<PAGE>

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


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

                                   FORM 10-QSB

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


(Mark One)

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

      For the quarterly period ended..............................March 31, 2001



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from        to
                                     ------    -----


                        Commission file number 000-23105

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

                        HISPANIC TELEVISION NETWORK, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                DELAWARE                                  75-2504551
     (State or Other Jurisdiction of           (IRS Employer Identification No.)
     Incorporation or Organization)

6125 AIRPORT FREEWAY, SUITE 200, FORT WORTH, TEXAS           76117
     (Address of Principal Executive offices)             (Zip Code)

         Issuer's telephone number, including area code: (817) 222-1234



                       AMERICAN INDEPENDENT NETWORK, INC.

             (Former Name, Former Address and Former Fiscal Year,
                          if changed since last report)

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



         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or 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 / /

         State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date. As of May 14, 2001, there
were approximately 119,168,477 shares of our common stock issued and
outstanding.

         Transitional Small Business Disclosure Format: Yes / / No /X/



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<PAGE>

                                       HISPANIC TELEVISION NETWORK, INC.

                                              TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                              PAGE
                                                                                                              ----
<S>        <C>                                                                                                <C>
                                          PART I FINANCIAL INFORMATION

Item 1.    Financial Statements..................................................................................1

           Condensed Balance Sheets as of March 31, 2001 (unaudited) and December 31, 2000.......................2

           Condensed Statements of Operations for the three months ended March 31, 2001
           (unaudited) and March 31, 2000 (unaudited)............................................................3

           Condensed  Statements  of Cash Flow for the three months ended March 31, 2001
           (unaudited) and March 31, 2000 (unaudited)............................................................4

           Statement of Stockholders' Equity as of March 31, 2001 (unaudited)....................................5

           Notes to Condensed Financial Statements (unaudited)...................................................6

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations................14

                                           PART II OTHER INFORMATION

Item 1.    Legal Proceedings....................................................................................21
Item 2.    Changes in Securities................................................................................21
Item 3.    Defaults Upon Senior Securities......................................................................22
Item 4.    Submission of Matters to a Vote of Security Holders..................................................22
Item 5.    Other Information....................................................................................22
Item 6.    Exhibits and Reports on Form 8-K.....................................................................22

           Signatures

</TABLE>

















<PAGE>

                          PART I FINANCIAL INFORMATION

     This Quarterly Report on Form 10-QSB contains forward-looking statements
within the meaning of Section 24A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements appear in a number of
places including Item 1. "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Such statements can be identified by the
use of forward-looking terminology such as "believes," "expects," "may,"
"estimates," "will," "should," "plans" or "anticipates" or the negative thereof
or other variations thereon or comparable terminology, or by discussions of
strategy. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results could differ materially from those
projected in the forward-looking statements. This report identifies factors that
could cause such differences. No assurance can be given that these are all of
the factors that could cause actual results to vary materially from the
forward-looking statements.




























                                       1

<PAGE>

Item 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                          Hispanic Television Network, Inc.
                                        Condensed Consolidated Balance Sheets

                                                                               MARCH 31,              DECEMBER 31,
                                                                                 2001                     2000
                                                                             (UNAUDITED)
<S>                                                                    <C>                       <C>
ASSETS
Current Assets
  Cash and cash equivalents                                            $           26,043        $          87,235
  Accounts Receivable (net of allowance for doubtful accounts of                  101,435                  141,481
  $29,000 at March 31, 2001 and $0 at December 31, 2000)
  Prepaid expenses and other current assets                                       260,003                  779,571
                                                                       --------------------      ------------------
Total current assets                                                              387,481                1,008,287

Property and equipment, net                                                     4,631,175                4,773,039
Other assets                                                                    1,588,777                3,059,634
                                                                       --------------------      ------------------
Total assets                                                           $        6,607,433        $       8,840,960
                                                                       ====================      ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts Payable                                                    $        2,494,734        $         917,730
   Accrued Liabilities and other                                                  312,840                1,631,137
   Notes Payable                                                                1,381,748                1,053,045
   Accrued Interest                                                               928,272                  656,075
   Deferred Revenue                                                               300,000                  300,000
   Due to Private Placement Participants, net of discount                       7,304,067                6,798,091
   Programming contracts payable                                                  515,750                1,607,000
   Obligation under capital lease                                                 360,080                  392,014
   Other                                                                           10,396                   10,396
                                                                       --------------------      ------------------
 Total Liabilities                                                             13,607,887               13,365,488

 STOCKHOLDERS' EQUITY:
   Convertible Preferred Stock, $1.00 par value:
     Authorized shares - 10,000,000
     Issued and outstanding - 42,427                                              275,774                  275,774
   Common stock pending issuance                                                3,045,484                3,887,836
   Common Stock, par value $0.01: 200,000,000 shares authorized,
     107,353,689 outstanding at March 31, 2001 and 90,822,587
     outstanding at December 31, 2000                                           1,073,537                  908,226
   Additional Capital                                                          36,539,704               32,353,122
   Accumulated Deficit                                                        (47,934,953)             (41,949,486)
                                                                       --------------------      ------------------
Total stockholders' equity (deficit)                                           (7,000,454)              (4,524,528)
                                                                       --------------------      ------------------
Total liabilities and stockholders' equity                             $        6,607,433        $       8,840,960
                                                                       ====================      ==================
</TABLE>

                                                   SEE ACCOMPANYING NOTES
                                                            2
<PAGE>

<TABLE>
<CAPTION>
                                        Hispanic Television Network, Inc.
                                 Condensed Consolidated Statements of Operations
                           For the Three Months Ended March 31, 2001 and March 31, 2000
                                                   (Unaudited)

                                                                                2001                       2000
                                                                         --------------------    --------------------
<S>                                                                      <C>                     <C>
Revenue                                                                  $       658,909         $        60,243

Expenses:
   Programming expenses                                                          563,819                 370,283
   Satellite rental                                                              226,711                 209,038
   Production expenses                                                            98,454                  97,462
   Rental expense (net)                                                           28,090                   8,253
   Professional fees                                                             498,342                       -
   General and Administrative expenses                                         2,770,882                 727,060
   Salaries and Wages                                                            775,672                 460,310
   Bad Debt Expense                                                               29,000                       -
   Non-cash compensation - Stock Options                                               -                 258,548
   Depreciation                                                                  165,089                  60,772
   Amortization                                                                   31,721                 284,323
                                                                         --------------------    --------------------
Total expenses                                                                 5,187,780               2,476,049
                                                                         --------------------    --------------------
Loss from Operations                                                          (4,528,871)             (2,415,806)
Other expenses
   Other loss or expenses                                                        172,000                       -
   Interest expense, net                                                       1,284,596                  26,549
                                                                         --------------------    --------------------
Net Loss                                                                 $    (5,985,467)        $    (2,442,355)
                                                                         ====================    ====================

Basic and diluted net loss per share                                     $          (.06)        $          (.03)
                                                                         ====================    ====================
Weighted average shares outstanding                                           98,626,886              84,372,484
                                                                         ====================    ====================
</TABLE>


SEE ACCOMPANYING NOTES.










                                                          3
<PAGE>

                                 Hispanic Television Network, Inc.
                                Condensed Statements of Cash Flows
                    For the Three Months Ended March 31, 2001 and March 31, 2000
                                           (Unaudited)


<TABLE>
<CAPTION>

                                                                                    2001                 2000
                                                                              ----------------     ----------------
<S>                                                                           <C>                  <C>
OPERATING ACTIVITIES
Net loss                                                                      $     (5,985,467)    $     (2,442,355)
Adjustment to reconcile net loss to net cash used by
   operating activities:
   Amortization                                                                         31,721              284,323
   Depreciation                                                                        165,089               60,772
   Stock issued for consulting, litigation settlement and                              616,317              258,548
        other services
   Write-off of impaired assets, net of related liabilities                           (904,502)                   -
   Interest expense on debt discount                                                   999,176                    -

   Changes in operating assets and liabilities:
        Accounts receivable                                                             40,046                6,750
        Other assets                                                                   (51,751)              73,799
        Prepaid assets                                                                 519,568             (376,140)
        Accounts payable                                                             1,577,004             (489,400)
        Other liabilities                                                              (46,092)             372,609
        Accrued Interest                                                               272,197               49,200
                                                                              ----------------     -----------------
Net cash used by operating activities                                               (2,766,694)          (2,201,894)
                                                                              ----------------     -----------------

INVESTING ACTIVITIES
Capital expenditures                                                                         -             (593,774)
Station acquisitions and licenses                                                            -           (2,700,000)
Purchase of Building                                                                         -             (800,000)
                                                                              ----------------      ---------------
Net cash used by investing activities                                                        -           (4,093,774)
                                                                              ----------------      ---------------

FINANCING ACTIVITIES
Payments under line of credit                                                          (19,498)            (500,000)
Borrowings on notes payable                                                          1,225,000               19,195
Proceeds from private placement                                                      1,500,000            9,600,000
                                                                              ----------------     ----------------
Net cash provided by financing activities                                            2,705,502            9,119,195
                                                                              ----------------     ----------------
Net cash increase (decrease)                                                           (61,192)           2,823,527
Cash, beginning of period                                                               87,235               52,655
                                                                              ----------------     ----------------
Cash at end of period                                                         $         26,043     $      2,876,182
                                                                              ================     ================

Cash paid for interest                                                        $              -     $         12,894
                                                                              ================     ================


Cash paid for income taxes                                                    $              -     $              -
                                                                              ================     ================

</TABLE>

SEE ACCOMPANYING NOTES.

                                                 4

<PAGE>

                          Hispanic Television Network, Inc
                           Statement of Stockholders'
                                     Equity
                                  Mach 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                               PREFERRED   PREFERRED        COMMON          COMMON       ADDITIONAL
                                                                SHARES       STOCK          SHARES          STOCK          CAPITAL
                                                            ------------------------------------------------------------------------
<S>                                                         <C>            <C>            <C>            <C>           <C>
BALANCE AT DECEMBER 31, 1999                                     42,427    $ 275,774      78,101,596     $  781,016    $  3,074,282


Sale of common stock and exercise of warrants                         -            -      11,129,500        111,295      12,205,205
Common stock canceled due to judgement                                -            -        (505,169)        (5,052)          5,052
Common stock issued for settlements                                   -            -       1,236,449         12,364       1,990,982
Common stock issued for legal services                                -            -         226,844          2,270       2,556,571
Common stock issued for consulting and professional
  services                                                            -            -          71,161            711         533,138
Common stock issued for charitable contribution                       -            -          27,206            272          83,060
Common stock issued for programming services                          -            -         100,000          1,000         727,000
Compensation related to issuance of stock and stock options           -            -          20,000            200       1,002,919
Warrants issued with private placement debt                           -            -               -              -       3,636,000
Common stock issued/accrued for station acquisitions                  -            -         215,000          2,150       4,453,913
Common stock and options issued for the acquisition of
  Televideo                                                           -            -         120,000          1,200       1,660,600
Common stock issued for affiliate agreement                           -            -          80,000            800         424,400
Net Loss                                                              -            -               -              -               -
                                                            ------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2000                                     42,427    $ 275,774      90,822,587     $  908,226    $ 32,353,122

Common stock issued for consulting services                           -            -       2,004,000         20,040       1,146,205
Common stock issued from exercise of stock warrants                   -            -       2,559,000         25,590         174,410
Common stock issued for employee compensation                         -            -         114,153          1,142          63,782
Common stock issued for building improvements                         -            -          46,449            464          22,760
Common stock issued for cash                                          -            -       6,000,000         60,000       1,440,000
Common stock issued for station acquisitions                          -            -       1,000,000         10,000        (10,000)
Common stock issued for interest on debt                              -            -       4,780,000         47,800       1,322,200
Common stock issued for employee bonus                                -            -          27,500            275          27,225
Common stock to be issued for settlements                             -            -               -              -               -
Common stock to be issued for stock compensation                      -            -               -              -               -
Net income/(loss)                                                     -            -               -              -               -
                                                            ------------------------------------------------------------------------
BALANCE AT MARCH 31, 2001                                        42,427    $ 275,774     107,353,689     $1,073,537    $ 36,539,704
                                                            ========================================================================

<CAPTION>

                                                                   COMMON
                                                                    STOCK
                                                                   PENDING       ACCUMULATED
                                                                   ISSUANCE        DEFICIT           TOTAL
                                                            ---------------------------------------------------
<S>                                                         <C>                <C>               <C>
BALANCE AT DECEMBER 31, 1999                                                   $  (3,437,319)    $     693,753


Sale of common stock and xercise of warrants                         200,000               -        12,516,500
Common stock canceled due to judgement                                     -               -                 -
Common stock issued for settlements                                        -               -         2,003,346
Common stock issued for legal services                               666,145               -         3,224,986
Common stock issued for consulting and professional
  services                                                         2,988,793               -         3,522,642
Common stock issued for charitable contribution                            -               -            83,332
Common stock issued for programming services                               -               -           728,000
Compensation related to issuance of stock and stock options           32,898               -         1,036,017
Warrants issued with private placement debt                                -               -         3,636,000
Common stock issued/accrued for station acquisitions                       -               -         4,456,063
Common stock and options issued for the acquisition of
  Televideo                                                                -               -         1,661,800
Common stock issued for affiliate agreement                                -               -           425,200
Net Loss                                                                   -     (38,512,167)      (38,512,167)
                                                            ---------------------------------------------------
BALANCE AT DECEMBER 31, 2000                                     $ 3,887,836   $ (41,949,486)    $  (4,524,528)

Common stock issued for consulting services                         (791,740)              -           374,505
Common stock issued from exercise of stock warrants                 (200,000)              -                 -
Common stock issued for employee compensation                        (23,196)              -            41,728
Common stock issued for building improvements                              -               -            23,224
Common stock issued for cash                                               -               -         1,500,000
Common stock issued for station acquisitions                               -               -                 -
Common stock issued for interest on debt                                   -               -         1,370,000
Common stock issued for employee bonus                                     -               -            27,500
Common stock to be issued for settlements                            172,000               -           172,000
Common stock to be issued for stock compensation                         584               -               584
Net income/(loss)                                                          -      (5,985,467)       (5,985,467)
                                                            ---------------------------------------------------
BALANCE AT MARCH 31, 2001                                        $ 3,045,484   $ (47,934,953)    $  (7,000,454)
                                                            ===================================================

</TABLE>



                                                      5

<PAGE>

                     Notes to Condensed Financial Statements
                                 March 31, 2001
                                   (Unaudited)

1.   GENERAL

     The financial statements of Hispanic Television Network, Inc. ("the
     Company") as of March 31, 2001 and for the three-month periods ended March
     31, 2001 and March 31, 2000 are unaudited and have been prepared in
     accordance with accounting principles generally accepted in the United
     States for interim financial information and with instructions to Form
     10-QSB and Item 3-10 of Regulation S-B. Accordingly, they do not include
     all of the information and footnotes required by generally accepted
     accounting principles for annual financial statements. While management of
     the Company believes that the disclosures presented are adequate, these
     interim financial statements should be read in conjunction with the
     financial statements and notes included in the Company's 2000 Form 10-KSB.
     In the opinion of management, the accompanying unaudited financial
     statements contain all adjustments, consisting only of normal recurring
     adjustments, necessary for a fair presentation of the Company's financial
     statements for the interim periods presented. The results of operations for
     the three-month periods ended March 31, 2001 and March 31, 2000 are not
     necessarily indicative of the results to be expected for the entire year.
     The balance sheet at December 31, 2000 has been derived from the audited
     financial statements at that date but does not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements. The preparation of financial
     statements in conformity with generally accepted accounting principles
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

     ORGANIZATION
     Hispanic Television Network, Inc. ("the Company") is the successor entity
     formed by the merger on December 15, 1999 of American Independent Network,
     Inc. ("AIN") and Hispano Television Ventures, Inc. ("HT Ventures"). AIN, a
     publicly held corporation, was incorporated in Delaware on December 11,
     1992. HT Ventures, a privately held corporation, was incorporated in Texas
     on February 24, 1998. The Company's purpose is to provide television
     service to the Hispanic community.

     On September 2, 1999, HT Ventures entered into a transaction ("HT Ventures
     Transaction") whereby HT Ventures purchased 11,000,000 previously unissued
     shares of AIN common stock for total purchase consideration of $500,000 in
     cash. As a result, of the HT Ventures Transaction, HT Ventures owned
     approximately 60% of the then outstanding shares of common stock of AIN.
     Subsequently, on December 15, 1999, HT Ventures completed the merger ("the
     Merger") with and into AIN, the legal surviving entity, and changed AIN's
     name to the Hispanic Television Network, Inc. ("the Company"). Pursuant to
     the terms of the Merger Agreement, stockholders of HT Ventures received a
     total of 70,000,000 shares of AIN common stock in exchange for the then
     outstanding shares of HT Ventures. As part of the Merger Agreement, the
     11,000,000 shares purchased by HT Ventures on September 2, 1999, in
     connection with the HT Ventures Transaction, were cancelled upon the
     finalization of the merger on December 15, 1999. The Merger Agreement
     provided for AIN to issue 70,000,000 shares of common stock in exchange for
     all the outstanding shares of HT Ventures. The common stock exchanged, in
     addition to the existing AIN preferred and common shares previously
     outstanding, collectively results in the new capitalization of Hispanic
     Television Network, Inc. formerly American Independent Network, Inc.
     Subsequent to the Merger, HT Ventures stockholders owned approximately 90%
     of AIN.



                                      6
<PAGE>


                        Hispanic Television Network, Inc.
                     Notes to Condensed Financial Statements
                                 March 31, 2001
                                   (Unaudited)

     Accordingly, the Merger was accounted for as a "reverse acquisition" using
     the purchase method of accounting with HT Ventures being the "accounting
     acquirer". In a reverse acquisition, the historical stockholders' equity of
     the accounting acquirer prior to the merger is retroactively restated (a
     recapitalization) for the equivalent number of shares received in the
     merger after giving effect to any difference in par value of the issuers
     and acquirer's stock by an offset to paid in capital. All share and per
     share information has been presented in the accompanying financial
     statements as if the recapitalization had occurred as of the first day
     presented in the financial statements. The financial statements reflect the
     operations of AIN and for the period subsequent to acquisition on September
     2, 1999

     RISKS AND UNCERTAINTIES
     In addition to the other information in this report and in the annual
     report, the following risk factors, among others, should be considered
     carefully in evaluating the Company and its business.

     The Company has a severe liquidity shortfall. Revenues are inadequate to
     meet current operating cash flow requirements and immediate funding is
     required to continue operations. Expected operating losses, coupled with an
     acute lack of liquidity cause immediate substantial doubt about the
     Company's ability to continue as a going concern. The Company is
     maintaining an on-going effort to locate sources of additional funding,
     without which the Company will not be able to remain a viable entity.
     Further, no financing arrangements are currently under contract and there
     are no assurances that the Company will be able to obtain adequate
     financing. In addition, the Company has approximately $7.3 million of
     indebtedness that matured April 30, 2001. The Company is seeking an
     extension of the maturity date and has not determined its course of action
     should financing not be raised or if an extension of the maturity is not
     obtained. Because of its inability to repay the indebtedness, failure to
     secure such an extension or obtain additional financing could lead to the
     immediate demand for repayment. Such a demand would likely cause a
     cessation of operations and/or force the Company into bankruptcy
     protection.

     If the Company is able to obtain the required financing to remain in
     business, future operating results depend upon a number of factors,
     including but not limited to the strength of the national economy, the
     local economies where the Company's stations and affiliates are located,
     the amount of advertising spent - especially the amount of advertising
     spent for television, and the amount of advertising directed toward the
     Hispanic population. The Company's ability to attract the available
     advertising is dependent upon, among other things, its station's audience
     rating, its ability to provide interesting programming, local market
     competition from other television stations and other advertising media, and
     its ability to attract and retain television stations to carry its
     broadcast.

     The Company has a history of losses, losses are expected in the future, and
     there can be no assurance that profitability can be attained in the future.
     Even if profitability is achieved, the Company may not sustain
     profitability on a quarterly or annual basis in the future.

     The Company is controlled by a small group of existing stockholders whose
     interest may differ from those of other stockholders. Our directors,
     executive officers and their affiliates beneficially own, in the aggregate,
     a significant majority of our issued and outstanding common stock. As a
     result, these stockholders will be able to control the outcome of all
     matters requiring stockholder approval, including:

         * the election of our directors;
         * future issuances of our common stock and other equity securities;
         * our incurrence of debt;
         * amendments to our certificate of incorporation and bylaws; and
         * decisions about acquisitions, sales of assets, mergers and similar
           transactions.

     There may be circumstances in which the interests of these stockholders may
     conflict with the interests of our other stockholders. In addition, because
     some investors may choose not to purchase our common stock because of this
     control by our existing stockholders, the price of common stock may be
     depressed.


                                      7
<PAGE>


     The Company's common stock is traded on The NASDAQ National Market under
     the symbol HTVN. To be listed on Nasdaq companies must, among other
     requirements, maintain a minimum bid price of $1.00 and have a minimum of
     $4 million in net tangible assets. The Company currently fails to meet both
     of these requirements and Nasdaq has notified the Company that it is
     subject to having its stock delisted. Should the stock be delisted by
     Nasdaq, the liquidity and the volume of shares traded, the price, and the
     bid/ask spread could be adversely affected.

     CASH AND CASH EQUIVALENTS
     Cash and cash equivalents consist of highly liquid investments with an
     original maturity date of ninety days or less.

     USE OF ESTIMATES
     The preparation of financial statements in conformity with generally
     accepted accounting principles require 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.

     PROPERTY AND EQUIPMENT
     Property and equipment are recorded at cost. The cost of property and
     equipment is depreciated over the estimated useful lives of the assets
     ranging from three to forty years. Improvements are amortized by the
     straight-line method over the shorter of the estimated useful life of the
     improvement or the improved asset. Depreciation is calculated using the
     straight-line method. For the year ended December 31, 2000 the Company
     incurred $ 305,668 in depreciation expense, including amortization of
     assets under capital leases. This amount was $165,089 for the three months
     ended March 31, 2001.

     REVENUE RECOGNITION
     The Company's primary source of revenue is the sale of airtime on its
     television stations. Broadcast revenue is recorded when commercials are
     aired.

     STOCK BASED COMPENSATION
     The Company accounts for its stock-based compensation utilizing the
     provisions of Accounting Principles Board Opinion No. 25, "Accounting for
     Stock Issued to Employees," (APB No. 25) and related interpretations and
     complies with the disclosure provisions of Statement of Financial
     Accounting Standards (SFAS 123), "Accounting for Stock-Based Compensation".
     Under APB No. 25, compensation expense is based upon the difference, if
     any, on the measurement date between the fair value of the Company's stock
     and the exercise price. All equity-based awards to non-employees are
     accounted for at their fair value in accordance with SFAS No. 123.
     Compensation expense related to fixed stock awards with pro-rata vesting is
     recognized on a straight-line basis over the vesting period.

     CONCENTRATION OF CREDIT RISK
     Financial instruments, which potentially subject the Company to
     concentration of credit risk, principally consist of accounts receivable.
     At March 31, 2001, one customer had a balance of $46,875 that was
     approximately 36% of the total receivable balance. This receivable was
     collected in May 2001. The Company's billings are due generally in 30 days,
     and the Company does not require collateral on accounts.

     LOSS PER SHARE
     Basic and diluted net loss per share is computed based on the loss divided
     by the weighted average number of shares of common stock outstanding during
     each period. Potentially dilutive securities totaling 11,675,412 additional
     shares of common stock resulting from the conversion or exercise of
     preferred stock and stock options were not included in the calculation as
     their effect is antidilutive.

     PREPAID PROGRAMMING AND PROGRAMMING PAYABLE
     The Company acquires the contractual rights to show certain of its
     programming for a stated period of time. The Company records the asset and
     the contractual payable when the contract is entered into. The programming
     is amortized over the duration of the contract while the payable is reduced
     as payments are made. In February 2001 the contract with a program provider
     was cancelled resulting in the elimination of an asset


                                      8
<PAGE>


     valued at $1,309,646 and the elimination of liabilities totaling
     $1,332,139. As of March 31, 2001 the Company had programming assets of
     $193,042 and $515,750 in payables under such contracts. At December 31,
     2000 the remaining average life of the contracts was approximately 3 years.

     FAIR VALUE OF FINANCIAL INSTRUMENTS
     The Company's financial instruments, including accounts receivable, trade
     credits receivable, accounts payable and notes payable, approximate fair
     value due to their short term nature. The Company has classified all
     outstanding liabilities as current due to its inability to meet its current
     obligations.

     DEFERRED INCOME TAXES
     The Company accounts for income taxes using the 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.
     Valuation allowances are provided for deferred tax assets when their
     realization is not reasonably assumed.

2.   LIQUIDITY AND FUTURE VIABILITY

     Near the end of 2000 and continuing into 2001, the Company is experiencing
     critical liquidity needs resulting from the following factors:

         * An inability to obtain adequate funds from the public markets;
         * An inability to enter into a strategic partnership;
         * An inability to complete a structured financing on acceptable terms
           to us;
         * An inability to generate significant revenues from its operations;
           and
         * An inability to reduce expense levels sufficiently to operate at a
           profit.

     The Company has insignificant revenues under contract for fiscal 2001, and
     has a severe liquidity shortfall that impairs its ability to meet its
     current operating cash flow requirements. As of May 11, 2001, it has less
     than $10,000 in cash available to meet its operating cash requirements. The
     Company needs a cash inflow of approximately $900,000 per month exclusive
     of scheduled debt repayments to meet its current monthly obligations and
     cash flow from revenues of approximately $200,000 per month are not
     sufficient to meet current cash needs. If the Company fails to meet its
     obligations as they become due, it could lose the ability to broadcast its
     signal and might be required to cease operations. The expected operating
     losses, coupled with an acute lack of liquidity cause immediate substantial
     doubt about the Company's ability to continue as a going concern. The
     Company is maintaining an on-going effort to locate sources of additional
     funding, without which the Company will not be able to remain a viable
     entity. Further, no financing arrangements are currently under contract and
     there are no assurances that the Company will be able to obtain adequate
     financing. As discussed below, the Company has approximately $7.3 million
     of indebtedness which was due on April 30, 2001. The Company has not
     determined its course of action should financing not be raised or if an
     extension of the maturity of the $7.3 million indebtedness is not obtained.
     While the Company is seeking an extension of the maturity of the April 30,
     2001 debt because of its inability to repay the indebtedness, failure to
     secure such an extension or obtain additional financing could lead to the
     immediate demand for repayment. Such a demand would likely cause a
     cessation of operations and/or force the Company into bankruptcy
     protection.

     If the Company is able to obtain the financing required to remain in
     business, to eventually achieve operating profits will require
     substantially increasing revenues and drastically reducing expenses from
     their current levels. Previous management intended to build the network and
     generate network sales. During most of fiscal 2000, the Company focused on
     expanding through acquisitions. Although the Company still intends to
     acquire full-power stations in major Hispanic markets, in view of the
     difficulty the Company has encountered in raising the necessary capital for
     the acquisitions, the Company is presently focusing on expanding its
     distribution by increasing the number of affiliate stations that broadcast
     its programming, and by entering into agreements with cable companies to
     carry its programming. Affiliations are much less capital intensive and
     typically require significantly less working capital to begin operations.

     Current management has expanded the Company's revenue generation formula to
     include local advertising sales for Company owned and operated stations,
     while securing network advertising at the best available rate. Management
     intends to increase rates as stations are added to the network. In
     addition, current management has agreed to accept up to three hours each
     day of paid programming, a source of revenue that was not previously


                                      9
<PAGE>

     incorporated in the business plan. This increased focus on generating
     advertising is expected to have a significant positive affect upon sales.
     In addition, the Company has added a focus to secure carriage agreements
     with cable and digital distribution companies. Securing distribution on a
     cable system can have the dual benefit of not only increasing viewership
     (and thus making the network more attractive to advertisers), but many
     agreements with cable companies also provide revenue to the network in the
     form of subscriber fees.

     On the expense side, the Company has reduced its recurring monthly expenses
     in almost every expense category, especially in the areas of payroll and
     programming where immediate cost reductions have been realized. The monthly
     cash expenses have been reduced from $1,500,000 to $900,000 by these
     actions. Additionally, current management has restructured the sales
     department and attracted sales people with experience selling advertising
     time on low-power stations as well as restructuring compensation for sales
     executives and managers from a salary based compensation to more of a
     commission based compensation. This change in policy will tie salesperson
     compensation directly to results.

     On February 13, 2001 the Company entered into a strategic relationship with
     a consortium of investors. The terms of this relationship obligated the
     investors to purchase 6,000,000 shares of common stock, and warrants to
     purchase 1,500,000 additional shares, for an aggregate price of $1,500,000.
     The warrants entitle the holder to purchase common stock at a per-share
     purchase price of $1.00 and may be exercised for one year after they are
     issued. The terms of the financing also obligated the investors to purchase
     periodically, for an aggregate investment of $5,000,000, a total of
     10,000,000 additional shares and 5,000,000 additional warrants, also having
     a $1.00 per-share purchase price and one-year exercise term. These
     additional shares and warrants were to be purchased in 10 separate closings
     occurring 30 days apart, each involving 1,000,000 additional shares and
     500,000 additional warrants. However, after making the initial purchase of
     6 million shares and 1.5 million warrants for $1.5 million, the investors
     failed to make the required subsequent purchases and the Company terminated
     the agreement on March 30, 2001.

     The existing debt financing arrangement provided by Goff Moore Strategic
     Partners, L.P. and a number of other private investors (collectively
     "GMSP") was amended on April 17, 2001 (see Note 3). The number of shares
     with respect to which GMSP will be granted warrants was modified, as was
     the exercise price of such warrants and the maturity date of the credit
     facility was extended to April 30, 2001. The Company is currently in
     discussions with GMSP to further extend the maturity. If the Company is
     unable to extend the maturity of this indebtedness, the lenders would be in
     a position to demand immediate repayment. As of May 11, 2001 the
     outstanding principal balance is $7,304,068. As previously discussed, the
     Company does not have the funds to repay this outstanding indebtedness and
     the demand for such payment could force the Company to cease operations
     and/or seek bankruptcy protection.

     As discussed below, on February 5, 2001 the Company established a debt
     financing arrangement with a group consisting primarily of existing
     shareholders of the Company. The principal amount borrowed totaled
     $1,370,000 and is payable on or before July 5, 2001. On April 24, 2001 the
     Loan Agreement of February 5, 2001 was amended to increase the maximum loan
     amount by $1 million. All other terms of the Loan Agreement remained
     unchanged. As of May 11, 2001 the Company has received $692,000 under the
     amended Loan Agreement.

3.   DEBT

     In July 2000, the Company entered into an $8,875,001 credit facility with
     Goff Moore Strategic Partners, L.P. and a number of other private
     investors. The credit facility was used to fund acquisitions and working
     capital. Pursuant to the terms of the credit facility, the Company (i)
     executed promissory notes that bear interest at a rate of 12% per annum and
     (ii) issued warrants to purchase shares of the Company's common stock that
     expire 3 years after the debt has been paid. On April 17, 2001 the terms of
     the credit facility were amended. As amended, the exercise price of the
     warrants is $.01 (one cent). If the entire amount owed under the credit
     facility is paid on or before May 31, 2001, the number of shares of common
     stock that may be purchased by exercising the warrants is equal to 5% of
     the fully diluted shares of the Company. This percentage increases each
     month up to 12.5% of the fully diluted shares if the loan is repaid on or
     before August 31, 2001. Effective February 1, 2001, the credit facility
     bears interest at the annual rate of 13%. The credit facility matured on
     April 30, 2001.


                                      10
<PAGE>

     The warrants were recorded at their estimated fair value of $3.636 million.
     The difference between the face value of the credit facility and the cash
     received and allocated to the notes is treated as a discount, resulting in
     additional interest expense over the term of the credit facility. As of
     March 31, 2001, $7,304,068 was outstanding under this debt arrangement and
     the discount on the debt was fully amortized.

     On July 11, 2000, the Company acquired 100% of the outstanding stock of
     Televideo, Inc. and MGB Entertainment, Inc. As a result of the acquisition,
     the Company assumed the following loans: $100,000 loan, payable to Texas
     State Bank (TVI Line of credit), maturing May 23, 2001, interest payable at
     11.5% per annum; and $32,919 loan payable to Texas State Bank (TVI loan),
     maturing on April 22, 2002, at 8.5% per annum. The outstanding balances on
     these loans as of March 31, 2001 were $96,197 and $27,225.

     On February 5, 2001 the Company established a debt financing arrangement
     with a group consisting primarily of existing shareholders of the Company.
     The principal amount borrowed under this debt financing arrangement totaled
     $1,370,000 and the outstanding principal amount bears interest at a rate of
     12% per annum. All interest and principal is due and payable upon the first
     to occur of July 5, 2001 or the closing of an offering of either equity or
     debt securities, provided that the amount raised in the offering equals or
     exceeds $15 million. This debt financing arrangement is collateralized by
     the Company's 65% interest in the station in Beaumont (KO9OVO) and an
     undivided interest in the proceeds the Company may receive in its lawsuit
     against Knapp Petersen & Clark. In connection with this debt financing
     arrangement, the lenders were issued (for each $1.00 loaned) a warrant to
     acquire one share of restricted common stock, at any time within two years
     after the date of the related loan agreement, at a maximum per-share
     exercise price of $.75. In addition, the lenders were issued four shares of
     restricted common stock for each $1.00 of debt financing. This debt
     arrangement was amended on April 24, 2001 to increase the maximum loan
     amount by $1 million. The security interest of participants in the amended
     increased loan amount is subordinated to the security interest of the
     original lenders.

     The common stock and warrants were recorded at the amount received of $1.37
     million. The difference between the face value of the loan, and the cash
     received and allocated to the notes, is treated as a discount resulting in
     additional interest expense over the term of the loan. As of March 31,
     2001, $1,370,000 was outstanding under this debt arrangement and the
     unamortized discount on the debt equaled $876,800.

     On March 30, 2001, the Company entered into a $125,000 credit facility with
     a related party. This debt was incorporated into the amended February 5,
     2001 debt arrangement on April 24, 2001.

4.   STOCKHOLDERS' EQUITY

     The Company is the successor entity formed by the merger on December 15,
     1999 of American Independent Network, Inc. (AIN) and Hispano Television
     Ventures, Inc. The capital structure of the Company includes existing
     preferred stock from AIN of 42,427 shares. The preferred stock is
     convertible into two shares of common stock and receives cumulative
     interest payments at the rate of 9% per annum in lieu of dividends. The
     Company has accrued dividends in arrears of $68,465 as of March 31, 2001.

     PRIVATE PLACEMENT

     In January 2000 the Company completed a Private Placement whereby the
     Company sold 100 units, each unit consisting of 100,000 shares of common
     stock of the Company (the units were offered pursuant to Rule 506 of
     Regulation D promulgated under the Securities and Exchange Act) and 100,000
     warrants to purchase one share of the Company's common stock at an exercise
     price of $2.00 per share. The warrants expire one year after the
     termination of the Private Placement. This was amended on December 15, 2000
     so that each warrant exercised before December 31, 2000 would receive three
     shares of common stock plus one warrant with an exercise price of $2.00 per
     share with an expiration date of June 30, 2001. The Company received gross
     proceeds in January 2000 of $9,600,000 to complete the $10,000,000 offering
     pursuant to the Private Placement. The Company had previously received
     $400,000 of the proceeds in 1999.

     During 2000, the Company received proceeds of $2,516,500 from the exercise
     of stock warrants that were a part of the Private Placement of January
     2000. 1,129,500 of these shares of common stock due from the exercise of
     stock warrants were issued in 2000. The remaining shares were issued in
     January 2001.


                                      11
<PAGE>


     In December 2000, the board of directors resolved that for every warrant
     converted, each shareholder would receive two additional shares of stock.
     In January 2001, 2,559,000 additional shares were issued to all
     shareholders who had converted warrants in 2000.

     From a consortium of investors the Company received $1,500,000 in January
     2001 for 6 million common shares and 1.5 million warrants to purchase one
     share of the Company's common stock at an exercise price of $1.00 per
     share. The warrants expire February 5, 2002.

     CONSULTING AND PROFESSIONAL SERVICES/CHARITABLE CONTRIBUTIONS
     In January 2001, the Company issued 2,004,000 shares to related parties for
     consulting and legal services during 2000 and the first quarter of 2001.
     $931,745 of the expense relating to these shares was recorded in fiscal
     year 2000. The remaining $234,500 expense was recognized in January 2001.

     Hispano Television Ventures entered into a consulting arrangement with
     Woodcrest Capital, L.L.C., which is owned by our Chairman of the Board and
     one of our directors. Pursuant to the terms of this May 28, 1999 agreement,
     Woodcrest agreed to provide the Company with business consulting services.
     In exchange for services, Woodcrest receives 1,066,667 shares of common
     stock per year of Hispano Television Ventures common stock which, after a
     4:1 stock split by Hispano Ventures and a conversion factor of 1.64 for the
     merger with AIN, is the equivalent of 7 million common shares of the
     Company. Woodcrest is also entitled to receive reimbursement for all of its
     expenses and additional shares of common stock if the Company issues stock
     or issues options or warrants to purchase common stock for a price less
     than $0.09375 per share. This consulting contract with the Company remains
     in place. Woodcrest agreed to accept 1,066,667 common shares of the Company
     as full common share payment for the period of May 28, 2000 through May 28,
     2001. For the year ended December 2000, the Company recorded a consulting
     expense in the amount $2,723,193 which represents 634,156 common shares
     which is the pro rata portion of shares which were earned during the year.
     For the three months ended March 31, 2001 the Company recorded a consulting
     expense of $140,005 which represents 266,667 common shares which is the pro
     rata portion of shares which were earned for the quarter. These shares have
     not been issued as of May 11, 2001.

     TELEVISION STATIONS
     During fiscal year 2000, the Company issued or agreed to issue a total of
     1,295,000 shares of common stock valued at $4,881,263 toward the
     acquisition of television stations and affiliate agreements. One million of
     these common shares were issued in February 2001. During the year ended
     December 31, 2000, the Company forfeited $4,725,125 in station acquisition
     deposits. This amount includes 1,115,000 shares of common stock valued at
     $1,970,000. Of the remaining shares issued or agreed to be issued, 80,000
     shares valued at $425,200 were issued for an affiliate agreement with KJLA
     Los Angeles and 100,000 shares valued at $777,825 were issued for the
     acquisition of a station in Globe, AZ.

     EMPLOYEE COMPENSATION
     During the first quarter of 2001, the Company issued or agreed to issue
     161,786 shares of common stock valued at $102,711 to employees as
     additional compensation. Of this $32,898 was reflected as of December 31,
     2000 and $69,812 was charged to earnings in the first quarter of 2001.

     BUILDING IMPROVEMENTS
     In lieu of cash payment, the Company issued 46,449 shares of common stock
     valued at $23,224 for partial payment for building improvements in February
     2001.

     SETTLEMENTS
     In March 2001, the Company agreed to issue 430,000 shares of the Company's
     common stock, for settlement agreements with certain individuals, all of
     whom were shareholders, to release the Company of any and all claims the
     individuals had or may have against the Company. The settlements were for
     matters existing with the Company's predecessor and therefore were treated
     as an increase in the purchase price. Since goodwill is impaired and was
     expensed in 2000, the fair value of the shares in the amount of $172,000
     was charged to earnings.


                                      12
<PAGE>


5.   LEGAL PROCEEDINGS
     Currently, we are a party to the following actions:

     In American Independent Network, Inc. v. Knapp Petersen and Clarke, No.
     4-99CV-0124P, U.S. District Court, Northern District of Texas, Ft. Worth
     Division, we sued for damages claiming a breach of fiduciary duties and the
     law firm filed a counterclaim seeking fees for legal services. This case
     was transferred to the Southern District of California. This matter is
     subject to a binding arbitration agreement.

     During December 2000, Jerald C. Powell and Susan L. Powell filed a lawsuit
     in the 342nd District Court of Tarrant County, Texas (case no.
     342-185613-00) against us, our predecessor corporations, ATN Network, Inc.,
     Bob J. Bryant and Don Shelton (both former directors of ours), and Fred
     Hoelke. Plaintiffs assert a variety of claims (including certain claims
     based on state securities laws) arising out of the alleged merger of ATN
     Network, Inc. into one of our predecessor corporations and certain other
     related alleged transactions. All of the defendants have filed an answer in
     this lawsuit. This lawsuit is currently in the very early stage of
     discovery. We believe this lawsuit is without merit, and we intend to
     defend vigorously against all of Plaintiffs' asserted claims.

     In March 2001 Mr. Marco Camacho, former Chief Executive Officer filed a
     lawsuit for an unspecified amount regarding his departure from the Company.
     The Company believes that the claim is without merit and does not
     anticipate that a significant cost will be incurred as a result of this
     pending action. Accordingly a reserve has not been established for this
     claim. Should Mr. Camacho prevail, it cannot be determined at this time
     what the amount of the judgment might be.

     The Company is involved in various other claims and legal actions arising
     from the ordinary course of business. In the opinion of management, the
     ultimate disposition of these matters will not have a material adverse
     effect on the Company's financial condition, results of operations or cash
     flows.

6.   SUBSEQUENT EVENTS

     On April 16, 2001 Mr. Emilio Gorriti was terminated as President, Chief
     Executive Officer, and board member.

     On April 17, 2001 a related party provided a loan to the Company in the
     amount of $100,000. The loan is unsecured, non-interest bearing, and
     matures on October 16, 2001. If this debt is repaid by May 16, 2001, the
     lender shall receive 100,000 shares of common stock as consideration for
     providing the loan. The number of shares paid as consideration for making
     the loan increases each month the loan is outstanding.

     On April 30, 2001 Mr. Ryffel, the Company's chairman of the board, provided
     $112,000 to the Company to cover a payroll overdraft. Terms of the funding
     from Mr. Ryffel have not been finalized.

















                                      13
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



BACKGROUND

     On December 14, 1999, American Independent Network, or AIN, merged with
Hispano Television Ventures, Inc., a producer of Spanish-language programming,
and was renamed Hispanic Television Network, Inc. Originally formed on December
11, 1992, AIN has historically operated as a general market, family-oriented
television network providing programming and other services. Hispanic Television
Network, Inc. (the "Company") owns and operates two television networks. The
first of these networks is a Spanish-language television network named
"Television Hispana" or HTVN. This network is focused primarily on serving
Hispanic individuals of Mexican origin (also referred to as Mexican Hispanics).
Currently HTVN owns, operates, or has affiliations with 23 television stations.
The second of our networks is a general market, family-oriented English-language
television network named the "American Independent Network" or AIN. It provides
programming 24 hours a day, seven days a week to more than 40 affiliate stations
located throughout the United States.

     The Company has experienced significant operating losses and negative
cash flows in the first quarter of 2001, and expects to incur such losses in
the foreseeable future. Near the end of 2000, the Company experienced critical
liquidity needs resulting from the following factors:

         *    An inability to obtain funds from the public markets;
         *    A lack of ability to enter into a strategic partnership;
         *    An inability to complete a structured financing on acceptable
              terms to us;
         *    An inability to generate significant revenues from its operations;
              and
         *    An inability to reduce expense levels sufficiently to operate at a
              profit.

     The Company has insignificant revenues under contract for fiscal 2001, and
has a severe liquidity shortfall that impairs its ability to meet its current
operating cash flow requirements in the near term. As of May 11, 2001, the
Company has less than $10,000 in cash available to meet its operating cash
requirements. The Company needs a cash inflow of approximately $900,000 per
month exclusive of scheduled debt repayments to meet its current monthly
obligations. The cash flow from revenues of approximately $200,000 per month are
not sufficient to meet current cash needs. If the Company fails to meet its
obligations as they become due, it could lose the ability to broadcast its
signal and might be required to cease operations. The expected operating losses,
coupled with an acute lack of liquidity cause immediate substantial doubt about
the Company's ability to continue as a going concern. The Company is maintaining
an on-going effort to locate sources of additional funding, without which the
Company will not be able to remain a viable entity. Further, no financing
arrangements are currently under contract and there are no assurances that the
Company will be able to obtain adequate financing. As discussed below, the
Company has approximately $7.3 million of indebtedness which was due on April
30, 2001. The Company has not determined its course of action should financing
not be raised or if an extension of the maturity of the $7.3 million
indebtedness is not obtained. While the Company is seeking an extension of the
maturity of the April 30, 2001 debt because of its inability to repay the
indebtedness, failure to secure such an extension or obtain additional financing
could lead to the immediate demand for repayment. Such a demand would likely
cause a cessation of operations and/or force the Company into bankruptcy
protection.

     If the Company is able to obtain the financing required to remain in
business, to eventually achieve operating profits will require substantially
increasing revenues and drastically reducing expenses from their current levels.
Previous management intended to build the network and generate network sales.
During most of fiscal 2000, the Company focused on expanding through
acquisitions. Although the Company still intends to acquire full-power stations
in major Hispanic markets, in view of the difficulty the Company has encountered
in raising the necessary capital for the acquisitions, the Company is presently
focusing on expanding its distribution by increasing the number of affiliate
stations that broadcast its programming, and by entering into agreements with
cable companies to carry its programming. Affiliations are much less capital
intensive and typically require significantly less working capital to begin
operations.

                                      14

<PAGE>

     Current management has expanded the Company's revenue generation formula to
include local advertising sales for Company owned and operated stations, plus
securing network advertising at the best available rate. Management intends to
increase rates as stations are added to the network. In addition, current
management has agreed to accept up to three hours each day of paid programming,
a source of revenue that was not previously incorporated in the business plan.
This increased focus on generating advertising is expected to have a significant
positive affect upon sales. In addition, the Company has added a focus to secure
carriage agreements with cable and digital distribution companies. Securing
distribution on a cable system can have the dual benefit of not only increasing
viewership (and thus making the network more attractive to advertisers), but
many agreements with cable companies also provide revenue to the network in the
form of subscriber fees.

     On the expense side, the Company has reduced its recurring monthly expenses
in almost every expense category, especially in the areas of payroll and
programming where immediate cost reductions have been realized. The monthly cash
expenses have been reduced from $1,500,000 to $900,000 by these actions.
Additionally, current management has restructured the sales department and
attracted sales people with experience selling advertising time on low-power
stations as well as restructuring compensation for sales executives and managers
from a salary based compensation to more of a commission based compensation.
This change in policy will tie salesperson compensation directly to results.

     If the Company is able to obtain the required financing to remain in
business, future operating results depend upon a number of factors, including
but not limited to the strength of the national economy, the local economies
where the Company's stations and affiliates are located, the amount of
advertising spent - especially the amount of advertising spent for television,
and the amount of advertising directed toward the Hispanic population. The
Company's ability to attract the available advertising is dependent upon, among
other things, its station's audience rating, its ability to provide interesting
programming, local market competition from other television stations and other
advertising media, and its ability to attract and retain television stations to
carry its broadcast.



REVENUES


     Our primary source of revenue is the sale of advertising on our networks to
national advertisers and on our television stations to local and national
advertisers. Our revenues are affected primarily by the advertising rates that
we are able to charge on our networks and that our television stations are able
to charge as well as the overall demand for Hispanic television advertising
time. Advertising rates are determined primarily by:


         o    the markets covered by our networks,

         o    the number of competing Hispanic television stations in the same
              market as our stations,

         o    the television audience share in the demographic groups targeted
              by advertisers, and

         o    the supply and demand for Hispanic advertising time.

     Historically, our network advertising has been sold targeting direct
response and per inquiry advertisers. Going forward, we will deploy a network
advertising team consisting of account executives that will solicit advertising
directly from national advertisers as well as soliciting advertising from
national advertising agencies. Each of our stations will also have account
executives that will solicit local and national advertising directly from
advertisers and from advertising agencies. Because our distribution is not as
vast as our competitors we are offering services and opportunities that our
competitors either don't offer at all or offer on a restricted basis. For
example, we offer paid programming on a much larger quantity than most of our
competitors. We have also focused on partnering with advertisers to underwrite
original productions and offer the clients product integration opportunities. We
also are offering our clients on-air promotional opportunities and marketing
opportunities including event sponsorships that are also broadcast on the
network.

     We market our advertising time on our HTVN and AIN networks to:

         o    ADVERTISING AGENCIES AND INDEPENDENT ADVERTISERS. We sell
              commercial time to advertising agencies and independent
              advertisers. The monetary value of this time is based upon the
              estimated

                                      15

<PAGE>

              size of the viewing audience; the larger the audience, the more
              we are 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. Currently, a number of AIN's affiliate stations are
              located in the smaller market areas of the country. Our goal is
              to enter into affiliate agreements with stations located in the
              top demographic market areas for both AIN and HTVN, in order to
              obtain Nielsen ratings that justify charging higher rates for
              our advertising time.

         o    AFFILIATE STATIONS. In exchange for providing programming to our
              affiliate stations, we retain a portion of the advertising time
              and gain 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, we believe that by selling
              retained commercial time to outside advertisers, we are able to
              generate higher revenues than we would otherwise receive in fees
              from our affiliate stations.

         o    PROGRAM OWNERS: In exchange for licensing rights to select
              programming, we give the program owner advertising time during
              the broadcast of such programming. The program owner is then
              able to sell the advertising time to outside parties. We
              typically do not derive any revenue from the advertising time
              which is given to the program provider.


EXPENSES


     Our most significant expenses are employee compensation, engineering and
transmission expenses, professional services, production and programming
expenses. Depreciation of fixed assets and amortization of costs associated
with stations we own are also significant expense items. In some cases, we
incur upfront programming expenses when procuring programming usages and
licenses. These upfront payments are amortized over the applicable contract
term. As a result of attracting key officers and personnel to HTVN, we have
offered stock options as an alternate form of compensation. In the event that
the strike price of the stock option is less than the fair market value of the
stock on the date of grant, any difference will be amortized as compensation
expense over the vesting period of the stock options.

ADVERTISING

         The majority of all revenues generated come from the sale of network,
national spot and local spot advertising on our owned and operated stations.

     NETWORK ADVERTISING. All owned and operated stations as well as
affiliates have a percentage of available commercial time dedicated for
"network" sales. The commercials sold on the network are broadcast
simultaneously in all markets that we serve.

     NATIONAL SPOT ADVERTISING. National advertisers have the opportunity to
buy "spot" advertising in specific markets. For example, an advertising agency
in New York would use spot advertising to purchase commercials in San Antonio
and Oklahoma City.

     LOCAL SPOT ADVERTISING. Advertising agencies and businesses located in a
market will buy commercial air time in their respective market. This
commercial time is sold in the market by a local sales force. Local spot
advertising also includes event marketing. In conjunction with a spot buy the
station incorporates events that may be held on the premise of a business or
advertiser for the purpose of driving traffic to that place of business.

RESULTS OF OPERATIONS: FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2000.

     REVENUES. Revenues are primarily derived from sales of advertising and
programming time, and production services. Revenues for the three months ended
March 31, 2001 were $658,909 compared to $60,243 for the three months ended
March 31, 2000. Sales in the first quarter of 2000 were derived primarily from
AIN as Television

                                      16

<PAGE>

Hispania was being launched. Revenues in the first quarter of 2001 include
advertising on HTVN, AIN, and production sales by Televideo, which was
acquired in July, 2000.

     COST OF OPERATIONS. Costs of operations were $5,187,780 for the first
three months of 2001 compared to $2,476,049 for the three months ended March
31, 2000. Affiliate fees of $1,548,633 were incurred in 2001 for network
affiliations - primarily for KJLA in Los Angeles. These fees were not incurred
in 2000. Other major components of Cost of Operations include $563,819 for
programming, $226,711 satellite rental, professional fees of $498,342 which
includes the cost of the Company's independent auditors and business
consulting services provided by Woodcrest Capital, L.L.C. (which is owned by
our Chairman of the Board and one of our directors) and a related party, and
$1,130,000 in employment related expenses.

         INTEREST EXPENSE for the three months ended March 31, 2001 and March
31, 2000 were $1,284,596 and $26,549. Interest expense for the first three
months of 2001 includes amortization of a loan discount of $505,977 and interest
expense of $231,295 associated with the debt financing arrangement provided by
Goff-Moore Strategic Partners, L.P. Interest expense also includes amortization
of a loan discount associated with the February 5, 2001 loan agreement in the
amount of $493,200. The balance was interest incurred on bridge loans and other
financings.

         OPERATING RESULTS. We had a net loss of $5,985,467 for the three months
ended March 31, 2001 compared to a net loss of $2,442,355 for the three months
ended March 31, 2000. The increased loss for 2001 is attributable to the
increased expenses detailed above.

         OTHER EXPENSES. In March 2001, the Company agreed to issue 430,000
shares of the Company's common stock for settlement agreements with certain
individuals, all of whom were shareholders, to release the Company of any and
all claims the individuals had or may have against the Company. The settlements
were for matters existing with the Company's predecessor and therefore were
treated as an increase in the purchase price. Since goodwill is impaired and was
expensed in 2000, the fair value of the shares in the amount of $172,000 was
charged to earnings.

         EARNINGS PER SHARE OF COMMON STOCK. The net losses per common share are
based upon the weighted average of outstanding common stock. The net loss per
share of common stock was ($0.06) for the three months ended March 31, 2001
compared to a net loss per share of common stock of $(0.03) for the three months
ended March 31, 2000.

















                                      17

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         We financed our operations through a combination of issuing equity
securities to private investors, issuing common stock for obligations in lieu of
cash payments, issuance of private debt, obtained loans from related parties,
and cash generated from operations. We have had cumulative losses of $47,934,953
from inception through March 31, 2001. Current liabilities at March 31, 2001
were $13,607,887, which exceeds current assets of $387,481 by $13,220,406.
Financing activities for 2001 include:

         1)   We received $1,500,000 from the sale of common stock and warrants.
              These funds were used primarily for working capital needs.

         2)   We issued common stock in lieu of cash payments totaling $639,541
              for legal and professional services, settlements, consulting
              services, employee compensation, building improvements and other
              miscellaneous expenses.

         3)   We received funding of $1,100,000 under a Loan Agreement dated
              February 5, 2001 from a group comprised primarily of related
              parties. The proceeds were used primarily for working capital.
              This loan bears interest at the rate of 12% per annum and matures
              on July 5, 2001. Funding of $270,000 received from a related party
              in December 2000 was incorporated into this Loan Agreement.

         4)   On April 24, 2001 the Loan Agreement of February 5, 2001 was
              amended to increase the maximum loan amount by $1 million. All
              other terms of the Loan Agreement remained unchanged. As of May
              11, 2001 the Company has received $692,000 under the amended Loan
              Agreement. The proceeds were used for payroll, satellite lease
              payments, and the KJLA affiliate fee.

         5)   On April 30, 2001 Mr. Ryffel, the Company's chairman of the board,
              provided $112,000 to the Company to cover a payroll overdraft.
              Terms of the funding from Mr. Ryffel have not been finalized.

         6)   On April 17, 2001 a related party provided a loan to the Company
              in the amount of $100,000. The loan is unsecured, non-interest
              bearing, and matures on October 16, 2001. If this debt is repaid
              by May 16, 2001, the lender shall receive 100,000 shares of common
              stock as consideration for providing the loan. The number of
              shares paid as consideration increases each month the loan is
              outstanding.

     The Company has insignificant revenues under contract for fiscal 2001, and
has a severe liquidity shortfall that impairs its ability to meet its current
operating cash flow requirements in the near term. As of May 11, 2001, the
Company has less than $10,000 in cash available to meet its operating cash
requirements. The Company needs a cash inflow of approximately $900,000 per
month exclusive of scheduled debt repayments to meet its current monthly
obligations. The cash flow from revenues of approximately $200,000 per month is
not sufficient to meet current cash needs. If the Company fails to meet its
obligations as they become due, it could lose the ability to broadcast its
signal and might be required to cease operations. The expected operating losses,
coupled with an acute lack of liquidity cause immediate substantial doubt about
the Company's ability to continue as a going concern. The Company is maintaining
an on-going effort to locate sources of additional funding, without which the
Company will not be able to remain a viable entity. Further, no financing
arrangements are currently under contract and there are no assurances that the
Company will be able to obtain adequate financing. As discussed below, the
Company has approximately $7.3 million of indebtedness that matured on April 30,
2001. The Company has not determined its course of action should financing not
be raised or if an extension of the maturity of the $7.3 million indebtedness is
not obtained. While the Company is seeking an extension of the maturity of the
April 30, 2001 debt because of its inability to repay the indebtedness, failure
to secure such an extension or obtain additional financing could lead to the
immediate demand for repayment. Such a demand would likely cause a cessation of
operations and/or force the Company into bankruptcy protection.

     If the Company is able to obtain the financing required to remain in
business, to eventually achieve operating profits will require substantially
increasing revenues and drastically reducing expenses from their current levels.
Previous management intended to build the network and generate network sales.
During most of fiscal 2000, the Company focused on expanding through
acquisitions. Although the Company still intends to acquire full-power stations
in major Hispanic markets, in view of the difficulty the Company has encountered
in raising the necessary

                                      18

<PAGE>

capital for the acquisitions, the Company is presently focusing on expanding
its distribution by increasing the number of affiliate stations that broadcast
its programming, and by entering into agreements with cable companies to carry
its programming. Affiliations are much less capital intensive and typically
require significantly less working capital to begin operations.

         In July 2000, the Company entered into an $8,875,001 credit facility
with Goff Moore Strategic Partners (GMSP), L.P. and a number of other private
investors of which $7,304,068 was funded to the Company. The credit facility was
used for station acquisitions and working capital. Pursuant to the terms of the
credit facility, the Company (i) executed promissory notes that bear interest at
a rate of 12% per annum and (ii) issued warrants to purchase shares of the
Company's common stock that expire 3 years after the debt has been repaid. On
April 17, 2001 the maturity date of the loan was extended to April 30, 2001, the
exercise price of the warrants amended to equal $0.01 (one cent) per common
share. Provided entire amount owed under the credit facility is paid on or
before May 31, 2001, the number of shares of common stock that may be purchased
by exercising the warrants is equal to 5% of the fully diluted shares of the
Company. This percentage increases each month up to 12.5% of the fully diluted
shares if paid on or before August 31, 2001. The credit facility matured on
April 30, 2001 and effective February 1, 2001 bears interest at the annual rate
of 13%. Discussions are ongoing to further extend the maturity date. If we are
unable to secure a further extension for this indebtedness, the lenders would be
in a position to require immediate repayment. As of May 11, 2001 the outstanding
principal balance is $7,304,068. As previously discussed, the Company does not
have the funds to repay this outstanding indebtedness and the demand for such
payment could force the Company to cease operations and/or seek bankruptcy
protection.

     The warrants were recorded at their estimated fair value of $3.636 million.
The difference between the face value of the credit facility and the cash
received and allocated to the notes is treated as a discount, resulting in
additional interest expense over the term of the credit facility. As of March
31, 2001, $7,304,067 was outstanding under this debt arrangement and the
unamortized discount on the debt was fully amortized.

     On February 5, 2001 the Company established a debt financing arrangement
with a group consisting primarily of existing shareholders of the Company. The
principal amount borrowed under this debt financing arrangement totaled
$1,370,000 and bears interest at the rate of 12% per annum. All interest and
principal is due and payable upon the first to occur of July 5, 2001 or the
closing of an offering of either equity or debt securities, provided that the
amount raised in the offering equals or exceeds $15 million. This debt financing
arrangement is collateralized by the Company's 65% interest in the station in
Beaumont (KO9OVO) and an undivided interest in the proceeds the Company may
receive in its lawsuit against Knapp Petersen & Clark. In connection with this
debt financing arrangement, the lenders were issued (for each $1.00 loaned) a
warrant to acquire one share of restricted common stock, at any time within two
years after the date of the related loan agreement, at a maximum per-share
exercise price of $.75. In addition, the lenders were issued four shares of
restricted common stock for each $1.00 of debt financing. This debt arrangement
was amended on April 24, 2001 to increase the maximum loan amount by $1 million.
The security interest of participants in the amended increased loan amount is
subordinated to the security interest of the original lenders.

     The common stock and warrants were recorded at the amount received of $1.37
million. The difference between the face value of the loan, and the cash
received and allocated to the notes, is treated as a discount resulting in
additional interest expense over the term of the loan. As of March 31, 2001,
$1,370,000 was outstanding under this debt arrangement and the unamortized
discount on the debt equaled $876,800.

     On February 13, 2001 the Company secured financing from a consortium of
investors. The terms of this financing obligated the investors to purchase, for
an aggregate investment of $1,500,000, a total of 6,000,000 shares of common
stock ("shares") and warrants ("warrants") to purchase 1,500,000 additional
shares at a per-share purchase price of $1.00. The warrants may be exercised for
one year after they are issued. The terms of the financing also obligated the
investors to make 10 additional periodic purchases occurring 30 days apart, each
involving 1,000,000 additional shares and 500,000 additional warrants. However,
after making the initial purchase of 6 million shares and 1.5 million warrants
for $1.5 million, the investors failed to make the required subsequent purchases
and the Company terminated the agreement on March 30, 2001.

                                      19

<PAGE>

     On March 30, 2001, the Company entered into a $125,000 credit facility with
a related party. This debt was incorporated into the amended February 5, 2001
debt arrangement on April 24, 2001.



IMPACT OF INFLATION

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



OTHER EVENTS

     On February 20, 2001, Emilio Gorriti was appointed to the positions of
Chief Executive Officer and President and board member of the Company. Mr.
Gorriti filled the position upon the resignation of James A. Ryffel, the
Company's Chairman of the Board, who was Interim Chief Executive Officer of the
Company. Mr. Gorriti headed the consortium of investors that entered into an
agreement on February 13, 2001 to provide financing to the Company. After making
the initial purchase of 6 million shares of common stock and 1.5 million
warrants for $1.5 million, the consortium failed to perform as required by the
agreement. As such, the Company terminated the agreement on March 30, 2001. On
April 16, 2001 Mr. Emilio Gorriti was terminated as President, Chief Executive
Officer, and board member.

     Additionally, on February 20, 2001, Michael Fletcher was appointed to the
position of Chief Operating Officer of Hispanic Television Network, Inc. Mr.
Fletcher has been with the Company since July 11, 2000 where he has been acting
as Executive Vice President of HTVN and President of HTVN owned Televideo. Mr.
Fletcher fills the Chief Operating Officer position vacated by Karen Lincoln.

     On February 28, 2001, the Company was awarded a full power license from the
Federal Communications Commission for its full-power television station, KVAW
Ch. 16 located in Eagle Pass, Texas.

     On March 30, 2001 Steven Mortonson joined the Company as Interim Chief
Financial Officer replacing B. Franklin Byrd who resigned for personal reasons.


RECENT DEVELOPMENTS


     On April 24, 2001 the Loan Agreement of February 5, 2001 was amended to
increase the maximum loan amount by $1 million. All other terms of the Loan
Agreement remained unchanged. As of May 11, 2001 the Company has received
$692,000 under the amended Loan Agreement.

     On April 17, 2001 a related party provided a loan to the Company in the
amount of $100,000. The loan is unsecured, is non-interest bearing, and matures
on October 16, 2001. If this debt is repaid by May 16, 2001, the lender shall
receive 100,000 shares of common stock as consideration for providing the loan.
The number of shares paid as consideration for making the loan increases each
month the loan is outstanding.

     On April 30, 2001 Mr. Ryffel, the Company's chairman of the board, provided
$112,000 to the Company to cover a payroll overdraft. Terms of the funding from
Mr. Ryffel have not finalized.

     Although there were no disagreements with Ernst & Young LLP, on May 7, 2001
we dismissed Ernst & Young LLP as our independent auditor. On May 9, 2001 Weaver
and Tidwell was retained as the Company's new independent auditor.





                                      20

<PAGE>

                            PART II OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

     Currently, we are a party to the following actions:

     In American Independent Network, Inc. v. Knapp Petersen and Clarke, No.
4-99CV-0124P, U.S. District Court, Northern District of Texas, Ft. Worth
Division, we sued for damages claiming a breach of fiduciary duties and the law
firm filed a counterclaim seeking fees for legal services. This case was
transferred to the Southern District of California. This matter is subject to a
binding arbitration agreement.

     During December 2000, Jerald C. Powell and Susan L. Powell filed a lawsuit
in the 342nd District Court of Tarrant County, Texas (case no. 342-185613-00)
against us, our predecessor corporations, ATN Network, Inc., Bob J. Bryant and
Don Shelton (both former directors of ours), and Fred Hoelke. Plaintiffs assert
a variety of claims (including certain claims based on state securities laws)
arising out of the alleged merger of ATN Network, Inc. into one of our
predecessor corporations and certain other related alleged transactions. All of
the defendants have filed an answer in this lawsuit. This lawsuit is currently
in the very early stage of discovery. We believe this lawsuit is without merit,
and we intend to defend vigorously against all of Plaintiffs' asserted claims.

     In March 2001 Mr. Marco Camacho, former Chief Executive Officer filed a
lawsuit for an unspecified amount regarding his departure from the Company. The
Company believes that the threatened claim is without merit and does not
anticipate that a significant cost will be incurred as a result of this pending
action. Accordingly a reserve has not been established for this claim. Should
Mr. Camacho prevail, it cannot be determined at this time what the amount of the
judgment might be.

     The Company is involved in various other claims and legal actions arising
from the ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial condition, results of operations or cash flows.



ITEM 2.  CHANGES IN SECURITIES

     During 2000, the Company received proceeds of $2,516,500 from the exercise
of stock warrants that were a part of the Private Placement of January 2000.
1,129,500 of these shares of common stock due from the exercise of stock
warrants were issued in 2000. The remaining shares were issued in January 2001.
In December 2000, the board of directors resolved that for every warrant
converted, each shareholder would receive two additional shares of stock. In
January 2001, 2,559,000 additional shares were issued to all shareholders who
had converted warrants in 2000.

     From a consortium of investors the Company received $1,500,000 in January
2001 for 6 million common shares and 1.5 million warrants to purchase one share
of the Company's common stock at an exercise price of $1.00 per share. The
warrants expire February 5, 2002.

CONSULTING AND PROFESSIONAL SERVICES/CHARITABLE CONTRIBUTIONS
     In January 2001, the Company issued 2,004,000 shares to related parties for
consulting and legal services during 2000 and the first quarter of 2001.
$931,745 of the expense relating to these shares was recorded in fiscal year
2000. The remaining $234,500 expense was recognized in January 2001.

     Hispano Television Ventures entered into a consulting arrangement with
Woodcrest Capital, L.L.C., which is owned by our Chairman of the Board and one
of our directors. Pursuant to the terms of this May 28, 1999 agreement,
Woodcrest agreed to provide the Company with business consulting services. In
exchange for services, Woodcrest receives 1,066,667 shares of common stock per
year of Hispano Television Ventures common stock which, after a 4:1 stock split
by Hispano Ventures and a conversion factor of 1.64 for the merger with AIN, is
the equivalent of 7 million common shares of the Company. Woodcrest is also
entitled to receive reimbursement for all of its expenses and additional shares
of common stock if the Company issues stock or issues options or warrants to
purchase common stock for a price less than $0.09375 per share. This consulting
contract with the Company

                                      21

<PAGE>

remains in place. Woodcrest agreed to accept 1,066,667 common shares of the
Company as full common share payment for the period of May 28, 2000 through
May 28, 2001. For the year ended December 2000, the Company recorded a
consulting expense in the amount $2,723,193 which represents 634,156 common
shares which is the pro rata portion of shares which were earned during the
year. For the three months ended March 31, 2001 the Company recorded a
consulting expense of $140,005 which represents 266,667 common shares which is
the pro rata portion of shares which were earned for the quarter. These shares
have not been issued as of May 11, 2001.


TELEVISION STATIONS
     During fiscal year 2000, the Company issued or agreed to issue a total of
1,295,000 shares of common stock valued at $4,881,263 toward the acquisition of
television stations and affiliate agreements. One million of these common shares
were issued in February 2001.

EMPLOYEE COMPENSATION
     During the first quarter of 2001, the Company issued or agreed to issue
161,786 shares of common stock valued at $102,711 to employees as additional
compensation. Of this $32,898 was reflected as of December 31, 2000 and $69,812
was charged to earnings in the first quarter of 2001.

BUILDING IMPROVEMENTS
     In lieu of cash payment, the Company issued 46,449 shares of common stock
valued at $23,224 for partial payment for building improvements in February
2001.

SETTLEMENTS
     In March 2001, the Company agreed to issue 430,000 shares of the Company's
common stock, for settlement agreements with certain individuals, all of whom
were shareholders, to release the Company of any and all claims the individuals
had or may have against the Company. The settlements were for matters existing
with the Company's predecessor and therefore were treated as an increase in the
purchase price. Since goodwill is impaired and was expensed in 2000, the fair
value of the shares in the amount of $172,000 was charged to earnings.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The credit facility provided by Goff-Moore Strategic Partners L.P. and a
number of other private investors, which is secured by virtually all of the
assets of the Company, matured on April 30, 2001. As of May 11, 2001 the
outstanding principal balance is $7,304,068. The Company is currently in
discussions to extend the maturity. The Company does not have the funds to repay
this indebtedness and the demand for such payment could the Company to cease
operations and /or seek bankruptcy protection.

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

     None.


ITEM 5.  OTHER INFORMATION

     The Company's common stock is traded on The Nasdaq National Market under
the symbol HTVN. To be listed on Nasdaq companies must, among other
requirements, maintain a minimum bid price of $1.00 and have a minimum of $4
million in net tangible assets. The Company currently fails to meet both of
these requirements and Nasdaq has notified the Company that it is subject to
having its stock delisted. Should the stock be delisted by Nasdaq, the liquidity
and the volume of shares traded, the price, and the bid/ask spread could be
adversely affected.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a) EXHIBITS



                                      22

<PAGE>

<TABLE>
<CAPTION>

Exhibit No.        Description and Method of Filing
-----------        --------------------------------
<S>                <C>
2.1                Merger Agreement with Hispano Television Ventures, Inc.,
                   dated October 15, 1999 (Incorporated by reference to Exhibit
                   10.1 of our Current Report on Form 8-K, dated December 30,
                   1999).

3.1                Certificate of Incorporation (Incorporated by reference to
                   Exhibit 2.1 of American Independent Network, Inc.'s General
                   Form for Registration of Small Business Issuers on Form
                   10-SB, dated September 18, 1997), amended by a Certificate of
                   Merger (Incorporated by reference to Exhibit 10.3 of our
                   Current Report on Form 8-K, dated December 30, 1999).

3.2                Bylaws (Incorporated by reference to Exhibit 2.2 of American
                   Independent Network, Inc.'s General Form for Registration of
                   Small Business Issuers on Form 10-SB, dated September 18,
                   1997), with a Bylaw Amendment (Incorporated by reference to
                   Exhibit 3.2 of our Current Report on Form 8-K, dated December
                   30, 1999).

4.1                Certificate of Designation Preferences, Rights and
                   Limitations of Series B Preferred Stock of American
                   Independent Network, Inc. (Incorporated by reference to
                   Exhibit 4.1 of our Annual Report on Form 10-KSB, dated April
                   24, 2000).

10.1 *             Distribution Agreement with National Cable Television Co-op
                   dated May 1, 2001

10.2 *             Affiliation Agreement with Time Warner dated March 5, 2001

10.3 *             Affiliation Agreement dated April 19, 2001 with Satellite
                   Services, Inc.

10.4 *             Motion picture sales agreement dated March 26, 2001 with Reel
                   Funds International, Inc.

10.5 *             AIN management agreement with ParMedia dated March 14, 2001

10.6 *             Seventh amendment to Loan Agreement between Goff Moore
                   Strategic Partners LP and GAINSCO, Inc. and Hispanic
                   Television Network, Inc. dated April 17, 2001

10.7 *             Second Amendment and Agreement Regarding Warrants between
                   Goff Moore Strategic Partners LP and GAINSCO, Inc. and
                   Hispanic Television Network dated April 17, 2001

11   *             Computation of per share earnings

27   *             Financial Data Schedule (included in SEC-filed copy only).

</TABLE>

*Filed herewith.

   (b) REPORTS ON FORM 8-K.

       During the first quarter of 2001, we filed the following Current Reports
on Form 8-K:

       1.  January 10, 2001 announcing resignation of David Hayden from board of
           directors.

       2.  February 6, 2001 Marco Camacho resigned as CEO of the Company

       3.  February 13, 2001 Emilio Gorriti was appointed CEO and president of
           the Company

       4.  April 19, 2001 Emilio Gorriti was terminated as CEO and president of
           the Company and the agreement with C-Networks was cancelled.

       5.  April 27, 2001 the agreement to purchase 48% of Cubico.com, Inc. was
           cancelled

       6.  May 7, 2001 Ernst & Young LLP was dismissed as the Company's
           certifying auditors and replaced by Weaver and Tidwell.

                                      23

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     HISPANIC TELEVISION NETWORK INC.

    Date:  May 18,  2001             By:          /s/ James A. Ryffel
                                         ---------------------------------------

                                                  James A. Ryffel

                                                  Chairman of the Board




























                                      24