UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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                      FORM 10-KSB
( Mark One )
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE
ACT OF 1934

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

          For the fiscal year ended February 28,2001

                Commission File number : ______________


                 ATLANTIC SYNDICATION NETWORK, INC.
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     (Exact name of Small Business Issuers in Its Charter)
             NEVADA                                     88-0325940
---------------------------------                    ----------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                   Identification Number)

6125 West Edna Ave., Las Vegas, Nevada                      89146
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(Address of principal executive offices)                   (Zip code)

                              (702) 388-8800
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                       (Issuer's Telephone Number)

     Securities registered under Section 12(b) of the Exchange Act:

 Title of Each Class                  Name of Each Exchange on Which
to be so Registered                  Each Class is to be Registered
-------------------                  ------------------------------
 n/a                                       n/a

       Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, Par Value $.001
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                           (Title of Class)

<PAGE>

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 10KSB
or any amendment to his Form 10-KSB.  (x)

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days.
( See definition of affiliate in Rule 12b-2 of the Exchange Act)

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of February 28,2001 the Company has issued and has outstanding 15,828,944
shares of Common Stock.


<PAGE>


<TABLE>
<CAPTION>
                     ATLANTIC SYNDICATION NETWORK, INC.
                           FORM 10-KSB
                         TABLE OF CONTENTS

 NO.           TITLE                                                PAGE NO.
<S>            <C>                                                    <C>
                          PART I

Item 1.      Description of Business...................................
Item 2.      Description of Property...................................
Item 3.      Legal Proceedings ........................................
Item 4.      Submission of Matters to a Vote of Security Holders ......

                              PART II

Item 5.      Market for Common Equity and Related Shareholder Matters..
Item 6.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations.......................
Item 7.      Financial Statements......................................
Item 8.      Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.......................

                              PART III

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act ........
Item 10.     Executive Compensation....................................
Item 11.     Security Ownership of Certain Beneficial Owners and
             Management................................................
Item 12.     Certain Relationships and Related Transactions............
Item 13.     Exhibit List and Reports on Form 8-K .....................

             Signatures  ..............................................

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION.  This Report
contains
statements that constitute "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act, 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. The words "expect",
"approximately","anticipate", "believe", "plan", "should", "scheduled",
"will","may", "projected" "benefit" "upcoming" "strategic" "demonstrated"
"quality", "added value" and similar expressions and variations thereof are
intended to identify forward-looking statements.  Such statements appear in a
number of places in this filing and include statements regarding the intent,
belief or current expectations of the Company, its directors or officers with
respect to, among other things,
(a) trends affecting the financial condition or results of
operations of the Company, (b) the business and growth strategies of the
Company, and (c) the Company's objectives, planned or expected activities and
anticipated financial performance.  The stockholders of the Company are
cautioned not to put undue reliance on such forward-looking statements.  Such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and the actual results may differ materially from
those projected in this Report, for the reasons, among others, discussed in
the Section "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Risk Factors".  The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date hereof.  Readers should
carefully review the "Risk Factors" described in other documents the Company
files from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10Q-SB filed or to be filed by the Company in
Calendar years 2000 and 2001 and any Current Reports on Form 8-K filed by the
Company.

<PAGE>

                        FORM 10-KSB

                           PART I


ITEM 1.             DESCRIPTION OF BUSINESS.


         Atlantic Syndication Network, Inc. (the Registrant) was originally
incorporated under the laws of the state of Nevada on September 25, 1978 as
Casino Consultants, Inc. Prior to September 1992 the Registrant was
non-operating. On September 15, 1992 the Registrant entered into an Agreement
and Plan of Reorganization with Ad Show Network, Inc., a Nevada corporation,
whereby the Registrant would acquire the assets of Ad Show Network, Inc.,
subject to liabilities, for shares of common stock in the Registrant. On
September 15, 1992, prior to completion of the asset purchase Casino
Consultants, Inc. changed its name to A.S. Network, Inc.

         On October 14, 1992, Casino Consultants, Inc. (A.S. Network, Inc.)
filed an Amendment to its Articles of Incorporation changing the corporate name
to Ad Show Network, Inc. On August 17, 1995, Registrant filed an amendment to
the Articles of Incorporation changing the name to Atlantic Syndication
Network, Inc.

         The asset purchase was accounted for as a tax free reorganization
under Section 368(a)(i)(c) of the Internal Revenue Code of 1986, as amended. As
a result, the acquiring Company, Casino Consultants, Inc. purchased 100% of the
net assets of Ad Show Network ($690,975) and transferred 4,500,000 shares of
its common stock in exchange for these assets. As this was an exempt isolated
transaction, the securities received in such a transfer shall not be registered
under federal or state securities laws.

          From the time of the asset purchase on September 25, 1992 until the
Registrant changed it's name on May 25, 1995 to Atlantic Syndication Network,
Inc., the Registrant's personnel and operations were engaged in the promotion
and advertising of local businesses and products in locations such as the U.S.
Post Offices through the use of automated computer kiosks. Successful
development and implementation of advertising operations occurred, however; the
U.S. Postal Service subsequently changed the U.S. Post Master and their
contract personnel and policy in dealing with third party contractors. In
making these changes the Postal Service caused the discontinuation of
operations by the Registrant in Post Offices throughout the Western U.S. The
Registrant's financial resources had been expended in developing this business
and with the cessation of its kiosk advertising in late 1995,  the Registrant
assigned the kiosk advertising operations to a third  party in 1996.  By
year-end February 1996, the Registrant had an accumulated  deficit in retained
earnings of ($755,999). Corporate assets of $210,711 were nearly all non-liquid
consisting primarily of organizational and development costs and fixed assets.

     Capitalized liabilities of the Registrant, private placement proceeds,
advances from principal shareholders and profit sharing partnerships have been
used to redirect the Registrant's endeavors in the design, development,
production  and distribution of multi-media, television production,
commercials, infomercials  and commissioned projects.


<PAGE>

     Registrant concentrates on the development, production, and distribution
of  television programs and specific projects created for domestic and
international  markets. The goal is to produce powerful, effective television
programming, third  party commissioned projects and to be known as a notable
provider of niche market television, corporate videos and infomercials.

     Registrant benefits by using Company-owned state-of-the-art post
production digital editing equipment.  The real-time editing and computer
graphic stations have 2D/3D animation capability and conforms to the necessary
technology required for broadcast. The company equipment allows the company to
produce its  television shows and videos at a reduced cost compared to
utilizing outside studios.

     Marketing and Distribution: Once production is complete, the Company
policy
is to purchase media on select television stations so that it owns the airtime,
secures its own advertisers, and receives 100% of the advertising income.
The sale of programming in this manner provides more control and in many
situations the advertisers equally benefit because they're able to better
control the time, day, and targeted audience of their commercials. With the
specific types of programming, advertisers are also willing to pay more for
their commercials to be broadcast to that specific target audience. The Company
also participates and also enters into a barter or no-license fee arrangement
with the broadcast stations so that it can share in the income generated by the
program from the sale of advertising created by the station. Another option is
for the Company to directly license its programming to cable, network, or
independent stations. Throughout the world, there are emerging markets and the
Company will have the opportunity to purchase, barter, sell outright or
license its programming to many of these new television stations, cable
channels, and distribution outlets.

     After shows have aired they have the potential of retaining a residual
value for generating additional and future income. The Company-owned projects
are copyright protected and available for distribution via satellite, cable,
and broadcast release.  Completed shows and series represent a long-term asset
and become inventory for the Registrant's video library.


     Library:  The Company policy has been to retain the proprietary rights
associated with the programming in its library. Unless the rights are sold
and/or granted to licensees, these rights are generally held in perpetuity.
The Company intends to add products to its video library by continuing to
produce quality programming as well as purchase completed programming to
distribute to television, cable, and the direct-to-video market. A library
that includes proprietary programming can be licensed, re-licensed and
distributed over a period of time and provide a long-term revenue stream.

     Pursue Co-Production Partnerships:  The Company intends to pursue and
evaluate potential business opportunities with co-financing partners for
various projects, with  the goal that risks may be shared.  The benefits will
include financial, complementary production skills and domestic or foreign
distribution for Registrant's projects.

     Internet and Alternative Distribution:  The Company is exploring ways to
benefit by the Internet and other alternative distribution for its
infomercials, corporate videos  and television programs. The Company has
secured www.TheStockShow.comm Website and is negotiating to secure a strategic
partnership in order to build and expand the concept  and distribution of
client corporate videos and it's scheduled weekly television show.














<PAGE>


ITEM 2.      DESCRIPTION OF PROPERTY.

      The Registrant maintains its corporate and production offices at 6125
West
Edna Ave. in Las Vegas, Nevada. This is a relocation within the Las Vegas area
during this fiscal year. The company found an extraordinary facility and
entered
into a long-term lease. With this new facility under lease, the Company
immediately created a master plan to include corporate offices, a production
studio, with various and permanent sets and an editing studio with the
necessary
editing equipment to fulfill all of ASNi production needs in-house.

ITEM 3       LEGAL PROCEEDINGS

     We are not a party to any pending legal proceedings and, to the best of
our
knowledge, no such action by or against us has been threatened. None of our
officers, directors, or beneficial owners of 5% or more of our outstanding
securities is a party to proceedings adverse to us nor do any of the foregoing
individuals have a material interest adverse to us.

ITEM 4      Submission of Matters to a Vote of Security Holders
      No matters were submitted to a vote of the company's stockholders during
the fourth quarter of the fiscal year ended February 28, 2001.

                         PART II


ITEM 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND
               RELATED SHAREHOLDER MATTERS.


     (a) MARKET INFORMATION: The Registrant's common stock is quoted in the
NASD Electronic Quotation Service under the symbol ASNi. The Registrant's
common stock price at close of business on February 28,2001 was $.07 per
share.

          PRICE RANGE: The following table is the range of the high and low
bids for the Registrant's common stock for each quarter within the last two
fiscal years as determined by over-the-counter market quotations. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.



                                         High           Low
     Fiscal Yr Ending
     Feb 29, 2000                       ______        _______

          First Quarter                 .25            .01
          Second Quarter                .25            .01
          Third Quarter                 .25            .01
          Fourth Quarter                .25            .125

     Fiscal Yr Ending
     Feb 28, 2001

          First Quarter                 .40            .06
          Second Quarter                .25            .06
          Third Quarter                 .23            .02
          Fourth Quarter                .15            .06


<PAGE>
         HOLDERS: The Registrant has approximately 151 common stock
shareholders.  This excludes the number of beneficial owners whose shares are
held in brokerage accounts.   The company believes that the number of
beneficial holders is in excess of this amount.

         DIVIDENDS: The Registrant has never paid a cash dividend. It is the
present policy of the Registrant to retain any extra profits to finance growth
and development of the business. Therefore, the Registrant does not anticipate
paying cash dividends on its common stock in the foreseeable future.

     (b) RECENT SALES OF SECURITIES: The Registrant had the following stock
issuances within the last fiscal year as described below. All such shares were
sold by the officers and directors of the Registrant and no underwriters were
utilized.


                 FISCAL YEAR ENDING FEB 28,2001
                  March 1, 2000 to February 28,2001


DATE     CLASS   # OF SHARES    AMOUNT   Per Share   CONSIDERATION    NAME

3/6/00  Common     10,000        $5,000      .50        Purchase     Trice
3/6/00  Common      5,000         2,500      .50        Purchase     McPherson
3/9/00  Common      5,000         2,500      .50        Purchase     Parker
3/27/00 Common      1,000            60      .06  Services Rendered  Nielson
4/7/00  Common      5,000         2,500      .50        Purchase     Gignac

5/20/00 Common      4,000           240      .06  Services Rendered  Nielson
5/25/00 Common      5,000         1,750      .35        Purchase     Omernik
6/1/00  Common      2,500           150      .06  Services Rendered  Martinez
6/1/00  Common     10,000           600      .06  Services Rendered  Wyatt, Sr.
6/1/00  Common     10,000           600      .06  Services Rendered  S. Wyatt
6/1/00  Common     10,000           600      .06  Services Rendered  Shadlaus
6/1/00  Common     10,000           600      .06  Services Rendered  Dale
6/2/00  Common     50,000         3,000      .06  Services Rendered  Wyatt, Jr.
6/2/00  Common    100,000         6,000      .06  Services Rendered  Crocker,
Jr.
6/2/00  Common     20,000        10,000      .50        Purchase     Harjung
6/12/00 Common     11,000         5,500      .50        Purchase     Holst
6/22/00 Common     50,000        25,000      .50        Purchase     Omernik
6/26/00 Common  1,500,000       750,000      .50        Purchase     Omernik
7/15/00 Common      4,000         2,000      .50        Conversion    Marks
7/15/00  Common     5,000           300      .06  Services Rendered  Raimondi
7/17/00  Common    10,000           600      .06  Services Rendered  Edwards
7/24/00  Common     25,000        12,500     .50      Purchase       Omernik

1/17/01  Common      2,000           120     .06  Services Rendered  Spradlin
-------   ------    -------         ------   ----   -------------   ---------



                    EXEMPTIONS FROM REGISTRATION:

With respect to the issuance of all of the common shares listed at Item 5(b),
such issuances were made in reliance on the private placement exemptions
provided  by Section 4(2) of the Securities Act of 1933, as amended (the
"Act"), SEC  Regulation D, Rule 505 of the Act ("Rule 505") and Nevada Revised
Statutes  Sections 78.211, 78.215, 73.3784, 78.3785 and 78.3791 ( collectively,
the  "Nevada Statutes").

         In each instance, each of the share purchasers had access to
sufficient information regarding the Registrant so as to make an informed
investment decision. More specifically, each purchaser signed a written
subscription agreement with respect to their financial status and investment
sophistication wherein they warranted and represented, among other things, the
following:

    1.   That he had the ability to bear the economic risks of investing
 in the shares of the Registrant.

<PAGE>

    2.   That he had sufficient knowledge in financial, business, or
investment matters to evaluate the merits and risks of the investment.

    3.   That he had a certain net worth sufficient to meet the
suitability standards of the Registrant.

    4.   That the Registrant has made available to him, his counsel and
his advisors, the opportunity to ask questions and that he has been
given access to any information, documents, financial statements,
books and records relative to the Registrant and an investment in the
shares of the Registrant.

ITEM 6    Management's Discussion and Analysis of Financial Condition
          and Results of Operations

     The Registrant develops, produces, and distributes entertaining,
educational,  and informational television programming. The Company endeavors
to present programming on network, cable and public television as well as the
direct-to-video market.

Production Schedule includes:

Masters of the Martial Arts

"Masters of the Martial Arts Starring Sho Kosugi"  is a series that involves
interviews and demonstrations on location at different locales in the Orient
with  grand masters in different disciplines of the martial arts.  The host of
the series is Sho Kosugi, seven-time karate world champion, and star of
numerous martial arts films such as "Black Eagle" with Jean-Claude Van Damme,
"Blind Fury" with Rutgar Hauer,  "Pray for Death", "Revenge of the Ninja" and
others.  This series aired for two years on (ICN)  International Channel
Network.  The show is not currently airing or generating income but the
Company is planning to restructure this show for airing and. The Company also
plans
to produce and distribute videotapes for sale that will include various Martial
Artists who appear on these shows.

Ninjaerobics (TM).

An outgrowth of the interest in martial arts has been the development of
exercise classes which focus  on martial art techniques and self defense.
ASNi, recognizing this opportunity, designed and developed "Ninjaerobics", a
series of exercise tapes that combines aerobics and self-defense.  Several of
these shows were produced but as of this date the company has not secured a
sponsor or joint venture partnership for this series.  The Company believes
that Mr. Kosugi's  worldwide fame as The Ninja will provide the added impetus
for  ASNi to market this videotape series through select retail and video
outlets, television infomercials and the Internet.

THE STOCK SHOW (TM)

"The Stock Show" is an interview and news format show that introduces public
companies  to the general public.  The need for small companies to create
visibility offers significant business potential for this series. Publicity is
essential for these companies as they  compete for investment dollars with the
more established or blue chip companies. Public  or non-public company guests
who appear  on The Stock Show benefit by the visibility that television
provides while  promoting their company product or services. The nature of
questions addressed during interviews includes those that are targeted at the
company's latest product or services offered, its  key management, company
innovations and company goals.  The show does not promote any particular
company or stock, does not offer investment advice and specifically avoids
discussing the guest company stock market performance and/or its offerings.

<PAGE>

Business news presented includes press releases provided to the general public,
current events that are timely and relevant as reported in business magazines
such as Wall Street Journal, Forbes, and others.

Intervention Shatters alcohol and drug Addiction

Recognizing the importance and benefit of reaching families in crisis due to
alcohol and drug addiction, ASNi created, developed and is completing its
production and videotape project focusing on Intervention, a proven path to
treatment and recovery for the disease of alcohol and drug addiction.
The educational videotapes, entitled, "INTERVENTION SHATTERS ALCOHOL & DRUG
ADDICTION",  are currently in post-production and are scheduled for  airing and
distribution during this fiscal year.  They will be offered for sale via 1 and
2-minute infomercials and commercials aired on television with an (800) number
provided for call-ins.  Other outlets for distribution include magazines and
the internet.

It is anticipated that revenues will come from the sale of videotapes to
viewers, institutions, and agencies concerned with drug and alcohol abuse. The
company intends to make in-home drug tests available with the videotapes at a
discount from the retail market price.  These in-home drug tests are becoming
more popular with parents of teenagers and they are fast, accurate and easy to
use. It provides the opportunity to test simultaneously for single or multiple
drug  use of marijuana, methamphetamines, cocaine, heroin and others at cut off
levels consistent with the National Institute of Drug Abuse.

ASNi intends to purchase product from a manufacturer/wholesaler and supplier of
rapid diagnostic test products used by professional clinicians as well as sold
over-the-counter to the consumer market.  ASNi will  place individual  purchase
orders with the supplier at the time it begins marketing the drug educational
videotapes.  To highlight the home drug test kit potential, it is noted that
the sale of in-home drug test kits is one of the fastest growing segments of
the  pharmacological industry.

"Intervention Shatters Alcohol & Drug Addiction" has been developed and
videotaped but postponed due to production problems and
setbacks. The production problems are being corrected so that post production
can complete the videotapes for release to the public. It is anticipated that
the completion, airing and distribution of these videotapes will take place
during this fiscal year.  Registrant will allocate 2.5% of the net earnings
from
the 'Intervention' project to either the 'Angel Heart Foundation' or another
drug education program to be selected.

REVENUES FROM OPERATIONS CAN BE DERIVED FROM:

     Primary Income:  Show revenues are generated from (1) sale of advertising
and promotions to be shown during the show;  (2) companies sponsoring the show
because of its content.

     Secondary Income is generated by: (1) third party consulting services
pertaining to project development; script, layout, production, editing and
distribution of the product (2) third party video post production services and
(3)  videotape sales.  Additional revenues may be derived from the sale of
related products advertised during the course of a show that complement and add
value to the original product or videotape being sold on television.

<PAGE>



     Revenue for in-house production is recognized  at time of distribution.
Revenue is recognized for outside third party production as work is completed.


RESULTS OF OPERATION.


During fiscal year ending February 28, 2001, the loss of ($441,228) is compared
to February 29, 2000 fiscal year end loss of ($236,802). During the period,
ASNi
relocated its corporate and production facilities to a permanent location.
Resources were allocated and used to transform this property into executive
offices and a state of the art production facility.

     ASNi's primary focus for 2001 included the following: a) completion of its
full reporting status with the SEC, b) relocation of its corporate
offices/facility, c) design and construction of studio and sets. Subsequently,
Company shows were not being produced and/or aired on television. It is
anticipated that during fiscal year 2002 and thereafter, the company's in-house
show productions will resume. Therefore, once
these shows are airing, the primary source of income will be advertisers and
sponsors of ASNi's shows.

     The Company's shows and developed projects are the principal assets of the
Registrant. By the end of fiscal year (February 28,2001) the Company had
produced
and aired 'Masters of the Martial Arts', a weekly series that aired for two
years
on ICN (International Channel Network). The Ninjaerobics show pilot and The
Stock
Show have also been developed, produced and aired regionally. The Company has
also developed a show called The Franchise Connection. These shows are
currently
not airing or generating income.

     The Company has sustained operations with limited revenues during a period
that's been devoted primarily to design, development, and packaging of its
shows. The Company has created necessary brochures, marketing tools, and
developed advertising campaigns for its upcoming infomercial "Intervention" and
"The Stock Show". Management has developed relationships with various media
buyers and public relations firms to distribute its shows and has secured
vendors to supply various products to be used as added value in the marketing
of its infomercials, television shows and videotapes.

     There was no Federal Tax expense for the year ended February 28,2001.
The Registrant has a tax loss benefit to carry-forward of $1,734,716 which
is available to offset future tax liabilities.





<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The registrant's cash position at February, 28, 2001, was $78,738, an
increase of $76,663 from February 29, 2000. This increase was attributed to the
successful sale of stock valued at $736,125 (1,472,250 shares) and operating
expenses of $357,504, interest paid of $15,532, increase in equipment and other
assets of $70,023 and a reduction in debt of $174,270.

     Working capital at February 28,2001 was $106,050) .
However, the current liabilities included $48,234 due the principal
stockholder. Although this is currently due, no demand has been made upon the
company for payment.

     Registrant has converted $2,000 of debt into 4,000 common shares
of stock at an average price of $.50 during the fiscal year-ending February
28,2001.  It is the intent of the Company to continue its effort to convert
debt into equity when possible.

SUBSEQUENT EVENTS

     Property Lease

As of March 1, 2001, ASNi entered into a property lease with Kent Wyatt,
President and CEO of ASNi, to lease corporate office space as well as
studio/production facilities. This is a standard 5-year commercial lease with a
3-year option. This lease included rent concessions for 'Building Improvements'
made by the tennant.

     Personality Contracts

ASNi has negotiated with and signed entertainment talents to enhance the
quality
of our programming. Bill Acosta, the man of 1001 voices, and CC Carr, a woman
of
distinction, were signed to assist and enhance The Stock Show.

     Air-time Commitment

ASNi was able to negotiate and secure air-time via a short term contract to air
its shows via cable networks such as UPN, Jones, Cox, Daniels, etc. and will be
seen in over 80 cities that includes approximately 10,000,000 households.
Release of the Stock Show has been postponed and the Company is
currently negotiating to expand distribution of its television shows to include
over 200 cities. Distribution will include independent stations, cable, and
many
of the network affiliate channels nationwide.

RISK FACTORS

The Company's business is subject to numerous risk factors, not all of which
can be known or anticipated and any one of which could adversely impact the
Company or its financial condition.  Some of those risk factors are a follows:

Nature of the Entertainment Industry: The television, merchandising and direct
-to-video industries are highly speculative and historically have involved a
substantial degree of risk.  The success of a television show, series or video
production depends upon unpredictable and changing factors such as audience
acceptance, which may bear little or no correlation to the Company's production
and other costs.  Audience acceptance of the Company's products represents a
response not only to the artistic components of the  products, but also to
promotion by the distributor, the availability of alternative forms of
entertainment and leisure time activities, general economic conditions and
public taste generally, and include other intangible factors, all of which
change rapidly and cannot be predicted with certainty.  Therefore, there is a
substantial risk that some or all of the Company's projects will not be
commercially successful, resulting in costs not being recouped or anticipated
profits not being realized.

Competition:  The creation, development, production and distribution of
television programming, together with the exploitation of the proprietary
rights related to such programming, is a highly competitive business.  We
compete with producers, distributors, licensors and merchandisers, many of whom
are larger and have greater financial resources than we  do.  Although the
number of outlets available to producers has  increased with the emergence of
new broadcasters, the number of time slots available to independent producers
remains limited.  Moreover, because license fees in the  United States have
dropped substantially recently, companies that do not rely on U. S. broadcast
license fees to finance the production of  programming have achieved a
competitive advantage.  These companies now serve as an additional source of
competition for the limited slots available to independent companies. As a
result of these factors, the Company cannot make assurances that we will be
able to remain competitive.


Failure to License: Renew Licenses or Production Agreements.  There can be no
assurance that any existing programs or programs in production by the Company
will be licensed, re-licensed for additional broadcast seasons or renewed for
production or, if so re-licensed or renewed, that the terms of the license
agreements, production or broadcast agreements will be as favorable to the
Company as the previous, existing or projected agreements.

<PAGE>

The Company's current programs may not sustain their popularity and the new
programs may not become popular.  Each program (or show) is an individual
artistic work, and consumer reaction will determine its commercial success.
The Company cannot assure stockholders that we will be able to continue to
create entertaining episodes for its existing programs or that it will be able
to create new programs that are appealing for broadcasting.

Dependence upon Key Personnel:  Registrant's success depends to a significant
extent upon the expertise and services of Kent Wyatt, our President and Chief
Executive Officer.  Although the Registrant has agreements with  other key
management personnel. the loss of services of Mr. Wyatt and/or other key
management personnel could have an adverse effect on the Company business,
results of operations and financial condition.  Registrant does not currently
carry "key man" life insurance policies on any of the Company executives.

ITEM 7  Financial Statements


               ATLANTIC SYNDICATION NETWORK, INC.

                       TABLE OF CONTENTS

                       FEBRUARY 28, 2001



INDEPENDENT AUDITORS' REPORT .................................F-1


FINANCIAL STATEMENTS:

     Balance Sheets ..........................................F-2

     Statements of Operations.................................F-3

     Statements of Stockholders' Equity.......................F-4

     Statements of Cash Flows.................................F-5


NOTES TO FINANCIAL STATEMENTS.................................F-6


<PAGE>

     Independent Auditors' Report

                    Independent Auditors' Report

 To:  Board of Directors
        ATLANTIC SYNDICATION NETWORK, INC.
        Las Vegas, Nevada

   We have audited the accompanying balance sheets of ATLANTIC SYNDICATION
NETWORK,INC., (a Nevada corporation) as of February 28, 2001 and February 29,
2000 and the related statements of operations, stockholders' equity, and cash
flows for each of the two years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an
opinion on these financial statements based on our audit.

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

   In our opinion, the financial statements referred to in the first paragraph
above present fairly, in all material respects, the financial position of
ATLANTIC SYNDICATION NETWORK, INC.  at February 28, 2001 and February 29, 2000
and the results of its operations and cash flows for the years then ended, in
conformity with generally accepted accounting principles in the United States
of
America.

   /S/ Richard Sellers
   Sellers & Associates, P.C.
   May 11, 2001
   Ogden, Utah

                                      F-1
<PAGE>

                   ATLANTIC SYNDICATION NETWORK, INC.
                           Balance Sheets
                         As Of Years Ending,
                                      February 28,          February 29,
                        A S S E T S          2001                2000

Current Assets
          Cash                        $    78,738         $    2,075
          Note Receivable from
           Minority Stockholder            55,000
          Prepaid Expenses & Deposit       48,232                -
                                         ----------          ---------
             Total Current Assets          181,970             2,075
                                        ------------         ---------

Property and Equipment, Net                 51,936             17,076
                                          ---------           -------
         Net Property and Equipment         51,936             17,076
                                          --------             ------

Other Assets
          Project Development Costs        400,219            384,979
          (Accumulated) Amortization
             Project Development Costs    -240,468           -168,723
          Prepaid Rent & Deposit            11,350               -
                                          ---------           --------
                    Net Other Assets       171,101            235,407
                                         ------------       ------------

                                      $    405,007       $    235,407
                                         ------------       ------------
   L I A B I L I T I E S   A N D   S T O C K H O L D E R S ' E Q U I T Y

Current Liabilities
          Accounts Payable             $    11,951        $    30,848
          Term Debt - Current Portion        5,435              9,147
          Refundable Deposits               10,000             10,000
          Note Due To Stockholder           48,234            108,563
          Notes Due To Officers                 -              45,000
          Deposit For Project Development       -                 -
                                         ------------       ------------

        Total Current Liabilities           75,620            203,558
                                         ------------       ------------
Long-Term Liabilities                       17,124             29,353
                                         ------------       ------------
                    Total Liabilities       92,744            232,911
                                         ------------       ------------
Stockholders' Equity
          Preferred Stock, $.01 Par Value
             Authorized 500,000 Shares,
             Issued and Outstanding- None      -                   -
          Common Stock, $.001 Par Value,
             Authorized 50,000,000 Shares,
             Issued and Outstanding
             15,828,944 Shares at 2-28-01
             and 13,977,440 Shares at 2-29-00  15,829        13,974
          Additional Paid-In Capital        1,275,632       526,492
          Accumulated (Deficit)              -979,198      -537,970
                                         ------------       ------------
                Net Stockholders' Equity      312,263         2,496
                                         ------------       ------------

       Total Liabilities and
              Stockholders' Equity   $        405,007   $   235,407
                                         ------------     ------------

See Accompanying Independent Auditor's Report and Notes
to the Financial Statement

                                       F-2

<PAGE>


ATLANTIC SYNDICATION NETWORK, INC.
Statements of Operations
For the Years Ended,

                                  February 28,         February 29,
                                       2001                 2000
                                    -----------            -------------

Revenues                               $    -               $    25,000
                                    -----------            -------------
Operating Expenses
          Amortization              $  71,745               $    71,701
          Depreciation                  8,573                     7,814
          Interest                     15,632                    17,124
          Bad Debt                     -                         -
          All Other Costs             372,744                   225,028
          (Less) Capitalized as
          Project Development Costs   -15,240                   -59,865
                                    -----------            -------------

      Total Operating Expenses        453,454                   261,802
                                    -----------            -------------

Income (Loss) from Operations       -453,454                   -236,802

      Interest Income                  12,226                       -

Forgiveness of Debt                      -                    -

(Loss) on Sale of Investment             -                     -
                                    -----------            -------------

Net (Loss) Before Income Taxes       -441,228                  -236,802

Provision for Income Taxes               -                     -
                                    -----------            -------------
Net (Loss)                       $    -441,228            $    -236,802
                                    ===========            =============



Basic Net (Loss) Per Share
    of Common Stock            $    -0.02               $    -0.02
                                   ===========            =============

Weighted Average Shares
Outstanding During the Period       15,303,582               13,318,115
                                    ==========             ===========



SEE ACCOMPANYING INDEPENDENT AUDITOR'S REPORT AND NOTES TO THE
FINANCIAL
STATEMENT




                                          F-3
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Statements of Stockholders' Equity
Years Ending February 28, 2001 and February 29, 2000


                                      Additional
                          Common Stock    Paid-In-     Accumulated   Total
                        Shares    Amount   Capital      (Deficit)   Equity

Bal. as of
    Feb 28, 1999,      13,667,100  $13,667  $1,198,602  $-1,057,167  155,102
  as initially reported

Recapitalization Retroactively
  recognized                                 -755,999      755,999
                     -----------  ---------  ----------   ---------- --------

Adjusted balance as of
  February 28, 1999   13,667,100    13,667     442,603     -301,168   155,102

     Net (Loss) for the year ended
          February 29, 2000                                -236,802  -236,802

     Stock warrants issued for
          services rendered                       325                   325

     Sale of unregistered
          stock            93,000    93        40,407                40,500

     Debt converted to
         stock             69,344    69        34,602                34,671

     Stock for services
        rendered          145,000   145         8,555                 8,700
                          -------   -----     --------     ---------  -------

Balance as of
   February 29, 2000  13,974,444   $13,974   $ 526,492    $-537,970  $ 2,496

     Net (Loss) for the year ended
          February 28, 2001                                -441,228  -441,228

     Sale of unregistered
        stock         1,636,000     1,636      734,489                736,125

     Debt coverted to
        stock             4,000      4        1,996                     2,000

     Stock for services
        rendered         214,500    215      12,655                   12,870
                        -------     -----     --------     ---------  -------
Balance as of
February 28, 2001     15,828,944  $ 15,829   $ 1,275,632  $ -979,198 $312,263
                     ==========    =======   ==========    ========   =======



See Accompanying Independent Auditors Report and Notes to the Financial
Statement




                                        F-4
<PAGE>
ATLANTIC SYNDICATION NETWORK, INC.
Statements of Cash Flows
For the Years Ended,

                                               February 28,   February 29,
CASH FLOWS FROM OPERATING ACTIVITIES              2001        2000
-------------------------------------            -----------    -----------
  Net Income (Loss)                            $ -441,228     $ -236,802
    Adjustments to Reconcile Net Income
       to Cash Flows from Operating Activities
      Depreciation                                  8,573          7,814
      Amortization                                 71,145         71,701
      Stock Issued For Services in Lieu of Cash     12,870         8,700
      Decrease in Assets Held For Sale                 -          20,000
      Decrease in Prepaid Expenses                -48,232              -
      Increase (Decrease) in Accounts Payable     -18,897          9,180
      Increase (Decrease) in Deposit For Project
        Development                                   -         -100,000
                                                 --------      -----------

    Total Adjustments                              26,059         17,395
                                                 --------      -----------

    Net Cash Provided (Used) by Financing
         Activities                              -415,169        -219,407
                                                 --------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
  (Increase) in Property & Equipment               -43,433       -1,516
  (Increase) in Other Assets                     -26,590         -38,609
                                                 --------      -----------
  Net Cash (Used) by Investing Activities          -70,023      -40,125
                                                 --------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
-------------------------------------
  Increase (Decrease) in Notes Payable           -13,941        -14,360
  Increase (Decrease) Funds Loaned to Minority
    Shareholders                                 -55,000            -
  Increase (Decrease) Funds Advanced by
    Shareholder                                 -105,329          69,648
  Funds Raised from Stock Issued                 736,125          40,500
  Funds Raised from Stock Warrants Issued             -              325
                                                 --------      -----------
  Net Cash Provided (Used) by Financing
    Activities                                   561,855          96,113
                                                 --------      -----------
Increase (Decrease) in Cash and Cash Equivalents 76,663         -163,419

Cash at Beginning of Period                       2,075          165,494
                                                 --------      -----------
Cash at End of Period                        $   78,738      $     2,075
                                               ==========     ============

SUPPLEMENTARY CASH FLOW INFORMATION
------------------------------------
          Interest Paid                      $    15,632 $       17,124
                                                 --------      ---------
Non-Cash Items:

          Debt Converted To Stock          $       2,000    $    34,671

          Stock Issued For Services               12,870          8,700
                                                 =======        =======


See accompanying Independent Auditor's report and
Notes to the Financial Statement

                                      F-5
<PAGE>

NOTE 1 - Business Activity

     The Company has been developing infomercials, business and informational
     shows to air on television.  It has focused on developing nich marketing
     television shows.  For the past five years the Company has concentrated on
     completion of its fully reporting status with the SEC and development
     specialty shows.  For example, one show highlights businesses, their
     product or service,  and their key leadership on its "Stock Show."
     Another deals with illegal drug use and is geared towards assisting the
     drug user as well as those significantly involved, such as family and
     schools, in how to deal with and overcome the misuse of drugs.

     The Company has continued to sustain operating losses.  However, the
     Company now has its own full production studio in place and the necessary
     production equipment to produce and develop its own shows.  Contracts to
     air the Stock Show have been consummated and the necessary contracts for
     talent and staff have been completed.  Management anticipates the Company
     will begin to report profits and be fully operational during the coming
     fiscal year.  Management intends to secure additional funding through
     joint ventures and/or private placements.

NOTE 2 - Summary of Significant Accounting Policies

     Basis of Presentation

     Atlantic Syndication Network, Inc.  (ASNI), prepares its books and records
     on the accrual basis for financial reporting and the cash basis for income
     taxes.  The accompanying financial statements represent the transactions
     for the fiscal years ending, February 28, 2001 and February 29, 2000.

     Business Activity

     The Company incorporated September 25, 1978 under the laws of the State of
     Nevada, under the name of Casino Consultant's, Inc.  On September 15,
     1992, the Company was renamed to A.S. Network, Inc. and then immediately
     renamed to Ad Show Network, Inc.  It was later renamed again to Atlantic
     Syndication Network, Inc., on May 25, 1995.

     The Company concentrates on the development, production, and distribution
     of niche-market television programs, commercials, infomercials and
     ancillary products designed for domestic and international markets.

     The Company is authorized to issue up to 50,000,000 shares of common
stock,
par value
     $0.001 and 500,000 shares of preferred stock, par value $0.01.

                              F-6



NOTE 2 - Summary of Significant Accounting Policies - Continued

     Property and Equipment and Intangible Assets

     Property and equipment are valued at cost.  Depreciation is provided by
     use of the straight-line method over the estimated useful lives of the
     assets.  Useful lives of the respective assets are five years.  Initial
     organization costs and franchise development costs are fully amortized.
     Fully depreciated assets are written off the year after they are fully
     depreciated or amortized.

     Upon the sale or retirement of property and equipment the related cost and
     accumulated depreciation are eliminated from the accounts and the
     resulting gain or loss is recorded.  Repairs and maintenance expenditures
     that do not extend the useful lives are included in expense during the
     period they are incurred.

     Projects Development Costs

     The Company determines the cost outlays incurred on project development
     costs by assigning all direct costs and a portion of indirect costs to the
     projects worked on.  It then capitalizes those costs incurred in projects
     determined to have an extended useful life beyond the current year.

     Development and production of shows may or may not be used more than once.
     This in large measure is because of the changes in television programming
     and audience interest as well as technological changes that occur in the
     communication and media fields.  Consequently, the Company has opted to
     write off the costs of developing and producing show materials used by the
     Company over time instead of by use.  The Company presently amortizes such
     costs over five years on a straight line basis.

     The Company evaluates the status of project development costs.  If the
     Company determines the net book value of product development costs as
     capitalized as "other assets"on the balance sheet is worth less than what
     is reported on the financial statements it will write the asset down.

     Use of Accounting Estimates

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

                              F-7


NOTE 2 - Summary of Significant Accounting Policies - Continued

     Impairment of Long-Lived Assets

     It is the Company's policy to periodically evaluate the economic recover
     ability of all of its long-lived assets.  In accordance with that policy,
     when the Company determines that an asset has been impaired, it recognizes
     the loss on the basis of the discounted future cash flows expected from
     the asset.

     Fair Value of Financial Instruments

     The methods and assumptions used to estimate the fair value of each class
     of financial instrument are as follows:

     Cash and cash equivalents, receivables, notes payable and accounts
     payable, refundable deposits, due to stockholder, deferred income:

          The carrying amounts approximate fair value because of the short
          maturity of these instruments.

     Long-term liabilities:

          The carrying amounts of the Company's borrowing (See note 3) under
          its short and long-term, convertible notes and revolving credit card
          agreements approximate fair value because the interest rates are
          either fixed or vary based on floating rates identified by reference
          to market rates.  The carrying amounts and fair values of long-term
          debt are approximated to be one and the same at February 28, 2001
          and February 29, 2000 respectively.

     Revenue Recognition

     Revenue is recognized from sales other than long term contracts when a
     product is shipped, a show is aired on the media, and services including
     consulting are performed.  Revenue on long-term contracts is accounted for
     principally by the percentage of completion, or at the completion of
     contractual billing milestones when possible.  At February 28, 2001 and
     February 29, 2000 there are no long-term contracts requiring revenue
     recognition.



                              F-8





NOTE 2 - Summary of Significant Accounting Policies - Continued

     Income Taxes

     The Company has adopted the provisions of statements of Financial
     Accounting Standards No. 109, "Accounting for Income Taxes," which
     incorporates the use of the asset and liability approach of accounting for
     income taxes.  The asset and liability approach requires the recognition
     of deferred tax assets and liability for the expected future consequences
     of temporary differences between the financial reporting basis and tax
     basis of assets and liabilities.

     Statement of Cash Flows

     For purpose of the statement of cash flows, the Company considers all
     highly liquid investments with a maturity of three months or less to be
     cash equivalents.

     Net Income (Loss) Per Share

     Basic net income or loss per share is computed by dividing net income or
     loss by the weighted average number of common shares outstanding.

NOTE 3 - Property and Equipment

     Property and equipment consisted of the following at,

                                              February 28,    February 29,
                                                  2001            2000

          Equipment                            $ 51,000         $ 37,980
          Software                                1,171              923
          Leasehold Improvements                 30,164              -

               Total Property and Equipment      82,336           38,903
               (Less) Accumulated Depreciation ( 30,400)         (21,827)

               Total Property and Equipment, Net$ 51,936        $ 17,076




                              F-9




NOTE 4 - Term Debt

     Term debt consisted of the following at,
                                              February 28,    February 29,
     Note Payable                                 2001            2000
     Payable to a financial institution, secured by selected
     equipment, monthly payment $362 for 18 months,
     interest at 21.3%.                        $  5,462       $   8,187

     Notes Payable
     Over the years, the Company has issued unsecured demand
     notes payable to trade accounts payable creditors.
     The aggregate unpaid balance is:            2,007           12,421

     Credit Cards
     Pledged by personal guarantee of
            major stockholder                    -                  405

     Convertible Notes Payable
     Under a private placement issue, stock is sold along with
     convertible notes (See Note 6).  Since these unsecured
     notes can be converted to stock, they are reported as
     long-term debt.                         15,090               38,178

     Total Notes Payable                     22,559               38,500

     (Less) Current Portion                  (5,435)              (9,147)

     Total Long-Term Debt                   $ 17,124            $ 29,353

     Scheduled future maturities of notes payable at February 29, 2000 are as
follows:

                     Year Ending
               Last Day of February,

               2002                $ 5,435
               2003                  2,034
               2004                     -
               2005                     -
               2006                     -
               2007 & After          15,090
                                   -----------
                   Total             $22,559

                              F-10

NOTE 5 - Related Party Transactions      February 28,    February 29,
                                             2001           2000

     Monies have been advanced to the Company
     by the Company's principal shareholder.
     Interest of $7,080 and $11,632 are accrued at 10%
     as of the end of February 2001 and 2000 respectively.
     The amount remaining due is:
                                        $  48,234           $ 153,563

     During the year ended February 28, 2001 the Company issued 40,000 shares
     to the Board of Directors for services for a value of $2,400.  Another
     50,000 shares was issued to the son of the principal shareholder for
     services rendered.

NOTE 6 - Common Stock

     Two convertible notes totaling $9,600 plus interest of $5,490 for a total
     of $15,090 remain from a private placement previously issued.  These notes
     bear interest at 10% and/or can be common stock (See Note 4).

     As of February 28, 2001, there are 15,828,944 shares issued and
     outstanding.  Of this amount, 905,300 shares are free trading whereas
     14,923,644 shares have been or still are restricted subject to Rule 144 of
     the 1933 Securities and Exchange Act.

     An existing stock warrant plan, expiring February 28, 2009, provides for
     members of the Board of Directors to receive a total of 325,000 stock
     warrants.  This gives them the right to buy 325,000 share of stock at $.25
     per share.  No warrants have been exercised.

NOTE 7 - Recapitalization of Equity

     As of February 29, 1996 the Company had ceased its activities and
     operations with the United States Postal Service and the Kiosk Program.
     Management, desiring to measure the results and activity of what it has
     strived to do since February 29, 1996, has recapitalized its equity
     accounts retroactively with an effective date as of February 28, 1999.
     Accordingly, the entire accumulated deficit reported at February 29, 1996
     of $755,999 has been reclassified against Paid in Capital and eliminated
     the accumulated deficit reported as of February 29, 1996.  Refer to the
     Statement of Stockholders' Equity.




                              F-11




NOTE 8 - Lease Commitments

     In July 1997, the Company entered into two equipment leases for computer
     equipment used for digital editing in the production of television shows.
     The Company pays a total of $1,540 monthly for 5 years (to July 2002).  At
     the end of the lease period the Company can buy the equipment for
     approximately $3,000.  The lease expense for each year ending the last day
     of February 2001 and 2000 is $18,480.  Remaining lease commitment is
     $18,480 for the fiscal year ending February 28, 2002 and $7,700 for the
     fiscal year ending February 28, 2003.

     The Company rents facilities in Nevada on a month-to-month basis and it is
     not a capitalized lease.  The Company has now entered into a 5 year lease
     with a 3 year renewal starting March 1, 2001.  The monthly commitment is
     $6,850 for offices including a separate building for production and
     editing studios.  The Company receives a $500 per month offset for the
     first 5 years to help pay for leasehold improvements the Company incurred.

NOTE 9 - Deposit For Project Development

     In January 1999, the Company received $100,000 as a deposit for a project
     development from an investor.   The project entails developing and
     marketing an infomercial to promote video-tapes related to drug and
     alcohol addiction.  The Company and the investor in this project have
     entered into a profit participation agreement that takes affect after
     marketing begins.  All costs associated with the development and marketing
     of this project are reimbursed by the project before profits are
     disbursed.  Rights to the project remain in the hands of the Company.

     The company and the investor entered into an agreement whereby the
     investor was allowed to take $25,000 out of the $100,000 and apply it as
     payment in full on an advertising project the Company did for the investor
     during the year ending February 29, 2000.  As of February 28, 2001, the
     net investment of $75,000 has been applied against the cost in the project
     leaving the Company with a net investment in the project of approximately
     $106,000.  Management believes the project will be completed and ready for
     marketing during the fiscal year ending February 28, 2002.






                              F-12





NOTE 10 - Income Taxes


                                             February 28,     February 29,
     (Loss) before income taxes consisted of:    2001              2000

     Total                                 $ (441,228)     $   (236,802)

     The provision for income taxes consisted of:

     Current income taxes
       Federal                            $      -         $        -
       State (Nevada)                            -                  -

     Total                                $      -         $        -


     The provision for income taxes is different from that which would be
     obtained by applying the statutory Federal income tax rate to income
     (loss) before income taxes.  The items causing this difference are:


                                           February 28,     February 29,
                                                 2001          2000

     Tax expense (benefit) at
          U.S. statutory rate                $ 259,000      $ 193,000
     State income taxes, net of
          Federal benefit (Nevada)                -              -
     Valuation allowance                     (250,000)      (181,700)
     Accounts payable                         (1,800)        (4,600)
     Note payable to stockholders for
         compensation                         (7,100)        (6,700)

     Total                                $      -         $       -







                              F-13





NOTE 10 - Income Taxes - Continued

     The tax effects of temporary differences that give rise to significant
     portions of the deferred tax assets and deferred tax liabilities at:


                                        February 28,       February 29,
                                           2001               2000
     Deferred tax assets:
       Net operating loss carryforward    $1,734,716       $1,293,488

     Total gross deferred tax assets      1,734,716          1,293,488

     (Less) valuation allowance          (1,675,416)        1,217,640)

     Net deferred tax assets              59,300             75,848

     Deferred tax liabilities:
       Accounts payable                  (12,000)            21,668

       Payable to stockholder             (47,300)          (45,000)

     Total gross deferred tax liabilities   59,300            75,848

     Net deferred tax                  $        -         $     -
                                              -

     There were no payments made for income taxes in fiscal years ending the
     last day of February, 2001 and 2000 respectively.

     As of February 28, 2001, the Company has available for income tax purposes
     approximately $1,735,000 in federal net operating loss carry forwards
     which may be used to offset future taxable income.  These loss carry
     forwards begin to expire in fiscal year 2008.  Should the Company undergo
     an ownership change as defined in Section 382 of the Internal Revenue
     Code, the Company's tax net operating loss carry forwards generated prior
     to the ownership change will be subject to an annual limitation which
     could reduce, eliminate, or defer the utilization of these losses.



                              F-14


<PAGE>

ITEM 8  Changes in and disagreements with accountants on Accounting and
Financial Disclosure:

     The Registrant's independent accountant has not resigned, declined to
stand for re-election nor was he dismissed. The principal accountant's report
on the financial statements for the past two years contains no adverse opinion
or disclaimer of opinion. nor were they modified as to uncertainty, audit
scope, or accounting principles. There have been no disagreements with any
former  accountants on any matter of accounting principles or practices,
financial  statement disclosure, or auditing scope or procedure.

                       PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS:
COMPLIANCE With Section 16(a) of the Exchange Act

NAME              AGE        POSITION/OFFICE          TERM      SERVED SINCE

Kent G. Wyatt Sr.  61   Director, President, CEO      1 yr.         9/92
Sarah E. Wyatt     61   Director, Corporate Secretary 1 yr.         9/92
James Shadlaus     51   Director, Treasurer           1 yr.         5/95
Don B. Dale        59   Director                      1 yr.         5/99
Ken Crocker        31   Vice President, Marketing     1 Yr.        11/99
Ramon Bonin        62   Profit Participation Partner  n/a           n/a



KENT G. WYATT, SR. - Mr. Wyatt, CEO and President of Atlantic Syndication
Network, Inc., has over 25 years of experience in business management and
television production. He acts as Executive Producer and Producer of the
various
projects undertaken by the Company, sharing creative control and final approval
of production at various stages with each participating Producer and Director.

Mr. Wyatt attended the University of Colorado where he majored in Business
Administration. He has been a California real estate broker, developer and
investor for over 25 years. During this period, he acted as a business
consultant
to hundreds of small businesses and authored numerous books dealing with sales
and marketing including books on how to start and manage your own business.

He spearheaded ASNi's entry into advertising and multi-media communication. He
served as Executive Producer and Producer of shows such as 'This is San
Francisco', which featured many celebrities and entertainment personalities,
such
as Rod Stewart, Trini Lopez, Alice Cooper, Beach Boys, Pointer Sisters, Dr.
John,
and outstanding professional guests such as Marvin Belli. Mr. Wyatt has
produced
weekly series and television specials, and sold, written and produced
commercials
for advertising clients such as: The U.S. Post Office, New York Life Insurance,
Thrifty Car Rental, The City of Las Vegas, Century 21, Ramada Hotel, Caldwell
Banker, Prudential Insurance, Godfather's Pizza, and others.

JAMES SHADLAUS - Mr. Shadlaus brings twenty-four years of combined experience
in finance, accounting, mortgage banking, and corporate management to the
Registrant. He was a founder and majority owner of Lenders Corporation, a full
service financial services firm with approximately 200 employees, which
completed financing of over Two Billion Dollars. He also served as Chief
Financial Officer and Executive Vice President of Lenders Corporation. Mr.
Shadlaus graduated Magna Cum Laude from California State University in
Northridge with a Masters of Science in Accounting, and currently acts as a
partner and consultant to various corporations including Registrant in the
area of financing, mergers, and stock or bond financing.

<PAGE>


SARAH E. WYATT - Ms. Wyatt has extensive business and management experience
and
is well qualified as Registrants Administrative Officer, Corporate Secretary
and Director. She manages client relations and coordinates production
personnel
and studio facilities. She is co-producer and senior writer of the
Intervention Show videotapes. She is co-producer of the show, "Masters of the
Martial Arts starring Sho Kosugi" in addition to writing and developing the
narration for the weekly series. She supervised all commercial advertising
production for Ad Show Network, the predecessor to ASNi. She owned and
operated a wholesale art business for the design trade, owned and managed
commercial properties for many years and maintained a California real estate
license for over 20 years. She has a degree in French from The Union
Institute.

Kenneth W. Crocker, Jr.- Mr. Crocker is a graduate of Lehigh University.  His
business career began in 1993 with American Family Portraits and in  1994 he
was promoted to become the National Sales Manager. Since that time,  he worked
as an independent contractor with various sales and marketing  firms including
Gateway Consulting. He is an energetic and talented member of  the Atlantic
Team. His responsibility includes overseeing marketing, public  and investor
relations.  Once The Stock Show is airing, Mr. Crocker  will open a
satellite office on the east coast and function as "Segment  Producer" for the
show.
His responsibility will then include the selection  of companies and executives
to appear on the upcoming scheduled weekly show.

DON B. DALE - Mr. Dale comes to the Registrant's Board with over 30 years of
combined experience in banking, finance, and corporate management. He held a
number of executive positions with San Diego National Bank serving as
Executive
Vice President, Chief Financial Officer, and Director; and President of the
Bank Subsidiaries. Prior to leaving in 1985, he grew the bank to $130 million
dollars in footings and premier bank status in 4 years. Mr. Dale was a
registered member of NASD in the early 1990's and retired from financial and
business consulting in 1996. Mr. Dale graduated from the University of Kansas
and holds a Masters in Business Administration from Long Beach State
University. Mr. Dale assists several non-profit entities including United
States Internet Genealogical Society and PARTS, a teenage drug abuse program.

RAMON BONIN - Mr. Bonin, president of Dynamic Builders, is nationally
regarded for his expertise and skill in real estate development and is widely
acclaimed as one of the largest industrial real estate builders and developers
in Los Angeles, California. Mr. Bonin shares with the principals of ASNI a
mutual desire to contribute to the education of families faced with the disease
of alcohol and drug addiction.  He is a corporate client and participates as
the
investor and profit sharing partner in the "Intervention  Shatters Alcohol and
Drug Addiction".











<PAGE>




ITEM   10    EXECUTIVE   COMPENSATION


     SUMMARY     COMPENSATION TABLE    LONG  TERM

                   Annual Compensation                   Awards  Payouts
Names-Principal Year Compensation Bonus   Other   Restricted Options LTIP
                                      Compensation
Position                                 Payable  Stock Award SARs(Layouts($)




KENT G.WYATT  2001   $120,000   N/A       N/A         N/A      N/A   N/A
$11,632
CEO/Pres.
              2000   $30,000    N/A     $30,000       N/A      N/A    N/A

SARAH E WYATT 2001   $60,000    N/A        N/A        N/A      N/A    N/A
Corporate
Secretary     2000     N/A      N/A      $15,000      N/A      N/A    N/A



Employment Contracts:  There are no employment contracts in place.

Management non-employee compensation of $120,000 for President Kent Wyatt and
$60,000 for Corporate Secretary Sarah Wyatt was approved by the Board of
Directors at the annual meeting, April 2001.

As of February 28, 2000, Registrant's debt and note due to the principal
stockholder Kent Wyatt was $108,563  and at year-end February 28, 2001 the
debt had been decreased to $48,234.

Options/Stock Appreciation Rights - There are stock options or stock
appreciation rights currently effective. Reference Exhibit 10a and 10b
Aggregated Option/SAR Exercises Fiscal Year End Option/SAR - There are no
SAR's.

Long Term Incentive Plan ("LTIP") Awards - There are no long-term incentive
plans in place. The Board has authorized management of the Registrant to
investigate various insurance programs and to use its discretion to secure a
program; which, if purchased, would also provide for management succession and
continuation of Registrant operations.

Compensation of Directors - There is no cash compensation for directors. The
two Directors were granted warrants to purchase stock of the Registrant on May
4,
1999. Warrants were  granted for services rendered, for director services and
commitments to advise the Registrant. No warrants have been exercised to date.

<PAGE>

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

     The following table sets forth information as to the shares of common
stock owned as of February 28,2001.

     1.  Each person who beneficially owns, so far as the Registrant has been
able to   ascertain, more than 5% of the 15,828,944 outstanding shares of the
Registrant.

     2.  Each director.

     3.  Each of the officers named in the summary compensation table.

     4.  All of the directors and officers as a group unless otherwise
indicated  in the footnotes below are subject to community property  laws
where
applicable, the persons as to whom information is given has sole investment
power over the shares of common stock.


TITLE OF  PRINCIPAL AND/OR          AMOUNT AND NATURE OF        PERCENT
CLASS    BENEFICIAL OWNER           BENEFICIAL OWNER            OF CLASS (8)

Common      Kent G. Wyatt             6,899,000 (1)                43.60%
Common      Ed Omernik                1,580,000 (6)                 9.98%
Common      Sarah E. Wyatt            1,515,000 (1)                 9.60%
Common      James Shadlaus              222,000 (2)                 1.40%
Common      Bill Madon                1,050,000 (3)                 6.60%
Common      Ramon Bonin                 600,000 (4)                 3.80%
Common      Don B.Dale                  32,340  (5)        LESS THAN .10%
Common      Kenneth Crocker Jr.        125,000  (7)        LESS THAN .10%


-------------------------

(1) Kent Wyatt is President and CEO beneficial owner of the common shares
listed  including 450,000 shares held in joint tenancy with Sarah Wyatt.
Another 400,000 shares are held in-trust by Kent Wyatt Sr. as the trustee for
Kent Wyatt Jr. and Lisa Wyatt.

(2) James Shadlaus is Director, Treasurer and beneficial owner of 222,000
shares  at fiscal year-end. He was granted warrants which entitle him to
purchase  up to 100,000 shares of stock in the Registrant. Warrants were
purchased at  $.001 per share valuation and must be exercised in whole or part
at $.25 per  share by February 28, 2009.

(3) Bill Madon is beneficial owner of 1,050,000 shares at fiscal year end. He
has no relationship with the Registrant other than as a shareholder.

(4) Ramon Bonin is beneficial owner of 600,000 shares at fiscal year end. He
is an investor in a profit participation agreement with the Registrant  in its
"Intervention Shatters Alcohol & DRUG Addiction" Videotapes.

(5) Don Dale is beneficial owner of 32,340 shares at fiscal year-end. He was
elected to the Board of Directors on May 4, 1999. As a Director he was granted
warrants which entitle him to purchase up to 225,000 shares of stock in the
Registrant. Warrants were purchased at $.001 per share valuation and must be
exercised in whole or part at $.25 per share by February 28, 2009.

(6) Ed Omernik is beneficial owner of 1,580,000 shares at fiscal year end. He
has no relationship with the Registrant other than as a shareholder.

<PAGE>

(7) Kenneth Crocker Jr. is Vice President of Marketing and owner of 125,000
common shares of stock.

(8) Percentages based on 15,828,944 shares outstanding

ITEM 12.   CERTAIN RELATIONSHIPS and RELATED TRANSACTIONS

There have been no material transactions in the past two years to which the
Company has been or proposes to be a party in which any officer, director,
nominee for officer or director, or security holder of more than 5% of the
Company's outstanding securities is involved. However, ASNi has subsequently
negotiated a standard commercial property lease for its offices, studio and
production facilities from Kent Wyatt, Sr., President and CEO of ASNi.

ITEM 13.   EXHIBIT LIST

           See most recent FORM 10SB/A filing for Articles of Incorporation
and
By-laws Certificate Amending Articles of Ad Show Network, Inc to Atlantic
Syndication Network, Inc., Articles of Incorporation (Casino Consultants,
Inc.),
By-Laws of Registrant, all Material Contracts and exhibits.

                    FORM 8-K REPORTS FILED:  None


<PAGE>


                              SIGNATURES


     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
     1934, the Registrant has duly caused this registration statement to be
     signed on its behalf by the undersigned, thereunto duly authorized.

                                   Atlantic Syndication Network, Inc.

     Dated May 24,2001                  By:  /s/ KENT G. WYATT, SR.
                                             -----------------------
                                              Kent G. Wyatt, Sr.

                                              President and Chief Executive

                                              Officer


                                               /s/ James Shadlaus
                                              ----------------------
                                               James Shadlaus
                                               Treasurer



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