U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X]     ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
        EXCHANGE ACT OF 1934,  for  the  fiscal  year  ended  December  31, 1998
                                       OR
[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF  1934.

For  the  transition  period  from  _________________  to  _________________


                        Commission file number: 000-23105

                        AMERICAN INDEPENDENT NETWORK, INC.
              (Exact name of small business issuer in its charter)

                   DELAWARE                       752504551
          (State or Jurisdiction of            (I.R.S. Employer
        Incorporation or Organization)         Identification No.)

                         6125 Airport Freeway, Suite 200
                              Haltom City, TX 76117
                                 (817) 222-1234
          (Address and telephone number of principal executive offices)


Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  None

Securities  registered  under  Section  12(g)  of the Exchange Act: Common Stock

     Check  whether  the  issuer:  (I) 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 the 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:  $377,380.

<PAGE>
     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.  The aggregate market value of the
Company's  common  stock  held  by  non-affiliates  as  of  July  22,  1999  was
approximately  $3,387,329.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity.  as  of the latest practicable date.  As of July 22, 1999, there
were  approximately  13,318,093  shares of the Company's Common Stock issued and
outstanding.

     Transitional  Small  Business  Disclosure  Format:  Yes  [  ]   No  [X]

<PAGE>
                                TABLE OF CONTENTS

PART  I

     Item  1.     Business                                                     1

     Item  2.     Properties                                                  10

     Item  3.     Legal  Proceedings                                          10

     Item  4.     Submission of Matters to a Vote of Security Holders         11

PART  II

     Item  5.     Market  for  Registrant's  Common  Equity
                       and  Related  Stockholder  Matters                     12

     Item  6.     Management's  Discussion  and  Analysis
                       of Financial  Condition and Results of Operations      15

     Item  7.     Financial  Statements                                       19

     Item  8.     Changes  in and  Disagreements  With  Accountants
                       on  Accounting  and  Financial  Disclosure             19

PART  III

     Item  9.     Directors,  Executive Officers, Promoters and Control
                       Persons;  Compliance  with  Section  16(a)
                       of  The  Exchange  Act                                 19

     Item  10.    Executive  Compensation                                     19

     Item  11.    Security  Ownership  of  Certain  Beneficial  Owners
                       And  Management                                        22

     Item  12.    Certain  Relationships  and  Related  Transactions          22

     Item  13.    Exhibits  and  Reports  on  Form  8-K                       24

<PAGE>
                                    Part  I


ITEM  1     BUSINESS

Introduction

The  Company  operates  a  television  network  called  the American Independent
Network. The Company has entered into agreements to provide television broadcast
stations  with  programming  (television  shows)  for  digital  television
broadcasting.  Such  agreements  typically  provide  that  the  Company  retains
certain  of  the  advertising  time  and advertising revenues generated from the
programming.  At  July  22, 1999, the Company provides programs to approximately
25  broadcast  stations and expects to program additional television stations in
the future either as affiliates of the Company's American Independent Network, a
television  network,  or  through arrangements called Local Marketing Agreements
("LMAs").  Currently,  television LMAs are not considered attributable interests
under  Federal  Communications  Commission  ("FCC")  multiple television station
ownership  rules.  However,  the  FCC  is considering proposals which would make
LMAs  attributable.  If the FCC were to adopt an order that makes such interests
attributable,  the Company could be prohibited from entering into such LMAs with
other stations in markets in which it already has an LMA with another television
station. The Company also owns a fractional interest in each of three permits to
construct  and  operate  low  power  t.v.  stations.

The  Company

     The  Company was incorporated in the State of Delaware on December 11, 1992
under  the  name  Strictly  Business,  Inc.  On  September 16, 1993, the Company
changed  its  name  to American Independent Network, Inc. (the "Company" ).  The
Company's  principal  offices  are  located  at 6125 Airport Freeway, Suite 200,
Haltom  City,  Texas  76117.

     From  inception  through  March 1994, the Company engaged in no substantive
business  operations,  but  was actively seeking and pursuing potential business
opportunities.  In  March  1994,  the Company began providing programming, media
production,  and  syndication  services  to  television  stations.

Broadcast  Television

     Broadcast  television  stations,  which  are  licensed and regulated by the
Federal Communications Commission ("FCC"), transmit audio and video signals over
the  air-waves within a designated signal area on a designated frequency.  There
are  three  (3)  basic  types  of broadcast television stations operating in the
United  States  today: (1) full-power network affiliates (ABC; NBC; CBS; FOX; WB
Network;  and  Paramount)  ("Network  Affiliate");  (2)  full-power  independent
stations,  such  as  UHF  channels  ("Full  Power  Stations"); and (3) low power
independent  stations  ("LPTV").  A Network Affiliate receives its programs from
its  network  provider  and  is generally only permitted to air programs of that

                                        1
<PAGE>
particular  network,  with  the  exception  of  FOX,  WB  Network, and Paramount
affiliates  who  must obtain additional programming.  Network Affiliates may air
programs  from  other  sources,  such as local programming, only a few hours per
week  and  may  not  broadcast  programs  of  any  of  the other major networks.
Independent  Stations  include  both full-power and low-power stations which are
not  affiliated  with  one of the major networks and thus, do not have access to
network  programming.  Instead,  they  must  seek their own programming sources,
such  as  that  provided  by  the  Company.

Cable  Television

     Cable television was first developed in the 1940's primarily to serve rural
communities unable to receive broadcast television signals.  Cable television is
defined  by the FCC as a cable system facility consisting of closed transmission
paths and associated signal generation, reception, and control equipment that is
designed  to  provide  cable  service,  including video programming, to multiple
subscribers  within  a  designated  community.  To receive cable transmission, a
viewer  is  required  to  feed an outside, dedicated wire or cable directly into
their  home.  By 1995, there were more than 11,200 cable systems serving over 60
million  subscribers  in  over  32,000  communities in the United States.  Cable
system  operators  range  from  large  multiple  system  operators that own many
systems,  to  small  independent  systems  that serve as few as several thousand
households.

Company  Affiliates

     In  late 1996, the Company converted from analog transmission to digital in
early  compliance  with  the  FCC mandate that all broadcast stations convert to
digital  transmission  by  the  year 2006.  The Company was the first network to
convert  to  digital  with  multi-channels.  As  a result of the conversion from
analog  to  digital,  the  Company's  broadcast signal is now transmitted to its
Affiliate  Stations  in digital format, however, most television stations do not
have  the  capability  to  broadcast a digital signal, thus they are required to
decode  the Company's digital signal back to analog so that they can rebroadcast
the  signal  to  their  viewers through their analog transmitter.  To enable the
Affiliate  Stations to decompress the digital signal, the Company furnished each
Affiliate Station with digital decoding equipment.  However, due to the costs of
providing  the  decoding  equipment,  the  Company  was  not able to furnish the
necessary  equipment  to  all of its existing Affiliate Stations.   In addition,
Internet  users  can  view the Company's programs on their computers while it is
being  aired on the network.  The Company's web site is located at www.aini.com.

Program  Inventory

     The  Company  acquires  its program inventory by various methods, including
licensing the rights from program owners and syndicators, purchasing the rights,
or  by  producing  its  own  programming.

                                        2
<PAGE>
     The  vast  majority  of  the  Company's  programs  are procured via license
agreements  with program owners and syndicators (collectively referred to herein
as  "Program  Owners").  The  "National Association of Programers and Television
Executives"  ("NAPTE") is an annual industry convention where broadcasters, such
as  the  Company,  are able to view program offerings, meet with Program Owners,
and  negotiate  licensing  terms.  The  Company's officers have attended several
NAPTE  conventions  and  have been successful in negotiating licensing rights to
many of its family oriented programs.  In addition to contacts generated through
the  NAPTE  convention,  the  Company  has,  on  occasion, been contacted at its
offices by Program Owners seeking to license their programs to the Company.  Due
to the immense array and amount of programming material available, and the large
numbers  of  Program  Owners, the Company has numerous contacts and a variety of
products  from  which  to choose and is not dependent upon any one party for its
programming  selections.

     The  form  of  agreement utilized by the Company to secure licensing rights
with  program owners and syndicators contains barter terms pursuant to which the
Company  obtains  broadcasting  rights  to certain identified programming and in
exchange,  the  Company  gives  the  Program  Owner  advertising time during the
broadcast  of such programs.  In a thirty (30) minute program there are normally
eight  (8) minutes of commercial time, which time is allocated as follows: three
(3)  minutes to the Program Owner; two (2) minutes to the Affiliate Station; and
three  (3)  minutes  to  the  Company.  The  Program  Owner  can  then  sell the
advertising  time to outside parties, thereby earning income on the licensing of
their  program to the Company.  The contract is generally for a term of 52 weeks
and  is  cancelable  by  either  party  upon  two (2) weeks written notice.  The
Company  has  the  right  to  refuse  any  program, without prior notice, if the
content,  subject  matter,  or  production  quality  does not meet the Company's
standards.

     The Company has purchased the rights to select public-domain movies.  These
purchase arrangements are generally done pursuant to oral contract and involve a
one-time payment by the Company.  The Company has sole discretion in determining
when  and  how  often  to  run  its  wholly  owned  programs.  The  Company owns
approximately  2,000  shows  and  movies  outright,  however the majority of the
Company's  current  broadcast  list  continues  to  be  licensed  programs.

     The  Company  has the facilities to produce its own programming, but due to
the  wide  availability  and  low  cost of finished programing and the high cost
associated  with  producing  its own programming, the Company no longer produces
its own programs.  However, the Company does lease its production facilities and
certain  equipment  to  third-parties  for  their  production  needs.

     In  1996,  the  Company  made  the  conversion  from  analog  to  digital
transmission of its programs in early compliance with the Federal Communications
Commission  mandate  that all broadcast stations convert to digital transmission
by  the year 2006.  Digital technologies enable the network to compress multiple
digital  channels  into  the  bandwidth  currently  required for a single analog
channel,  thereby  permitting  the  network  to significantly expand its current
channel  capacity  with  a  much lower capital investment than would be required
lease  individual  analog  channels.  As  a  result of the conversion to digital
transmission,  the  Company  was able to expand its single channel to a total of
five  (5)  channels.

                                        3
<PAGE>
     The  Company  is  negotiating  with  parties  to lease its additional three
channels  on  the  digital  compression  system  uplinking  to  the  satellite.
Broadcast  Magazine estimated that there are over 65 new cable channels who have
announced  that  they are ready to commence broadcasting and are seeking channel
space.

Marketing  Strategy;  Principal  Markets  and  Customers

     The  Company  generate  revenues  by: (i) the sale of its programming; and,
(ii)  the  sale  of  commercial  advertising  time  within  the  programming.

     Programming--Marketing  Strategy:  The  Company  markets its programming to
broadcast  and  cable  television stations on the strength of its quality family
oriented  programming  and  its  attractive  barter system pursuant to which the
Affiliate  Station  retains  4 minutes per hour of advertising time.  Under this
barter  system,  an  Affiliate Station is not required to spend money to receive
programming  ("no-cost  programming").  The  Nielsen  Designated  Market  Area
Television Households publishes an annual Television Market Rankings which lists
the  identity  of  stations,  its  market,  ranking  and  estimated  number  of
households.  The Company contacts many of these stations through direct mailings
and  other  advertisements.  In addition, the Company is introduced to potential
Affiliate  Stations  at  industry  conventions  and  through  other  Affiliates'
recommendations.  Stations  also  hear about the Company at industry conventions
and from other stations, programmers, equipment manufacturers and suppliers, and
then contact the Company to inquire about becoming an Affiliate Station.  As the
Company  expands  into  the  top  30  markets,  it will make personal visits and
telephone  calls  to  the  independent  stations  that  it  has targeted as good
candidates  for  affiliation  with  the  Company.

     Programming--Customers:  The  Company's  potential  customers  for  its
programming  includes  all  television and cable stations.  The Company plans to
concentrate  on  adding  stations  located  in  the  top  30  DMAs.

     A  station which has been added as an affiliate of the Company is generally
required  to broadcast a minimum of 12 hours of the Company's broadcast within a
24  hour  period.  In  general, the terms of the Affiliate Agreement between the
Company  and  each  Affiliate  Station  provides that the Affiliate Station will
receive  24  hours of television programming, during which the Affiliate Station
may  use  approximately four (4) minutes per hour for local commercials or other
announcements.  The  Affiliate  Agreement  also provides that the Affiliate must
broadcast the Company's programs in their entirety, submit a weekly affidavit of
its  broadcast  logs  showing  the  number  of  hours per day that the Company's
programming  was  broadcast  on  the  Affiliate  Station, maintain all necessary
permits  and  licenses,  and  may  not preempt or disrupt the Company's national
advertisements.  Either  party  may cancel the agreement at any time with thirty
(30)  days  written  notice.

                                        4
<PAGE>
     Upon  request,  the  Company  also  provides  its  Affiliate  Stations with
promotional  packages,  as  well  as  press  releases  and  recorded  audio
announcements.  Promotional  packages  may  include: (I) customized station IDs;
(ii)  Company  Network  ID's  with  a  common  theme  designed  to  show  the
distinctiveness  of  the Affiliate Station by its association with the Company's
network;  (iii) 30 second generic promotions for each element of Company program
content;  (iv)  10  second  and  30  second  program-specific promotions for the
different  programs  provided  by  the Company, including movies and shorts; (v)
opening and closing "bumpers" for all programs (a bumper is a short introduction
or  closing  which  provides  a  smooth  transition  from  program  segments  to
commercials  and  vice-versa); (vi) animated promotions; and (vii) 30 second and
60  second  radio  commercials  promoting  the  station's  affiliation  with the
Company.

     In  exchange  for  providing  the  Affiliate  Stations with programming and
commercial time, the Company retains the remainder of the advertising time which
it  sells  to  advertising firms and independent advertisers, and uses to barter
with  third-parties  to  acquire  additional  programs.  A  critical  factor  in
attracting  advertisers  is  the  Affiliate  Stations's market since each viewer
comprising  such  market  represents  a  potential customer for the advertiser's
product.  Therefore, the Company's access to the Affiliates' markets is integral
to  selling  the  advertising  time.

Advertising  Sales,  Marketing  Strategy  and  Customers

     The  Company  markets  its  advertising time to (I) to Program Owners; (ii)
Affiliate  Stations; and (iii) advertising agencies and independent advertisers.

     Advertising--Program  Owners:  In  exchange  for licensing rights to select
programming,  the  Company  gives  the Program Owner advertising time during the
broadcast  of  such  programming.  The  Program  Owner  is then able to sell the
advertising  to  outside  parties.  The Company generally contracts with Program
Owners  at  the  NAPTE  convention  and accordingly, is not required to actively
market  this  segment  of  its  advertising  time.

     Advertising--Affiliate  Stations:  The  Company  provides  programming  and
advertising time to its Affiliate Stations in exchange for retaining advertising
time  and  access  to  the  Affiliate  Stations'  markets.  In  a  traditional
broadcasting  contract,  an  affiliate  station  would  retain  all  available
advertising  time,  which  it  would  then  sell to outside advertisers, and the
network  would  receive  a fee from the affiliate station.  However, the Company
believes  that by selling retained commercial time to outside advertisers, it is
able  to  generate  higher revenues than it would otherwise receive in fees from
its

     Advertising--Affiliate Stations.  Advertising time is generally a component
of the programming contract with Affiliate Stations, accordingly, the Company is
not  required  to  separately market the advertising time to Affiliate Stations.

                                        5
<PAGE>
     Advertising--Advertisers:  Approximately 25% of the Company's revenues come
from  sales  of  commercial  time  to  advertising  agencies  and  independent
advertisers.  The  monetary  value of this time is based upon the estimated size
of  the  viewing audience; the larger the audience, the more the Company is able
to  charge for the advertising time.  To measure the size of a viewing audience,
networks  and  stations  generally  subscribe  to  nationally  recognized rating
services,  such  as  Nielsen.  Initially,  the Company's Affiliate Stations were
located in the smaller market areas of the country.  However, the Company's goal
is  to  enter  into  Affiliate  Agreements  with  stations located in the top 30
demographic market areas ("DMA") in order to obtain Nielsen ratings to allow the
Company  to  charge  higher  rates  for  their advertising time.  Presently, the
Company has Affiliate Stations in 3 of the top 25 DMAs and 5 of the top 50 DMAs.
Sales  of  the  Company's  advertising  time  to  advertising  agencies  and  to
independent  advertisers  is generally by referrals or by advertisers contacting
the Company.  In some instances, the Company has solicited advertising agencies.

     In  addition  to sales of its programming and advertising time, the Company
also generates revenues through (I) sales of programming time slots to companies
desiring  to  air  their  own  programs;  (ii)  leasing of its digital satellite
channels; (iii) direct response marketing of products advertised on the network;
and  (iv)  leasing  of  its  production  facilities.

Competition

     The  broadcast  industry is highly competitive and, as a result of the wide
range  of  programming  available  in  both the broadcast and cable formats, the
Company  competes  with  a  large  number of competitors, many of whom may offer
similar  programs.  The  Company  competes  for  available  air  time,  channel
capacity,  advertiser  revenue,  revenue  from  license  fees, number of viewing
households,  and  programming  material.  The  Company  believes  its  strongest
competitive  advantages  are (I) the quality of its family oriented programming;
(ii)  its  advertising  rates;  (iii)  the  markets  in which its programming is
broadcast;  and  (iv)  its  no-cost  programming.

     Quality  Family  Oriented Programming: The Company's programming philosophy
is  centered  on  family  viewing  and  it  believes that there is strong public
support  (as  evidenced by Congress' hearings on appropriate programming and the
recent  mandate  to add the content ratings symbols on the television screens as
the  programs  are  aired)  for  rated  "G" programming which is appropriate for
viewing  by  the entire family.  As major networks are permitting more violence,
sexual  content,  and  offensive  language within their programming, the Company
believes  that  there  is  a  strong and growing contingent of families who will
demand  programs  that  are  more aligned with their family values.  The Company
intends to position itself as the "family network" to fill this niche.  Although
the Company does not believe that its family oriented programming will put it in
direct  competition  with  the  larger  and  more  established networks, it does
believe  that its programming, in combination with other factors, will establish
the  Company  as  a  premiere  network.

     Advertising  Rates:  The  Company  also competes with other networks on the
basis  of  its advertising rates.  The Company's barter system allows it to keep
its  rates low, thereby making advertising with the Company a viable alternative
for  many companies whose revenues do not permit them to pay the exorbitant fees
required  to  advertise  on  the major networks.  In addition, as other networks
increase the cost of producing shows, such as the recently announced $13,000,000
per  episode  of E.R. on NBC, they must increase the fees charged to advertisers
in  order  to recoup their expenses.  Since the Company does not produce its own
shows  and  has relatively low overhead, it is able to maintain very competitive
advertising  rates.

                                        6
<PAGE>
     Markets:  The  leading  networks,  based  upon  total  number of affiliated
stations,  are  ABC,  CBS,  NBC,  and  FOX.  Each  of these competitors are more
established  than  the  Company, have significantly greater name recognition and
viewer  loyalty,  as  well  as  greater  industry,  financial,  distribution and
marketing,  programming,  personnel  and  other  resources  than  the  Company.
Moreover,  the  television market has seen a continual increase in the number of
networks,  including  the  addition  of  Warner Brothers Network (WB) and United
Paramount  Network  (UPN)  in  1994.  As  the  number  of networks increase, the
Company  will  face  greater  competition  for  available  syndicated  programs,
viewers,  and  for  affiliates  who wish to carry their broadcasts.  The Company
also  believes  that  other  forms of quasi-networks, including QVC and the Home
Shopping  Network  and so called "superstations" such as WTBS and WGN, will also
be  a  significant  source  of  competition.  At  present,  the  Company  is
approximately  the  tenth  largest  network  based  upon  the  total  aggregate
households  covered  by the Company's Affiliate Stations.  The Company currently
broadcasts  in  3  of  the  top  30  DMAs  and  broadcasts  to  an  aggregate of
approximately  5,983,060  households.  The  Company  intends  to  increase  its
household  viewership  by  entering  into additional markets in the top 30 DMAs.

     No-Cost  Programming:  In  a  typical broadcasting arrangement, the network
charges  the affiliate station a fee to broadcast its programs and the affiliate
retains  most,  if  not  all,  of the advertising time.  The fees charged by the
networks generally represent a large portion of the affiliate's expenses and may
be  prohibitive  to many of the smaller affiliate stations.  The Company is able
to  compete with the high fees charged by other networks with its no-cost barter
arrangement  which  enables  affiliate  stations  to  broadcast quality programs
without  the  usual  associated  costs.  Under  the Company's barter system, the
Company provides programming and advertising time to its Affiliate Stations and,
in  exchange,  the  Company  retains  advertising  time  and gains access to the
Affiliate  Stations'  viewing  market.  The  Company  earns  revenues  on  its
programming  by  selling  the  retained advertising time to outside advertisers.

     In  addition  to  the  foregoing,  the  Company  believes  that  the recent
introduction  of  direct  satellite  services ("DSS") will directly compete with
cable  systems  and  increase the pressure for additional channels and services.
DSS  systems  offer  their  subscribers more than twice as many channels as most
cable  systems,  with  better  audio  and video quality.  The price of satellite
dishes  are competitive with premium cable fees and industry analysts expect the
approximately  4.5 million DSS subscribers to increase to 19 million by the year
2000.  In December 1997, the Company entered into an agreement with Dominion Sky
Angels  to  add the Company as one of its 16 channels.  The channel is delivered
through  EchoStar  via  the  small  18-inch  dish.

     The  Company  is  not  dependant  upon  any  one  station for a significant
portions  of its revenues, however, the loss of several stations could adversely
effect  the  Company's  results  of  operations.

                                        7
<PAGE>
     The Company also sells advertising time slots on its programming to various
advertisers.  The revenues generated by sale of the advertising slots represents
approximately  25%  of  the  Company's income, however, taken as a whole, no one
company  provides  a  large portion of such income.  Accordingly, the Company is
not  dependent  upon  one  or  a  few  major advertisers, however, the loss of a
significant  number  of advertisers could adversely effect the Company's results
of  operations.

     The  Company is negotiating to lease its additional channels on the digital
compression system uplinking to the satellite.  Broadcast Magazine has estimated
that  there  are over 65 new cable channels who have announced they are ready to
commence  broadcasting  and are seeking channel space.  Accordingly, the Company
believes  that  it will be able to enter into lease agreements for the remaining
channels.

     On  July 18, 1997, the Company was granted a Radio Station Authorization by
the FCC.  The Radio Station Authorization, which authorizes the Company to build
and  operate  a  domestic  fixed  transmit/receive  C-band earth station (uplink
system)  on  the  Company's  premises,  expires  July  18,  2007.

     The  Company  has  entered into license agreements with several syndicators
and  program  owners  for  the  use of their programming.  Under the agreements,
which  are generally non-exclusive, the Company is granted the right to exhibit,
distribute  and  transmit  by  means  of  broadcast  or  cablecast, a particular
program.  In consideration thereof, the Company provides advertising time during
such program to the syndicator.  The amount of advertising time, the length, and
other  terms  of  the license agreement vary, depending upon the type of program
being  licensed.

     The  Company  has  also  entered into Affiliate Agreements with each of its
Affiliate  Stations pursuant to which the Company provides programming and other
amenities in exchange for advertising time during such programming.  The Company
either  utilizes  such advertising time or sells it to third parties.  The terms
of  the  Affiliate  Agreements vary depending upon the type of programming being
provided  by  the  Company,  the  length  of  the  agreement,  as  well as other
variables.

Government  Regulations

     Broadcasting  of  the  Company's  programming,  both by the Company and its
Affiliates,  is  subject  to the rules and regulations of various federal, state
and  local  agencies.  The  Company  believes  that  it  currently complies with
applicable  laws  and  regulations  governing  cable  and television broadcasts,
however,  in the event that such laws are subsequently modified, there can be no
assurance  that  the  Company will be able to continue to comply with such laws.
Failure  to  comply  could  have  serious negative implications for the Company.

Employees

     The  Company  has  8  full time employees.  The Company's employees are not
represented by any collective bargaining organization, and the Company has never
experienced  a  work stoppage.  The Company believes that its relations with its
employees  are  satisfactory.

                                        8
<PAGE>
Year  2000  Issues

     The Company has conducted a comprehensive review of its computer systems to
identify any business functions that could be affected by the "Year 2000" issue.
As  the  millennium ("Year 2000") approaches, businesses may experience problems
as  the  result  of computer programs being written using two digits rather than
four  to  define the applicable year.  The Company has conducted a comprehensive
review of its computer systems to identify those areas that could be affected by
the  "Year  2000" issue.  Any of the Company's programs that have time-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  If  not  corrected,  this  could result in extensive miscalculations or a
major  system  failure.

     The  Company  relies  on industry standard software.  Certain manufacturers
have  already  provided  the Company with upgraded software to address the "Year
2000"  issue  and the Company believes that its remaining software manufacturers
will  modify  their  programs  accordingly.  In  the  event  the  remaining
manufacturers  do  not upgrade their software packages, the Company will replace
such  software  with  programs  that address the "Year 2000" issue.  The Company
believes that by modifying existing software and converting to new software, the
"Year  2000"  issue  will  not  pose significant operational problems and is not
anticipated  to require additional expenditures that would materially impact its
financial  position  or  results  of  operations  in  any  given  year.

Going  Concern  Qualification  by  Independent  Auditors

     The  Company's  independent  auditors  have  reported  that the Company has
suffered  recurring  net  operating  losses and has a current ratio deficit that
raises  substantial  doubt  about  its  ability  to continue as a going concern.

Subsequent  Event

     In  July, 1999, the Company entered into an agreement with Field of Cotton,
L.P. whereby Field of Cotton, L.P. purchased 6,500,000 shares of common stock of
the Company for a total consideration of $4,250,000, in the form of a promissory
note  in the principal amount of $4,022,600, and $227,400 in cash in the form of
funds previously provided to the Company by Field of Cotton, L.P. in 1999.  As a
result  of  this  agreement,  Field of Cotton, L.P. now owns 48.9% of the common
stock  of  the  Company.  Of  these 6,500,000 shares, Field of Cotton, L.P. owns
1,000,000  shares  outright  free and clear, and the remaining 5,500,000 million
shares  are subject to an escrow agreement and a  security interest agreement in
favor of the Company.  The terms of the promissory note are that 11 payments are
due  commencing  September  1, 1999 in the amount of $100,000 per payment, and a
balloon  payment  in  the  amount of $3,190,213 is due September 1, 2000 for the
remaining principal balance.   The promissory note bears interest at the rate of
8%  per  annum  in arrears.  For each $100,000 payment that Field of Cotton L.P.
makes  to  the  Company,  200,000  shares  are  released from escrow to Field of
Cotton,  L.P.  and  are  no  longer  subject  to  the  security agreement.  This
transaction  was  the  result  of  negotiations between the Company and Field of
Cotton,  L.P.

                                        9
<PAGE>
ITEM  2.     DESCRIPTION  OF  PROPERTY.

     The  Company  leases its principal offices located at 6125 Airport Freeway,
Haltom City, Texas 76117.  The premises measure approximately 13,900 square feet
and  are  used  for the Company's general office and administrative purposes, as
well  as  for  their  programming  services,  warehouse  needs  and full-service
production  studio.  The  monthly  lease  cost  is $6,368.  The lease expires in
February, 2002.  The Company believes that its space is adequate for its current
and  future  needs.

ITEM  3.     LEGAL  PROCEEDINGS.

1.     The Company is a party in litigation styled Bowne of Los Angeles, Inc. v.
American  Independent  Network, Inc., No. 236-177164-99, 236th Judicial District
Court of Tarrant County, Texas.  This is a suit on a sworn account in the amount
of  approximately  $34,056.  Bowne has filed a motion for summary judgment.  The
Company  intends  to  mount  a  vigorous  defense.

2.     The  Company  is  a  party in litigation styled WorldCom Inc. v. American
Independent  Network, Inc., No. 98-05447-1.  This suit is for breach of contract
for  approximately $76,000.  This matter is in the discovery phase.  The Company
has  countersued  for $2,500,000.  The Company intends to vigorously oppose this
litigation.

3.     The  Company  is  a  judgment  debtor in litigation styled Ira Weingarten
d/b/a  Equity  Communications v. American Independent Network, Inc., No. 222751,
in  Santa  Barbara  County  Superior  Court,  Anacapa  Division,  California.  A
judgment  in  the  amount of $59,625 has been entered against the Company.  This
was  a  suit  for  beach  of  contract.

4.     The Company is a party in litigation styled American Independent Network,
Inc.  v.  Charles  Coburn,  No.  4-98  CV-784-A,  U.S.  District Court, Northern
District  of Texas, Ft. Worth Division.  This suit is for breach of contract and
fraud.  This matter has been settled and the Company expects a mutual release to
be  signed  shortly.

5.     The Company is a party in litigation styled American Independent Network,
Inc.  v.  Knapp  Petersen  and  Clarke,  No.  4-99CV-0124P, U.S. District Court,
Northern  District  of  Texas,  Ft.  Worth  Division  and  the case was recently
transferred  to  the Southern District of California.  This suit relates to fees
for  legal services.  This matter is subject to a binding arbitration agreement.

                                       10
<PAGE>
6.     As  a  result of a matter decided in binding arbitration, the Company had
been  a  judgment  debtor  in  a  judgment styled as Showplace Video v. American
Independent  Network,  Inc.,  No.  98-2154-E,  County Court At Law No. 5, Dallas
County,  Texas.  In 1998, Alan Luckett purchased the judgment and released it in
exchange  for  500,000  shares of common stock of the Company, and for access to
the  digital uplink equipment of the Company, certain bandwidth of the satellite
transponder  the Company leases, and the right of first refusal on the Company's
transponder  rights  and  equipment  leases in the event that the Company ceases
operations.  Also  in  connection  with  the  release of judgment, Randy Moseley
agreed  to  turnover  728,748  shares,  which  he  owned,  to  the  Company  for
cancellation,  and,  Don Shelton, a former director and executive officer of the
Company,  agreed  to turnover 669,618 shares, which he owned, to the Company for
cancellation.

7.     The  Company  is  a  judgment debtor in the amount of $11,921 in favor of
Witwer, Poltraock & Giampietro in a matter styled Witwer, Poltraock & Giampietro
v.  American  Independent  Network,  Inc., No. 98M1152998, Circuit Court of Cook
County,  Illinois,  Municipal  Department,  First District.  This was a suit for
legal  fees.

8.     The  Company  is  a judgment debtor in the amount of $ 90,000 in favor of
New  Image  Video,  Inc.  in  a  matter styled New Image Video, Inc. v. American
Independent  Network,  Inc., No. CJ-94-7030-66 in the District Court of Oklahoma
County,  Oklahoma.  This  was  a  breach  of  contract  suit.

9.     The  Company  is  a judgment debtor in the amount of $ 18,000 in favor of
Tarrant  County,  Texas  for  unpaid  personal property taxes in Tarrant County,
Texas,  in  a matter styled Tarrant County v. American Independent Network, Inc.
No.  E12675-97  236th  Judicial  District  Court of Tarrant County, Texas.  This
Company  still  owes  $3,500  of  a  settlement  amount.

10.     The  Company  is a judgment debtor in the amount of $ 29,862 in favor of
Hall,  Estill, Hardwick Gable in a matter styled Hall, Estill, Hardwick Gable v.
American  Independent  Network,  Inc.  No.  CJ-98-1217, in the District Court of
Oklahoma  County,  Oklahoma.  This  was  a  suit  for  legal  fees.

11.     During  the  last  quarter  of  1998,  the  Company  issued  680,000
(post-reverse-split)  shares  of  common  stock  to Data West and John Priscella
pursuant  to  an  agreement  to  arrange  for  financing  for  the Company.   No
financing  was  arranged.  The  Company intends to pursue its claim against Data
West  and  John  Priscella  to recover these shares of common stock or have them
paid  for  pursuant  to  the  agreement.

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

     During  the  fourth  quarter of the year ended December 31, 1998, no matter
was  submitted  to  the  vote  of  security  holders through the solicitation of
proxies  or  otherwise.

                                       11
<PAGE>
                                     PART II

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

     The  Company's  common  stock had been traded on the OTCBB under the symbol
"AINW"  until  the symbol was changed to "AINWE" pursuant to the phase in of new
listing requirements by the OTCBB. The Company has been notified that will it be
delisted  from  the OTCBB unless its files all reports required to be filed with
the  Securities  and Exchange Commission.  The delisting is scheduled for August
2, 1999.  In the event that this Form 10-KSB and the Form 10-QSB for the quarter
ended  March 31, 1999 are not filed with the Commission by that deadline and the
delisting  takes  place,  the  Company  will  have  to become compliant with the
Commission's reporting rules before it is eligible to be re-listed on the OTCBB.
If this Form 10-KSB and the Form 10-QSB for the quarter ended March 31, 1999 are
filed  with  the  Commission  by  before deadline, the symbol may revert back to
"AINW".  No  trades  were  reported  prior  to  October,  1998.

                                          COMMON STOCK PRICE RANGE

                                           HIGH               LOW

     1998   Fourth  Quarter               $1.00             $  1/8

     On  July 22, 1999, the bid price of the Company's common stock on the OTCBB
was $5/8.  On July 22, 1999, there were approximately 843 stockholders of record
of  the  common  stock.

     In  November, 1998, the Company effectuated a 1:5 reverse stock split which
also  had  the effect of changing the par value per share to $0.05 par value per
share.

Transfer  Agent

     The  transfer agent and registrar for the Company's Common Stock is Liberty
Transfer  Company,  191  New  York  Avenue,  Huntington,  NY  11743,  tel. (516)
385-1616.

Dividend  Policy

     The  Company has not paid, and the Company does not currently intend to pay
cash  dividends  on  its  common  stock  in the foreseeable future.  The current
policy of the Company's Board of Directors is to retain all earnings, if any, to
provide  funds  for  operation  and  expansion  of  the Company's business.  The
declaration of dividends, if any, will be subject to the discretion of the Board
of  Directors,  which  may  consider  such  factors  as the Company's results of
operations,  financial  condition, capital needs and acquisition strategy, among
others.

Recent  Sales  of  Unregistered  Securities

     The  following  transactions  were effected by the Company in reliance upon
exemptions  from  registration  under the Securities Act of 1933 as amended (the
"Act")  as  provided  in  Section  4(2)  thereof.  Each  certificate  issued for
unregistered  securities contained a legend stating that the securities have not
been  registered  under  the  Act  and  setting  forth  the  restrictions on the
transferability and the sale of the securities.  No underwriter participated in,
nor did the Company pay any commissions or fees to any underwriter in connection
with  any  of  these  transactions.  None  of the transactions involved a public
offering.

                                       12
<PAGE>
     During  the  last  quarter  of  1998,  the  Company  issued  680,000
(post-reverse-split)  shares  of  common  stock  to Data West and John Priscella
pursuant  to  an  agreement  to  arrange  for  financing  for  the Company.   No
financing  was  arranged.  The  Company intends to pursue its claim against Data
West  and  John  Priscella  to recover these shares of common stock or have them
paid  for  pursuant  to  the  agreement.  This  transaction  was  the  result of
negotiations  between the Company and Data West and John Priscella.  The Company
believes  that  they  had  knowledge  and  experience  in financial and business
matters  which  allowed  them  to evaluate the merits and risk of the receipt of
these  securities  of  the  Company.  The  Company  believes  that  they  were
knowledgeable  about  the  Company's  operations  and  financial  condition.

     In  December, 1998, the Company issued 30,000 shares of common stock to Bob
Bryant  as  part  of  the  consideration for his making a loan of $90,000 to the
Company.  This  transaction  was  the result of negotiations between the Company
and  Mr.  Bryant.  The  Company believes that he had knowledge and experience in
financial and business matters which allowed him to evaluate the merits and risk
of the receipt of these securities of the Company.  The Company believes that he
was  knowledgeable  about  the  Company's  operations  and  financial condition.

     During  the last quarter of 1998, one person who was a bridge loan creditor
and  a  preferred  stock  holder converted its debt and holdings into a total of
348,121 shares of common stock of the Company.  As a result of this transaction,
approximately  $100,000  of debt was extinguished, and approximately $100,000 in
stated  value  of  preferred  stock was extinguished. These conversions were the
result  of  negotiations  between the Company and the creditors and the holders.
The  Company  believes  that each of the persons had knowledge and experience in
financial  and  business  matters  which allowed them to evaluate the merits and
risk  of  the purchase of these securities of the Company.  The Company believes
that each of these persons were knowledgeable about the Company's operations and
financial  condition.

     During  the  quarter  ended March 31, 1999, one person who as a bridge loan
creditor converted its debt into a total of 62,500 shares of common stock of the
Company.  As  a  result  of  this transaction, approximately $50,000 of debt was
extinguished.  These  conversions  were  the  result of negotiations between the
Company  and  the  creditors and the holders.  The Company believes that each of
the persons had knowledge and experience in financial and business matters which
allowed them to evaluate the merits and risk of the purchase of these securities
of  the  Company.  The  Company  believes  that  each  of  these  persons  were
knowledgeable  about  the  Company's  operations  and  financial  condition.

                                       13
<PAGE>
     In  July, 1999, the Company entered into an agreement with Field of Cotton,
L.P. whereby Field of Cotton, L.P. purchased 6,500,000 shares of common stock of
the Company for a total consideration of $4,250,000, in the form of a promissory
note  in the principal amount of $4,022,600, and $227,400 in cash in the form of
funds previously provided to the Company by Field of Cotton, L.P. in 1999.  As a
result  of  this  agreement,  Field of Cotton, L.P. now owns 48.9% of the common
stock  of  the  Company.  Of  these 6,500,000 shares, Field of Cotton, L.P. owns
1,000,000  shares  outright  free and clear, and the remaining 5,500,000 million
shares  are subject to an escrow agreement and a  security interest agreement in
favor of the Company.  The terms of the promissory note are that 11 payments are
due  commencing  September  1, 1999 in the amount of $100,000 per payment, and a
balloon  payment  in  the  amount of $3,190,213 is due September 1, 2000 for the
remaining principal balance.   The promissory note bears interest at the rate of
8%  per  annum  in arrears.  For each $100,000 payment that Field of Cotton L.P.
makes  to  the  Company,  200,000  shares  are  released from escrow to Field of
Cotton,  L.P.  and are no longer subject to the security agreement.  The Company
believes  that  Field  of Cotton, L.P. had knowledge and experience in financial
and  business  matters  which  allowed it to evaluate the merits and risk of the
purchase of these securities of the Company.  The Company believes that Field of
Cotton,  L.P.  had  knowledgeable  about  the Company's operations and financial
condition.

     In  April,  1999,  the  Company  issued  500,000  shares of common stock to
Richard  Halden  as  compensation  as  an employee of the Company.   The Company
believes he had knowledge and experience in financial and business matters which
allowed  him  to evaluate the merits and risk of the receipt of these securities
of  the  Company.  Mr.  Halden  is the operations manager of the Company in such
capacity  he was were knowledgeable about the Company's operations and financial
condition.

     In  April,  1999, the Company issued 500,000 shares of common stock to Fred
Hoelke  as  compensation  for  professional services he provided to the Company.
The  Company  believes he had knowledge and experience in financial and business
matters  which  allowed  him  to  evaluate the merits and risk of the receipt of
these  securities  of the Company.  Mr. Hoelke provided professional services to
the  Company  and  in  such  capacity  he  was knowledgeable about the Company's
operations  and  financial  condition.

                                       14
<PAGE>
     In  April,  1999,  the  Company  issued  150,000  shares of common stock to
Jonathan  Moseley, the son of Randy Moseley.  As a result of a matter decided in
binding arbitration, the Company had been a judgment debtor in a judgment styled
as  Showplace Video v. American Independent Network, Inc., No. 98-2154-E, County
Court  At  Law No. 5, Dallas County, Texas.  In 1998, Alan Luckett purchased the
judgment  and  released it in exchange for 500,000 shares of common stock of the
Company,  and for access to the digital uplink equipment of the Company, certain
bandwidth  of  the  satellite  transponder  the Company leases, and the right of
first  refusal  on  the Company's transponder rights and equipment leases in the
event  that  the Company ceases operations.  Also in connection with the release
of  judgment  by  Alan  Luckett, Randy Moseley agreed to turnover 728,748 shares
which  he  owned  to  the  Company for cancellation in 1999, and, Don Shelton, a
former director and executive officer of the Company, agreed to turnover 669,618
shares  which  he  owned  to  the  Company for cancellation in 1999.  Further in
connection  with  the  release  of judgment, the Company agreed to issue 150,000
shares  of  common  stock  of the Company to Jonathan Moseley,  the son of Randy
Moseley.  The  Company  believes that Jonathan Moseley was being advised in this
matter  by his father, Randy Moseley and that he had knowledge and experience in
financial and business matters which allowed him to evaluate the merits and risk
of the receipt of these securities of the Company and he was knowledgeable about
the  Company's  operations  and  financial  condition.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     The  following  discussion should be read in conjunction with the financial
statements  and  notes  thereto  for the years ended December 31, 1998 and 1997.

Forward  Looking  Statement  and  Information

     This  Management  Discussion  and Analysis contains various forward looking
statements  which  represent  the  Company's  expectations or beliefs concerning
future  events  and  involve  a  number  of  risks and uncertainties.  Important
factors  that  could  cause  actual  results  to  differ  materially  from those
indicated  include  risks  and  uncertainties  relating  to demographic changes;
existing  government  regulations  and changes in, or the failure to comply with
government  regulations;  competition;  the  loss  of any significant numbers of
subscribers  or  viewers;  changes  in  business  strategy or development plans;
technological  developments  and difficulties (including any associated with the
Year  2000);  the ability to attract and retain qualified personnel; significant
indebtedness; the availability and terms of capital to fund the expansion of our
businesses.  The  Company  has  no  obligation to update or revise these forward
looking  statements to reflect the occurrence of future events or circumstances.

General

     The  Company  was  founded  on  December 11, 1992 and provides programming,
media  production and syndication services to television arid cable stations, as
well  as satellite uplink services to certain cable channels.  The Company has a
wholly-owned  subsidiary,  Eureka  Media & Trading, Inc., formed in the State of
Nevada  on  September 6, 1995, which has not commenced operations.  In 1998, the
Company  changed  the  name  of  its  subsidiary  to  "Senior  Channel,  Inc."

                                       15
<PAGE>
     The  Company originally broadcast its programs via analog transmission and,
in 1996, had Affiliate Agreements with over 150 Affiliate Stations.  However, in
late  1996,  the  Company  converted  from analog to digital transmission and in
connection  with  the  conversion,  was  required  to  provide  digital decoding
equipment  to  each of its Affiliate Stations.  Due to the cost of providing the
decoding  equipment, the Company was not able to furnish the equipment to all of
its then existing Affiliate Stations.  Accordingly, upon conversion, the Company
initially  entered  into  Affiliate  Agreements with 33 Affiliate Stations.  The
Company  has  since entered into Affiliate Agreements to provide family-oriented
television  to  a  network of 25 broadcast television stations and cable systems
nationwide.  The  stations  serviced  by the Company are primarily "independent"
broadcast stations, meaning that they have no affiliation with the major network
organizations  (NBC;  ABC;  CBS;  Fox;  WB Network; and Paramount).  The Company
maintains  a  library of over 2,000 programs covering a wide array of topics and
interests,  and  includes  cartoons,  sports, sitcoms, movies, news and weather,
comedy,  science  and health shows, documentaries, and public interest programs.
The  Company  also  offers  original  programs,  celebrity  golf  tournaments,
professional  boxing,  fishing  expeditions  and  interactive  programming

Result  of  Operations

     Revenues.  Revenues  are  primarily  derived from the Company's programming
services,  sales  of  advertising  and  programming time, and leasing of digital
satellite  channels.  Revenues for 1998 were $377,380 compared to $1,243,145 for
1997, a decrease of $865,765 or 69.6%.  The decrease in revenues resulted from a
decrease  in  leasing  out  of  digital  channels.

     Cost  of Operations.  Costs of operations were $772,512 for the 1998 fiscal
year  and  $957,715 for the 1997 fiscal year, a 19.3% decrease.  The decrease in
1998 was due to a decrease in up-linking and programming expenses.  The $221,861
(38%)  decrease  in  up-linking  expenses  resulted  from  the  reduction of the
Company's  spectrum  space  on the satellite transponder.  Programming expenses,
which  include  costs  for  program  development,  editing, videotapes and other
miscellaneous expenses, increased by $5,022 (4.1%) for fiscal year ended 1998 as
compared  to the 1997 fiscal year.  Programming costs increased as the Company's
cost  of  certain programs increased.  Net rental expenses, which include office
space,  office  equipment, and company vehicles decreased by 4.3% in 1998 due to
the  decrease  in  office  equipment  rental  cost.  Amortization  of the Senior
Channel  increased by $137,936 as 1998 was the first year of the Senior Channel.
The  reserve  for  trade  credits  decreased  by  $125,138 as no addition to the
reserve  established  in  1997  was  deemed necessary in 1998.  Depreciation and
amortization  of  leasehold expenses increased by $21,743 (36.7%) in 1998 due to
the  first  full  year  of  depreciation  being taken on the digital compression
equipment.

     General  and  Administrative.  General  and administrative expenses for the
fiscal  year  ended  December 31, 1998 were $557,367, an increase of $118,135 or
26.9%  more  than administrative expenses of $439,232 for fiscal year 1997.  The
general  and  administrative expenses represent 147.7% and 35.3% of revenues for
fiscal  years  1998  and  1997,  respectively.  The  Company's  general  and
administrative  expenses  consist  of  operating  costs  for  the  Company's
headquarters,  the  salaries  of  corporate  officers  and office staff, travel,
accounting,  legal  and  other  professional  expenses,  and  advertising  and
promotional  costs.

     Interest  expense for the fiscal year 1998 was $231,788 and for fiscal year
1997  was  $381,654,  a decrease of $149,866 or 39.3%.  This decrease was due to
reduction  in  the  outstanding  balance  on  various  bridge loans and Series B
Preferred  Stock.

     During  1998, at the election of the note holders, the Company converted an
aggregate  approximate  amount  of  $333,750  in  outstanding  debt  and accrued
interest  into Common Stock of the Company.  As a result of the conversions, the
Company  expects  interest  expense  for  1999  to  be  correspondingly reduced.

                                       16
<PAGE>
     Operating  Results.  The Company had a net operating loss of $2,172,507 for
fiscal year ended December 31, 1998.  The loss for 1998 was primarily attributed
to  the  decrease of $860,000 in lease revenues from satellite channel space and
programming  time  sales,  the  provision for doubtful accounts in the amount of
$1,584,594,  and  the amortization of the Senior Channel investment of $137,936.

     The  Company  had  a net operating loss of $2,640,982 for fiscal year ended
December  31,  1997.  The  loss for 1997 was primarily attributed to a provision
for  doubtful  accounts  in the amount of $l,584,594, a non-recurring expense in
the  amount  of  $380,260 resulting from the conversion of Bride Loans to Common
Stock,  and  a  reserve  in  the  amount  of  $125,138  for  trade  credits.

Earnings  Per  Share  of  Common  Stock

     The  net  earnings  per common share are based upon the weighted average of
outstanding  common  stock  and  convertible  preferred  stock.  The outstanding
warrants  that  accompany  the preferred stock are not dilutive, therefore, they
are  not  included in the weighted average.  In 1998, the net loss per of common
stock  was  $0.59.  The  loss  is reflective of the decrease in revenues and the
provision  for  doubtful  accounts  and  amortization  of  the  Senior  Channel
investment.

     For  fiscal  1997,  net loss per share of common stock was $0.18.  The loss
for  fiscal  year  1997 is reflective of the provision for doubtful accounts and
the  costs  of  converting  Bridge  Loans  to  Common  Stock.

Liquidity  and  Capital  Resources

     The  Company  has  financed  its  operations  through  a combination of the
issuance  of  equity  securities to private investors, issuance of private debt,
loans  from  affiliates,  and  cash  flow  from  operations.  The  Company  has
cumulative  losses  of  $6,308,230  from  inception  through  December 31, 1998.

     In  December  1997,  the Company entered into an agreement with Media Fund,
Inc.  ("MFI")  pursuant to which MFI would have received 1,875,000 shares of the
Company's  Common  Stock,  assets with a book value of $2,818,933 and 20% of the
commercial  time  slots on the Company's channels for a period of four (4) years
in  exchange for up to 12 hours of network quality programming and $5,000,000 to
be  paid  to  the  Company  in  installments  over  a  five  year  period.

     Media  Fund,  Inc.  did  not perform on the terms of the agreement with the
Company  and the Company terminated the agreement in September 1998 by reversing
the  shares  allocated to MFI and the assets and commercial time slots agreed to
in  the  agreement.

                                       17
<PAGE>
     Current  liabilities  for  fiscal  year  1998 were $2,508,921, which exceed
current  assets  of  $42,595 by $2,466,326.  For fiscal year ended 1997, current
liabilities  exceeded  current  assets  by  $1,886,269.  The decrease in current
assets  in  1998  as compared to 1997 was primarily the result of the removal of
the  note receivable.  The current liabilities for 1998 decreased by $144,365 as
compared  to  1997  due  primarily  to  decreases  in  notes payable and accrued
interest  of  $370,953  and  increase  in  accounts  payable  of  $205,151.

     The  Company  has  been  able  to generate funds from private placements to
finance  operations,  however,  in  the  event  the  Company requires additional
capital  investments,  there can be no assurance that a sufficient amount of the
Company's  securities  can be sold to fund the continuing operating needs of the
Company.

     Financing  activities during 1997 and 1996 consisted of Bridge Loans in the
cumulative  amount  of $2,057,750 and sales of Preferred Stock in the cumulative
amount  of  2,110,015.  Of  the  combined  amount  of  $4,167,765, approximately
$2,205,963  was used for operating expenses, $1,402,802 was paid in issue costs,
and  $559,000  for  debt  repayment.

     Management  believes  that  anticipated  cash flows from operations will be
sufficient  to  meet  the  Company's  expected  cash needs and to finance future
operations,  however,  in the event that future revenues are not sufficient, the
Company  will  conduct  private  and/or  public offerings of its equity stock or
enter  into  bridge  loan  financing  to  raise  the  necessary  capital.

Impact  of  inflation

     Management  does  not believe that general inflation has had or will have a
material  effect  on  operations.

Year  2000  Issues

     The Company has conducted a comprehensive review of its computer systems to
identify any business functions that could be affected by the "Year 2000" issue.
As  the  millennium ("Year 2000") approaches, businesses may experience problems
as  the  result  of computer programs being written using two digits rather than
four  to  define the applicable year.  The Company has conducted a comprehensive
review of its computer systems to identify those areas that could be affected by
the  "Year  2000" issue.  Any of the Company's programs that have time-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  If  not  corrected,  this  could result in extensive miscalculations or a
major  system  failure.

                                       18
<PAGE>
     The  Company  relies  on industry standard software.  Certain manufacturers
have  already  provided  the Company with upgraded software to address the "Year
2000"  issue  and the Company believes that its remaining software manufacturers
will  modify  their  programs  accordingly.  In  the  event  the  remaining
manufacturers  do  not upgrade their software packages, the Company will replace
such  software  with  programs  that address the "Year 2000" issue.  The Company
believes that by modifying existing software and converting to new software, the
"Year  2000"  issue  will  not  pose significant operational problems and is not
anticipated  to require additional expenditures that would materially impact its
financial  position  or  results  of  operations  in  any  given  year.

ITEM  7.     FINANCIAL  STATEMENTS

     The  financial  statements pursuant to this item are set forth beginning on
page  F-1.

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

     None.

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

DIRECTORS  AND  EXECUTIVE  OFFICERS

     Directors  are  elected  annually  and  hold  office  until the next annual
meeting of the stockholders of the Company or until their successors are elected
and qualified.  Officers are elected annually and serve at the discretion of the
Board of Directors.  There is no family relationship between or among any of the
directors  and  executive  officers  of  the  Company.  The  Company's  Board of
Directors  consists  of  one  person.

     Randy  Moseley,  age  51,  is  the  Director, President and Chief Financial
Officer  of the Company.  Mr. Moseley is a founder of the Company and has served
as its President, Chief Financial Officer, Secretary and as a Director since its
inception in 1993.  Mr. Moseley received his Bachelor of Business Administration
degree,  majoring  in  accounting, from Southern Methodist University in Dallas,
Texas.  Mr.  Moseley  is a certified public accountant and worked for a national
public  accounting firm for the six years following his graduation from college.
Mr.  Moseley  has over twenty-five years of fiscal management experience in such
industries  as  insurance,  mortgage  and  real  estate,  hospital  services and
agriculture,  as  well as the television broadcasting and media industries.  Mr.
Moseley  has  been  part  owner  and  operator  of  six  television  stations.

     Mr.  Moseley  has timely filed all reports pursuant to Section 16(a) of the
Exchange  Act.

     The  Board  of  Directors  had  three meetings and took action by unanimous
consent three times during 1998.  All directors took part in all of the meetings
and  consents.

ITEM  10.     EXECUTIVE  COMPENSATION

                                       19
<PAGE>
     The  following table reflects all forms of compensation for services to the
Company  for  the  fiscal years ended December 31, 1998, 1997, 1996 of the chief
executive  officer  of  the  Company.  No other executive officer of the Company
received  compensation  which  exceeded  $100,000  during  1998.

                                       20
<PAGE>
<TABLE>
<CAPTION>
               Summary Compensation Table

                    Annual  Compensation

Name
Principal Position  Year  Salary   All Other Compensation
<S>                 <C>   <C>      <C>
Randy Moseley       1998  $34,902  $                     0
President and CFO   1997  $20,000  $                     0
                    1996  $27,780  $                 5,805
</TABLE>

     Directors  do  not  receive  compensation except reimbursement for costs of
attending  meetings.

                                       21
<PAGE>
ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth certain information at July 22, 1999, with
respect to the beneficial ownership of shares of Common Stock by (I) each person
known  to  the  Company  who  owns  beneficially more than 5% of the outstanding
shares  of Common Stock, (ii) each director of the Company, (iii) each executive
officer  of  the  Company  and  (iv) all executive officers and directors of the
Company  as  a  group.   As  of  July  22, 1999, there were 13,318,903 shares of
common  stock  outstanding.  To the best of the Company's knowledge, each person
set forth below has sole voting and sole dispositive power with respect to their
shares.

<TABLE>
<CAPTION>
Name and                    Number of    Title of        Percent
Address                      Shares        Class        of  Class
--------------------------  ---------  -------------  -------------
<S>                         <C>        <C>            <C>
Field of Cotton, L.P.       6,500,000  Common Stock           48.9%
and its General Partner
Mr. Kris Lamans
16167 Lost Canyon Road
Canyon Country, CA 91351

Randy Moseley                 -0- (1)  Common Stock           0.0%
6125 Airport Freeway
Suite 200
Haltom City, TX 76117

All Directors and Officers
as a group-one person         -0- (1)  Common Stock           0.0%
_________________________
<FN>
(1)  Randy  Moseley  formerly  owned  728,748 shares which he agreed to turnover
to  the  Company  for cancellation in 1999.  These shares have not been canceled
yet.  The  Company  has  possession  of  some  of  these  shares.

     Don  Shelton,  a  former  director  and  executive  officer of the Company,
formerly  owned  669,618  shares  which he agreed to turnover to the Company for
cancellation in 1999.  These shares have not been canceled yet.  The Company has
possession  of  some  of  these  shares.
</TABLE>

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     At one time, Mr. Moseley had ownership interests in six television stations
which  had  have  contracted  with the Company to broadcast as Affiliates of the
Company.   The  terms  of the Affiliate Agreements with the foregoing television
stations  are  the same as those with other non-related Affiliates.  Mr. Moseley
disposed  of  his  interests  in  these  television  stations  in  1998.

                                       22
<PAGE>
     In  1995,  the Company borrowed $52,531 from Shelly Media Marketing ("SMM")
at  an  interest  rate  of 10%.  Mr. Moseley is a principal of SMM.   At July 1,
1999,  this  loan had a remaining principal balance of $97,229.  Mr. Moseley has
agreed  to  give  the Company an indeterminate forebearance on repayment of this
loan.

     In  1994, the Company borrowed $141,152 from ATN Network Inc. ("ATN") at an
interest  rate  of 10%.  Mr. Moseley had been a principal of ATN until December,
1998.  In  September  1996,  Mr. Moseley exercised options to purchase 2,000,000
shares of the Company's Common Stock at $0.10 per share, for a combined purchase
price of $200,000.  Of this amount, $100,000 was paid directly to ATN in partial
payment  of  the  outstanding  debt.  In  December 1997, the Company borrowed an
additional  $243,090  pursuant  to  a written Promissory Note.  ATN subsequently
forgave  all  of  these  debts.

     As  a  result  of  a matter decided in binding arbitration, the Company had
been  a  judgment  debtor  in  a  judgment styled as Showplace Video v. American
Independent  Network,  Inc.,  No.  98-2154-E,  County Court At Law No. 5, Dallas
County,  Texas.  In 1998, Alan Luckett purchased the judgment and released it in
exchange  for  500,000  shares of common stock of the Company, and for access to
the  digital uplink equipment of the Company, certain bandwidth of the satellite
transponder  the Company leases, and the right of first refusal on the Company's
transponder  rights  and  equipment  leases in the event that the Company ceases
operations.  Also  in  connection  with the release of judgment by Alan Luckett,
Randy  Moseley  agreed  to turnover 728,748 shares which he owned to the Company
for  cancellation  in  1999,  and,  Don Shelton, a former director and executive
officer  of the Company, agreed to turnover 669,618 shares which he owned to the
Company  for  cancellation  in  1999.  Further in connection with the release of
judgment,  the  Company  agreed  to  issue 150,000 shares of common stock of the
Company  to  Jonathan  Moseley,  the  son  of  Randy  Moseley.

     In  July, 1999, the Company entered into an agreement with Field of Cotton,
L.P. whereby Field of Cotton, L.P. purchased 6,500,000 shares of common stock of
the Company for a total consideration of $4,250,000, in the form of a promissory
note  in the principal amount of $4,022,600, and $227,400 in cash in the form of
funds previously provided to the Company by Field of Cotton, L.P. in 1999.  As a
result  of  this  agreement,  Field of Cotton, L.P. now owns 48.9% of the common
stock  of  the  Company.  Of  these 6,500,000 shares, Field of Cotton, L.P. owns
1,000,000  shares  outright  free and clear, and the remaining 5,500,000 million
shares  are subject to an escrow agreement and a  security interest agreement in
favor of the Company.  The terms of the promissory note are that 11 payments are
due  commencing  September  1, 1999 in the amount of $100,000 per payment, and a
balloon  payment  in  the  amount of $3,190,213 is due September 1, 2000 for the
remaining principal balance.   The promissory note bears interest at the rate of
8%  per  annum  in arrears.  For each $100,000 payment that Field of Cotton L.P.
makes  to  the  Company,  200,000  shares  are  released from escrow to Field of
Cotton,  L.P.  and  are  no  longer  subject  to  the  security  agreement.

                                       23
<PAGE>
ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)   Exhibits.

Exhibit Number   Title  of  Exhibit
2.1   (*)        Articles  of  Incorporation  of  the  Company,  as  amended.
2.2   (*)        Bylaws  of  the  Company,  as  amended.
10.1  (**)       Stock  Purchase  Agreement  with  Field  of  Cotton, L.P.
21.1  (**)       Subsidiaries  of  the  Company
27.1  (**)       Financial  Data Schedule for the year ended December 31, 1998.
_____________________
(*)     Previously  filed  as an exhibit to the Company's Registration Statement
        on  Form  10-SB  as  amended.
(**)    Filed  herewith.

(b)     No  reports  on  Form 8-K have been filed during the last quarter of the
period  covered  by  this  report.

                                       24
<PAGE>
                                   SIGNATURES

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

                                           American  Independent  Network,  Inc.

July  26,  1999                            /s/  Randy  Moseley
                                           ---------------------------------
                                           Randy  Moseley
                                           Director,  President
                                           and  Chief  Financial  Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  person  on behalf of the registrant and in the capacities and on
the  dates  indicated.


July  26,  1999                            /s/  Randy  Moseley
                                           ---------------------------------
                                           Randy  Moseley
                                           Director,  President
                                           and  Chief  Financial  Officer

                                       25
<PAGE>
                       AMERICAN INDEPENDENT NETWORK, INC.

                          AUDITED FINANCIAL STATEMENTS

                           DECEMBER 31, 1998 AND 1997

Financial  Statements:                                               Page

Report  of  Independent  Certified  Public  Accountants               F-1

Balance  Sheet  at  December  31,  1998  and
December  31,  1997                                                   F-2

Statement  of  Operations  for  the  Twelve  Months
ended  December  31,  1998  and  1997                                 F-4

Stockholders'  Equity  for  the
Twelve  Months  ended  December  31,  1998  and  1997                 F-5

Statement  of  Cash  Flows  for  the  Twelve  Months
ended  December  31,  1998  and  1997                                 F-6

Notes  to  Financial  Statements                                      F-7

<PAGE>
                               JACK F. BURKE, JR.
                           CERTIFIED PUBLIC ACCOUNTANT
                                 P. O. BOX 15728
                         HATTIESBURG, MISSISSIPPI 39404

                          REPORT OF INDEPENDENT AUDITOR

The  Board  of  Directors
American  Independent  Network,  Inc.
Haltom  City,  Texas  76117

I  have audited the accompanying balance sheets of American Independent Network.
Inc.  as  of  December  31,  1998  and  1997,  and  the  related  statements  of
operations,  stockholder's equity and cash flows for the years then ended. These
financial statements are the responsibility of American Independent Network Inc.
management.  My  responsibility  is  to  express  an  opinion on these financial
statements  based  on  my  audits.

I  conducted  my audits in accordance with generally accepted auditing standards
Those  standards  require that I 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 statements presentation.
I  believe  that  my  audits  provide  a  reasonable  basis  for  my  opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects, the financial position of American Independent Network, Inc.
at  December  31,  1998  and 1997 and the results of its operations and its cash
flows  for  the  years  ended  in  conformity with generally accepted accounting
principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
company  will  continue  as  a  going  concern.  As  discussed in Note 19 to the
financial  statements,  the  company has suffered recurring net operating losses
and  has  a  current  ratio  deficit  which  raises substantial doubts about its
ability  to  continue  as  a  going concern. Management's plans in regard to the
matters  are  also described in Note 19. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  the  uncertainty.

Sincerely,

/s/  Jack  F.  Burke,  Jr.
June  7,1999

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                              AMERICAN INDEPENDENT NETWORK, INC.
                                  COMPARATIVE BALANCE SHEET
                                  DECEMBER 31, 1998 AND 1997


ASSETS                                                       1998        1997
<S>                                                       <C>         <C>
  CURRENT ASSETS

       Cash and Cash Equivalents . . . . . . . . . . . .  $    9,807  $   34,768
       Accounts Receivable . . . . . . . . . . . . . . .       2,788       2,250
       Trade Credits Receivable. . . . . . . . . . . . .      30,000      30,000
       Note Receivable Net (Doubtful Accounts $700,000).           0     700,000
                                                          ----------  ----------
            TOTAL CURRENT ASSETS . . . . . . . . . . . .      42,595     767,018
                                                          ----------  ----------

  PLANT, PROPERTY AND EQUIPMENT

       Leasehold Improvements. . . . . . . . . . . . . .      22,851      22,851
       Less Amortization . . . . . . . . . . . . . . . .      -8,608      -8,028
       Equipment and Furnishings . . . . . . . . . . . .     130,642     125,096
       Digital Compression Equipment . . . . . . . . . .     845,092     831,391
       Accumulated Depreciation. . . . . . . . . . . . .    -184,400    -103,954
                                                          ----------  ----------
            TOTAL PLANT, PROPERTY AND EQUIPMENT. . . . .     805,577     867,356
                                                          ----------  ----------

  OTHER ASSETS

       Trade Credits Receivable Net (Allowance $125,138)     231,990     261,990
       Other Investments . . . . . . . . . . . . . . . .     564,489     893,658
       Note Receivable Net (Doubtful Accounts $884,595).           0     884,595
                                                          ----------  ----------
            TOTAL OTHER ASSETS . . . . . . . . . . . . .     796,479   2,040,243
                                                          ----------  ----------

            TOTAL ASSETS . . . . . . . . . . . . . . . .  $1,644,651  $3,674,617
                                                          ----------  ----------
</TABLE>

                  The Accompanying "Notes to Financial Statements"
                 Are An Integral Part of These Financial Statements

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                              AMERICAN INDEPENDENT NETWORK, INC.
                                  COMPARATIVE BALANCE SHEET
                                  DECEMBER 31, 1998 AND 1997


LIABILITIES AND STOCKHOLDER'S EQUITY                   1998         1997
<S>                                                 <C>          <C>
  CURRENT LIABILITIES

       Accounts Payable. . . . . . . . . . . . . .  $   382,555  $   177,404
       Notes Payable . . . . . . . . . . . . . . .    1,603,529    2,133,930
       Accrued Interest - Notes. . . . . . . . . .      278,979      119,530
       Advances from Affiliates. . . . . . . . . .       31,038        9,602
       Interest Due Preferred Shareholders . . . .       37,440       37,440
       Equipment Lease Payments. . . . . . . . . .      175,380      175,380
                                                    -----------  -----------
            TOTAL CURRENT LIABILITIES. . . . . . .    2,508,921    2,653,286
                                                    -----------  -----------

  LONG TERM DEBT

       Deferred Income Tax . . . . . . . . . . . .            0      661,824
       Equipment Lease Payments. . . . . . . . . .      109,003      216,407
                                                    -----------  -----------
            TOTAL LONG TERM DEBT . . . . . . . . .      109,003      878,231
                                                    -----------  -----------

            TOTAL LIABILITIES. . . . . . . . . . .    2,617,924    3,531,517
                                                    -----------  -----------

  STOCKHOLDER'S EQUITY

       Preferred Stock - 1,000,000 shares $1 Par
           Authorized - 1997  53,427 shares issued
           1998  42,427 shares issued. . . . . . .       42,427       53,427
       Common Stock - 20,000,000 shares authorized
           1997 issued  18,232,505 @ $.01Par . . .                   182,325
           1998 issued  4,375,623 @ $.05 Par . . .      218,780
       Additional Paid in Capital. . . . . . . . .    5,073,750    4,511,821
       Retained Earnings . . . . . . . . . . . . .   -6,308,230   -4,135,723
       Note Receivable . . . . . . . . . . . . . .            0     -468,750
                                                    -----------  -----------
            Total Stockholder's Equity . . . . . .     -973,273      143,100
                                                    -----------  -----------

  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY . . .  $ 1,644,651  $ 3,674,617
                                                    -----------  -----------
</TABLE>

                  The Accompanying "Notes to Financial Statements"
                 Are An Integral Part of These Financial Statements

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                     AMERICAN INDEPENDENT NETWORK, INC.
                     COMPARATIVE STATEMENT OF OPERATIONS
            FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998 AND 1997


                                                        1998          1997
<S>                                                 <C>           <C>
  REVENUES
  INCOME FROM NETWORK OPERATIONS . . . . . . . . .  $    377,380  $  1,243,145
                                                    ------------  ------------

  COST AND EXPENSES:
       Satellite Rental. . . . . . . . . . . . . .       360,000       581,861
       Programming Expenses. . . . . . . . . . . .        24,992        12,162
       Productions Expenses. . . . . . . . . . . .       103,750       111,558
       Depreciation. . . . . . . . . . . . . . . .        80,445        54,692
       Amortization of Leasehold . . . . . . . . .           580         4,590
       Amortization of Senior Channel. . . . . . .       137,936             0
       Rental Expense (Net). . . . . . . . . . . .        64,809        67,714
       Provision for Doubtful Accounts . . . . . .     1,584,595     1,584,595
       Administrative Expenses . . . . . . . . . .       557,367       439,232
       Reserve for Trade Credits . . . . . . . . .             0       125,138
                                                    ------------  ------------
            TOTAL COST AND EXPENSES. . . . . . . .     2,914,474     2,981,542
                                                    ------------  ------------

            NET INCOME (LOSS) FROM OPERATIONS. . .    -2,537,094    -1,738,397
                                                    ------------  ------------

            OTHER INCOME - GAIN ON SALE OF ASSETS.             0       785,257
                                                    ------------  ------------

  OTHER EXPENSES
       Interest Expense (Net). . . . . . . . . . .       231,789       381,654
      Amortization of Debt Issue Cost. . . . . . .             0       250,135
       Loss on Sale of Assets. . . . . . . . . . .        31,798        13,969
                                                    ------------  ------------
            TOTAL OTHER EXPENSES . . . . . . . . .       263,587       645,758
                                                    ------------  ------------

  GAIN (LOSS) BEFORE INCOME TAXES AND
         EXTRAORDINARY ITEM. . . . . . . . . . . .    -2,800,681    -1,598,898

  INCOME TAX BENEFIT (EXPENSE) . . . . . . . . . .       661,824      -661,824
                                                    ------------  ------------

  NET (LOSS) BEFORE EXTRAORDINARY ITEM . . . . . .    -2,138,857    -2,260,722

  EXTRAORDINARY ITEM
       Cost of Conversion of Bridge Loans
         To Common Stock . . . . . . . . . . . . .       -33,650       380,260
                                                    ------------  ------------

  NET (LOSS) . . . . . . . . . . . . . . . . . . .   -$2,172,507   -$2,640,982
                                                    ------------  ------------

  EARNINGS PER SHARE OF COMMON STOCK . . . . . . .        -$0.59        -$0.18

  WEIGHTED AVERAGE SHARES. . . . . . . . . . . . .     3,705,036    14,834,322
</TABLE>

                  The Accompanying "Notes to Financial Statements"
                 Are An Integral Part of These Financial Statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                        AMERICAN INDEPENDENT NETWORK, INC.
                                 COMPARATIVE ANALYSIS OF STOCKHOLDER'S EQUITY
                             FOR THE TWELVE MONTH ENDED DECEMBER 31, 1998 AND 1997


                                                                                  ADDITIONAL
                                     PREFERRED    STOCK      COMMON      STOCK      PAID-IN       NOTE       RETAINED
                                      SHARES     AMOUNT      SHARES      AMOUNT     CAPITAL    RECEIVABLE    EARNINGS
<S>                                  <C>        <C>        <C>          <C>       <C>          <C>          <C>
Balance December 31, 1996 . . . . .    107,546  $ 107,546   14,045,268  $140,453  $ 2,513,734  $         0  -$1,494,741
Preferred A Shares Issued . . . . .    175,154    175,154                             963,347
Issued Cost of Preferred B                                                           -547,999
Preferred Stock Conversions . . . .   -229,273   -229,273      458,546     4,585      224,688
Bridge Loan Conversions                                      1,653,691    16,537      810,051
Sale of Common Stock                                           200,000     2,000       98,000
Sale of Common Stock for
     Note Receivable. . . . . . . .                          1,875,000    18,750      450,000     -468,750
Net Loss for the Year Ended
     December 31, 1997. . . . . . .                                                                          -2,640,982
                                                                                                            -----------
BALANCE DECEMBER 31, 1997 . . . . .     53,427     53,427   18,232,505   182,325    4,511,821     -468,750   -4,135,723

Preferred Stock Conversions . . . .    -11,000    -11,000       22,000       220       10,780
Bridge Loan Conversions                                        208,021     2,080       85,805
Reverse Sale of Common Stock
     for Note Receivable. . . . . .                         -1,875,000   -18,750     -450,000      468,750
Common Issued  for Financing. . . .                          3,400,000    34,000      -34,000
Adjustment to reflect reverse split
     of Common of 1 for 5 . . . . .                        -15,990,005
Affiliate Debt Forgiveness. . . . .                                                   688,726
Net Loss for the Year Ended
     December 31, 1998. . . . . . .                                                                          -2,172,507
Post Split Bridge Loan
     Conversions. . . . . . . . . .                            378,102    18,905      260,618
                                                           -----------  --------  -----------
BALANCE DECEMBER 31, 998. . . . . .     42,427  $  42,427    4,375,623  $218,780  $ 5,073,750  $         0  -$6,308,230
                                     ---------  ---------  -----------  --------  -----------  -----------  -----------
</TABLE>

                                The Accompanying "Notes to Financial Statements"
                              Are An Integral Part of These Financial Statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INDEPENDENT NETWORK, INC.
                       COMPARATIVE STATEMENT OF CASH FLOW
              FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998 AND 1997


                                                          1998          1997
<S>                                                   <C>           <C>
CASH FLOWS PROVIDED (USED)
     BY OPERATING ACTIVITIES
     Net Gain (Loss) . . . . . . . . . . . . . . . .   -$2,172,507   -$2,640,982
     Adjustment to reconcile net income to net
         cash from operating activities:
     Amortization of Leasehold . . . . . . . . . . .           580         4,570
     Depreciation. . . . . . . . . . . . . . . . . .        80,445        54,712
     Amortization of Senior Channel. . . . . . . . .       137,936             0
     Sale of Assets with Note Receivable . . . . . .     1,584,595     1,584,595
     Provision for Doubtful Accounts . . . . . . . .             0      -785,257
     Reserve for Trade Credits . . . . . . . . . . .             0       125,138
     Non Cash Operating Expenses . . . . . . . . . .             0         3,991
     Accounts Receivable . . . . . . . . . . . . . .          -538         8,480
     Non Cash Revenues . . . . . . . . . . . . . . .             0      -120,000
     Cost of Loan Conversion to Common Stock . . . .        33,650       380,260
     Trade Credits Receivable. . . . . . . . . . . .        30,000        45,000
     Deferred Tax Benefit. . . . . . . . . . . . . .      -661,824             0
     Deferred Tax Credit . . . . . . . . . . . . . .             0       661,824
     Investment in Stocks. . . . . . . . . . . . . .       196,455             0
     Accounts Payable. . . . . . . . . . . . . . . .       205,152      -106,932
     Accrued Interest. . . . . . . . . . . . . . . .       159,449        -1,964
     Conversion of Interest Payable to Common Stock.             0       165,612
     Advances from Affiliates. . . . . . . . . . . .        21,436         4,561
     Customer Deposits . . . . . . . . . . . . . . .             0       -20,000
     Investment in Senior Channel. . . . . . . . . .             0      -689,680
                                                      ------------  ------------
TOTAL CASH USED BY OPERATING ACTIVITIES. . . . . . .      -385,171    -1,326,072
                                                      ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in Equipment . . . . . . . . . . . .       -19,247       -99,915
     Investment in Film Library. . . . . . . . . . .        -5,222        -7,523
                                                      ------------  ------------
TOTAL CASH FLOW FROM INVESTING ACTIVITIES. . . . . .       -24,469      -107,438
                                                      ------------  ------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
     Note Payable (Decrese) Increase . . . . . . . .      -196,651       819,580
     Long Term Lease (Decrease). . . . . . . . . . .      -107,404      -101,650
     Preferred Stock Increase. . . . . . . . . . . .             0       175,154
     Common Stock Increase . . . . . . . . . . . . .             0         2,000
     Debt Forgiviness by Affiliate . . . . . . . . .       688,734             0
     Additional Paid-In Capital Increase . . . . . .             0       513,348
                                                      ------------  ------------
TOTAL CASH PROVIDED BY FINANCING ACTIVITIES. . . . .       384,679     1,408,432
                                                      ------------  ------------

Net Cash Increase (Decrease) . . . . . . . . . . . .       -24,961       -25,078

Cash, Beginning of Period. . . . . . . . . . . . . .        34,768        59,846

CASH AT END OF YEAR. . . . . . . . . . . . . . . . .  $      9,807  $     34,768
                                                      ------------  ------------
</TABLE>

                  The Accompanying "Notes to Financial Statements"
                 Are An Integral Part of These Financial Statements

                                      F-6
<PAGE>
                       AMERICAN INDEPENDENT NETWORK, INC.
                    NOTES TO COMPARATIVE FINANCIAL STATEMENTS
                         DECEMBER  31,  1998  AND  1997


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

CASH  AND CASH EQUIVALENTS - Consist of cash balances. Cash and cash equivalents
consist  of  highly  liquid investments with an original maturity date of ninety
days  or  less.  The  company  does  not  have  any  cash  equivalents.

TRADE  CREDITS  RECEIVABLES  -  The  company owns trade credits in the amount of
$387,128  at  December  31,1998 and $417,128 at December 31, 1997. As defined by
the  International  Reciprocal  Trade  Association,  a trade dollar is a unit of
account  that denotes the right to receive (receivable) or the obligation to pay
(a payable), one US dollar worth of goods and services within a barter system or
network.  While all of the trade credits may be used by the company at any time,
the company has shown a pattern of using $25,000 to $30,000 worth of the credits
in  each  of the past two years. Therefore the company's trade credits are being
classified as current $30,000 and other assets of $231,990 at December 31, 1998.
The  trade credits were obtained in 1994 in exchange for an investment in common
stock  and  was  valued at the fair value of the investment in common stock. The
company  uses  the  credits  primarily for travel expense. The company, has also
exchanged  trade  credits  for computer equipment and legal services. Management
does  not consider impairment under FAS 121 is appropriate as management intends
to fully utilize the credits and the credits do not have an expiration date. Due
to  the  slow  rate of usage, the company has established a valuation account of
$125,138. The trade group, the company is a member of, currently has over twenty
four  hundred  participants.

                                      F-7
<PAGE>
ACCOUNTS  RECEIVABLE - Allowance for doubtful accounts. The company has accounts
receivable  at December 31, 1998 of $2,788 owed by regular customers. Management
deems  this  amount to be fully collectible. No allowances for doubtful accounts
is  necessary.  At  December  31, 1997 the total accounts receivable was $2,250.

PLANT,  PROPERTY  AND  EQUIPMENT  - Plant, property and equipment is recorded at
cost.

DEPRECIATION  AND  AMORTIZATION  -  The cost of plant, property and equipment is
depreciated  over the estimated useful life of the assets ranging from equipment
at  5  years to leasehold improvements at 20 years. Book depreciation and income
tax  depreciation  are  on a straight line basis. For income tax information see
Note  3.

INCOME  TAXES  -  The  company  accounts  for  income  taxes  under Statement of
Financial  Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109).
SFAS  109  is  an  asset and liability approach that requires the recognition of
deferred  tax assets and liabilities for the expected future tax consequences of
events  that  have  been recognized in the company's financial statements or tax
returns. In estimating future tax consequences, SFAS 109 generally considers all
expected future events other than enactments of changes in the tax law or rates.
Income  tax  accounting  information  is  disclosed in Note 3 to the comparative
financial  statements.

USE  OF  ESTIMATES  - The preparation of financial statements in conformity with
generally  accepted  accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  notes.  Actual  results  could  differ  from  these  estimates.

OTHER  ASSETS  -  Consist  of  the  following:

1998                          1997
----                          ----
     Investment  in  Stocks                                                   $0
$196,455
     Film  Library
12,745                           7,523
     Investment  in  Senior  Channel                                551,744
                                                                   --------
 689,680
--------
          Total  Other  Assets                                         $564,489
$893,658

OTHER  COMPREHENSIVE  INCOME - The company does not have any other comprehensive
income.  Other  comprehensive  income  and  net  income  (loss)  are  the  same.

                                      F-8
<PAGE>
NOTE  2  -  NOTES  PAYABLE

Notes  Payable  at  December  31,  1998  consist  of  the  following  notes:

<TABLE>
<CAPTION>
                                       DUE                            ACCRUED
       CREDITOR                        DATE    INTEREST   PRINCIPAL   INTEREST
<S>                                  <C>       <C>        <C>         <C>
Shelley Media Marketing*              9/30/98        10%  $   85,279  $   5,100
Cleveland  Broadcasting*              9/30/98        10%       1,632      1,000
Pacific Acquisition Group            12/31/98        11%     250,500     25,050
Bridge Loans                         10/31/97        15%   1,266,118    242,534
                                                          ----------  ---------
          Total                                           $1,603,529  $ 273,684
                                                          ----------  ---------

Advances from Other
     Affiliated Companies            Demand          10%      31,038      5,295
                                                          ----------  ---------
          Total                                           $1,634,567  $ 278,979
                                                          ----------  ---------
<FN>
*Affiliated Companies
</TABLE>

Notes  Payable  at  December  31,  1997  consist  of  the  following  notes:

<TABLE>
<CAPTION>
                                       DUE                            ACCRUED
         CREDITOR                      DATE    INTEREST   PRINCIPAL   INTEREST
<S>                                  <C>       <C>        <C>         <C>
Shelley Media Marketing*              9/30/98        10%  $   51,100  $       -
Cleveland Broadcasting*               9/30/98        10%      26,089          -
ATN Network, Inc.*                    9/30/98        10%     284,241          -
Pacific Acquisition Group            12/31/98        11%     250,500          -
Bridge Loans                         10/31/97        15%   1,522,000    119,530
                                                          ----------  ---------
           Total                                           2,133,930    119,530

Advances from Other
     Affiliated Companies            Demand          10%       9,602      2,295
                                                          ----------  ---------
           Total                                          $2,143,532  $ 121,825
                                                          ----------  ---------
<FN>
*Affiliated  Companies
</TABLE>

NOTE  3  -  INCOME  TAXES

DEFERRED  INCOME  TAX  LIABILITY  CONSIST  OF  THE  FOLLOWING  COMPONENTS:

<TABLE>
<CAPTION>
Provision for Income Taxes:          1998          1997
<S>                               <C>          <C>
Current                           $        -   $         -
Deferred Liability                 1,137,548    (1,137,548)
Less Tax Asset - Carryover          (475,724)      475,724
                                  -----------  ------------
Total Provision for Income Taxes  $  661,824   $  (661,824)
                                  -----------  ------------
</TABLE>

Installment  sale  in  1997  which  created  deferred
tax  liability  of  $1,137,548  and  a  current  1997
tax  expense  of  $661,824  has  been  canceled  reducing
the  tax  liability  to  $0.

The  tax  effects  of temporary differences that give rise to deferred income by
Assets and  liabilities  at  December  31,  are  as  following:

<TABLE>
<CAPTION>
DEFERRED INCOME TAX ASSETS                                   1998        1997
<S>                                                      <C>         <C>
Net operating loss                                       $  698,290  $  683,201
Valuation account                                           698,290    (207,477)
                                                         ----------  -----------
                                                         $        -  $  475,724
                                                         ----------  -----------

DEFERRED INCOME TAX LIABILITIES
Installment sale method on Notes Payable                             $1,137,548
Valuation allowance                                                    (475,724)
                                                                     -----------
Net deferred tax asset liability                                     $ (661,827)

The company has net operating losses (NOLs) at
December 31, 1998 of approximately $4,730,842.
These NOLs expire as follows:

                                                   2010  $   70,912
                                                   2011   1,191,269
                                                   2012     635,367
                                                   2018   2,833,294
                                                         ----------
                                                         $4,730,842
                                                         ----------

The company has capital loss carryover of $46,036
Capital loss carryover will expire as follows:

                                                   2002  $   14,238
                                                   2003      31,798
                                                         ----------
                                                         $   46,036
                                                         ----------
</TABLE>

Realization  of  deferred  tax  assets  associated with the NOLs and net capital
loss  carryovers  is  dependent  on  generating  sufficient taxable income prior
to their expiration. Due to the uncertainty of the company's ability to generate
such  income  with  the  possibility  that  these  carryovers may expire unused,
management  has  established  a  valuation  account  against  them.

NOTE  4  -  SUPPLEMENTAL  CASH  FLOW  INFORMATION

<TABLE>
<CAPTION>
                   1998      1997
CASH USED FOR:
<S>               <C>      <C>
Interest          $63,441  $127,861
Taxes             $     -  $      -
</TABLE>

NOTE  5  -  DISCLOSURE  ABOUT  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  following  methods  and assumptions were used to estimate the fair value of
Each class  of  financial  instrument where it is practicable  to estimate  that
value:

NOTE  RECEIVABLE  -  The carrying amount approximates fair value because each is
valued  at estimated  discounted  future  cash  flows.

LONG TERM INVESTMENTS  - The fair value of these investments are estimated based
on  quoted market  prices  for  those  and  similar  investments.

NOTES  PAYABLE - The carrying value approximates fair value because of the short
Maturity date  of  these  investments.

The estimated Fair Values of the company's Financial Instruments are as follows:

<TABLE>
<CAPTION>
                                   1998                   1997
                           CARRYING      FAIR      CARRYING      FAIR
                            AMOUNT      VALUE       AMOUNT      VALUE
<S>                       <C>         <C>         <C>         <C>
Notes Receivable          $        -  $        -  $1,584,595  $1,584,595
Long Term Investments              -           -     196,455     390,910
Accounts Payable             382,555     382,555     177,404     177,404
Equipment Lease Payments     284,383     255,945     391,787     354,219
Notes Payable             $1,603,529  $1,603,529  $2,133,930  $2,133,930
</TABLE>

NOTE  6  -  LEASE  OBLIGATIONS  AND  LONG  TERM  DEBT  DISCLOSURE

The  company  is  obligated  on  three  leases.  The  leases  are  as  follows:

BUILDING  -  The  company  utilizes  the  spaces  as  both corporate offices and
studios. The lease is $5,400 per month and expired  May 31, 1998.The  lease  was
renewed for 36  months at  $6,368  per  month  and  expires  Febuary  2002.

EQUIPMENT  -  The  company  has  entered  a  master  equipment  lease  (digital
compression equipment) for  a period of  thirty-six months  ending  December 31,
1999. The lease has a fairmarket  value purchase option at the end of the lease.
Total lease obligation is $390,996 and the  lease has been treated as a  capital
lease. In May 1997,  the  company  entered  into a lease for additional  digital
equipment  for  a  period  of  36  month  with payments of $4,302 per month. The
lease  period  is  from  June  1,  1997  to  May  1,  2000.  The  lease has been
capitalized.

SATELLITE  -  The  company  leased  satellite transponder space under an initial
Operating  lease.  The  lease  is  for  three  years ending July 31, 1999 with a
total lease  obligation of  $2,250,000.  The  company  has  modified  its  lease
reducing its satellite band width  from 24 MHz to 8 MHz which reduces its future
lease cost from $1,187,500 to $619,848 under the  ease modification. The company
pays  the  new  lease  balance  at  the  rate  of  $30,000  per  month  during
the  period  January  1,  1998  through  July 1, 1999 when the lease terminates.

Details  of  lease  obligations  are  as  follows:

<TABLE>
<CAPTION>
      CAPITALIZED   CAPITALIZED    OPERATING
       EQUIPMENT     EQUIPMENT    TRANSPONDER   BUILDING
        LEASE #1      LEASE #2       LEASE        LEASE
<S>   <C>           <C>           <C>           <C>
1999  $    123,756  $     51,624  $    210,000  $  76,200
2000        87,493        21,510                   76,200
2001                                               31,750
</TABLE>

NOTE  7  -  SALE  OF  ASSETS

AIN  entered  into  an  agreement with Media Fund, Inc. dated December 10, 1997.
This  agreement materially  affects  the  financial  statements  and  AIN  daily
operations.

Media  Fund,  Inc.,  under  the provisions of the above agreement, gave to AIN a
promissory  note  in the  amount  of  $5,000,000. The  agreement  has  certain
restrictions as to the use of funds received from  Media Fund, Inc. (see below).

AIN  exchanged the following assets of the company for the $5,000,000 promissory
note.

<TABLE>
<CAPTION>
<S>                                      <C>
Note Receivable (Present Value)           $ 3,637,940
Common Stock 1,875,000 shares @ $.25          468,750
                                          ------------
                                          $ 3,169,190
                                          ------------

BOOK VALUE OF ASSETS SOLD
Prepaid Television Inventory              $ 1,426,933
Other Long Term Assets (Trade Due Bills)      837,000
Accounts Receivable (Inet, Inc.)              120,000
                                          ------------
Total Asset Book Value                      2,383,933
                                          ------------
Gain on Sale                              $   785,257
                                          ------------

AIN canceled this transaction in September 1998 for
non-payment by Media Fund ,Inc. and the  following
accounts  were  affected  by  the  cancellation:

Note Receivable, Net of Reserves          $(2,053,345)
Deferred Tax Liability                      1,137,548
Deferred Tax  Benefit                         447,047
Common Stock                                   18,750
Paid in Capital                               450,000
</TABLE>

NOTE  8  -  RELATED  PARTIES

The  company has engaged in transactions with certain other enterprises that are
Affiliated companies.  These  companies  are  controlled  by  the management and
Principals stockholders of American  Independent  Network  Inc.. The  controlled
companies transactions are as follows:

<TABLE>
<CAPTION>
                                  1998                  1997
                                  FUNDS                 FUNDS
                          BORROWED    REPAID   BORROWED       REPAID
<S>                       <C>        <C>       <C>        <C>
Cleveland Broadcasting               $ 24,457             $       12,185
San Antonio               $  10,000    11,064                      2,200
  Broadcasting (3)
TV Channel 22  (3)           22,500         -     12,310           5,500
LYN Broadcasting                  -         -                (1)   4,500
ATN Network                       -   255,812  $ 579,250   (2)  $320,376
Shelley Media Marketing   $ 707,896  $673,717
<FN>
(1)  Repaid  with  common  stock  issued  at  $3.25  per  share
(2)  Repaid  $100,000  with  common  stock  at  $0.10  per  share
(3)  Other  affiliated  companies
</TABLE>

NOTE  -  9  PREFERRED  STOCK

Preferred stockholder's may convert one share of preferred stock into two shares
Of common stock. Preferred stockholder's  also receive nine percent interest per
annum  in  lieu of  dividends.  Summary  of  preferred  stock  transactions  are
as  follows:

<TABLE>
<CAPTION>
<S>                                                             <C>
Number of Preferred B Shares sold in 1996 per Comparative
Analysis of Stockholder's Equity                                 107,546
Number of Preferred B Shares sold in 1997 per Comparative
Analysis of Stockholder's Equity                                 175,154
                                                                ---------
     Total number of Preferred B Shares Sold                     282,700

Number of Preferred B Shares converted to common stock in 1997
at the rate of two common for each Preferred B,
which would equal 480,546 shares of common stock.               (229,273)
                                                                ---------
Number of Preferred B Shares outstanding at December 31, 1997     53,427

Number of Preferred B Shares converted to common stock in 1998
at the rate of two common for each Preferred B, which would
equal 22,000 shares of common stock                              (11,000)
                                                                ---------
Number of Preferred B Shares outstanding at December 31, 1998     43,427
                                                                ---------
</TABLE>

NOTE  10  -  SENIOR  CHANNEL

The  company  acquired  the  Copyright  to  the  Senior  Channel in exchange for
accounts receivable in the amount of $689,680 due to the company from the owners
of  the  Senior  Channel  Copyright.  The  Senior  Channel  has twenty-four hour
programming  per  day.  There  was  no  gain  or  loss  recognized when accounts
receivable  for  the  Senior  Channel  was  converted into Investment  in Senior
Channel.  The  company's projections indicate that the cost will be recovered in
four  to   to five years. The company continues to evaluate this asset quarterly
and  will  amortize  the  cost  over  five  years  and  at December 31, 1998 had
amortized  $137,936  of  the  cost.

NOTE  11  -  INVESTMENT  IN  COMMON  STOCK

The  company  owned  368,100 shares of Quick Tent, Inc. (NASD Small Cap QTNT) at
December  31, 1997. The company sold Quick Tent, Inc. stock in 1998 resulting in
a  loss of  $31,748.  This  investment  is  included  in  Other  Investments  at
December 31, 1997.

NOTE  12  -  FILM  LIBRARY

The  film  library  consist of approximately 2,000 films and television produced
Tapes at  a  cost  of  $12,745.

NOTE  13  -  BRIDGE  LOAN

In  1997 Bridge Loan holders had the right to convert their loan to common stock
at  $3.25  per  share,  $431,118  of loans were converted into 132,652 shares in
that year. To equate the  the difference between market price of $0.25 per share
and  the  conversion  price  of $3.25 an additional 1,521,039 common shares were
issued in 1997. In 1998 $333,750 of bridge loans was converted to 450,731 shares
of common stock at an as average price of $0.74 per share. An additional 134,602
shares  were  issued  to  equalized  with  the  market.

NOTE  14  - RECONCILIATION OF CHANGES IN NOTES PAYABLE TO CASH FLOW GENERATED BY
            INCREASE  IN  NOTES  PAYABLE

<TABLE>
<CAPTION>
<S>                                       <C>
Notes Payable 1998                        $1,603,529
Notes Payable 1997                         2,133,930
                                          -----------
Net Change                                  (530,401)

Notes Paid by Conversion to Common Stock     333,750
                                          -----------
Net Cash Used by Notes Payable            $ (196,651)
                                          -----------
</TABLE>

NOTE  15  -  CAPITAL  STOCK

During  1998,  the company declared a 1 for 5 reverse split in its common stock.
At  the time of the reverse split in November 1998, there were 19,987,526 shares
outstanding.  After  adjusting  the  outstanding  shares for the 1 for 5 reverse
split,  there  were  3,997,521  shares  outstanding.

NOTE  16  -  STOCK  ISSUED  FOR  FINANCING

The  company  issued  3,400,000  shares of common stock for no consideration for
which  the  company was to receive financing. As financing has not materialized,
the company is in the process of retrieving the stock. After the split the stock
amount  is  680,000  shares.

NOTE  17  -  DEBT  FORGIVENESS  BY  AFFILIATE

An affiliated company has forgiven its debt from American Independent Network in
the  amount  of  $688,734. Pursuant to Accounting Principal Board Opinion Number
26, this has been treated as a contribution to capital. There are no tax effects
as  the  company  has  no  tax  asset  or  liability.

NOTE  18  -  LEGAL  MATTERS

The  company  has  had  several judgments rendered against it. One judgement has
Resulted in  a  receivership  in 1999. Judgments  in  place at December 31, 1998
are as follows:

<TABLE>
<CAPTION>
      JUDGEMENT ENTERED FOR                     AMOUNT
<S>                                           <C>           <C>
Witner, Poltrck & Giampietro                   $    11,921
Hall, Estill, Hardwick & Gable                      29,862
New Image Video                                     90,000
Tarrant County Appraisal District                   18,000
Ira Weingarten/Equity Communications                60,000
Showplace Video                                     56,000  Converted to receivership in 1999
Bowne of Los Angeles, Inc.                          34,056
WorldCom Inc.                                       76,000
Knapp Petersen and Clarke                        __________  In arbitration
                                               $   375,839
</TABLE>

These  amounts  are  included  in  accounts  payable.

NOTE  19  -  GOING  CONCERN

As  shown in the accompanying financial statements the company has had recurring
net  operating losses resulting in cash flow problems. All of the company's debt
is  short  term  resulting  in  a  substantial  current  ratio  deficit (current
liabilities  and long term liabilities due within twelve months are greater than
current  assets  and  assets  available  for  use  within  twelve months). These
circumstances  raise  substantial doubt as to the company's ability to  continue
as  a  going  concern. Such conditions may prevent the company from  meeting its
liabilities  within  a  timely  manner.

Management  is  seeking  and believes it will succeed in attracting new debt and
equity capital. Management believes that it will obtain sufficient capital to be
able  to  fund an  agreement with its creditors and revitalize its sales efforts
which  it  is  believed  will internally generate sufficient funds for continued
operations.

The  financial statements do not include any adjustments that might be necessary
if the company  is  unable  to  continue  as  a  going  concern.

                                      F-9
<PAGE>