telephone directory companies as well as tracking,
verification and transportation services.  Contracts for revenues in the
Logistics Marketing Group tend to be longer-term and highly predictable as
compared to revenues of the Advertising and Marketing Group.  The primary
client base consists of major telephone companies such as Verizon.  In 2000,
this group produced revenues of approximately $6.8 million, 40% of AMN's
total.

PRINCIPAL CUSTOMERS

     During the year ended December 31, 2000, the Company had one customer who
accounted for approximately 11% of the Company's revenues for the year.
During the year ended December 31, 1999, the Company had one customer who
accounted for approximately 21% of the Company's revenues for the year.

STRATEGIC ALLIANCES AND ACQUISITIONS AND DISPOSITIONS

    In February 2000, the Company acquired certain assets and operations of
Total Logistics, Inc., a logistics planning and transportation brokering
company, for a purchase price of approximately $900,000, consisting of
$800,000 cash and 40,816 shares of the Company's common stock.  The purchase
agreement provides for contingent additional consideration of a maximum of
$900,000 cash if certain profit levels are achieved during the three years
following closing. This acquisition expands the Company's product offerings
through the introduction of a new Internet tracking system.  The new tracking
service, itrackfreight.com, allows customers to track the movement of their
products across the nation to insure high quality and timely service.

     In May 2000, the Company acquired certain assets and operations of
AdTrackMedia.com (now known as AdPressMedia.com) from GoldenGoose Software,
Inc., an online advertising, marketing and ad-serving software company, for a
purchase price of approximately $356,956, consisting of $100,000 cash and
133,000 shares of the Company's common stock.  The purchase agreement provides
for contingent additional consideration of up to 167,000 shares of the
Company's common stock if certain financial performance goals are achieved and
if certain stock price goals are achieved.  In addition, GoldenGoose Software,
Inc, received stock options to purchase 30,000 shares of the Company's Common
Stock at an exercise price of $2.045 per share.

     In September 2000, the Company sold certain assets, liabilities, and
operations of its offline sampling division to Valassis Private Delivery, Inc.
for a price of $4,000,000 cash.

    The Company continues to search for opportunities for business
acquisitions, dispositions and alliances which will enhance its core product
offerings and increase shareholder value.

COMPETITION

    The Company's primary competitor for suburban newspaper advertisements is
Landon and Associates.  Its primary competitor for direct delivery of
telephone directories is Product Development Corporation.  The primary
competitors for online sampling include freesamples.com and startsampling.com.
The primary competitors for transportation logistics include freightnet.com,
bulknet.com and htfn.com.

EMPLOYEES

     As of December 31, 2000, the Company had 36 full-time employees,
including 8 in sales and sales support, 17 in operations, 1 in computer
systems, and 10 in general and administrative support.  In addition, as of
December 31, 2000, the Company had approximately 25 part-time employees in
operations, which number varies from month to month.  The Company does not
foresee any material changes to the current number of employees.

SERVICE MARKS, TRADEMARKS, AND PATENTS

     The Company's Alternate Postal Direct mark has been registered with the
U.S. Patent and Trademark Office.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company currently leases its principal executive offices in Grand
Rapids, Michigan at a monthly base rent of approximately $1,100, pursuant to a
lease which expires in August 2001.  In addition, one of the Company's wholly-
owned subsidiaries, Alternate Postal Direct, Inc., rents warehouse space in
Minneapolis, Minnesota on a month to month basis at a monthly rent of $1,350;
warehouse and office space in St.Petersburg, Florida at a monthly base rent of
$3,406, pursuant to a lease which expires December 2001; warehouse space in
Boston, Massachusetts on a month to month basis at a monthly rent of $1,750;
warehouse space in Boston, Massachusetts pursuant to a lease which expires in
September 2001 at a monthly rent of $1,250; and office space in Grand Rapids,
Michigan on a month to month basis for $710 per month.  Another wholly-owned
subsidiary, National Home Delivery, Inc. (d/b/a USSPI) rents a sales office in
Schaumburg, Illinois, at an aggregate monthly rent of $4,922, pursuant to a
lease which expires in December 2002, and, office space in New York City, New
York on a month to month basis, at a monthly base rent at $1,650.  The Company
does not deem any of these leases to be material, since all of these
facilities could be replaced with substantially equivalent facilities at
similar cost without great difficulty.

ITEM 3.  LEGAL PROCEEDINGS

     None

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     None.



                                    PART II

ITEM 5.  MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The following table sets forth the quarterly high and low bid prices for
the Company's Common Stock (which is its only class of security outstanding),
as reported in the Nasdaq SmallCap Market, for the last two years.  The
Company's Common Stock is traded under the symbol "ALTM."
<TABLE>
                                                          Bid Price
                                                       Low        High
         Year ended December 31, 2000:
                                                      <C>       <C>
         First quarter . . . . . . . . . . . . . . .  2         3 5/16
         Second quarter  . . . . . . . . . . . . . .  0 7/8     3 1/2
         Third quarter   . . . . . . . . . . . . . .  1 5/16    2 1/4
         Fourth quarter  . . . . . . . . . . . . . .  0 1/4     2 1/2

         Year ended December 31, 1999:
         First quarter . . . . . . . . . . . . . . .  0 25/32   1 3/8
         Second quarter  . . . . . . . . . . . . . .  1         1 1/4
         Third quarter . . . . . . . . . . . . . . .  1         2 15/16
         Fourth quarter  . . . . . . . . . . . . . .  1         2 1/2
</TABLE>
     As of March 5, 2001, the Company's Common Stock was held of record by 50
holders.  Registered ownership includes nominees who may hold securities on
behalf of multiple beneficial owners.  The Company estimates that the number
of beneficial owners as of March 5, 2001 is approximately 531.

DIVIDEND POLICY

     The Company has never paid cash dividends on its Common Stock.  The
Company currently intends to retain any earnings for use in its operations and
does not anticipate paying cash dividends in the foreseeable future.  Future
dividend policy will be determined by the Company's Board of Directors based
upon the Company's earnings, if any, its capital needs and other relevant
factors.

ISSUANCE OF UNREGISTERED SECURITIES

     As reported in the Company's Form 10-QSB report for the quarter ended
March 31, 2000, on February 18, 2000, the Company issued 40,816 shares of its
common stock to Total Logistics, Inc. as part of an asset acquisition.

     As reported in the Company's Form 10-QSB report for the quarter ended
June 30, 2000, on May 3, 2000, the Company issued 133,000 shares of its common
stock to Golden Goose Software, Inc. as part of an asset acquisition.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THE YEAR IN REVIEW

     The Company's business changed during 2000 as a result of two
acquisitions and one divestiture made during the year.

     During the first half of 2000, the Company acquired the assets of a
logistics business to enhance profitability and build a more predictable
revenue stream.  Also, during the first half of the year, the Company acquired
the assets of an online advertising business to enhance future offerings to
its existing client base.

     During the second half of 2000, the Company sold its offline sampling
business.  The divestiture was undertaken primarily due to significantly lower
than expected revenues from this segment during the first half of 2000 and the
Company's expectation of an increasingly competitive environment that would
continue to adversely effect margins.  Subsequent to the sale, the Company
reorganized its operations which included integration of its remaining
employees into the two remaining product groups and evaluation of overhead.

     The Company ended the year as a targeted marketing solution's company
with a focus on building of its core strengths in both online and print media
marketing and developing new marketing solutions.

RESULTS OF OPERATIONS

     Results of operations for the years ended December 31, 2000 and 1999 are
as follows:
<TABLE>
                                               2000          1999
                                              ------        ------
                                           <C>           <C>
     Net sales . . . . . . . . . . . . . . $21,838,653   $28,576,334
     Cost of sales . . . . . . . . . . . .  16,594,126    21,707,261
                                           -----------   -----------
     Gross profit. . . . . . . . . . . . .   5,244,527     6,869,073
                                           -----------   -----------
     Selling, general and
      administrative expenses. . . . . . .   6,151,187     5,860,692
     Gain on sale of assets. . . . . . . .   3,613,969
                                           -----------   -----------
     Operating income . . . . . . . . . .    2,707,309     1,008,381
                                           -----------   -----------
     Net income . . . . . . . . . . . . .   $2,281,991   $ 1,047,771
                                           ===========   ===========
     Income per share:
        Basic  . . . . . . . . . . . . . .       $0.49         $0.24
                                           ===========   ===========
        Diluted. . . . . . . . . . . . . .       $0.49         $0.24
                                           ===========   ===========
     Weighted average number of shares
      outstanding:
        Basic . . . . . . . . . . . . . . .  4,633,072     4,335,774
        Diluted . . . . . . . . . . . . . .  4,648,086     4,360,198
</TABLE>
      The following table sets forth selected consolidated earnings data of
the Company expressed as a percentage of sales for the years ended December
31, 2000 and 1999:
<TABLE>
                                               2000          1999
                                             --------      --------
                                              <C>           <C>
     Net sales . . . . . . . . . . . . . .    100.0 %       100.0 %
     Gross profit. . . . . . . . . . . . .     24.0 %        24.0 %
     Operating expenses. . . . . . . . . .     28.2 %        20.5 %
     Operating income . . . . . . . . . . .    12.4 %         3.5 %
     Net income . . . . . . . . . . . . . .    10.4 %         3.7 %
                                             ========      ========
</TABLE>
     Net sales: The net sales decrease for 2000 as compared to 1999 was
primarily due to the sale of the Company's offline sampling division. This
revenue stream fluctuated from quarter to quarter and year to year, and
management determined that it was best to sell this operation and focus its
resources elsewhere.  Sales from this area were down $8.5 million from the
1999 level.  Sales from the Company's current year acquisitions totaled $2.3
million.

     Gross profit: The gross profit percentage was approximately the same in
2000 and in 1999 due to consistency in the mix of revenues.  However, the 2000
gross profit from the delivery of telephone directories was down 3.7% from the
1999 level as the Company developed new markets and incurred difficulty with
the hiring of delivery personnel due to low unemployment levels.

     Selling, general and administrative expenses: These expenses increased in
2000 primarily due to the variable overhead associated with increasing
revenues in the telephone directory delivery area.

     Gain on the sale of assets: The Company recognized a pretax gain of $3.6
million from the sale of the assets and operations of its offline sampling
division to Valassis Private Delivery, Inc. in September 2000.

     Other income: Other income consists of interest income and interest
expense.  Interest income and interest expense for the year ended December 31,
2000 were $80,678 and $9,083, respectively.  Interest income and interest
expense in 1999 were $67,616 and $26,822, respectively.  Net interest income
is higher due to proceeds from the sale of the offline sampling division.

     Income taxes: During 2000, the Company made provisions for federal income
taxes totaling $483,922 and for state income taxes totaling $12,991.  For
1999, the Company paid no federal income taxes as it was able to utilize its
net operating loss carryforwards.  During 1999, the Company paid $1,404 in
state income taxes.  The utilization of net operating loss carryforwards in
2000 were subject to certain IRS limitations.

FOURTH QUARTER RESULTS:

     The results of the fourth quarter of 2000 as compared to the same period
in 1999 is summarized as follows:
<TABLE>
                                           Quarter ending December 31,
                                               2000          1999
                                              ------        ------
                                           <C>           <C>
     Net sales . . . . . . . . . . . . . . $ 4,700,602   $ 7,690,412
     Cost of sales . . . . . . . . . . . .   3,750,346     5,786,143
                                           -----------   -----------
     Gross profit. . . . . . . . . . . . .     950,256     1,904,269
     Selling, general and
      administrative expenses. . . . . . .   1,248,305     1,718,761
                                           -----------   -----------
     Operating income . . . . . . . . . .  (   298,409)      185,508
                                           -----------   -----------
     Net income . . . . . . . . . . . . .  $    40,287   $   220,516
                                           ===========   ===========
     Income per share:
        Basic  . . . . . . . . . . . . . .       $0.01         $0.05
                                           ===========   ===========
        Diluted. . . . . . . . . . . . . .       $0.01         $0.05
                                           ===========   ===========

     Weighted average number of shares
      outstanding:
        Basic . . . . . . . . . . . . . . .  4,687,638     4,525,404
        Diluted . . . . . . . . . . . . . .  4,695,947     4,567,261
</TABLE>
     Net sales: The decrease in revenue for the fourth quarter of 2000 as
compared to the fourth quarter of 1999 is primarily due to the sale of the
Company's offline sampling division.  Sales from this area in 1999 totaled
$2.5 million.

     Selling, general, and administrative expenses: These expenses decreased
in the fourth quarter of 2000 as compared to the fourth quarter of 1999 due to
sale of the Company's offline sampling division.  Approximately 10 employees
left the Company and accepted employment with the purchaser, Valassis Private
Delivery, Inc. upon the closing of the sale.  Travel and entertainment
expenses, advertising, and certain facility expenses also decreased due to the
sale.

     Other income: Interest income for the fourth quarter of 2000 was $50,701.
Interest income for the fourth quarter of 1999 was $34,523.  There was no
interest expense in either period.

     Income taxes: The effective income tax rate in the fourth quarter of 2000
was affected by the quarterly allocation of net operating loss carryforwards
and changes in certain deferred tax assets, which had been previously fully
reserved.

INFLATION

     The Company believes that inflation has not had a material impact on its
operations or liquidity to date.

SEASONALITY AND OTHER BUSINESS FLUCTUATIONS

     Although the Company experiences some seasonality in operations
corresponding with holiday advertising, such variations are not material to
overall results of operations.

     The events from the national economy that impact the Company include
employment levels, postal regulations, and newsprint and coated-paper price
increases.  An increase in employment levels affects, to some degree, the
available pool of contract carriers that make the deliveries for the Company's
distribution network.  This usually increases the cost of recruitment for the
private delivery and newspaper networks, including the Alternate Postal
Direct, Inc. subsidiary, and may contribute subtle pressure on negotiated
delivery costs.

LIQUIDITY AND CAPITAL RESOURCES

     During 2000 the Company funded its operations with cash from operating
activities, including the sale of its offline sampling operation, as well as
its bank line of credit.  Acquisitions were funded through available
borrowings and the issuance of stock.  The Company  has a $2.5 million bank
line of credit at one-half percent over the bank's prime rate.  Available
borrowings are based upon a percentage of eligible accounts receivable.  The
Company expects to renew the line of credit under the same terms when it
expires on June 30, 2001.  Cash and equivalents increased by $2,015,707 to
$3,196,179 at December 31, 2000.

SUMMARY OF CASH FLOWS

     Cash flows from operating activities.  Cash provided from (used in)
operating activities was ($656,380) in 2000, compared to $1,831,658 in 1999.
This change was largely attributable to the net income from 2000 consisting of
the gain on the sale of the offline sampling operation as compared to the 1999
profits which consisted on income from ongoing operations.

     Cash flows from investing activities.  Cash provided from investing
activities in 2000 was $2,669,798.  This consisted of net proceeds of $3.9
million from the sale of the offline sampling operation and $960,058 cash paid
in the two acquisitions.  This compared to a net usage of cash in 1999 of
$124,605.  In addition, the Company paid for the purchase of property and
equipment and the development of software in the amount of $277,443 and
$140,167 for 2000 and 1999, respectively.

     Cash flows from financing activities.  The Company increased cash in 2000
by $2,289 as a result of financing activities, compared to cash used in
financing activities in 1999 in the amount of $749,171.  During 1999, the
Company received $1,050,000 in cash from the issuance of 350,000 shares of
Common Stock.  The primary use of funds in 1999 was to pay off the line of
credit agreement with the bank.  During 2000, the Company borrowed on its line
of credit to fund its operating activities and had a high balance of
$1,200,000 during the year.  There was no balance outstanding at the end of
2000.

     The Company believes that cash flows from operations, along with its bank
line of credit, will be adequate to fund its operations and meet its presently
anticipated capital expenditure requirements for the foreseeable future.

NEW ACCOUNTING PRONOUNCEMENTS

     In June of 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities".  This statement established
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, (collectively
referred to as derivatives) and for hedging activities.  It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This statement was effective for fiscal years beginning after June 15, 1999.
The Company adopted SFAS No. 133, as amended by SFAS No. 137 and 138,
effective January 1, 2001.  The adoption of SFAS No. 133 did not have a
significant impact on the Company's financial results.




OUTLOOK FOR THE FUTURE

     The Company expects selling, general and administrative expenses to be
reduced significantly, and revenues to be reduced moderately in 2001 as
compared to 2000 due to the sale of the operations of the offline sampling
division.  The Company believes that reorganization of its business into two
groups (the Advertising and Marketing Group and the Logistics Marketing Group)
will provide efficiencies in management decision making and in controlling
overhead.

     The Company is continuing to explore all options and opportunities to
maximize shareholder value and has recently engaged the services of a media-
focused investment banker, Veronis, Suhler & Associates, LLC, to assist in
this process.

FORWARD-LOOKING STATEMENTS

     Except for historical information contained herein, the matters set forth
in this report are forward-looking statements based on current expectations.
These forward-looking statements involve a number of risks and uncertainties
including, but not limited to competition; timing of receipt and fulfillment
of customer orders; the results of marketing efforts; the expense and time
required to complete research and marketing efforts; and the integration of
acquired businesses.


































ITEM 7.  CONSOLIDATED FINANCIAL STATEMENTS
                                                            Page
      Report of Independent Accountants                     14
      Consolidated Balance Sheets                           15-16
      Consolidated Statements of Income                     17
      Consolidated Statements of Changes in
          Shareholders' Equity                              18
      Consolidated Statements of Cash Flows                 19-20
      Notes to Consolidated Financial Statements            21-31
















































                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Shareholders of
Alternate Marketing Networks, Inc.
and Subsidiaries

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, shareholders' equity and cash flows present
fairly, in all material respects, the financial position of Alternate
Marketing Networks, Inc. and Subsidiaries at December 31, 2000 and 1999, and
the results of their operations and their cash flows for the years then ended
in conformity with accounting principles generally accepted in the United
States of America.  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 of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

Grand Rapids, Michigan
March 16, 2001



























                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
                           December 31, 2000 and 1999


                                   ASSETS

                                                   2000            1999
                                               ------------    ------------
Current assets:
                                               <C>             <C>
  Cash and cash equivalents                    $ 3,196,179     $ 1,180,472
  Accounts receivable, trade, less
   allowance of $100,000 and $300,000
   in 2000 and 1999, respectively                3,763,937       4,479,290
  Prepaid expenses and other assets                155,655         584,038
  Refundable federal income tax                     83,000
                                               ------------    ------------
          Total current assets                   7,198,771       6,243,800

Note receivable                                                     13,974

Property and equipment:
  Computer equipment                               262,371         418,225
  Furniture and fixtures                           146,869         376,993
                                               ------------    ------------
                                                   409,240         795,218
  Accumulated depreciation and
   amortization                               (    295,368)    (   587,141)
                                               ------------    ------------
                                                   113,872         208,077

Computer software, net                              73,220         150,300

Intangible assets, net                           2,154,512         971,446
                                               ------------    ------------
                                               $ 9,540,375     $ 7,587,597
                                               ============    ============
</TABLE>











                                 Continued






              ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS, CONTINUED

                           December 31, 2000 and 1999
<TABLE>

                                   LIABILITIES

                                                   2000            1999
                                               ------------    ------------
Current liabilities:
                                                <C>            <C>
     Accounts payable                           $ 1,258,353    $ 1,366,347
     Accrued liabilities                            150,449        545,383
     Deferred revenue                                73,301        264,342
                                               ------------    ------------
          Total current liabilities               1,482,103      2,176,072


Commitments and contingencies

                              SHAREHOLDERS' EQUITY

Preferred stock-no par value, 2,000,000
 authorized, no shares issued and outstanding
Common stock-no par value, voting, 12,000,000
 authorized shares; 4,689,105 and 4,082,177
 shares issued and outstanding in 2000 and 1999,
 respectively                                    11,822,347     10,393,561
Accumulated losses, through
 September 30, 1993 (Note A)                   (  1,291,039)  (  1,291,039)
                                               ------------    ------------
          Total common stock                     10,531,308      9,102,522

Accumulated losses, since
 October 1, 1993 (Note A)                      (  2,473,036)  (  3,690,997)
                                               ------------    ------------
          Total shareholders' equity              8,058,272      5,411,525
                                               ------------    ------------
                                                $ 9,540,375    $ 7,587,597
                                               ============    ============
</TABLE>




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










              ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME

               for the years ended December 31, 2000 and 1999
<TABLE>

                                                 2000             1999
                                             -----------      -----------
                                             <C>              <C>
Net sales                                    $21,838,653      $28,576,334
Cost of sales                                 16,594,126       21,707,261
                                             -----------      -----------
     Gross profit                              5,244,527        6,869,073

Selling, general and
 administrative expenses                       6,151,187        5,860,692
Gain on sale of assets (Note C)                3,613,969
                                             -----------      -----------
     Income from operations                    2,707,309        1,008,381

Other income, net                                 71,595           40,794
                                             -----------      -----------
Income before income taxes                     2,778,904        1,049,175

Income tax expense                               496,913            1,404
                                             -----------      -----------
Net income                                   $ 2,281,991      $ 1,047,771
                                             ===========      ===========

Net income per share:
  Basic:
   Net income                                $       .49      $       .24
                                             ===========      ===========
  Diluted:
   Net income                                $       .49      $       .24
                                             ===========      ===========
Weighted average number of shares
  outstanding:
  Basic                                        4,633,072        4,335,774
                                             ===========      ===========
  Diluted                                      4,648,086        4,360,198
                                             ===========      ===========
</TABLE>



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










            ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                 for the years ended December 31, 2000 and 1999
<TABLE>

                                              Accumulated        Accumulated      Total
                        Common Stock        Losses, through     Losses, since  Shareholders'
                     Shares      Amount    September 30, 1993  October 1, 1993    Equity
                    --------- -----------  ------------------  --------------- -------------

Balances,
                    <C>        <C>             <C>               <C>             <C>
 January 1, 1999    3,873,227  $9,554,454      ($1,291,039)      ($4,738,768)    $3,524,647

Repurchase of
 Common Stock      (  146,050) (  226,449)                                       (  226,449)

Warrants issued
 to non-employees                  10,000                                            10,000

Common Stock
 options exercised      5,000       5,556                                             5,556

Common Stock
 issued               350,000   1,050,000                                         1,050,000

Net income                                                         1,047,771      1,047,771
                  -----------  -----------     ------------      ------------   ------------
Balances,
 December 31, 1999  4,082,177  $10,393,561     ($1,291,039)      ($3,690,997)    $5,411,525

Common Stock
 options exercised      7,500        7,800                                            7,800

Common Stock
 issued as dividend   425,612    1,064,030                       ( 1,064,030)        ---

Common Stock
 issued               173,816      356,956                                          356,956

Net income                                                         2,281,991      2,281,991
                   -----------  -----------    ------------      ------------   ------------
Balances,
 December 31, 2000  4,689,105   $11,822,347    ($1,291,039)      ($2,473,036)    $8,058,272
                   ===========  ===========    ============      ============   ============
</TABLE>
















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




                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 for the years ended December 31, 2000 and 1999
<TABLE>
                                                   2000            1999
                                               ------------    ------------
Cash flows from operating activities:
                                                <C>            <C>
  Net income                                    $ 2,281,991    $  1,047,771
  Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
  Depreciation                                       95,436         111,387
  Amortization                                      199,512         149,261
  Gain on sale of assets                       (  3,613,969)
  Bad debt expense                                  393,672         278,211
  Other non-cash charges                                             10,000
  Changes in assets and liabilities:
    (Increase) decrease in:
     Accounts receivable                            335,564    (    214,643)
     Prepaid and other assets                       345,383    (    316,256)
    (Decrease) increase in:
     Accounts payable                          (    107,994)        576,280
     Accrued liabilities                       (    394,934)        291,545
     Deferred revenue                          (    191,041)   (    101,898)
                                                ------------    ------------
     Net cash provided by (used in)
      operating activities                     (    656,380)      1,831,658
                                                ------------    ------------
Cash flows from investing activities:
   Purchases of property and equipment         (    140,423)   (    100,296)
   Proceeds from sale of assets                   3,907,208
   Purchases of software                       (    137,020)   (     39,871)
   Businesses acquired                         (  1,317,014)
   Payments received for notes receivable                91          15,562
                                                ------------    ------------
     Net cash provided by (used in)
      investing activities                        2,312,842    (    124,605)
                                                ------------    ------------
Cash flows from financing activities:
   Issuance of common stock                         356,956       1,050,000
   Stock options exercised                            7,800           5,556
   Repurchase of common stock                                  (    226,449)
   Payments on note payable, bank              (  1,400,000)   (  3,675,000)
   Proceeds from issuance of note
     payable, bank                                1,400,000       2,100,000
   Principal payments on other notes payable
     and lease obligations                     (      5,511)   (      3,278)
                                                ------------    ------------
     Net cash provided by (used in)
       financing activities                         359,245    (    749,171)
                                                ------------    ------------
</TABLE>


                                  Continued

              ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

                 for the years ended December 31, 2000 and 1999
<TABLE>

                                                   2000            1999
                                               ------------    ------------
                                                 <C>                <C>
Net increase in cash and cash equivalents        2,015,707          957,882

Cash and cash equivalents, beginning of year     1,180,472          222,590
                                               ------------    ------------
Cash and cash equivalents, end of year         $ 3,196,179     $  1,180,472
                                               ============    ============

Supplemental Disclosure of Cash Flow
 Information:
  Income taxes paid                            $   579,913     $      1,404
                                               ============    ============
  Interest paid                                $     9,083     $     26,822
                                               ============    ============
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:

     In February 2000, the Company issued 40,816 shares of Common Stock valued
at $100,000 as part of an acquisition of certain assets from Total Logistics,
Inc.

     In May 2000, the Company issued 133,000 shares of Common Stock valued at
$256,956 as part of an acquisition of certain assets from GoldenGoose
Software, Inc.






















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


                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.   Summary of Significant Accounting Policies:

     The following is a summary of significant accounting policies followed in
the preparation of the financial statements.

Principles of Consolidation

     The consolidated financial statements include the accounts of Alternate
Marketing Networks, Inc. and its wholly-owned subsidiaries Alternate Postal
Direct, Inc., and National Home Delivery, Inc.(collectively referred to as the
Company).  All significant intercompany transactions have been eliminated.

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

Business

    The Company is a provider of highly targeted marketing services.  The
Company acts as a single-source provider of advertising, marketing and
logistics services for national advertisers and publishers throughout the
United States.  The marketing services are intended to maximize the direct
reach and targeting potential of each media employed.

Revenue Recognition

     Revenues for delivery services are recognized at the time of delivery.
Revenues for advertising in newspapers are recognized when the ads run in the
newspapers.  Revenues for transportation logistics are recognized at the time
that the load is shipped.

     During the year ended December 31, 2000, the Company had one customer
which accounted for approximately 11% of the Company's revenues. As of
December 31, 2000, this customer accounted for approximately 23% of the
Company's accounts receivable balance.  During the year ended December 31,
1999, the Company had one customer which accounted for approximately 21% of
the Company's revenues.

Segment Information

   In 2000, the Company revised the basis by which profitability is evaluated
and assets and resources are allocated by dividing its business into two
operating segments by product areas: advertising and marketing has included
sampling, newspaper advertising, online advertising; and 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.

     In 2000, the advertising and marketing group had three customers which
each accounted for over 10% of the segment revenues.  In 2000, the logistics
marketing group had two customers which each accounted for over 10% of the
segment revenues.



               ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

A.   Summary of Significant Accounting Policies, continued:

     Segment analysis is provided in the tables below.
<TABLE>
                                                  2000           1999
                                                 ------         ------

Revenues:
                                               <C>            <C>
Advertising and marketing                      $15,133,095    $23,738,388
Logistics marketing                              6,705,558      4,837,946
                                               -----------    -----------
Total revenues                                 $21,838,653    $28,576,334
                                               ===========    ===========

Gross Profits:
Advertising and marketing                      $ 3,200,772    $ 5,536,936
Logistics marketing                              2,043,755      1,332,137
                                               -----------    -----------
Total gross profit                               5,244,527      6,869,073

Selling, general & administrative expenses       6,151,187      5,860,692
Gain on sale of assets (Note C)                  3,613,969
Other income, net                                   71,595         40,794
                                               -----------    -----------
Income before income taxes                     $ 2,778,904    $ 1,049,175
                                               ===========    ===========
Gross Profit Percentages:
Advertising and marketing                           21.2%          23.3%
Logistics marketing                                 30.5%          27.5%
                                               -----------    -----------
Total Gross Profit                                  24.0%          24.0%
                                               ===========    ===========
</TABLE>
Cash Equivalents

     The Company considers all highly liquid instruments with a maturity of
three months or less to be cash equivalents.

Property and Equipment

     Property and equipment are recorded at cost.  Upon sale or retirement,
the cost and related accumulated depreciation are eliminated from the
respective accounts and the resulting gain or loss is included in operations.
Maintenance and repairs which do not improve or extend the lives of the
respective assets are charged to expense as incurred.

     Depreciation and amortization are computed over the estimated useful
lives of the assets using the straight-line and accelerated methods:

                  Computer equipment          3 to 5 years
                  Furniture and fixtures      5 to 7 years


                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

A.   Summary of Significant Accounting Policies, continued:

Computer Software

     Purchased computer software is recorded at cost.  External direct costs
of materials and services incurred in developing or obtaining internal-use
software are capitalized.  The recorded costs of purchased software and the
capitalized costs of developed internal use software are amortized over the
estimated useful life of the respective assets.  At December 31, 2000 and
1999, accumulated amortization was $16,485 and $158,611 respectively.

Intangible Assets

     Intangible assets consist of the excess cost over fair market value of
net assets of acquired businesses and are being amortized ratably over 20
years.  The carrying value of goodwill is periodically reviewed to determine
if an impairment has occurred.

     At December 31, 2000 and 1999, accumulated amortization was $765,312 and
$694,362, respectively.

Income taxes

     From inception through October 1, 1993 the Company was an S Corporation,
whereby income or loss was included in the federal income tax returns of the
shareholders.  On October 1, 1993 the Company formed a wholly-owned
subsidiary, which caused a change in the Company's tax status from an S
Corporation to a C Corporation (see Income Taxes Note).  As a result of this
change, accumulated losses at September 30, 1993 were reclassified to reduce
common stock to zero with the remaining balance presented as a separate
component of shareholders' equity.

Advertising

     The cost of advertising and marketing programs are charged to operations
when incurred.  Advertising expense was $138,632 and $211,427 for the years
ended December 31, 2000 and 1999, respectively.

Financial Instruments

     At December 31, 2000 and 1999, the Company had cash and cash equivalents,
note receivable and notes payable classified as financial instruments.  The
market value of these financial instruments, based upon information obtained
from banking sources and management estimates, approximated the carrying
values reported in the balance sheets.

Income Per Share

     Basic income per share is determined by dividing the net income by the
weighted average number of shares of common stock outstanding.  Diluted income
per share is determined by dividing the net income by the weighted average
number of shares of common stock outstanding while giving effect to all
dilutive potential common shares.

                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

A.   Summary of Significant Accounting Policies, continued:

Recent Accounting Pronouncement

     In June of 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities".  This statement established
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, (collectively
referred to as derivatives) and for hedging activities.  It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This statement was effective for fiscal years beginning after June 15, 1999.
The Company adopted SFAS No. 133, as amended by SFAS No. 137 and 138,
effective January 1, 2001.  The adoption of SFAS No. 133 did not have a
significant impact on the Company's financial results.

Estimates

     The preparation of these financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.  Actual results could differ from those estimates.

B.   Acquisitions:

    On February 18, 2000, the Company acquired certain assets and operations
of Total Logistics, Inc., a logistics planning and transportation brokering
company, for a purchase price of approximately $950,000 including acquisition
costs, consisting of $850,000 cash and 40,816 shares of the Company's common
stock.  The purchase agreement provides for contingent additional
consideration of a maximum of $900,000 cash if certain profit levels are
achieved during the three years following closing.  Goodwill of $945,566 is
being amortized on a straight-line method over 20 years.  This acquisition was
accounted for using the purchase method.

     On May 3, 2000, the Company acquired certain assets and operations of
AdTrackMedia.com (now known as AdPressMedia.com) from GoldenGoose Software,
Inc., an online advertising, marketing and ad-serving software company, for a
purchase price of approximately $382,000 including acquisition costs,
consisting of $125,000 cash and 133,000 shares of the Company's common stock.
In addition, the Company issued stock options to GoldenGoose Software, Inc. to
purchase 30,000 shares of the Company's Common Stock at an exercise price of
$2.045 per share expiring May 26, 2003.  The purchase agreement provides for
contingent additional consideration of up to 167,000 shares of the Company's
common stock if certain financial performance goals are achieved and if
certain stock price goals are achieved.  Goodwill of $371,449 is being
amortized on a straight-line method over 20 years.  This acquisition was
accounted for using the purchase method.



                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

B.   Acquisitions, continued:

     The unaudited pro forma combined historical results, as if all
acquisitions had been acquired at the beginning of 1999, are included in the
table below:
<TABLE>
                                               2000          1999
                                           ------------  ------------
                                                  (unaudited)
                                           <C>           <C>
Revenue                                    $22,173,594   $30,521,822
Net income                                   2,321,190     1,352,911

Basic and diluted earnings per share       $      0.50   $      0.31
</TABLE>
     The pro forma results are not necessarily indicative of what actually
would have occurred if the acquisition had been completed as of the beginning
of each of the fiscal periods presented, nor are they necessarily indicative
of future consolidated results.

C. Sale of Assets:

     On September 19, 2000, the Company sold certain assets, liabilities, and
operations relating to its offline sampling division to Valassis Private
Delivery, Inc. for a price of $4,000,000 cash.  Assets sold consisted of
contracts; furniture, fixtures and equipment; intellectual property rights;
and operations.  The Company recognized a pretax gain on the sale of
$3,613,969.

D.   Retirement Plan:

     On September 1, 1996, the Company established a qualified 401(k)
retirement plan covering all employees who have met certain requirements as to
age and date of service.  The plan allows employees to make contributions by
salary reductions.  Company contributions are discretionary and are determined
annually by the Board of Directors.  Company contributions for the years ended
December 31, 2000 and 1999 were $12,334 and $11,220, respectively.

E.   Financing:

     The note payable, bank, is a line of credit agreement, providing for
borrowings not to exceed $2,500,000, based upon a percentage of eligible
accounts receivable.  The agreement, which expires June 30, 2001, bears
interest payable monthly at one-half percent over the bank's prime rate.  The
agreement is collateralized by all accounts receivable.  There were no
borrowings outstanding as of December 31, 2000 or December 31, 1999.








                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

F.   Common Stock:

     At December 31, 2000, the Company has outstanding warrants aggregating
55,000 shares of Common Stock exercisable at $3.00 per share.  These warrants
are exercisable through October 31, 2002.  The Company has outstanding stock
options aggregating 30,000 shares of Common Stock exercisable at $2.045 per
share. In 1998, the Company began acquiring shares of its common stock from
time to time in the open market or in privately negotiated transactions.  The
Company purchased 146,050 shares of common stock in 1999 at an aggregate cost
of $226,449.  The Company is currently authorized to purchase up to an
additional 300,000 shares.

G.   Net Income Per Share Calculation:
<TABLE>
                                               2000          1999
                                            ----------     ----------
Income (Numerator):
                                            <C>            <C>
Net income                                  $2,281,991     $1,047,771
                                            ==========     ==========
Shares (Denominator):
 Basic income per share:
  Actual weighted average shares
    outstanding**                            4,633,072      4,335,774
                                            ==========     ==========

 Basic income per share:
  Net income per share                      $      .49     $      .24
                                            ==========     ==========

Shares (Denominator):
 Diluted income per share:
  Actual weighted average shares outstanding 4,633,072      4,335,774
  Net increase in shares upon conversion of
   warrants and options*                        15,014         24,424
                                            ----------     ----------
    Adjusted shares outstanding              4,648,086      4,360,198
                                            ==========     ==========

 Diluted income per share:
  Net income per share                      $      .49     $      .24
                                            ==========     ==========
</TABLE>
*Certain shares are not included in the computation for 2000 and 1999 because
the exercise prices of the warrants and options exceeds the average market
price of the common stock (i.e., they are anti-dilutive).

**Weighted average shares outstanding have been restated to reflect 425,612
common shares issued as a stock dividend during 2000.






                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

H.   Leases:

     The Company leases certain office facilities, warehouse facilities, and
equipment used in its operations.  Future minimum rental payments required
under operating leases that have initial or remaining terms in excess of one
year at December 31, 2000 are as follows:

             Year
             2001                          $ 131,734
             2002                             70,432
             2003                             11,872
             2004                              3,244
                                            ---------
                                           $ 217,282
                                           ==========

     Rental expense for facilities, transportation vehicles and equipment for
the years ended December 31, 2000 and 1999 was $393,727 and $318,205,
respectively.

I.   Income Taxes:

     Deferred income taxes are recognized for the temporary differences
between the tax bases of assets and liabilities and their financial reporting
amounts.  The income tax provision is the tax payable/recoverable for the
period and the change during the period in deferred tax assets and
liabilities.  Based upon managements evaluation of available evidence relating
to the realization of deferred tax assets, the Company has fully reserved
deferred tax assets at December 31, 2000 and 1999.

     Income tax expense for the years ended December 31, 2000 and 1999
consists of the following:
<TABLE>
                                               Year Ended
                                               December 31,
                                             2000         1999
                                           ---------   ---------
       Federal:
                                           <C>          <C>
            Current                        $1,003,422      --
            Deferred                      (   519,500)     --

       State:
            Current                            12,991   $  1,404
                                             --------   --------
                                            $ 496,913   $  1,404
                                            =========   ========
</TABLE>
     The difference between income tax expense at the U.S. statutory rate and
the Company's actual income tax is as follows:




                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

I.   Income Taxes, continued:
<TABLE>
                                               Year Ended
                                               December 31,
                                             2000       1999
                                           ---------  ---------
                                          <C>         <C>
Income tax at the U.S. statutory rate      $944,827    $356,700
Change in valuation allowance             ( 519,500)  ( 399,000)
Nondeductible goodwill and other             46,985      45,402
Other                                        24,601   (   1,698)
                                           --------    --------
Income tax expense                         $496,913   $   1,404
                                           ========    ========

Major components of the Company's deferred taxes are as follows:

                                               December 31,
                                             2000        1999
                                         ----------  -----------
       Receivable allowance              $  34,000   $  102,000
       Vacation accrual                     26,000       47,000
       Net operating loss carryforward     825,000    1,255,500
       Valuation allowance               ( 885,000)  (1,404,500)
                                         ----------   ---------
                                         $     -     $     -
                                         ==========   =========
</TABLE>
    At December 31, 2000, the Company has net operating loss carryforwards of
approximately $2,600,000, which are available to reduce future taxable income.
These carryforwards expire in 2006 to 2013.  The net operating loss
carryforwards relate to the operations of National Home Delivery, Inc. prior
to the pooling of interest and are subject to certain annual limitations.

J.   Stock Options and Warrants:

     The Company has adopted two stock-based incentive plans, the 1995 Long-
Term Incentive Stock Option Plan (the "Incentive Plan") and the Outside
Directors and Advisors Stock Option Plan (the "Directors & Advisors Plan"), to
encourage stock ownership by employees, officers, directors and certain other
agents.  The Incentive Plan is administered by the Board of Directors or a
committee appointed by the Board of Directors.  The Directors and Advisors
Plan provides for automatic nondiscretionary option grants.  Options granted
under the Incentive Plan may be either incentive stock options as defined by
the Internal Revenue Code, or nonqualified stock options.  All options under
the Directors & Advisors Plan are nonqualified options.  Options granted under
the Directors and Advisors Plan are vested when granted and have a term of 10
years.  Options granted under the Incentive Plan have a vesting period of 6
months to 5 years with terms ranging from 5 to 10 years. In connection with
these plans, the Company has reserved a total of 575,000 shares of common
stock.  As of December 31, 2000, options for 182,500 shares were outstanding.
During 2000 options were exercised resulting in the issuance of 7,500 shares
at a purchase price of $1.04.  All options granted to date were granted at not
less than the fair market value of the Company's common stock on the date of

                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

J.  Stock Options and Warrants, continued:

grant.  Therefore, no compensation expense has been recognized in 2000 or
1999.

     In 1999, the Company issued warrants for purchase of 55,000 shares of
common stock to non-employee individuals.  The Company recognized expense in
the amount of $10,000 in connection with services rendered by the warrant
holders in consideration of the issuance.

     The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock option plans.  If compensation cost for the Company's
stock based plans had been determined based on the fair value at the 2000 and
1999 grant dates, consistent with the method prescribed by the Statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation", the Company's net income and income per share would have been
adjusted to the proforma amounts indicated in the following table:
<TABLE>
                                         Year Ended
                                        December 31,
                                      2000          1999
                                   ----------    ----------
          Net Income
                                   <C>          <C>
            As Reported            $2,281,991   $1,047,771
            Pro Forma              $2,232,541   $1,016,638

          Income Per Share
            As Reported
              Basic                     $0.49        $0.27
              Diluted                   $0.49        $0.27
            Pro Forma
              Basic                     $0.48        $0.26
              Diluted                   $0.48        $0.26
</TABLE>
     The fair value of each option and warrant grant was estimated on the date
of grant using the Black-Scholes option pricing model with the following
assumptions for December 31, 2000 and 1999; risk free rate of six percent; no
dividend yield for all years; and expected life 5 years. The volatility
assumptions were 37 percent and 34 percent for December 31, 2000 and 1999,
respectively.

     Valuation models, like the stock price Black-Scholes model, require the
input of highly subjective assumptions including the expected stock price
volatility.  Because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its stock options.







                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

J.  Stock Options and Warrants, continued:

     A summary of the status of the Company's options granted to employees as
of December 31, 2000 and 1999 and the changes during the year ended on those
dates is presented below:
<TABLE>
                          December 31, 2000       December 31, 1999
                         Options    Weighted-    Options    Weighted-
                                       Avg.                    Avg.
                                    Exercise                Exercise
                                      Price                   Price
                        ---------   ---------   ---------   ---------
Outstanding-beginning
                         <C>         <C>         <C>         <C>
of year                  346,700     $2.67       418,946     $2.80

Granted at the money      40,000     $2.19        37,500     $1.50

Exercised                  7,500     $1.04         5,000     $1.11

Forfeited                 30,000     $1.95        13,500     $1.04

Expired                  166,700     $2.58        91,246     $3.11

Outstanding-end of year  182,500     $2.83       346,700     $2.67

Exercisable at end of
year                     169,167     $2.88       212,200     $3.05

Weighted-average fair
value of options granted at
the money during the year  $0.95                   $0.61
</TABLE>

Options outstanding as of December 31, 2000 are described below:
<TABLE>
                            Outstanding                        Exercisable
                 --------------------------------------- ----------------------
                           Weighted Avg    Weighted Avg           Weighted Avg
Range of Prices  Options  Exercise Price  Remaining Term Options Exercise Price
---------------  -------  --------------  -------------- ------- --------------
<C>               <C>         <C>             <C>         <C>        <C>
$1.04 to $1.39    34,000      $1.11           7 years     34,000     $1.11
$2.05 to $3.75   126,000      $2.95           6 years    112,667     $3.03
$4.00 to $5.19    22,500      $4.77           6 years     22,500     $4.77
--------------   -------      -----         ----------   -------     -----
$1.04 to $5.19   182,500      $2.83           6 years    169,167     $2.88
</TABLE>









                ALTERNATE MARKETING NETWORKS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

J.  Stock Options and Warrants, continued:

     A summary of the status of the Company's warrants granted to non-
employees as of December 31, 2000 and 1999 and the changes during the year
ended on those dates is presented below:
<TABLE>
                           December 31, 2000      December 31, 1999
                         Options    Weighted-    Options    Weighted-
                                       Avg.                    Avg.
                                    Exercise                Exercise
                                      Price                   Price
                        ---------   ---------   ---------   ---------
Outstanding-beginning
                         <C>          <C>        <C>         <C>
of year                  55,000       $3.00      110,000     $6.00

Granted at a premium       --          --         55,000     $3.00

Expired                    --          --        110,000     $6.00

Outstanding-end of year   55,000      $3.00       55,000     $3.00

Exercisable-end of year   55,000      $3.00       55,000     $3.00

Weighted-average fair value
of options granted at a
premium during the year      --                    $1.23
</TABLE>


Warrants outstanding as of December 31, 2000 are described below:
<TABLE>
                            Outstanding                        Exercisable
                 --------------------------------------- ----------------------
                           Weighted Avg    Weighted Avg           Weighted Avg
Range of Prices  Options  Exercise Price  Remaining Term Options Exercise Price
---------------  -------  --------------  -------------- ------- --------------
     <C>          <C>         <C>           <C>           <C>        <C>
     $3.00        55,000      $3.00         1.84 years    55,000     $3.00
</TABLE>

K.   Other Income, net:

     Other income, net consists of the following:
<TABLE>
                                                 2000             1999
                                              ----------      -----------
                                             <C>              <C>
         Interest income                     $   80,678       $   67,616
         Interest expense                   (     9,083)     (    26,822)
                                              ----------      -----------
                                             $   71,595       $   40,794
                                              ==========      ===========
</TABLE>


Item 8. Changes in and Disagreement with Accountants on Accounting and
Financial Disclosure

     None.
                                   PART III

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

     Incorporated by reference to the Company's definitive proxy materials to
be filed with the Commission on or before April 30, 2001.

Item 10.  Executive Compensation

     Incorporated by reference to the Company's definitive proxy materials to
be filed with the Commission on or before April 30, 2001.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     Incorporated by reference to the Company's definitive proxy materials to
be filed with the Commission on or before April 30, 2001.

Item 12.  Certain Relationships and Related Transactions

     Incorporated by reference to the Company's definitive proxy materials to
be filed with the Commission on or before April 30, 2001.

Item 13.  Exhibits and Reports on Form 8-K

Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the last quarter
of the fiscal year ended December 31, 2000.
























                                  SIGNATURES


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


                                    ALTERNATE MARKETING NETWORKS, INC.



Dated: March 29, 2001               By:/s/Phillip D. Miller


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

                                                              Dated

/s/Phillip D. Miller                                          March 29, 2001
Phillip D. Miller, Chief Executive Officer
(Principal executive officer) and Chairman of the
Board of Directors


/s/Sandra J. Smith                                            March 29, 2001
Sandra J. Smith, Chief Financial Officer and
Treasurer (Principal accounting and financial officer)


/s/Stan Henry                                                 March 29, 2001
Stan Henry, Director


/s/Thomas Hiatt                                               March 29, 2001
Thomas Hiatt, Director


/s/Louis Sito                                                 March 29, 2001
Louis Sito, Director


/s/John McKeon                                                March 29, 2001
John McKeon, Director











                              INDEX TO EXHIBITS
Index
Number     Description                                                  Page#

2.1        Asset Purchase Agreement with Preferred Customer Delivery, Inc.
           dated January 24, 1996 (3)
2.2        Acquisition Agreement with National Home Delivery, Inc.
           dated March 29, 1996 (4)
3.1        Amended and Restated Articles of Incorporation of
           the Company (1)
3.2        Bylaws of the Company, as amended (1)
4.1        Form of Stock Certificate evidencing Common Stock,
           no par value (1)
4.3        1995 Long-Term Incentive and Stock Option Plan (1)
4.4        1995 Outside Directors and Advisors Stock Option Plan (1)
4.5        Outside Directors Deferred Compensation Plan (1)
4.6        Form of Noteholder Warrant (1)
4.7        Form of Registration Rights Agreement with Noteholders(1)
10.1       Forms of Agreement with Newspaper Affiliates (1)
10.2       Form of Agreement with Magazine Publishers (1)
10.3       Employment Agreement dated July 21, 1995 between the
           Company and Phillip D. Miller (1)
10.4       Addendum to Employment Agreement (7)
10.5       Form of Software License Agreement (1)
10.8       Lease Renewal dated August 8, 1995 for Grand Rapids,
           MI Executive Offices (2)
10.13      Lease for St. Petersburg, FL warehouse sites (2)
10.14      Lease for St. Petersburg, FL warehouse and office space (2)
10.15      Employment Agreement dated January 1, 1999 between the Company
           and Ruth Ann Carroll (5)
10.16      Line of Credit Agreement with Revolving Business
            Credit Note(8)                                               36
10.17      Times Mirror Stock Purchase Agreement (6)
21.1       List of Subsidiaries of the Company (8)                       35
23         Consent of PricewaterhouseCoopers, LLP (8)                    48
________________________

(1)   Incorporated by reference to said exhibit included in Registration
      Statement on form SB-2, Commission File No. 33-95332C.
(2)   Incorporated by reference to said exhibit filed with the Registrant's
      Annual Report on Form 10-KSB for the year ended December 31, 1995.
(3)   Incorporated by reference to Form 8-K/A (dated April 4, 1996)
(4)   Incorporated by reference to Form 8-K (dated April 11, 1996)
(5)   Incorporated by reference to said exhibit filed with the Registrant's
      Annual Report on Form 10-KSB for the year ended December 31, 1998.
(6)   Incorporated by reference to said exhibit filed with the Registrant's
      Form 10-QSB for the quarterly period ended September 30, 1999.
(7)   Incorporated by reference to said exhibit filed with the Registrant's
      Annual Report on Form 10-KSB for the year ended December 31, 1999.
(8)   Filed herewith.








                                   EXHIBIT 21.1
                            SUBSIDIARIES OF THE COMPANY



     Name of Subsidiary                       State of
                                              Incorporation

     Alternate Postal Direct, Inc.             Michigan

     National Home Delivery, Inc.              Illinois














































                                EXHIBIT 10.16

Line of Credit Agreement

Bank One, Michigan (the "Bank"), whose address is 611 Woodward Avenue,
Detroit, Michigan 48226-3947, has approved the credit facilities listed below
(collectively, the "Credit Facilities," and, individually, as designated
below) to Alternate Marketing Networks, Inc., (the "Borrower"), whose address
is One Ionia S.W., Suite 300, Grand Rapids, Michigan  49503-4145, subject to
the terms and conditions set forth in this agreement.

1.0     Credit Facilities.

         1.1  Facility A. The Bank has approved a credit facility to the
Borrower in the principal sum not to exceed  $2,500,000.00 in the aggregate at
any one time outstanding ("Facility A"). Credit under Facility A shall be in
the form of disbursements evidenced by credits to the Borrower's account and
shall be repayable as set forth in a Revolving Business Credit Note executed
concurrently (referred to in this agreement both singularly and together with
any other promissory notes referenced in this Section 1 as the "Notes"). The
proceeds of Facility A shall be used for the following purpose: Working
Capital.  Facility A shall expire June 30, 2001, unless earlier withdrawn.

         1.2  Facility B (Including Letters of Credit). (Intentionally
Omitted)

         1.3  Facility C (Purchase Money Term Loans and/or Leases).
(Intentionally Omitted)

         1.4  Term Loans. (Intentionally Omitted)

2.0     Conditions Precedent.

         2.1  Conditions Precedent to Initial Extension of Credit.  Before the
first extension of credit under this agreement, whether by disbursement of a
loan, issuance of a letter of credit, the funding of a Lease or otherwise, the
Borrower shall deliver to the Bank, in form and substance satisfactory to the
Bank:

                A.  Loan Documents.  The Notes, and if applicable, the Leases,
the letter of credit applications, the security agreement, financing
statements, mortgage, guaranties, subordination agreements and any other loan
documents which the Bank may reasonably require to give effect to the
transactions described by this agreement;

                B.  Evidence of Due Organization and Good Standing. Evidence
satisfactory to the Bank of the due organization and good standing of the
Borrower and every other business entity that is a party to this agreement or
any other loan document required by this agreement;

                C.  Evidence of Authority to Enter into Loan Documents.
Evidence satisfactory to the Bank that (i) each party to this agreement and
any other loan document required by this agreement is authorized to enter into
the transactions described by this agreement and the other loan documents, and
(ii) the person signing on behalf of each party is authorized to do so; and

         2.2  Conditions Precedent to Each Extension of Credit.  Before any
extension of credit under this agreement, whether by disbursement of a loan,
issuance of a letter of credit, the funding of a Lease or otherwise, the
following conditions shall have been satisfied:

                A.  Representations.  The Representations contained in this
agreement shall be true on and as of the date of the extension of credit;

                B.  No Event of Default.  No event of default shall have
occurred and be continuing or would result from the extension of credit;

                C.  Additional Approvals, Opinions, and Documents.  The Bank
shall have received such other approvals, opinions and documents as it may
reasonably request.

3.0     Borrowing Base/Annual Pay Down.

          3.1  Borrowing Base.  Notwithstanding any other provision of this
agreement, the aggregate principal amount outstanding at any one time under
shall not exceed the lesser of the Borrowing Base or $2,500,000.00.  Borrowing
Base means:

                A.  70% of the Borrower's trade accounts receivable in which
the Bank has a perfected, first priority security interest, excluding accounts
more than 90 days past due from the date of invoice, accounts subject to
offset or defense, government, bonded, affiliate and foreign accounts,
accounts from trade debtors of which more than 50% of the aggregate amount
owing from the trade debtor to the Borrower is more than 90 days past due, and
accounts otherwise unacceptable to the Bank.

4.0     Fees and Expenses.

          4.1  Out-of-Pocket Expenses.  The Borrower shall reimburse the Bank
for its out-of-pocket expenses, and reasonable attorney's fees (including the
fees of in-house counsel) allocated to the Credit Facilities.

5.0     Security.

          5.1  Payment of the borrowings and all other obligations under the
Credit Facilities shall be secured by a first security interest and/or real
estate mortgage, as the case may be, covering the following property and all
its additions, substitutions, increments, proceeds and products, whether now
owned or later acquired ("Collateral"):

                 A.  Accounts Receivable. All of the Borrower's accounts,
chattel paper, general intangibles, instruments, and documents (as those terms
are defined in the Michigan Uniform Commercial Code), rights to refunds of
taxes paid at any time to any governmental entity, and any letters of credit
and drafts under them given in support of the foregoing, wherever located. The
Borrower shall deliver to the Bank executed security agreements and financing
statements in form and substance satisfactory to the Bank.

                 B.  Inventory. All of the Borrower's inventory, wherever
located. The Borrower shall deliver to the Bank executed security agreements
and financing statements in form and substance satisfactory to the Bank.

                 C.  Equipment. All of the Borrower's equipment, wherever
located. The Borrower shall deliver to the Bank executed security agreements
and financing statements in form and substance satisfactory to the Bank.

          5.2  No forbearance or extension of time granted any subsequent
owner of the Collateral shall release the Borrower from liability.

          5.3  Additional Collateral/Setoff. To further secure payment of the
borrowings and all other obligations under the Credit Facilities and all of
the Borrower's other liabilities to the Bank, the Borrower grants to the Bank
a continuing security interest in: (i) all securities and other property of
the Borrower in the custody, possession or control of the Bank (other than
property held by the Bank solely in a fiduciary capacity) and (ii) all
balances of deposit accounts of the Borrower with the Bank. The Bank shall
have the right at any time to apply its own debt or liability to the Borrower,
or to any other party liable for payment of the obligations under the Credit
Facilities, in whole or partial payment of such obligations or other present
or future liabilities, without any requirement of mutual maturity.

          5.4  Cross Lien. Any of the Borrower's other property in which the
Bank has a security interest to secure payment of any other debt, whether
absolute, contingent, direct or indirect, including the Borrower's guaranties
of the debts of others, shall also secure payment of and be part of the
Collateral for the Credit Facilities.

6.0     Guaranties. Payment of the Borrower's obligations under the Credit
Facilities shall be guaranteed by National Home Delivery, Inc.; Newspaper
Marketing Solutions; and Alternate Postal Direct, Inc., by execution of the
Bank's form of guaranty agreement. The liability of the guarantors, if more
than one, shall be joint and several.

7.0     Subordination.  Reserved.

8.0     Affirmative Covenants. So long as any debt or obligation remains
outstanding under the Credit Facilities, the Borrower, and each of its
subsidiaries, if any, shall:

          8.1  Insurance. Maintain insurance with financially sound and
reputable insurers covering its properties and business against those
casualties and contingencies and in the types and amounts as shall be in
accordance with sound business and industry practices.

          8.2  Existence. Maintain its existence and business operations as
presently in effect in accordance with all applicable laws and regulations,
pay its debts and obligations when due under normal terms, and pay on or
before their due date, all taxes, assessments, fees and other governmental
monetary obligations, except as they may be contested in good faith if they
have been properly reflected on its books and, at the Bank's request, adequate
funds or security has been pledged to insure payment.

          8.3  Financial Records. Maintain proper books and records of
account, in accordance with generally accepted accounting principles where
applicable, and consistent with financial statements previously submitted to
the Bank.  The Bank retains the right to inspect the Collateral and business
records related to it at such times and at such intervals as the Bank may
reasonably require.

          8.4  Notice. Give prompt notice to the Bank of the occurrence of (i)
any Event of Default, and (ii) any other development, financial or otherwise,
which would affect the Borrower's business, properties or affairs in a
materially adverse manner.

          8.5  Collateral Audits.  Reserved.

          8.6  Management. Reserved.

          8.7  Financial Reports. Furnish to the Bank whatever information,
books, and records the Bank may reasonably request, including at a minimum:
(If the Borrower has subsidiaries, all financial statements required will be
provided on a consolidated and on a separate basis.)

                 A.  Within 45 days after each period, a balance sheet as of
the end of that period and statements of income, retained earnings, and cash
flows, from the beginning of  that fiscal year to the end of that period,
certified as correct by one of its authorized agents.

                 B.  Within 90 days after, and as of the end of, each of its
fiscal years, a detailed  including a balance sheet and statements of income,
cash flows, and retained earnings, audited by an independent certified public
accountant of  recognized   standing.

                 C.  Within 30 days after and as of the end of each calendar
month, the following lists, each certified as correct by one of its authorized
agents:
                       (1) a list of accounts receivable of Borrower and
Guarantors, aged from date of invoice;
                       (2) a list of accounts payable of Borrower and
Guarantors, aged from date of receipt;

          8.8  Environmental Certificate.  Furnish to the Bank, an
Environmental Certificate on the Bank's form on and as of the date of this
agreement and thereafter as required by the Environmental Certificate.

9.0     Negative Covenants.

          9.1  Definitions. As used in this agreement, the following terms
shall have the following respective meanings:

                A.  "Debt Service" means for any period, principal and
interest payments either paid or due during that period on all debt of the
Borrower.

                B.  "EBITDA" means for any period, net income plus to the
extent deducted in determining net income, interest expense (including but not
limited to imputed interest on capital leases), tax expense, depreciation, and
amortization.

                C.  "Subordinated Debt" means debt subordinated to the Bank in
manner and by agreement satisfactory to the Bank.

                D.  "Tangible Net Worth" means total assets less intangible
assets, total liabilities, and all sums owing from stockholders, members, or
partners, as the case may be, and from officers, managers, and directors.
Intangible assets include goodwill, patents, copyrights, mailing lists,
catalogs, trademarks, bond discount and underwriting expenses, organization
expenses, and all other intangibles.

          9.2  Unless otherwise noted, the financial requirements set forth in
this section shall be computed in accordance with generally accepted
accounting principles applied on a basis consistent with financial statements
previously submitted  by the Borrower to the Bank.

          9.3  Without the written consent of the Bank, so long as any debt or
obligation remains outstanding under the Credit Facilities, the Borrower shall
not: (where appropriate, covenants apply on a consolidated basis).

                 A.  Dividends. Acquire or retire any of its shares of capital
stock, or declare or pay dividends or make any other distributions upon any of
its shares of capital stock or percentage ownership interests, except
dividends payable in its capital stock and dividends payable to "Subchapter S"
corporation shareholders and distributions payable to LLC members in amounts
sufficient to pay the shareholders' or members' income tax obligations related
to the Borrower's taxable income.

                 B.  Sale of Shares. Issue, sell or otherwise dispose of any
shares of its capital stock or other securities, or rights, warrants or
options to purchase or acquire any such shares or securities.
                 C.  Debt. Incur, or permit to remain outstanding, debt for
borrowed money or installment obligations, except debt reflected in the latest
financial statement of the Borrower furnished to the Bank prior to execution
of this agreement and not to be paid with proceeds of borrowings or leases
under the Credit Facilities. For purposes of this covenant, the sale of any
accounts receivable shall be deemed the incurring of debt for borrowed money.

                 D.  Guaranties. Guarantee or otherwise become or remain
secondarily liable on the undertaking of another, except for endorsement of
drafts for deposit and collection in the ordinary course of business.

                 E.  Liens. Create or permit to exist any lien on any of its
property, real or personal, except: existing liens known to the Bank; liens to
the Bank; liens incurred in the ordinary course of business securing current
nondelinquent liabilities for taxes, worker's compensation, unemployment
insurance, social security and pension liabilities; and liens for taxes being
contested in good faith.

                 F.  Advances and Investments. Purchase or acquire any
securities of, or make any loans or advances to, or investments in, any
person, firm or corporation, except obligations of the United States
Government, open market commercial paper rated one of the top two ratings by a
rating agency of recognized standing, or certificates of deposit in insured
financial institutions.

                 G.  Use of Proceeds.  Use, or permit any proceeds of the
Credit Facilities to be used, directly or indirectly, for the purpose of
"purchasing or carrying any margin stock" within the meaning of Federal
Reserve Board Regulation U.  At the Bank's request, the Borrower shall furnish
to the Bank a completed Federal Reserve Board Form U-1.

10.0   Representations by Borrower. Each Borrower represents that: (a) the
execution and delivery of this agreement, the Notes, and the Leases and the
performance of the obligations they impose do not violate any law, conflict
with any agreement by which the Borrower is bound, or require the consent or
approval of any governmental authority or other third party; (b) this
agreement, the Notes, and the Leases are valid and binding agreements,
enforceable in accordance with their terms; and (c) all balance sheets, profit
and loss statements, and other financial statements furnished to the Bank are
accurate and fairly reflect the financial condition of the organizations and
persons to which they apply on their effective dates, including contingent
liabilities of every type, which financial condition has not changed
materially and adversely since those dates.  Each Borrower, if other than a
natural person, further represents that: (a) it is duly organized, existing
and in good standing under the laws of the jurisdiction under which it was
organized; and (b) the execution and delivery of this agreement, the Notes,
and the Leases and the performance of the obligations they impose (i) are
within its powers; (ii) have been duly authorized by all necessary action of
its governing body; and (iii) do not contravene the terms of its articles of
incorporation or organization, its bylaws, or any partnership, operating or
other agreement governing its affairs.

11.0   Default/Acceleration.

          11.1  Events of Default/Acceleration. If any of the following events
occurs, the Credit Facilities shall terminate and all borrowings and other
obligations under them shall be due immediately, without notice, at the Bank's
option whether or not the Bank has made demand.

                  A.  The Borrower or any guarantor of any of the Credit
Facilities, the Notes or the Leases ("Guarantor") fails to pay when due  any
amount payable under the Credit Facilities or under any agreement or
instrument evidencing debt to any creditor;
                  B.  The Borrower or any Guarantor (a) fails to observe or
perform any other term of this agreement, the Notes, or the Leases; (b) makes
any materially incorrect or misleading representation, warranty, or
certificate to the Bank; (c) makes any materially incorrect or misleading
representation in any financial statement or other information delivered to
the Bank; or (d) defaults under the terms of any agreement or instrument
relating to any debt for borrowed money (other than borrowings under the
Credit Facilities) such that the creditor declares the debt due before its
maturity;
                  C.  There is a default under the terms of any loan
agreement, mortgage, security agreement or any other document executed as part
of the Credit Facilities, or any guaranty of the obligations under the Credit
Facilities becomes unenforceable in whole or in part, or any Guarantor fails
to promptly perform under its guaranty;
                  D.  A "reportable event" (as defined in the Employee
Retirement Income Security Act of 1974 as amended) occurs that would permit
the Pension Benefit Guaranty Corporation to terminate any employee benefit
plan of the Borrower or any affiliate of the Borrower;
                  E.  The Borrower or any Guarantor becomes insolvent or
unable to pay its debts as they become due;
                  F.  The Borrower or any Guarantor (a) makes an assignment
for the benefit of creditors; (b) consents to the appointment of a custodian,
receiver or trustee for it or for a substantial part of its assets; or (c)
commences any proceeding under any bankruptcy, reorganization, liquidation or
similar laws of any jurisdiction;
                  G.  A custodian, receiver or trustee is appointed for the
Borrower or any Guarantor or for a substantial part of its assets without its
consent and is not removed within 60 days after such appointment;
                  H.  Proceedings are commenced against the Borrower or any
Guarantor under any bankruptcy, reorganization, liquidation, or similar laws
of any jurisdiction, and such proceedings remain undismissed for 60 days after
commencement; or the Borrower or Guarantor consents to the commencement of
such proceedings;
                  I.  Any judgment is entered against the Borrower or any
Guarantor, or any attachment, levy or garnishment is issued against any
property of the Borrower or any Guarantor;
                  J.  The Borrower or any Guarantor dies;
                  K.  The Borrower or any Guarantor, without the Bank's
written consent, (a) is dissolved, (b) merges or consolidates with any third
party, (c) leases, sells or otherwise conveys a material part of its assets or
business outside the ordinary course of business, (d) leases, purchases, or
otherwise acquires a material part of the assets of any other corporation or
business entity, except in the ordinary course of business, or (e) agrees to
do any of the foregoing, (notwithstanding the foregoing, any subsidiary may
merge or consolidate with any other subsidiary, or with the Borrower, so long
as the Borrower is the survivor);
                  L.  The loan-to-value ratio of any pledged securities at any
time exceeds N/A%, and such excess continues for five (5) days after notice
from the Bank to the Borrower;
                  M.  There is a substantial change in the existing or
prospective financial condition of the Borrower or any Guarantor which the
Bank in good faith determines to be materially adverse; or
                  N.  The Bank in good faith shall deem itself insecure.

        11.2  Remedies. If the borrowings and all other obligations under the
Credit Facilities are not paid at maturity, whether by acceleration or
otherwise, the Bank shall have all of the rights and remedies provided by any
law or agreement. Any requirement of reasonable notice shall be met if the
Bank sends the notice to the Borrower at least seven (7) days prior to the
date of sale, disposition or other event giving rise to the required notice.
The Bank is authorized to cause all or any part of the Collateral to be
transferred to or registered in its name or in the name of any other person,
firm or corporation, with or without designation of the capacity of such
nominee. The Borrower shall be liable for any deficiency remaining after
disposition of any Collateral. The Borrower is liable to the Bank for all
reasonable costs and expenses of every kind incurred in the making or
collection of the Credit Facilities, including, without limitation, reasonable
attorney's fees and court costs (whether attributable to the Bank's in-house
or outside counsel). These costs and expenses shall include, without
limitation, any costs or expenses incurred by the Bank in any bankruptcy,
reorganization, insolvency or other similar proceeding.

12.0  Miscellaneous.

         12.1  Notice from one party to another relating to this agreement
shall be deemed effective if made in writing (including telecommunications)
and delivered to the recipient's address, telex number or fax number set forth
under its name below by any of the following means: (a) hand delivery, (b)
registered or certified mail, postage prepaid, with return receipt requested,
(c) first class or express mail, postage prepaid, (d) Federal Express or like
overnight courier service or (e) fax, telex or other wire transmission with
request for assurance of receipt in a manner typical with respect to
communication of that type. Notice made in accordance with this section shall
be deemed delivered upon receipt if delivered by hand or wire transmission, 3
business days after mailing if mailed by first class, registered or certified
mail, or one business day after mailing or deposit with an overnight courier
service if delivered by express mail or overnight courier.

         12.2  No delay on the part of the Bank in the exercise of any right
or remedy shall operate as a waiver. No single or partial exercise by the Bank
of any right or remedy shall preclude any other future exercise of it or the
exercise of any other right or remedy. No waiver or indulgence by the Bank of
any default shall be effective unless in writing and signed by the Bank, nor
shall a waiver on one occasion be construed as a bar to or waiver of that
right on any future occasion.

         12.3  This agreement, the Notes, the Leases and any related loan
documents embody the entire agreement and understanding between the Borrower
and the Bank and supersede all prior agreements and understandings relating to
their subject matter. If any one or more of the obligations of the Borrower
under this agreement, the Notes or the Leases shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining obligations of the Borrower shall not in any way be affected
or impaired, and such invalidity, illegality or unenforceability in one
jurisdiction shall not affect the validity, legality or enforceability of the
obligations of the Borrower under this agreement, the Notes or the Leases in
any other jurisdiction.

         12.4  The Borrower, if more than one, shall be jointly and severally
liable.

         12.5  This agreement is delivered in the State of Michigan and
governed by Michigan law. This agreement is binding on the Borrower and its
successors, and shall inure to the benefit of the Bank, its successors and
assigns.

         12.6  Section headings are for convenience of reference only and
shall not affect the interpretation of this agreement.

13.0  Information Sharing.  The Bank may provide, without any limitation
whatsoever, any information or knowledge the Bank may have about the
undersigned or any matter relating to this agreement and any related documents
to BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their
successors, or to any one or more purchasers or potential purchasers of this
agreement or any related documents, and the undersigned waives any right to
privacy the undersigned may have with respect to such matters.  The Borrower
agrees that the Bank may at any time sell, assign or transfer one or more
interests or participations in all or any part of its rights or obligations in
this agreement to one or more purchasers whether or not related to the Bank.

14.0  Continued Validity.  This agreement embodies the entire agreement and
understanding between the Bank and the Borrower and supersedes, amends,
replaces and restates all prior agreements and understandings relating to its
subject matter, including but not limited to the terms and conditions of the
Credit Authorization Agreement dated June 21, 1999, between the Bank and the
Borrower.

15.0  Waiver of Jury Trial. The Bank and the Borrower knowingly and
voluntarily waive any right either of them have to a trial by jury in any
proceeding (whether sounding in contract or tort) which is in any way
connected with this or any related agreement, or the relationship established
under them.  This provision may only be modified in a written instrument
executed by the Bank and the Borrower.

Executed by the parties on: July 1, 2000.

Bank One, Michigan                Borrower: Alternate Marketing Networks, Inc.


By:/s/ Michael G. Brady           By: /s/ Sandra J. Smith
  Michael G. Brady, Vice President  Sandra J. Smith, Chief Financial Officer


Address for Notices               Address for Notices

Bank One, Michigan                Alternate Marketing Networks, Inc.
Middle Market (MI2-8852)          One Ionia S.W.
200 Ottawa Avenue N.W.            Suite 300
Grand Rapids, Michigan  49503     Grand Rapids, Michigan  49503-4145

Fax/Telex No. (616) 771-7440      Fax/Telex No. (616) 235-3405












































Revolving Business Credit Note

Due: June 30, 2001                      $2,500,000.00

No. 0251726004                          Date: July 1, 2000

Promise to Pay.  On or before June 30, 2001, for value received, Alternate
Marketing Networks, Inc., (the "Borrower") promises to pay to Bank One,
Michigan (the "Bank"), or order, at any office of the Bank in the State of
Michigan, the sum of Two Million Five Hundred Thousand and 00/100 DOLLARS
($2,500,000.00), or such lesser sum as is indicated on Bank records, plus
interest computed on the basis of the actual number of days elapsed in a year
of 360 days at the rate of:

1/2% per annum above the Prime Rate (the "Note Rate") until maturity whether
by acceleration or otherwise and at the rate of 3% per annum above the Note
Rate on overdue principal from the date when due until paid.  "Prime Rate"
means a rate per annum equal to the prime rate of interest announced from time
to time by the Bank or its parent (which is not necessarily the lowest rate
charged to any customer), changing when and as said prime rate changes.

In no event shall the interest rate exceed the maximum rate allowed by law;
any interest payment which would for any reason be deemed unlawful under
applicable law shall be applied to principal.

Interest will be computed on the unpaid principal balance from the date of
each borrowing.

Until maturity, the Borrower will pay consecutive installments of interest
only commencing August 8, 2000.

Late Fee.  If any payment is not received by the Bank within fifteen days
after its due date, the Bank may assess and the Borrower agrees to pay a late
fee equal to the lesser of five percent of the past due amount or $350.00.

Credit Facility.  The Bank has authorized a credit facility to the Borrower in
a principal amount not to exceed the face amount of this note.  The credit
facility is in the form of loans made from time to time by the Bank to the
Borrower.  This note evidences the Borrower's obligation to repay those loans.
The aggregate principal amount of debt evidenced by this note shall be the
amount reflected from time to time in the records of the Bank but shall not
exceed the face amount of this note.  Until maturity, the Borrower may borrow,
pay down, and reborrow under this note so long as the aggregate principal
amount outstanding at any one time does not exceed the face amount of this
note.

Credit Agreement.  This note evidences a debt under the terms of a Line of
Credit Agreement between the Bank and the Borrower dated July 1, 2000, and any
amendments (the "Agreement").

Security.  To secure the payment of this note and all other present or future
liabilities of the Borrower to the Bank, whether several, joint, or joint and
several, the Borrower pledges and grants to the Bank a continuing security
interest in the following described property and all of its additions,
substitutions, increments, proceeds and products, whether now owned or later
acquired ("Collateral"):

1.  All securities and other property of the Borrower in the custody,
possession or control of the Bank (other than property held by the Bank solely
in a fiduciary capacity);
2.  All property or securities declared or acknowledged to constitute security
for any past, present or future liability of the Borrower to the Bank;
3.  All balances of deposit accounts of the Borrower with the Bank;
4.  The following additional property: All Corporate Assets of Alternate
Marketing Networks, Inc. (the "Borrower"); and  National Home Delivery, Inc.;
Newspaper Marketing Solutions; and Alternative Postal Direct, Inc. (the
"Guarantors"), including, but not limited to, Accounts Receivable, Inventory,
Machinery & Equipment, instruments, and general intangibles, as covered under
a Continuing Security Agreement.

Bank's Right to Setoff.  The Bank shall have the right at any time to apply
its own debt or liability to the Borrower or to any other party liable on this
note in whole or partial payment of this note or other present or future
liabilities, without any requirement of mutual maturity.

Representations by Borrower.  Each Borrower represents:  (a) that the
execution and delivery of this note and the performance of the obligations it
imposes do not violate any law, conflict with any agreement by which it is
bound, or require the consent or approval of any governmental authority or any
third party; (b) that this note is a valid and binding agreement, enforceable
according to its terms; and (c) that all balance sheets, profit and loss
statements, and other financial statements furnished to the Bank are accurate
and fairly reflect the financial condition of the organizations and persons to
which they apply on their effective dates, including contingent liabilities of
every type, which financial condition has not changed materially and adversely
since those dates.  Each Borrower, other than a natural person, further
represents:  (a) that it is duly organized, existing and in good standing
pursuant to the laws under which it is organized; and (b) that the execution
and delivery of this note and the performance of the obligations it imposes
(i) are within its powers and have been duly authorized by all necessary
action of its governing body; and (ii) do not contravene the terms of its
articles of incorporation or organization, its by laws, or any partnership,
operating or other agreement governing its affairs.

Events of Default/Acceleration.  If any of the following events occurs, this
note shall be due immediately, without notice, at the Bank's option.

1.  The Borrower or any guarantor of this note ("Guarantor") fails to pay when
due any amount payable under this note or under any agreement or instrument
evidencing debt to any creditor;
2.  The Borrower or any Guarantor (a) fails to observe or perform any other
term of this note; (b) makes any materially incorrect or misleading
representation, warranty, or certificate to the Bank; (c) makes any materially
incorrect or misleading representation in any financial statement or other
information delivered to the Bank; or (d) defaults under the terms of any
agreement or instrument relating to any debt for borrowed money (other than
the debt evidenced by this note) such that the creditor declares the debt due
before its maturity;
3.  There is a default under the terms of any loan agreement, mortgage,
security agreement, or any other document executed as part of the loan
evidenced by this note, or any guaranty of the loan evidenced by this note
becomes unenforceable in whole or in part, or any Guarantor fails to promptly
perform under its guaranty;
4.  A "reportable event" (as defined in the Employee Retirement Income
Security Act of 1974 as amended) occurs that would permit the Pension Benefit
Guaranty Corporation to terminate any employee benefit plan of the Borrower or
any affiliate of the Borrower;
5.  The Borrower or any Guarantor becomes insolvent or unable to pay its debts
as they become due;
6.  The Borrower or any Guarantor (a) makes an assignment for the benefit of
creditors; (b) consents to the appointment of a custodian, receiver, or
trustee for itself or for a substantial part of its assets; or (c) commences
any proceeding under any bankruptcy, reorganization, liquidation, insolvency
or similar laws of any jurisdiction;
7.  A custodian, receiver, or trustee is appointed for the Borrower or any
Guarantor or for a substantial part of its assets without the consent of the
party against which the appointment is made and is not removed within 60 days
after such appointment;
8.  Proceedings are commenced against the Borrower or any Guarantor under any
bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction,
and such proceedings remain undismissed for 60 days after commencement; or the
Borrower or Guarantor consents to the commencement of such proceedings;
9.  Any judgment is entered against the Borrower or any Guarantor, or any
attachment, levy, or garnishment is issued against any property of the
Borrower or any Guarantor;
10.  The Borrower or any Guarantor dies;
11.  The Borrower or any Guarantor, without the Bank's written consent, (a) is
dissolved, (b) merges or consolidates with any third party, (c) leases, sells
or otherwise conveys a material part of its assets or business outside the
ordinary course of business, (d) leases, purchases or otherwise acquires a
material part of the assets of any other corporation or business entity except
in the ordinary course of business, or (e) agrees to do any of the foregoing
(notwithstanding the foregoing, any subsidiary may merge or consolidate with
any other subsidiary, or with the Borrower so long as the Borrower is the
survivor);
12.  The loan-to-value ratio of any pledged securities at any time exceeds
N/A%, and such excess continues for five (5) days after notice from the Bank
to the Borrower;
13.  There is a substantial change in the existing or prospective financial
condition of the Borrower or any Guarantor which the Bank in good faith
determines to be materially adverse;
14.  The Bank in good faith deems itself insecure.

Remedies.  If this note is not paid at maturity, whether by acceleration or
otherwise, the Bank shall have all of the rights and remedies provided by any
law or agreement.  Any requirement of reasonable notice shall be met if the
Bank sends the notice to the Borrower at least seven (7) days prior to the
date of sale, disposition or other event giving rise to the required notice.
The Bank is authorized to cause all or any part of the Collateral to be
transferred to or registered in its name or in the name of any other person,
firm or corporation, with or without designation of the capacity of such
nominee.  The Borrower shall be liable for any deficiency remaining after
disposition of any Collateral.  The Borrower is liable to the Bank for all
reasonable costs and expenses of every kind incurred in the making or
collection of this note, including, without limitation, reasonable attorneys'
fees and court costs.  These costs and expenses shall include, without
limitation, any costs or expenses incurred by the Bank in any bankruptcy,
reorganization, insolvency or other similar proceeding.

Waiver.  Each endorser and any other party liable on this note severally
waives demand, presentment, notice of dishonor and protest, and consents to
any extension or postponement of time of its payment without limit as to the
number or period, to any substitution, exchange or release of all or part of
the Collateral, to the addition of any party, and to the release or discharge
of, or suspension of any rights and remedies against, any person who may be
liable for the payment of this note.  No delay on the part of the Bank in the
exercise of any right or remedy shall operate as a waiver.  No single or
partial exercise by the Bank of any right or remedy shall preclude any other
future exercise of it or the exercise of any other right or remedy.  No waiver
or indulgence by the Bank of any default shall be effective unless in writing
and signed by the Bank, nor shall a waiver on one occasion be construed as a
bar to or waiver of that right on any future occasion.

Miscellaneous.  The Borrower, if more than one, shall be jointly and severally
liable, and the term "Borrower" shall mean any one or more of them.  This note
shall be binding on the Borrower and its successors, and shall inure to the
benefit of the Bank, its successors and assigns.  Any reference to the Bank
shall include any holder of this note.  This note is delivered in the State of
Michigan and governed by Michigan law.  Section headings are for convenience
of reference only and shall not affect the interpretation of this note.

Information Sharing.  The Bank may provide, without any limitation whatsoever,
any information or knowledge the Bank may have about the undersigned or any
matter relating to this note and any related documents to BANK ONE
CORPORATION, or any of its subsidiaries or affiliates or their successors, or
to any one or more purchasers or potential purchasers of this note or any
related documents, and the undersigned waives any right to privacy the
undersigned may have with respect to such matters.  The Borrower agrees that
the Bank may at any time sell, assign or transfer one or more interests or
participations in all or any part of its rights or obligations in this note to
one or more purchasers whether or not related to the Bank.

Continued Validity.  This note embodies the entire agreement and understanding
between the Bank and the Borrower and supersedes, amends, replaces and
restates all prior agreements and understandings relating to its subject
matter, including but not limited to the terms and conditions of the Master
Demand Note dated November 26, 1996, from the Borrower to the Bank.

Waiver of Jury Trial.  The Bank and the Borrower knowingly and voluntarily
waive any right either of them have to a trial by jury in any proceeding
(whether sounding in contract or tort) which is in any way connected with this
or any related agreement, or the relationship established under them.  This
provision may only be modified in a written instrument executed by the Bank
and the Borrower.

Address:                            Borrower:

One Ionia S.W.                      Alternate Marketing Networks, Inc.
Suite 300
Grand Rapids, Michigan  49503-4145
                                    By: /s/ Sandra J. Smith
                                      Sandra J. Smith, Chief Financial Officer

<PAGE>
                         CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-88129) of Alternate Marketing Networks,
Inc. of our report dated March 16, 2001 relating to the financial statements,
which appear in this Form 10-KSB for the year ended December 31, 2000.

PRICEWATERHOUSECOOPERS, LLP

Grand Rapids, Michigan
March 28, 2001