<Page>

===============================================================================

                                  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.............................June 30, 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



   (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 August 3, 2001, there
were approximately 131,767,404 shares of our common stock issued and
outstanding.

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

===============================================================================

<Page>

                        HISPANIC TELEVISION NETWORK, INC.

                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                                                               PAGE

                          PART I FINANCIAL INFORMATION

<S>        <C>                                                                                                  <C>
Item 1.    Financial Statements..................................................................................1

           Condensed Balance Sheets as of June 30, 2001 (unaudited) and December 31, 2000........................3

           Condensed Statements of Operations for the three and six months ended June 30, 2001 (unaudited) and
           June 30, 2000 (unaudited) ............................................................................4

           Condensed Statements of Cash Flow for the six months ended June 30, 2001 (unaudited) and June 30,
           2000 (unaudited)......................................................................................5

           Statement of Stockholders' Equity as of June 30, 2001 (unaudited).....................................6

           Notes to Condensed Financial Statements (unaudited)...................................................7

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>

                                       1
<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

                                       2
<Page>

Item 1. FINANCIAL STATEMENTS

                        Hispanic Television Network, Inc.
                      Condensed Consolidated Balance Sheets

<Table>
<Caption>

                                                                            JUNE 30,
                                                                              2001                  DECEMBER 31,
                                                                           (UNAUDITED)                  2000
                                                                       ------------------        ------------------
<S>                                                                      <C>                       <C>
ASSETS
Current Assets
  Cash and cash equivalents                                              $    112,408              $     87,235
  Accounts Receivable (net of allowance for doubtful accounts of              163,960                   141,481
  $45,000 at June 30, 2001 and $ 0 at December 31, 2000)
  Prepaid expenses and other current assets                                   237,557                   779,571
                                                                       ------------------        ------------------
Total current assets                                                          513,925                 1,008,287

Property and equipment, net                                                 4,921,240                 4,773,039
Other assets                                                                  595,326                 3,059,634
                                                                       ------------------        ------------------
Total assets                                                             $  6,030,491              $  8,840,960
                                                                       ==================        ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts Payable                                                      $  2,816,279              $    917,730
   Accrued Liabilities and other                                              312,941                 1,631,137
   Notes Payable                                                            3,558,085                 1,053,045
   Accrued Interest                                                         1,245,696                   656,075
   Deferred Revenue                                                                 -                   300,000
   Due to Private Placement Participants, net of discount                   7,304,068                 6,798,091
   Programming contracts payable                                              151,750                 1,607,000
   Obligation under capital lease                                             351,160                   392,014
   Other                                                                       10,396                    10,396
                                                                       ------------------        ------------------
 Total Liabilities                                                         15,750,373                13,365,488

 STOCKHOLDERS' EQUITY:
   Convertible Preferred Stock, $1.00 par value:
     Authorized shares - 10,000,000
     Issued and outstanding - 38,889                                          252,774                   275,774
   Common stock pending issuance                                            1,601,618                 3,887,836
   Deferred consulting expense                                             (2,245,833)                        -
   Common Stock, par value $0.01: 200,000,000 shares authorized,
     124,638,667 outstanding at June 30, 2001 and 90,822,587                1,246,387                   908,226
     outstanding at December 31, 2000
   Additional Capital                                                      44,638,161                32,353,122

   Accumulated Deficit                                                    (55,212,989)              (41,949,486)
                                                                       ------------------        ------------------
Total stockholders' equity (deficit)                                       (9,719,882)               (4,524,528)
                                                                       ------------------        ------------------
Total liabilities and stockholders' equity                               $  6,030,491              $  8,840,960
                                                                       ==================        ==================

</Table>

                             SEE ACCOMPANYING NOTES

                                       3
<Page>

                        Hispanic Television Network, Inc.
                 Condensed Consolidated Statements of Operations
                          For the Three and Six Months
                      Ended June 30, 2001 and June 30, 2000
                                   (Unaudited)

<Table>
<Caption>

                                                 FOR THE THREE MONTHS                      FOR THE SIX MONTHS
                                                   ENDED JUNE 30,                            ENDED JUNE 30,
                                              2001               2000                 2001                2000
                                         --------------    ----------------     ----------------    ---------------
<S>                                       <C>               <C>                  <C>                 <C>
Revenue                                    $   520,057       $     194,616       $    1,178,966      $     254,860

Expenses:
  Programming                                  137,473             508,389              701,292            878,673
  Satellite rental                             293,000             227,331              519,711            444,709
  Production                                   129,669              45,207              228,123            111,531
  Rent (net)                                    40,844            (13,851)               68,935           (13,938)
  Administrative                             1,411,780             572,409            4,042,720          1,241,448
  Salaries and wages                           808,712           1,172,941            1,753,323          1,891,800
  Professional fees                          1,030,254             445,146            1,528,597            534,305
  Depreciation                                 187,648              70,207              352,737            130,979
  Amortization                                   4,321             386,014               36,043            670,337
                                          -------------    ----------------     ----------------    ---------------
Total expenses                               4,043,701           3,413,793            9,231,481          5,889,844
                                          -------------    ----------------     ----------------    ---------------
Loss from operations                       (3,523,644)         (3,219,177)          (8,052,515)        (5,634,984)
Other (Income)/Expense                         (1,926)                                  170,073
  Interest expense (net)                     3,756,318             251,538            5,040,915            278,086
                                          -------------    ----------------     ----------------    ---------------
Net Loss                                  $(7,278,036)       $ (3,470,715)       $ (13,263,503)      $ (5,913,070)
                                          =============    ================     ================    ===============

Basic and diluted net loss per share      $     (0.06)       $      (0.04)       $       (0.12)      $      (0.07)
                                          =============    ================     ================    ===============

Weighted average shares outstanding        114,166,418          88,222,326          106,439,579         86,308,396
                                          =============    ================     ================    ===============

</Table>

                             SEE ACCOMPANYING NOTES

                                        4
<Page>

                        Hispanic Television Network, Inc.
                       Condensed Statements of Cash Flows
               For the Six Months Ended June, 2001 and June, 2000
                                  (Unaudited)
<Table>
<Caption>

                                                                              2001                      2000
                                                                       ------------------        ------------------
<S>                                                                      <C>                       <C>
OPERATING ACTIVITIES
Net loss                                                                 $  (13,263,503)           $    (5,913,070)
Adjustment to reconcile net loss to net cash used by
   operating activities:
   Amortization                                                                  36,043                    670,337
   Depreciation                                                                 352,737                    130,979
   Stock issued for consulting, litigation settlement and                     1,817,848                    257,050
     other services
   Stock and options issued for compensation                                          -                    603,728
   Deferred consulting costs recognized                                         204,167                          -
   Expense related to extinguishment of debt                                          -                    237,887
   Write-off of impaired assets, net of related liabilities                   1,519,349                          -
   Interest expense on debt discount                                          1,607,018                          -

   Changes in operating assets and liabilities:
      Accounts receivable                                                       (22,479)                   (14,386)
      Other assets                                                              (51,751)                   596,900
      Prepaid assets                                                            139,740                 (1,645,000)
      Accounts payable                                                        1,898,549                   (853,041)
      Other liabilities                                                       1,321,879                    539,082
      Accrued interest                                                          589,621                   (176,743)
      Deferred revenue                                                         (300,000)                          -
      Programming contracts payable                                             (28,000)                          -
                                                                       ------------------        ------------------
Net cash used by operating activities                                        (4,178,782)                (5,566,277)
                                                                       ------------------        ------------------

INVESTING ACTIVITIES
Capital expenditures                                                            (29,190)                (1,251,670)
Station acquisitions and licenses                                                     -                 (2,700,000)
Purchase of Building                                                                  -                   (800,000)
                                                                       ------------------        ------------------
Net cash used by investing activities                                           (29,190)                (4,751,670)
                                                                       ------------------        ------------------

FINANCING ACTIVITIES
Borrowings on notes payable                                                   2,774,000                   (529,395)
Payments under capital leases                                                   (40,855)                         -
Proceeds from exercise of stock warrants                                              -                  2,257,000
Proceeds from sale of stock                                                   1,500,000                  9,600,000
                                                                       ------------------        ------------------
Net cash provided by financing activities                                     4,233,145                 11,327,605
                                                                       ------------------        ------------------
Net cash increase (decrease)                                                     25,173                  1,009,658
Cash, beginning of period                                                        87,235                     52,655
                                                                       ------------------        ------------------
Cash at end of period                                                   $       112,408          $       1,062,313
                                                                       ==================        ==================


Cash paid for interest                                                  $        14,068          $          16,396
                                                                       ==================        ==================


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

Deposits converted to fixed assets                                      $       402,273
                                                                       ==================

Common stock issued for fixed assets                                    $        69,475
                                                                       ==================

</Table>

                             SEE ACCOMPANYING NOTES.

                                       5
<Page>

                        Hispanic Television Network, Inc
                        Statement of Stockholders' Equity
                                  June 30, 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 programming                                     -           -          316,315   $     3,163    $   434,322
Common stock issued for consulting and legal services                   -           -       11,267,042       112,671      6,842,702
Common stock issued for accounting services                             -           -          300,000         3,000         96,000
Sale of common stock and exercise of stock warrants                     -           -        8,559,000        85,590      1,614,410
Common stock issued for employee compensation                           -           -          434,274         4,343        184,283
Common stock issued for building improvements                           -           -           46,449           464         22,760
Common stock issued for station acquisitions                            -           -        1,000,000        10,000        (10,000)
Common stock issued for interest on debt                                -           -        9,888,000        98,880      2,496,120
Common stock issued for employee bonus                                  -           -           27,500           275         27,225
Common stock to be issued for settlements                               -           -          770,000         7,700        266,000
Common stock issued for cancellation of contract                        -           -        1,200,000        12,000        288,000
Common stock issued for preferred shares                             (3,538)    (23,000)         7,500            75         23,217
Net income/(loss)                                                       -           -              -             -              -
                                                               ---------------------------------------------------------------------
BALANCE AT JUNE 30, 2001                                             38,889  $  252,774    124,638,667   $ 1,246,387    $44,638,161
                                                               =====================================================================
<Caption>

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

Sale of common stock and exercise 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 programming                                  29,100                        -         466,585
Common stock issued for consulting and legal services            (3,526,204) (2,245,833)           -       1,183,336
Common stock issued for accounting services                          42,000                        -         141,000
Sale of common stock and exercise of stock warrants                (200,000)                       -       1,500,000
Common stock issued for employee compensation                         3,686                        -         192,312
Common stock issued for building improvements                           -                          -          23,224
Common stock issued for station acquisitions                            -                          -             -
Common stock issued for interest on debt                          1,365,200                        -       3,960,200
Common stock issued for employee bonus                                  -                          -          27,500
Common stock to be issued for settlements                               -                          -         273,700
Common stock issued for cancellation of contract                        -                          -         300,000
Common stock issued for preferred shares                                -                          -             292
Net income/(loss)                                                       -                  (13,263,503)  (13,263,503)
                                                               -------------------------------------------------------
BALANCE AT JUNE 30, 2001                                        $ 1,601,618  $(2,245,833) $(55,212,989) $ (9,719,882)
                                                               =======================================================

</Table>

   SEE ACCOMPANYING NOTES.

                                       6
<Page>

                     Notes to Condensed Financial Statements
                                  June 30, 2001
                                   (Unaudited)

1.   GENERAL

     The financial statements of Hispanic Television Network, Inc. ("the
     Company") as of June 30, 2001 and for the three and six month periods ended
     June 30, 2001 and June 30, 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 and six month periods ended June 30, 2001 and June 30, 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.

                                       7
<Page>

                        Hispanic Television Network, Inc.
                     Notes to Condensed Financial Statements
                                  June 30, 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 that is secured by all of the
     assets of the Company. The Company is seeking an extension of the maturity
     date and an extension, if received at all, could include terms that may
     materially increase the number of shares of the Company's common stock that
     are issued and outstanding. Should this occur, the effect would be to
     substantially dilute or perhaps virtually eliminate the ownership interests
     of the then current shareholders of the Company, potentially causing the
     value of any investment in the Company to be reduced or entirely lost. The
     Company 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.

     The credit facility of approximately $7.3 million of indebtedness that
     matured on April 30, 2001 includes warrants for the purchase of shares of
     the Company's common stock. In addition to providing for the purchase of
     shares of common stock, the warrants also contain a warrant conversion
     feature that allows warrants to be converted into shares without payment of
     cash or any other consideration. The number of shares that may be purchased
     through the exercise of warrants, or received through a warrant conversion
     is based upon numerous factors. Recent financing events of the Company, the
     Company's failure to make required repayments on the indebtedness, the
     market price of the Company's common stock, and the continuously increasing
     interest incurred amount, allow the warrant holders to receive a
     significant number of shares that would be highly dilutive to the then
     existing shareholders of the Company. If these factors were combined with
     an adverse interpretation of the loan documents that is contrary to the
     Company's interpretation thereof, the warrants could be exercised for
     shares that would represent a vast majority of the ownership of the
     company. Should the warrants be exercised under the currently existing
     terms of the credit facility, the effect would be to substantially dilute
     or significantly eliminate the ownership interests of the then current
     shareholders of the Company, potentially causing the value of any
     investment in the Company to be reduced or entirely lost.

     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.

                                       8
<Page>

     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.

     On August 3, 2001 the Company's common stock began trading on the OTC
     Bulletin Board under the symbol HTVN. Previously the Company's common stock
     had traded on the Nasdaq National Market 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 was unable
     to maintain these requirements and its stock was delisted by Nasdaq. As a
     result of now trading on the OTC Bulletin Board, the liquidity and the
     volume of shares traded, the price, and the bid/ask spread for the
     Company's common stock 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 $187,648 and $352,737for the
     three and six months ended June 30, 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. Revenues through June 30, 2001 consist of advertising, sale of
     airtime, and production. Cable advertising and subscriber fees will be
     included in revenues as earned.

     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.

                                       9
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     CONCENTRATION OF CREDIT RISK
     Financial instruments, which potentially subject the Company to
     concentration of credit risk, principally consist of accounts receivable.
     At June 30, 2001, one customer had a balance of $34,000 that was
     approximately 16% of the total receivable balance. This receivable was not
     collected as of August 8, 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 77,408,459 additional
     shares of common stock resulting from the conversion or exercise of
     preferred stock, stock options and warrants were not included in the
     calculation as their effect is antidilutive. For this calculation, the
     number of shares issuable for the exercise of the Goff Moore Strategic
     Partners credit facility warrants was calculated using an assumed exercise
     price of $.25. This exercise price and thus the number of shares issuable
     under that credit facility can be modified under the terms of the credit
     facility.

     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 valued at $1,309,646
     and the elimination of liabilities totaling $1,332,139. As of June 30, 2001
     the Company had programming assets of $198,112 and $151,750 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 August 8, 2001, it has less
     than $30,000 in cash available to meet its operating cash requirements. The
     Company has significantly reduced its recurring cash requirements. However,
     the Company needs a cash inflow of approximately $600,000 per month
     exclusive of scheduled debt repayments to meet its current monthly
     obligations and cash flow from revenues of approximately $100,000 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

                                       10
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     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
     then 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
     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, excluding repayment of debt and interest obligations, have
     been reduced from $1,500,000 to the current level of approximately $600,000
     by these actions. Additionally, current management has restructured the
     sales department to focus on generating sales from all available sources,
     especially local sales at owned and operated television stations.

     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 August 8, 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. In addition an extension of the
     maturity, if received at all, could include terms that may materially
     increase the number of shares of the Company's common stock that are issued
     and outstanding or that are issuable by exercising the warrants. Should
     this occur, the effect would be to substantially dilute or

                                       11
<Page>

     perhaps virtually eliminate the ownership interests of the then current
     shareholders of the Company, potentially causing the value of any
     investment in the Company to be reduced or entirely lost.

     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. This agreement was amended on April 24, 2001.
     The principal amount borrowed totaled $2,632,000 and was payable on or
     before July 5, 2001. As discussed below, the Company is in the process of
     extending the maturity date to January 5, 2002.

3.   DEBT

     In July 2000, the Company entered into an $8,875,001 credit facility with
     Goff Moore Strategic Partners, L.P. (GMSP) 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. Because of the Company's
     inability to make payments required by terms of the credit facility, there
     have been numerous amendments and modifications to the agreement, the most
     recent being the "Seventh Amendment To Loan Agreement and Amendment To
     Notes" and the "Second Amendment and Agreement Regarding Warrants" of April
     17, 2001 which specified the annual interest rate on the notes to be 13%
     beginning February 1, 2001, adjusted the exercise price of the warrants to
     $0.01, set the number of shares that could be purchased by exercising
     warrants to range from 5% to 12.5% based upon when the loan was fully paid,
     extended maturity date to April 30, 2001, and provided for further
     extensions of the maturity if certain repayments were made. Because the
     Company failed to make the required repayments certain terms of the credit
     facility were adjusted including: 1) the interest rate increased to 16% per
     annum computed on the sum of the outstanding principal and unpaid interest
     balance compounded daily; and 2) the number of shares of common stock that
     may be purchased by exercising the warrants was modified. Under the current
     in-effect terms of the agreement as modified and amended, the number of
     shares of common stock that may be purchased by exercising the warrants
     will be determined by dividing a) the amount of the credit facility plus
     the total interest incurred thereon by b) the exercise price, which is
     determinable based upon past and future financing events. Because the loan
     was not repaid by the dates required by the amended terms of the credit
     facility, the number of shares of common stock that may be purchased by
     exercising the warrants is multiplied by 150% and then by an additional
     125%. The exercise price has been deemed not to exceed $0.41 but could be
     considerably lower as determined by financing events of the Company. The
     number of shares of common stock that may be purchased by exercising the
     warrants is potentially highly dilutive to the ownership interest of the
     Company and continuously increases until the credit facility is repaid.

     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 August 8, 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. . In addition an extension of the
     maturity, if received at all, could include terms that may materially
     increase the number of shares of the Company's common stock that are issued
     and outstanding or that are issuable by exercising the warrants. Should
     this occur, the effect would be to substantially dilute or perhaps
     virtually eliminate the ownership interests of the then current
     shareholders of the Company, causing the value of any investment in the
     Company to be reduced or entirely lost.

     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
     June 30, 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 $100,000 loan is matured
     and an extension has been requested. The outstanding balances on these
     loans as of June 30, 2001 were $96,197 and $23,429.

                                       12
<Page>

     On February 5, 2001 the Company established a debt financing arrangement
     with a group consisting primarily of existing shareholders of the Company
     and amended this arrangement on April 24, 2001 to increase the maximum loan
     amount. The principal amount borrowed under this debt financing arrangement
     totaled $2,632,000 and bears interest at the rate of 12% per annum. The
     loan matured on July 5, 2001 and the Company requested the lenders to
     extend their loan to the earlier of the Company receiving a funding of $15
     million or more, receipt of proceeds from the lawsuit that secures the
     loan, or January 5, 2002. 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. The security interest of participants in
     the amended increased loan amount is subordinated to the security interest
     of the original lenders. 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 that expires on February 5,
     2003 at a maximum per-share exercise price of $.75 and four shares of
     restricted common stock.

     In exchange for extending the loan maturity for each $1.00 loaned the
     lenders were offered two additional shares of restricted common stock OR
     four warrants. Each warrant would entitle the holder to acquire one share
     of restricted common stock, at any time prior to February 5, 2003 at a
     maximum per-share exercise price of $.75. As of August 8, 2001 $1,907,000
     of the outstanding debt of $2,632,000 has been extended. Thus far each
     lender that has extended the maturity has elected to receive the shares for
     the extension.

     The common stock and warrants were recorded at the amount received of
     $2.632 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
     June 30, 2001, $2,632,000 was outstanding under this debt arrangement and
     the unamortized discount on the debt equaled $45,667.


     On April 17, 2001 a related party provided a loan to the Company in the
     amount of $100,000 and provided an additional $50,000 on July 6, 2001, all
     maturing on October 16, 2001. The loans provide for interest payable with
     restricted common stock at the rate of one share for each $1.00 loaned for
     the first 30 days, 1.1 shares for each $1.00 loaned for the 2nd month, and
     increasing each month to a maximum of 1.6 shares for each $1.00 loaned for
     the 6th month. The shares earned are recorded as interest expense.

     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.

     On July 23, 2001 the Company entered into a $50,000 credit facility with a
     related party that matures on January 5, 2002 and bears interest at the
     annual rate of 12%. In connection with this debt financing arrangement, the
     lender was issued six shares of restricted common stock for each $1.00 of
     debt financing. The common stock was recorded at the amount received of
     $50,000. 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.

     On July 17, 2001 the Company entered into a $100,000 credit facility with a
     related party that matures on January 5, 2002 and bears interest at the
     annual rate of 12%. In connection with this debt financing arrangement, the
     lender was issued (for each $1.00 loaned) a warrant to acquire one share of
     restricted common stock that expires on February 5, 2003 at a maximum
     per-share exercise price of $.75. In addition, the lender was issued eight
     shares of restricted common stock for each $1.00 of debt financing. The
     common stock was recorded at the amount received of $100,000. 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.


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 38,889 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 $74,670 as of June 30, 2001.

                                       13
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     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.

     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.
     In June 2001 the Company issued 996,375 common shares to related parties
     and incurred the obligation to issue an additional 125,824 common shares
     for legal services totaling $471,530. The expense was recorded in the
     second quarter of 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. 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 six months ended June 30, 2001 the Company recorded a consulting
     expense of $194,227 which represents the pro rata portion of shares which
     were earned for the period. These shares were issued in May 2001.

     The consulting arrangement with Woodcrest Capital, L.L.C. automatically
     renewed for the period of May 29, 2001 through May 28, 2002. Under this
     agreement the Company issued 7 million shares to Woodcrest in May 2001
     which had a value of $2,450,000. $204,167 of this was expensed in June 2001
     and the balance of $2,245,833 is recorded as Deferred Service.

     The Company issued 100,000 common shares to each of the two independent
     directors of the Company in May 2001 for services rendered as members of
     the board of directors. An expense of $76,000 was recorded when the shares
     were issued.

     In June 2001 the Company agreed to issue 7,658 common shares valued at
     $2,912 for assistance in securing programming. These shares were issued in
     July 2001.

     ACCOUNTING SERVICES
     The Company has an agreement with its Interim Chief Financial Officer to
     receive his compensation in

                                       14
<Page>

     common stock of the Company. In accordance with this agreement, 300,000
     shares were issued in the second quarter of 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 and second quarters of 2001, the Company issued 434,274
     shares of common stock valued at $188,626 to employees as additional
     compensation. Of this $32,898 was reflected as of December 31, 2000 and
     $155,728 was charged to earnings for the six months ended June 30, 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 770,000 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 $273,700
     was charged to earnings.

     CANCELLATION OF CONTRACT
     In June 2001 the Company issued 1,200,000 common shares in exchange for
     cancellation of a contract under which the Company had previously received
     $300,000. The receipt of the funds had been previously recorded as deferred
     revenue.

     PROGRAMMING
     During the second quarter of 2001 the Company issued 316,315 common
     shares valued at $437,485 for programming.

     INTEREST ON DEBT
     In connection with debt financing arrangements, the Company issued
     9,888,000 common shares as additional consideration for providing the
     financing to the Company. The difference between the face value of the
     loan, and the cash received and allocated to the notes, is treated as a
     discount on debt that is amortized as additional interest expense over the
     term of the loan.


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

                                       15
<Page>

     have filed an answer in this lawsuit. This lawsuit is currently in the
     discovery stage. We believe this lawsuit is without merit, and we intend to
     defend vigorously against all of Plaintiffs' asserted claims.

     The Entertainment Search Group, Inc., d/b/a Brad Marks International won a
     judgment against the Company for unpaid recruiting services. A liability
     in the amount of $61,233 is included in the payables of the Company for
     this obligation.

     In March/April 2001 Mr. Marco Camacho, former Chief Executive Officer,
     Karen Lincoln, former Chief Operating Officer, and B. Franklin Byrd, former
     Chief Financial Officer filed lawsuits for an unspecified amounts regarding
     their departure from the Company. The Company believes that the claims are
     without merit and does not anticipate that a significant cost will be
     incurred as a result of these pending actions. Accordingly a reserve has
     not been established for these claims. Should Mr. Camacho, Ms Lincoln,
     and/or Mr. Franklin prevail, it cannot be determined at this time what the
     amount of the judgment(s) might be.

     In July 2001 a Cameron County judge issued a Turnover Order for the
     Company's station and FCC license in Eagle Pass, TX relating to Zavaletta
     v. Wheeler and HTVN. The Company is preparing a restraining order and dec
     action in Maverick County to stay proceeding in Cameron County. The Company
     believes the Turnover Order violates state and federal law and if
     necessary, the decision will be appealed to a higher court.

     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

     Significant subsequent events are included in the applicable sections of
this filing.

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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 19 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 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 August 8, 2001, the
Company has less than $30,000 in cash available to meet its operating cash
requirements. The Company has significantly reduced its recurring cash
requirements from previous levels but a cash inflow of approximately $600,000
per month exclusive of scheduled debt repayments is required to meet its current
monthly obligations. The cash flow from revenues of approximately $100,000 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.

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     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 $600,000 by these actions.
Additionally, current management has restructured the sales department to focus
on generating sales from all available sources, especially local sales at owned
and operated television stations.

     The Company has secured cable distribution contracts with Time Warner Cable
(10 years), Satellite Services, Inc. (10 years) which purchases programming for
AT&T Broadband, Cox Communications, Inc (10 years), National Cable Television
Coop (5 years), Liberty Spanish Group LLC a/k/a Canales N (10 years) which is
the Spanish language distributor to Comcast Cable, Adelphia Cable, and others.
Under the terms of the contracts the cable companies will pay subscriber fees to
the Company. In addition, the increased distribution via cable should facilitate
increased network advertising sales.

     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:

        -    the markets covered by our networks,

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

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

        -    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

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are also broadcast on the network.

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

        -    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 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.

        -    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.

        -    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 AND SIX MONTHS ENDED JUNE 30, 2001 AND
2000.

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     REVENUES. Revenues are primarily derived from sales of advertising and
programming time, and production services. Revenues for the three and six months
ended June 30, 2001 were $520,057 and $1,178,966 compared to $194,616 and
$254,860 for the three and six months ended June 30, 2000. Sales in the first
and second quarter of 2000 were derived primarily from AIN as Television
Hispania was being launched. Revenues in the first and second 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 $4,043,701 and $9,231,481for
the first three and six months of 2001 compared to $3,413,793 and $5,889,844 for
the same periods of 2000. Major components of Cost of Operations for the first
three and six months of 2001include $$137,473 and $701,292 for programming,
$293,000 and $519,711 in satellite rental, professional fees of $1,030,254 and
$1,528,597 which includes the cost of the Company's independent auditors, legal
fees primarily to a related party, and business consulting services provided by
a related party and Woodcrest Capital, L.L.C. (which is owned by our Chairman of
the Board and one of our directors) and administrative expenses totaling
$1,411,780 and $4,042,720 for the three and six months ended June 30, 2001.
Included in administrative expenses are affiliate and LMA fees of $391,738 and
$2,169,903 for the three and six months ended June 30, 2001, station acquisition
expense of $436,040, and $139,984 and $281,374 for employee benefits and taxes.

     INTEREST EXPENSE for the three and six months ended June 30, 2001 and June
30, 2000 were $3,756,318 and $5,040,915 compared to $251,538 and $278,086.
Interest expense for the first three and six months of 2001 includes
amortization of loan discounts of $2,279,156 and $3,333,133.

     OPERATING RESULTS. The net losses of $7,278,036 and $13,263,503 for the
three and six months ended June 30, 2001 compared to a net loss of $3,470,715
and $5,913,070 for the same three and six month periods of 2000 are attributable
to the increased expenses detailed above, partially offset by the increased
revenues.


     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) and ($0.12) for the three and six months ended
June 30, 2001 compared to a net loss per share of common stock of ($0.04) and
($0.07) for the three and six months ended June 30, 2000.

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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 $55,212,989
from inception through June 30, 2001. Current liabilities at June 30, 2001 were
$15,750,373, which exceeds current assets of $513,925 by $15,236,448. 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
             $2,034,249 for legal and professional services, settlements,
             consulting services, employee compensation, building improvements,
             programming and other miscellaneous expenses.

        3)   Restricted common stock valued at $3,960,200 was issued as
             additional interest expense or as discount on debt that will be
             amortized to interest expense over the term of the loan. 770,000
             shares valued at $273,700 were issued for settlements related to
             our predecessor.

        4)   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 matured on
             July 5, 2001. Most of the lenders have extended the maturity to
             January 5, 2002. Funding of $270,000 received from a related party
             in December 2000 was subsequently incorporated into this Loan
             Agreement.

        5)   On April 24, 2001 the Loan Agreement of February 5, 2001 was
             amended to increase the maximum loan amount. All other terms of the
             Loan Agreement remained unchanged. As of May 11, 2001 the Company
             has received $1,262,000 under the amended Loan Agreement. The
             proceeds were used for payroll, satellite lease payments, KJLA
             affiliate fee, and other working capital requirements.

        6)   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.

        7)   On April 17, 2001 a related party provided a loan to the Company
             in the amount of $100,000 and increased this amount by an
             additional $50,000 on July 6, 2001. The loan is unsecured,
             non-interest bearing, and matures on October 16, 2001. The lender
             receives one share of common stock for each $1.00 loaned for the
             first month the loan is outstanding as consideration for providing
             the loan. The number of shares paid as consideration increases by
             approximately 10% for each month the loan is outstanding.

        8)   On July 23, 2001 the Company entered into a $50,000 unsecured
             credit facility with a related party that matures on January 5,
             2001 and bears interest at the annual rate of 12%. In connection
             with this debt financing arrangement the lender was issued six
             shares of restricted common stock for each $1.00 of debt financing

        9)   On July 17, 2001 the Company entered into a $100,000 unsecured
             credit facility with a related party that matures on January 5,
             2001 and bears interest at the annual rate of 12%. In connection
             with this debt financing arrangement, the lender was issued (for
             each $1.00 loaned) a warrant to acquire one share of restricted
             common stock that expires on February 5, 2003 at a maximum
             per-share exercise price of $.75. In addition, the lender was
             issued eight shares of restricted common stock for each $1.00 of
             debt financing

     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 August 8, 2001, the
Company has less than $30,000 in cash available to meet its operating cash
requirements. The Company needs a cash inflow of approximately $600,000 per
month exclusive of scheduled debt repayments to meet its current monthly
obligations. The cash flow from revenues of approximately $100,000 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

                                       21
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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 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, 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. Because of the Company's inability to make payments required by terms of
the credit facility, there have been numerous amendments and modifications to
the agreement, the most recent being the "Seventh Amendment To Loan Agreement
and Amendment To Notes" and the "Second Amendment and Agreement Regarding
Warrants" of April 17, 2001 which specified the annual interest rate on the
notes to be 13% beginning February 1, 2001, adjusted the exercise price of the
warrants to $0.01, set the number of shares that could be purchased by
exercising warrants to range from 5% to 12.5% based upon when the loan was fully
paid, extended maturity date to April 30, 2001, and provided for further
extensions of the maturity if certain repayments were made. Because the Company
failed to make the required repayments certain terms of the credit facility were
adjusted including: 1) the interest rate increased to 16% per annum computed on
the sum of the outstanding principal and unpaid interest balance compounded
daily; and 2) the number of shares of common stock that may be purchased by
exercising the warrants was modified. Under the current in-effect terms of the
agreement as modified and amended, the number of shares of common stock that may
be purchased by exercising the warrants will be determined by dividing a) the
amount of the credit facility plus the total interest incurred thereon by b) the
exercise price, which is determinable based upon past and future financing
events. Because the loan was not repaid by the dates required by the amended
terms of the credit facility, the number of shares of common stock that may be
purchased by exercising the warrants is multiplied by 150% and then by an
additional 125%. The exercise price has been deemed not to exceed $0.41 but
could be considerably lower as determined by financing events of the Company.
The number of shares of common stock that may be purchased by exercising the
warrants is potentially highly dilutive to the ownership interest of the Company
and continuously increases until the credit facility is repaid.

     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 August 8, 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. . In addition an extension of the maturity, if received
at all, could include terms that may materially increase the number of shares of
the Company's common stock that are issued and outstanding or that are issuable
by exercising the warrants. Should this occur, the effect would be to
substantially dilute or perhaps virtually eliminate the ownership interests of
the then current shareholders of the Company, potentially causing the value of
any investment in the Company to be reduced or entirely lost.

     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.

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     The credit facility of approximately $7.3 million of indebtedness that
matured on April 30, 2001 includes warrants for the purchase of shares of the
Company's common stock. In addition to providing for the purchase of shares of
common stock, the warrants also contain a warrant conversion feature that allows
warrants to be converted into shares without payment of cash or any other
consideration. The number of shares that may be purchased through the exercise
of warrants, or received through a warrant conversion is based upon numerous
factors. Recent financing events of the Company, the Company's failure to make
required repayments on the indebtedness, the market price of the Company's
common stock, and the continuously increasing interest incurred amount, allow
the warrant holders to receive a significant number of shares that would be
highly dilutive to the then existing shareholders of the Company. If these
factors were combined with an adverse interpretation of the loan documents that
is contrary to the Company's interpretation thereof, the warrants could be
exercised for shares that would represent a vast majority of the ownership of
the company. Should the warrants be exercised under the currently existing terms
of the credit facility, the effect would be to substantially dilute or
significantly eliminate the ownership interests of the then current shareholders
of the Company, potentially causing the value of any investment in the Company
to be reduced or entirely lost.

     On February 5, 2001 the Company established a debt financing arrangement
with a group consisting primarily of existing shareholders of the Company and
amended this arrangement on April 24, 2001 to increase the maximum loan amount.
The principal amount borrowed under this debt financing arrangement totaled
$2,632,000 and bears interest at the rate of 12% per annum. The loan matured on
July 5, 2001 and the Company requested the lenders to extend their loan to the
earlier of the Company receiving a funding of $15 million or more, receipt of
proceeds from the lawsuit that secures the loan, or January 5, 2002. 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. . The
security interest of participants in the amended increased loan amount is
subordinated to the security interest of the original lenders. 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 that expires
on February 5, 2003 at a maximum per-share exercise price of $.75 and four
shares of restricted common stock.

     In exchange for extending the loan maturity the lenders were offered, for
each $1.00 loaned, two additional shares of restricted common stock OR four
warrants. Each warrant entitles the holder to acquire one share of restricted
common stock, at any time prior to February 5, 2003 at a maximum per-share
exercise price of $.75. As of August 8, 2001 $1,907,000 of the outstanding debt
of $2,632,000 has been extended. Thus far each lender that has extended the
maturity date has elected to receive the shares for the extension.

     The common stock and warrants were recorded at the amount received of
$2.632 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 June 30, 2001,
$2,632,000 was outstanding under this debt arrangement and the unamortized
discount on the debt equaled $45,667.

     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.

     On April 17, 2001 a related party provided a loan to the Company in the
amount of $100,000 and provided an additional $50,000 on July 6, 2001, all
maturing on October 16, 2001. The loans provide for interest payable with
restricted common stock at the rate of one share for each $1.00 loaned for the
first 30 days, 1.1 shares for each $1.00 loaned for the 2nd month, and
increasing each month to a maximum of 1.6 shares for each $1.00 loaned for the
6th month. The shares earned are recorded as interest expense.

     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.

     On July 23, 2001 the Company entered into a $50,000 credit facility with a
related party that matures on January 5,

                                       23
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2001 and bears interest at the annual rate of 12%. In connection with this debt
financing arrangement, the lender was issued six shares of restricted common
stock for each $1.00 of debt financing. The common stock was recorded at the
amount received of $50,000. 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.

     On July 17, 2001 the Company entered into a $100,000 credit facility with a
related party that matures on January 5, 2001 and bears interest at the annual
rate of 12%. In connection with this debt financing arrangement, the lender was
issued (for each $1.00 loaned) a warrant to acquire one share of restricted
common stock, at any time prior to February 5, 2003 at a maximum per-share
exercise price of $.75. In addition, the lender was issued eight shares of
restricted common stock for each $1.00 of debt financing. The common stock was
recorded at the amount received of $100,000. 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.



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.

     Also 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

     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.

                                       24
<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 discovery stage. We believe this lawsuit is without merit, and we intend
to defend vigorously against all of Plaintiffs' asserted claims.

     The Entertainment Search Group, Inc., d/b/a Brad Marks International won a
judgment against the Company for unpaid recruiting services. An liability in the
amount of $61,233 is included in the payables of the Company for this
obligation.

     In March/April 2001 Mr. Marco Camacho, former Chief Executive Officer,
Karen Lincoln, former Chief Operating Officer, and B. Franklin Byrd, former
Chief Financial Officer filed lawsuits for an unspecified amounts regarding
their departure from the Company. The Company believes that the claims are
without merit and does not anticipate that a significant cost will be incurred
as a result of these pending actions. Accordingly a reserve has not been
established for these claims. Should Mr. Camacho, Ms Lincoln, and/or Mr.
Franklin prevail, it cannot be determined at this time what the amount of the
judgment(s) might be.

     In July 2001 a Cameron County judge issued a Turnover Order for the
Company's station and FCC license in Eagle Pass, TX relating to Zavaletta v.
Wheeler and HTVN. The Company is preparing a restraining order and dec action in
Maverick County to stay proceeding in Cameron County. The Company believes the
Turnover Order violates state and federal law and if necessary, the decision
will be appealed to a higher court.

     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

                                       25
<Page>

     fiscal year 2000. The remaining $234,500 expense was recognized in January
     2001. In June 2001 the Company issued 996,375 common shares to related
     parties and incurred the obligation to issue an additional 125,824 common
     shares for legal services totaling $471,530. The expense was recorded in
     the second quarter of 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. 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 six months ended months ended June 30, 2001 the Company recorded a
     consulting expense of $194,227 which represents the pro rata portion of
     shares which were earned for the period. These shares were issued in May
     2001.

     The consulting arrangement with Woodcrest Capital, L.L.C. automatically
     renewed for the period of May 29, 2001 through May 28, 2002. Under this
     agreement the Company issued 7 million shares to Woodcrest in May 2001
     which had a value of $2,450,000. $204,167 of this amount was expensed in
     June 2001 and the balance of $2,245,833 is recorded as Deferred Service.

     The Company issued 100,000 common shares to each of its two independent
     directors of the Company in May 2001 for services rendered as members of
     the board of directors. An expense of $76,000 was recorded when the shares
     were issued.

     In June 2001 the Company agreed to issue 7,658 common shares valued at
     $2,912 for assistance in securing programming. These shares were issued in
     July 2001.

ACCOUNTING SERVICES
     The Company has an agreement with its Interim Chief Financial Officer to
     receive his compensation in common stock of the Company. In accordance with
     this agreement, 300,000 shares were issued in the second quarter of 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 and second quarters of 2001, the Company issued 434,274
     shares of common stock valued at $188,626 to employees as additional
     compensation. Of this $32,898 was reflected as of December 31, 2000 and
     $155,728 was charged to earnings for the six months ended June 30, 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 770,000 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

                                       26
<Page>

     and was expensed in 2000, the fair value of the shares in the amount of
     $273,700 was charged to earnings.

CANCELLATION OF CONTRACT
     In June 2001 the Company issued 1,200,000 common shares in exchange for
     cancellation of a contract under which the Company had previously received
     $300,000 which had been recorded as deferred revenue.

PROGRAMMING
     During the second quarter of 2001 the Company issued 316,315 valued at
$437,485 for programming.

INTEREST ON DEBT
     In connection with debt financing arrangements, the Company issued
     9,888,000 common shares as additional consideration for providing the
     financing to the Company. The difference between the face value of the
     loan, and the cash received and allocated to the notes, is treated as a
     discount on debt which amortized as additional interest expense over the
     term of the loan.



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 August 8, 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

     On August 3, 2001 the Company's common stock began trading on the OTC
Bulletin Board under the symbol HTVN. Previously the Company's common stock had
traded on the Nasdaq National Market 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 was unable to maintain
these requirements and its stock was delisted by Nasdaq. As a result of now
trading on the OTC Bulletin Board, the liquidity and the volume of shares
traded, the price, and the bid/ask spread for the Company's common stock could
be adversely affected.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)  EXHIBITS

<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).

                              27
<Page>

<Caption>
EXHIBIT NO.    DESCRIPTION AND METHOD OF FILING
<S>            <C>
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 Computation of per share
               earnings

11   *         Computation of per share earnings

</Table>

*Filed herewith.

    (b)  REPORTS ON FORM 8-K.

         During the first and second 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.

                                   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:  August 9,  2001                    By: /s/ James A. Ryffel
                                                --------------------------------

                                                James A. Ryffel

                                                Chairman of the Board

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