UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                         ---------------

                          FORM 10-KSB/A


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

           For the Fiscal Year Ended December 31, 1999

                               OR

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

                Commission File Number 000-27053

                       USARadio.com, Inc.
             (formerly known as Ansel Project, Inc.)
         (Name of small business issuer in its charter)

                Colorado                        84-1493151
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)        Identification No.)

2290 Springlake Road, Suite 107, Dallas, Texas      75234
   (Address of principal executive offices)      (Zip Code)

            Issuer's telephone number:  972.484.3900
                        ----------------

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

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

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

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes   [X] No   [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.     [X]

The issuer's revenues for its most recent fiscal year were
$3,692,244.

The issuer's common stock is not listed on any exchange or
automated quotation system, nor is the issuer aware of any
private transaction occurring in its shares of common stock
during the preceding sixty (60) days. Accordingly, the issuer is
unable to indicate a market value of common equity held by non-
affiliates as of a specified date within such period.

At March 20, 2000, 13,516,720 shares of common stock were
outstanding.
                         ---------------
               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to
stockholders in connection with the 2000 Annual Meeting of
Stockholders to be filed with the Commission during the 120 days
following the end of the fiscal year covered by this Report are
incorporated by reference into Part III.

Transitional Small Business Disclosure Format (Check one):
Yes      [ ]   No     [x]

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



<PAGE>

                       USARadio.com, Inc.

                           FORM 10-KSB

           For the Fiscal Year Ended December 31, 1999

                        Table of Contents

                                                             Page
                             PART I.

Item 1.  Business..........................................  1

Item 2.  Description of Property...........................  10

Item 3.  Legal Proceedings.................................  10

Item 4.  Submission of Matters to a Vote of Security
           Holders.........................................  10

                              PART II.

Item 5.  Market for Common Equity and Related Stockholder
          Matters..........................................  10

Item 6.  Management's Discussion and Analysis or Plan of
          Operation........................................  12

Item 7.  Financial                                           20
         Statements........................................

Item 8.  Changes In and Disagreements With Accountants on
            Accounting and Financial                         20
         Disclosure......................

                             PART III.

Item 9.  Directors, Executive Officers, Promoters and
           Control Persons; Compliance With Section 16(a)
              of the Exchange Act..........................  20

Item 10. Executive  Compensation...........................  21


Item 11. Security Ownership of Certain Beneficial Owners
          and Management...................................  21

Item 12. Certain Relationships and Related Transactions....  21

Item 13. Exhibits and Reports on Form 8-K..................  21


Signatures.................................................  22


                                i



<PAGE>
                             PART I

                        ITEM 1.  BUSINESS

     The following discussion of our business contains forward-
looking statements that involve risks and uncertainties. Actual
results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including, but not limited to, those set forth below under
"Management's Discussion and Analysis or Plan of Operations -
Business Risks" as well as elsewhere in this Form 10-KSB.

General Background

     The company was incorporated on April 9, 1998 under the name
Ansel Project, Inc. in the state of Colorado.  Prior to the
merger with USARadio.com described below, we engaged solely in
the business of attempting to locate and negotiate with another
business entity for the merger of that entity into the company.

     During the fiscal year ended December 31, 1999, the company
was involved in two transactions involving USARadio.com, Inc., a
Texas corporation organized on March 4, 1985. Specifically, (i)
on November 5, 1999, Corporate Management Services, Inc., the
company's controlling stockholder, sold a majority of the
outstanding shares of our common stock to the USA Radio Network
Trust, the sole stockholder of USARadio.com, and (ii) on
December 21, 1999 we merged with USARadio.com in a statutory
merger pursuant to which we were the surviving corporation.  In
connection with the merger, we changed our name to USARadio.com,
Inc.

     As a result of these transactions, the controlling
stockholder of USARadio.com became the controlling stockholder of
the company and the principal business operations, assets and
liabilities of USARadio.com became the principal and historical
business operations, assets and liabilities of the company.  The
merger was treated as a recapitalization of USARadio.com for
accounting purposes with the company adopting the fiscal year of
USARadio.com. Accordingly, the company now has a December 31 year
end.

     Pursuant to the agreement, the USA Radio Network Trust
acquired 850,000 of the 1,230,000 shares of our issued and
outstanding common stock on November 5, 1999.  On the same date,
the boards of directors and stockholders of USARadio.com and
Ansel Project approved an Agreement and Plan of Merger, whereby
the two companies would merge, and Ansel Project would continue
as the surviving corporation operating the business previously
conducted by USARadio.com. Pursuant to the terms of the merger,
each outstanding share of the Texas corporation was converted
into 4.2368 shares of Ansel Project. As a result, USA Radio
Network Trust, the sole stockholder of the pre-merger
USARadio.com, became the holder of approximately 97.2% of our
common stock.

     On December 5, 1999, the previous sole officer and director
of the company (namely, George Andrews) resigned and the
stockholders elected Robert Marlin Maddoux and Mark Maddoux as
the new board of directors of USARadio.com, Inc. On that same
date, Marlin Maddoux was elected as our Chief Executive Officer
and President and Mark Maddoux, Marlin Maddoux's son, was elected
our Vice President and Chief Financial Officer.

Business Operations

     USARadio.com, Inc. (also known as USA Radio Network) is a
satellite-delivered radio broadcast network that offers a broad
line of programming content to independent radio stations. Our
programming includes news, sports, music, and general interest
talk programs. Our target market consists of independent radio
stations, both AM and FM, that choose not to become affiliated
with the 3 major radio networks (ABC Radio, NBC, and CBS Radio
Network). As of March 15, 2000, our network was comprised of
approximately 1,200 affiliated radio stations across the nation,
including affiliates in 49 of the top 50 Dominant Market Areas
(DMAs). Our network includes affiliates in markets that represent
approximately 95% of the U.S. population. We simultaneously
broadcast select programming over the Internet.

     We generally offer our radio news and programming to
independent radio stations on a barter basis; that is, in
exchange for advertising time on the station. We then resell the
advertising time to national advertisers and advertising
agencies. We price our advertising time based upon a variety of
factors including the time of day the advertisement will air, the
size of the potential listening audience, the length of the ad
and the number of times the advertisement will run.

     Our programs enable independent radio stations to compete
with the major networks by providing them with national quality
programming. The cost to a radio station to produce national
quality news service, talk shows and other programming is
significant, typically beyond the capabilities of most
independent stations. An


                                1
<PAGE>

independent radio station can carry our news service, talk shows
and other programming without incurring the significant costs of
producing such programming.

     Our principal executive offices and broadcast center are
located at 2290 Springlake Road, Suite 107, Dallas, Texas 75234
and our telephone number is 972.484.3900. Our website is located
at www.usaradio.com.

     Programming

     We offer a broad line of programming content to our
affiliates including news and sports and general interest talk
programming.  All of our programming is intended for a broader
audience and is free of content likely to be deemed
objectionable.

     News and Sports.  We offer award-winning top-of-the-hour
newscasts that are provided nationally 24 hours per day, 365 days
per year on our network. Our newscasts are also carried worldwide
on the Armed Forces Radio Service. These five-minute newscasts
are anchored by highly qualified, seasoned broadcasters. We also
offer Newsbreak, a one-minute newscast featuring the top news
stories at the bottom of each hour. Sportscast is a three minute
sports update that is carried at 45 minutes past the hour.
Sportscast features the latest scores, sports gossip, featured
personalities and sports news updates of interest to the sports
fan.

     In addition, we provide our affiliates with business reports
and coverage of major events and fast-breaking news stories. All
of our news and sports programming is produced by our
professional team of news writers, producers, engineers, and
anchors who operate out of our broadcast center in Dallas, Texas.
We maintain professional news correspondents in Washington D.C.
that cover, among other news sources, the White House, the State
Department, the Pentagon and the Supreme Court. We use
independent correspondents in 45 countries of the world as well
as every state in the U.S.

     Long Form and Talk Programming.  All of our long form and
talk programming is intended to be provocative, informative and
entertaining. All of our long form and talk programming is
provided to our affiliates live for immediate broadcast. However,
we permit certain of our affiliates to record our long form and
talk programs for rebroadcast at different times.

     Our line up of long form and talk programming includes:

      *   Daybreak USA(TM) is a fast paced and fun-filled morning
          magazine show that is designed to attract and
          maintain listeners across a broad demographic;
          however, its focus is on the key 25-54 market
          segment. Airing from 4 to 9 a.m. EST, this five-hour
          program allows us to serve both the east and west
          coast stations. Anchored by Al Lerner and Richard
          Stevens, Daybreak USA provides "first hand" coverage
          of the day's most important news stories. The show
          also includes human-interest stories, interviews
          with nationally known personalities, entertainment
          reports, and other special features. Because the
          program is scheduled in "modules," affiliate
          stations are provided the opportunity to break away
          to cover local stories, including local traffic and
          weather, and then rejoin the network. Since its
          launch in 1998, the number of affiliates
          broadcasting Daybreak USA has grown from 70 to over
          200.

      *   Point of View(TM) is a daily two-hour call-in talk
          program that has been broadcasting nationally for
          more than 25 years. Hosted by Marlin Maddoux, our
          founder, CEO and President, the program features in-
          depth interviews with outstanding personalities and
          newsmakers in the field of politics, entertainment,
          religion, finance, education and family issues. Mr.
          Maddoux is the President of International Christian
          Media and has appeared on such shows as CBS Morning
          News, ABC's Nightline, NBC News and CNN. He is the
          author of eleven books. Point of View is carried on
          250 radio stations and is aired on our network
          Monday through Friday, 2 to 4 p.m. EST.

      *   Your Health Matters is a call-in talk program
          focused on a broad variety of health topics,
          including allergies, food related disorders, herbal
          approach to healing, vitamins, and taking control of
          your health. Your Health Matters is hosted by Doug
          Kaufman, an author, lecturer and nutritional expert
          with more than 23 years experience in the
          diversified health care industry. This program is
          available Monday through Friday, 8 to 11 a.m. EST.

      *   People to People is a live in-depth counseling
          program dealing with people's personal problems,
          marriage problems, rearing children, and other
          counseling needs. The show features interaction
          between the hosts and the callers. Hosted by Bob
          George and Bob Davis, this program is available
          Monday through Friday, 7 to 9 p.m. EST.


                                2

<PAGE>


      *   SportsTalk USA(TM) is a Sunday sports magazine show
          designed to provide a positive blend of scores,
          sports celebrity guests and a comprehensive wrap-up
          of all college and pro sports. SportsTalk USA also
          goes on location with remotes from the World Series,
          Super Bowl, Final Four and other premiere sporting
          events. This program is hosted by David Ross and is
          available on Sunday from 10 p.m. to 1 a.m. EST.

      *   Golden Age of Radio Theater enables listeners to
          relive the golden years of radio broadcasting. This
          program rebroadcasts such shows as Jack Benny,
          Dragnet, Fibber McGee & Molly and X Minus One.
          Golden Age of Radio Theater is available Monday
          through Saturday at 9 p.m. EST.

      *   Confident Living is an in-depth program designed to
          address the issues relevant to those entering their
          middle and later years. The talk show format
          considers such topics as caring for aging parents,
          mentoring children and grandchildren and financial
          planning for the future. Confident Living is co-
          hosted by veteran broadcasters Don Hawkins and Eunice
          Grant. The program is available on Saturday from 9 to
          11 a.m. EST.

      *   Celebration USA features gospel and country Christian
          music, interviews with the artists and "live" concert
          segments. This program is hosted by Jack Davis, an
          award winning DJ, and is available Sunday at 4 p.m.
          EST.

      *   Christian Music America is hosted by Ron Taylor and
          provides a popular contemporary music format with
          songs from today's top Christian Music artists.
          Listeners will hear behind-the-scenes interviews with
          the artists, CD and music reviews, a Christian comedy
          segment called "The Lighter Side" and other Christian-
          music based features. Christian Music America is
          available Saturday and Sunday at 11 p.m. and 11 a.m.
          EST.

      *   Contend for Truth is a provocative look at today's
          religions, cults and world views as examined against
          the views of Christianity. This program gives in-
          depth insight into world religions other than
          Christianity through a lively one-hour confrontation
          of views. The program is co-hosted by Clay Jones and
          Steve Huddleston and is available Sunday at 3 p.m.

      *   America's Greatest Heroes promotes an accurate image
          of our founding fathers and others who have helped
          shape America in a positive way. This broadcast is
          intended to entertain listeners while informing them
          on important events and personality traits
          surrounding America's greatest heroes, including
          George Washington, Benjamin Franklin and others.
          America's Greatest Heroes is available Saturday and
          Sunday at 8 a.m. EST.

      *   Bible's Greatest Heroes provides programming to
          bring biblical stories and Bible characters to life.
          This broadcast is designed to inspire listeners of
          all demographics by acting out and dramatizing key
          Biblical stories. Bible's Greatest Heroes is
          available at Saturday and Sunday at 7 a.m. EST.

     USA Internet Radio

     In addition to broadcasting on satellite, we presently
broadcast select news and programming simultaneously on the
Internet via streaming  audio. "Streaming audio" is the ability
to transmit live audio signals through the Internet. This
technology provides a continuous stream of data so that the audio
feed is constantly being downloaded, thereby allowing the user to
listen to live and uninterrupted broadcasts as they would on
conventional radio. At its present level, the streaming
technology allows users to receive audio in real time without
having to download a file. With the rapid technological
developments in audio streaming, the Internet is rapidly becoming
a stable platform for high-quality radio broadcasting.

     A recent survey indicates that in the last quarter of 1998
and the first quarter of 1999, the percentage of Americans who
have listened to the radio over the Internet has more than
doubled. In July 1998, when the study originally took place, the
study found that 6% of all Americans had listened to the radio
over the Internet. The study found that in February 1999 that
number had increased to 13% of all Americans. The fact that
Arbitron Research Company is measuring the percentage of
Americans that listen to radio over the Internet is significant
because advertising rates are based in part upon audience ratings
as determined by Arbitron. Currently, advertising rates are not
based upon Internet listening. Management believes that in the
future, Internet listening will be included in determining
advertising rates.

                                3
<PAGE>


     We are committed to providing our programming content to our
affiliates using the latest in technological advancements.
Accordingly, we have elected to " stream" our audio signals in
the following formats:

      *   Real Network's Real Audio and Real Video technologies.

      *   Microsoft Windows Media Player; and

      *   MPEG (Motion Picture's Engineering Group) or MP3.

Using these three formats, we are able to supply audio to the
majority of the computer platforms and most of the Internet
listening audience.

     It is management's opinion that the Internet presents USA
Radio Network with a significant opportunity. If we can capture a
larger share of the burgeoning Internet radio audience, as
described above, we believe we will be well-positioned to
increase the rate for which we charge for advertising time. We
have formulated short and long-term plans to expand our Internet
presence. In keeping with those plans, we intend to grow our
programming through the acquisition of Internet broadcasting
companies and syndicated radio programming, building content,
putting in place infrastructure, increasing listenership,
securing advertising dollars and continuing to develop a viable
broadcast model. No assurances can be made that we will be able
to successfully capitalize on this opportunity.

     Our affiliates may also broadcast our news and programming
on their own Internet sites. We do not restrict or control our
affiliates' broadcasting on their Internet site. Management
believes that our affiliates do not and will not in the future
object to our Internet broadcasting of our programming because
they may broadcast our programming over their own Internet site.

     Broadcast Facilities

     We deliver our programming content to our affiliates "live"
via two satellites, SatCom C-5 and GEIII.

     The originating point of our programming is our state of the
art broadcast facility located in Dallas, Texas, which employs
the latest in news gathering, digital audio editing, digital
audio production and Internet broadcasting technologies. We
control four channels on Satellite GEIII. Each channel is
supplied with programming content completely independent of the
other channels and is controlled and operated from a central
point within our broadcast facility. Our on air and production
studios terminate in our broadcast facility where final
processing and leveling is performed prior to delivery to the
affiliate. Our broadcast facility also houses our satellite
receiver command and control system. This system enables us to
authorize or deauthorize satellite receivers located at the
affiliated radio stations. This system also gives us the ability
to remotely operate onboard relays which in turn the affiliate
will use to operate their own in-house automation systems.

     All channel downlinks from Satellite GEIII are also
monitored from our broadcast facility. These downlink systems are
a duplicate of what one of our affiliated radio stations would
have at its facility. This duplication gives us the ability to
help troubleshoot problems that an affiliate may be experiencing
with their downlink system.

     We control one audio channel on Satellite SatCom C5. The
programming content on SatCom C5 is a simulcast of one of the
channels on GEIII, strictly for purposes of redundancy.

     From the broadcast center, our programming is beamed via a
terrestrial microwave transmission system to the Dallas Fort
Worth International Teleport were a low powered satellite uplink
is used as the sole means of delivering our programming to the
Chicago International Teleport located in Chicago, Illinois. This
is the primary uplink facility used to deliver our programming to
our affiliated radio stations. Both international teleports and
our facilities are equipped with fully operational redundant
systems as well as back up electrical power independent of the
local commercial power companies.

     We lease our satellite space segments under various
agreements that expire at various times through March 2005. Total
rent expense for these leases was $416,209 and $423,397 for 1999
and 1998, respectively. Minimum rentals due under these
agreements are approximately $290,000 in 2000, decreasing to
approximately $166,000 in fiscal 2004.

Growth Strategy



                                4

<PAGE>

     We believe that the key factors that determine the
attractiveness of our programs are the following:

      *  High Quality Programming Content. We believe that our
         broad base of quality programming provides our
         affiliates with a competitive solution to developing
         content in-house. Limited financial and creative
         resources, among other matters, typically prevent most
         independent radio stations from producing their own
         national quality programming. Additionally, the
         demonstrated size of our listening audience provides
         access to hosts, concerts, interviews and other
         content not readily available to smaller or
         independent stations. We emphasize content that is
         fresh, positive, entertaining and provides a high
         probability of focused demographic appeal.

      *  Network Coverage.  We believe that we have a
         competitive advantage over certain of our competitors
         due to the geographic breadth of our network and our
         positive image in the broadcasting industry. We
         continuously leverage the substantial coverage of our
         network to maximize the value of ad campaigns for both
         advertisers and advertising agencies.

      *  Price. Although we do not sell our programming content
         to commercial radio stations, we believe that we must
         price our programming (in terms of the commercial
         airtime received in exchange) on a competitive basis.
         Because radio stations have a low-cost basis in the
         airtime exchanged, however, we believe that our
         programming content provides an attractive alternative
         to purchasing content for cash.

      *  Reliability. Our affiliates enjoy substantially
         trouble-free, highly reliable programming.

     We intend to aggressively expand our operations over the
next twelve months by leveraging these factors for the benefit of
our affiliated stations. In this regard, we intend to continue to
provide national quality programming to our affiliates in an
attempt to enhance their ratings. We are also actively engaged in
internally developing additional programming that may be added to
our product offerings in the future. We believe that if we can
successfully deliver attractive programming content to our
existing affiliates, our affiliate base will increase, thereby
allowing us to increase our fees for commercial airtime.

Industry Background and Revenue Model

     Radio serves primarily as a medium for local advertising and
is considered an efficient means of reaching specifically
identified demographic groups. Stations are typically classified
by their on-air format, such as country, adult contemporary,
oldies or news/talk. A station's format and style of presentation
enable it to target certain demographic and psychographic groups.

     Radio stations generate the majority of their revenue from
the sale of advertising time to local and national advertisers
and advertising agencies. A station is able to market its
broadcasting time to advertisers seeking to reach a specific
audience by capturing a share of that audience in a particular
market area. Advertisers and stations utilize data published by
audience measuring services to estimate how many people within
particular geographical markets and demographic groups listen to
specific stations. We believe that many radio stations not
affiliated with the three major radio networks do not have the
creative and financial resources to produce nationally accepted
programming. As a result, these stations look to syndicators,
such as the USA Radio Network, to enhance their local
programming.

     The local stations independently determine the number of
advertisements broadcast hourly that will maximize available
revenue dollars without jeopardizing listening levels. Although
the number of advertisements broadcast during a given time period
may vary, the total number of advertisements broadcast on a
particular station generally do not vary significantly from year
to year.

     We do not derive a significant portion of our revenues from
the sale of our programs to affiliate stations. Instead, we
barter with our affiliated radio stations for commercial airtime
which is exchanged for our programming content. This commercial
airtime is then resold to advertisers with whom we have
relationships. Although most of the commercial airtime resold by
us represents "spots" within our programs, occasionally, we will
obtain commercial airtime outside of our program as inventory. We
derive additional income, although to a much lesser extent, from
the sale of our programming to non-commercial radio stations that
do not carry advertising and the rental of time on our channels.
Management believes that the company receives certain strategic
and marketing benefits from providing its programming to the
Armed Forces Radio Network and, as such, does not derive any
revenue therefrom.

     Many variables determine commercial airtime pricing
including the time of day the advertisement will air, the size of
the potential listening audience, the length of the ad and the
number of times the advertisement will be

                                5

<PAGE>

run. The "prime spots" on our programming typically run from
6 a.m. to 7 p.m., Monday through Friday. These time slots command
the largest advertising dollar per minute or half-minute, with
the remaining commercial time bringing a somewhat lower price.
Commercial spot time can vary from a low of $75 per minute during
overnight segments to a high of $1,200 during peak broadcast
times. In general, one-time, one minute advertisements running
during peak times and reaching a large audience will cost more
than half-minute advertisements running off peak, targeting a
small listener base, with contracts for multiple broadcasts.

     Stated below is a representative list of advertising
agencies and advertisers, listed alphabetically, that purchased
commercial airtime from us in 1998 or 1999. Some of these
advertising agencies and advertisers represented less than one
percent of our total revenues in such years.

                                6

<PAGE>

                         Advertising Agencies
     ------------------------------------------------------------


      *  Auritt Communications
      *  The Domain Group
      *  Ellentuck & Springer
      *  Goldberg-Marchesano
      *  Grizzard
      *  The Jordan Group
      *  Karlin Advertising
      *  KEF Media
      *  KMA
      *  KSL Media
      *  McGlothlin and Associates
      *  Medert Creative Services
      *  Morning Star Communications
      *  Multi Media Services
      *  John F. Murray
      *  Newton Media
      *  Ocean Media



                         Advertisers
     ------------------------------------------------------------

     *  1-800-Flowers.com
     *  Advil Pain Reliever
     *  American Express
     *  Arts & Enertainment Network
     *  Cheerios
     *  Crosswalk.com
     *  Dimetapp
     *  Greyhound Bus Lines
     *  The History Channel
     *  John Deer
     *  Motel 6
     *  Oreck Vacuum Cleaners
     *  Priceline.com
     *  Transamerica

     For the years ended December 31, 1999 and 1998, we did not
have any single client or group of related clients that
contributed to 10% or more of our revenues for those periods.

Marketing and Advertising

     Our primary marketing objectives are to increase the number
of radio stations affiliated with us and to sell commercial
airtime, acquired by barter from affiliated radio stations, to
advertisers and advertising agencies. Management believes that
the addition of radio stations as affiliates in desirable U.S.
radio markets will increase our reach. An increased audience
reach will allow us to increase fees for our commercial airtime
on our programming, thus enhancing revenue.

                                7
<PAGE>

     We believe that advertiser awareness of the USA Radio
Network is critical to our success.  As a result, we continually
communicate with advertisers and advertising agencies through:

     *  trade publication advertisements;

     *  public relations;

     *  direct mail;

     *  ongoing customer communications programs;

     *  promotional activities;

     *  trade shows; and

     *  advertisements and announcements over our
        network.

     As of December 31, 1999, we had an internal sales
organization consisting of 4 professionals with an average of
more than 10 years of sales experience.  We also use the
advertising agencies that purchase commercial airtime from us to
supplement our sales force.

Competition

     The markets for quality radio programming and commercial
airtime are intensely competitive and we expect competition to
increase.

     Radio Programming

     The radio broadcasting industry is highly competitive. Our
programming competes for listeners and advertising revenue
directly with other broadcasters. Radio stations compete for
listeners primarily based on program content that appeals to a
particular demographic group. By building a strong listener base
consisting of a specific demographic group in each of our
markets, we are able to attract advertisers seeking to reach
those listeners.

     Commercial Airtime

     Competition for radio advertising is very intense. We
compete for radio airtime revenues with:

     *  radio stations;

     *  ownership groups, which own blocks of radio stations
        across the industry;

     *  program syndicators, like USA Radio Network, that offer
        content to radio stations; and

     *  independent producers and distributors.

     Several of our syndicating competitors are also associated
with major radio station group owners. Our largest competitors,
which are all associated with ownership groups, are AM/FM Radio
Networks, Premiere Radio Networks, CBS Radio Network, and ABC
Radio. We estimate that these competitors account for
approximately 80% of the network advertising revenues. We believe
that we are a leader of the syndication companies not associated
with an ownership group.

     Many of our existing competitors, as well as a number of
potential new competitors, have longer operating histories,
greater name recognition, larger customer bases and significantly
greater financial, technical and marketing resources than we do.
Increased competition may result in reduced operating margins,
loss of market share and a diminished brand franchise. There can
be no assurance that we will be able to compete successfully
against current and future competitors, and competitive pressures
faced by us may have a material adverse effect on our business,
prospects, financial condition and results of operations.
Further, as a strategic response to changes in the competitive
environment, we may from time to time make certain pricing,
service or marketing decisions that

                                8

<PAGE>

could have a material adverse effect on our business, prospects,
financial condition and results of operations. New technologies
and the expansion of existing technologies may increase the
competitive pressures on us.

Government Regulation

     As a producer and distributor of programming to be
transmitted to the public, we are not subject directly to the
extensive regulation that is imposed on the licensees of
broadcast stations by the Federal Communications Commission
("FCC") under the Communications Act of 1934, as amended.  As a
practical matter, however, our affiliate stations that broadcast
programming produced by us may anticipate that certain rules and
policies of the FCC, including those related to program content
and political broadcasting, are being complied with by us.
Management is not aware of any allegations that our programming
has not complied with applicable regulations or laws or is
related to any complaints against any broadcast stations.  The
Rules and Regulations of the FCC and applicable statutes are
subject to change from time to time.  No assurance can be given
that changes to FCC rules, statutes or other regulations would
not have a material adverse impact on us.

     Prior to the merger with Ansel Project, USARadio.com
(formerly known as USA Radio Network, Inc.) was granted a license
by the FCC to operate a private operational fixed microwave
system (the "microwave system") between its studios and the point
from which its programming is distributed. Pursuant to applicable
FCC regulations, the consent of the FCC should have been obtained
prior to the merger.  An application has been filed with the FCC
seeking its consent to the assignment.  Management believes that
the consent of the FCC to the assignment of the license will be
granted in due course, however, no assurances that the FCC will
consent to the assignment can be given.  While it is possible
that the FCC might propose a civil forfeiture or other penalties
against us relating to this matter, we do not anticipate that any
such sanctions would have a material adverse effect on our
business or financial condition. Were the FCC to refuse to permit
us to continue to operate the microwave system, we would utilize
alternative arrangements that we have made to deliver our
programming to the distribution point from the broadcast studio.
Management does not anticipate, but cannot assure, that
operations would be significantly impacted were it necessary to
discontinue operation of the microwave system.

Proprietary Rights

     USA Radio Network, the USA Radio Network logo, Daybreak USA
and USA@Nite are each registered with the U.S. Patent & Trademark
Office as service marks of the company.  We are entitled to
exclusive nationwide use of these marks.

     In addition to these federally registered marks, we also use
various trademarks or service marks in association with the
provision of radio programming that have not been federally
registered, but which would, based upon their distinctiveness and
in the absence of an earlier first use of a similar mark by
another party, accord us with ownership of these marks based on
common law principles.  Common law use, unlike federal
registration, entitles us to exclusive use of the mark, but only
in the specific geographical areas where the mark is being used.

     Finally, we also claim copyright ownership in the original
designs and text included in printed materials produced in
conjunction with distributing our radio programming, as well as
the original copyrights in all radio programming produced,
published or otherwise distributed by us.

     We cannot provide any assurance that our intellectual
property has not been, is not now, or will not be in the future,
infringed upon, diluted, or misappropriated in any way by third
parties, nor can we provide a guarantee that our intellectual
property, whether or not protected with formal federal
registrations, does not infringe upon or dilute the intellectual
property of a third party.

                                9

<PAGE>

Employees

     As of February 29, 2000, we did not maintain any direct
employees.  We obtain all of the personnel necessary to conduct
our operations from a third-party staffing corporation. At
February 29, 2000, we utilized the services of 61 full and part-
time persons of whom 27 were employed in the news department, 13
in the engineering department, 7 in programming, 4 in the sales
department and 10 in executive or administrative capacities. We
believe that our relationship with the third-party staffing
company and our independent contractors is good.

ITEM 2.  DESCRIPTION OF PROPERTY

     Our administrative offices and broadcast center are located
within approximately 22,400 square feet of commercial office
space located at 2290 Springlake Road, Suite 107, Dallas, Texas
75234. This lease has a net annual rental of approximately
$160,000 in the year 2000 and $91,000 in the year 2001.  The
lease will expire in June 2001, unless terminated sooner.
Although management believes that these facilities will continue
to satisfy our space requirements for the foreseeable future, if
additional facilities are needed, we believe that suitable
expansion space is available.

ITEM 3.  LEGAL PROCEEDINGS

     We are not a party to, nor are our properties the subject
of, any pending legal proceedings and no such proceedings are
known to us to be threatened or contemplated against us.

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

     On December 10, 1999, a special meeting of the stockholders
of Ansel Project, Inc. (a predecessor to the company) was held
with regard to the issue of the proposed merger with
USARadio.com, Inc. Present at the meeting were stockholders
representing 850,000 of the 1,230,000 issued and outstanding
shares of Ansel Project common stock. After discussion, and upon
motion duly made, seconded and carried, it was resolved that the
Agreement and Plan of Merger presented to the stockholders by the
board of directors be adopted and executed by the President of
the company.


                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Prices, Record Holders and Dividends

     Our stock is not listed on any exchange or automated
quotation system. Although we may seek to obtain the listing of
our shares on the OTC Bulletin Board at some point in the future,
no such determination has currently been made, nor can there be
any assurance that such a listing could be achieved. See
"Management's Discussion and Analysis or Plan of
Operation-Business Risks--There is no public market for our
stock."

     At March 20, 2000, there were approximately 50 holders of
record of our common stock holding an aggregate of 13,516,720
shares.

     We have not paid any cash dividends on our common stock and
we do not anticipate declaring dividends in the foreseeable
future. We intend to retain future earnings, if any, for
reinvestment in our business.

The Securities Enforcement and Penny Stock Reform Act of 1990

     The Securities Enforcement and Penny Stock Reform Act of
1990 requires additional disclosure, relating to the market for
penny stocks, in connection with trades in any stock defined as a
"penny stock." The Securities and Exchange Commission has adopted
regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share,
subject to certain exceptions. Such exceptions include any equity
security listed on The Nasdaq Stock Market and any equity
security issued by a corporation that has (i) net tangible assets
of at least $2,000,000, if such corporation has been in
continuous operation for three years, (ii) net tangible assets of
at least $5,000,000, if such corporation has been in continuous
operation for less than three years, or (iii) average annual
revenue of at least $6,000,000 if such corporation has been in
continuous operation for less than three years. Unless an
exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks
associated therewith.

                               10

<PAGE>

     To the extent that we take action to obtain the listing of
our shares of common stock on the OTCBB, our securities may be
subject to rules adopted by the Commission regulating broker-
dealer practices in connection with transactions in "penny
stocks." Those disclosure rules applicable to penny stocks
require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized
list disclosure document prepared by the Commission. That
disclosure document advises an investor that investments in penny
stocks can be very risky and that the investor's sales person or
broker is not an impartial advisor but rather paid to sell the
shares. It contains an explanation and disclosure of the bid and
offer prices of the security, any retail charges added by the
dealer to those prices ("markup" or "markdown"), and the amount
of compensation or profit to be paid or received by the sales
person in connection with the transaction. The disclosure
contains further admonitions for the investor to exercise caution
in connection with an investment in penny stocks, to
independently investigate the security as well as the sales
person with whom the investor is working, and to understand the
risky nature of an investment in the security. Further, the
disclosure includes information regarding the market for penny
stocks, explanations regarding the influence that market makers
may have upon the market for penny stocks and the risks that one
or two dealers may exercise domination over the market for such
security and therefore control and set prices for the security
not based upon competitive forces. The broker-dealer must also
provide the customer with certain other information and then must
make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. Further, the rules require
that following the proposed transaction, the broker provide the
customer with monthly account statements containing market
information about the prices of the securities. These disclosure
requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject
to the penny stock rules. Many brokers may be unwilling to engage
in transactions in our common stock because of the added
disclosure requirements, thereby making it more difficult for
security holders to dispose of their securities.

Recent Sales of Unregistered Securities

     During the year ended December 31, 1999, the following
securities that were not registered under the Securities Act of
1933, as amended, were issued:

     *  On December 21, 1999, Ansel Project, Inc. issued
        13,136,720 shares of its common stock to USA Radio
        Network Trust, the sole stockholder of USARadio.com,
        Inc., a Texas corporation, in connection with the
        merger of USARadio.com with and into the company.

     All transactions described above were deemed to be exempt
from registration under the Securities Act of 1933 in reliance on
Section 4(2) as transactions by an issuer not involving any
public offering. The recipients of securities in these
transactions represented their intentions to acquire the
securities for investment only and not with a view to or for sale
in connection with any distribution thereof and appropriate
legends were affixed to the share certificates issued in such
transactions. All recipients had adequate access, through their
relationships with the company, to information about the company.

                               11

<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
         OPERATION

     The following discussion and analysis should be read in
conjunction with Item 7. - "Financial Statements." Except for the
historical information contained herein, the discussion in this
report contains certain forward-looking statements that involve
risks and uncertainties, such as statements of our plans,
objectives, expectations and intentions. Actual results could
differ significantly from those discussed herein. Factors that
could cause or contribute to such differences include, but are
not limited to, those discussed below under "Business Risk" and
elsewhere throughout this document. Our forward-looking
statements are based on the current expectations of management,
and we assume no obligation to update this information. The
cautionary statements made in this report should be read as being
applicable to all related forward-looking statements wherever
they appear in this Form 10-KSB.

     USARadio.com, Inc. (also known as USA Radio Network) is a
satellite-delivered radio broadcast network that offers a broad
line of programming content to independent radio stations. Our
programming includes news, sports, music, and general interest
talk programs. Our target market consists of independent radio
stations, both AM and FM, that choose not to become affiliated
with the 3 major radio networks (ABC Radio, NBC, and CBS Radio
Networks). As of March 15, 2000, our network was comprised of
approximately 1,200 affiliated radio stations across the nation,
including affiliates in 49 of the top 50 Dominant Market Areas
(DMAs). Our network includes affiliates in markets that represent
approximately 95% of the U.S. population. We simultaneously
broadcast select programming over the Internet.

     We do not derive revenues from the sale of our programs to
affiliate stations. Instead, we barter with our affiliated radio
stations for commercial airtime which is exchanged for our
programming content. This commercial airtime is then resold to
advertisers with whom we have relationships. We derive additional
revenue, although to a much lesser extent, from the sale of our
programming to non-commercial radio stations and the rental of
time on our channels.  We price our advertising time based on a
variety of factors including the time of day the advertisement
will air, the size of the potential listening audience, the
length of the ad and the number of times the advertisement will
run.  Our revenues are recognized in the accounting period which
corresponds with the broadcast of the advertisement. Amounts
received in advance of a broadcast are recorded as deferred
revenue until the broadcast is aired. Our advertisers and
advertising agencies are generally billed monthly.

     For the year ended December 31, 1999, the following
percentage of our revenues were derived from the following
sources:

                                       % of Revenues
            Revenue Source             During 1999
            -------------------------  -------------
            News and sports
            programming                    64%
            Talk programming               24%
            Satellite time                  5%
            Other revenue                   7%
                                       -------------
                   TOTAL                  100%
                                       =============

     Other revenue is derived from a fee charged to non-
commercial radio stations unable to air commercial advertising
and a fee charged for syndicating services of select network
programming.

     Our expenses are comprised of:

     *  sales expenses, which consists primarily of
        compensation and related expenses for our sales and
        marketing group, together with commission expense,
        including commissions payable to sales staff;

     *  programming costs, which consists primarily of
        compensation and related expenses for "on air"
        personalities, production staff and related personnel
        as well as the actual costs associated with developing
        programming content;

     *  news services, which consists primarily of the variable
        costs of independent reporters and operational expenses
        including subscription fees to news services and
        satellite time;

     *  administrative and engineering, which consists
        primarily of compensation and related expenses for our
        administrative, accounting and engineering staff,
        occupancy costs and legal and consulting fees; and



                               12

<PAGE>


     *  depreciation.

Implications of Merger with USARadio.com

     Ansel Project, Inc., the original predecessor to the
company, was formed on April 9, 1998 under the laws of the State
of Colorado.  Ansel Project was dormant until December 21, 1999,
at which time USARadio.com, Inc. was merged with and into Ansel
Project.  USARadio.com, Inc. was a Texas corporation formed on
March 4, 1985 to provide news and programming content to radio
stations affiliated under the name USA Radio Network.  As part of
the merger, Ansel Project changed its name to USARadio.com.  The
merger with USARadio.com was treated as a recapitalization of
USARadio.com, resulting in the historical operations of the Texas
corporation being treated as the historical operations of the
company.  Consequently, the historical financial information in
this Form 10-KSB (together with the accompanying management's
discussion and analysis) reflect the financial position, results
of operations, and cash flows of USARadio.com, for all years
presented.

Results of Operations

     The following table sets forth, for the period presented,
certain elements of the statements of operations of USARadio.com,
in thousands:

                                               December 31,
                                             ----------------
                                               1999    1998
                                             -------  -------
      Revenues                               $3,692   $3,715
      Operating expenses                      3,985    3,905
      Operating loss                           (293)    (190)
      Other expense                            (240)      (3)
      Income tax benefit                         44       65
      Net loss                                 (489)    (129)

     We have made, or are in the process of making, several
changes which we anticipate will have a favorable  effect on our
results of operations for the year ending December 31, 2000.
Specifically, during the third quarter of 1999, we increased the
rates at which we sell commercial airtime by approximately 20%.
Further, we have increased our available inventory of commercial
spots by adding new network programming. In addition, we
eliminated certain programs which, in the opinion of management,
were not profitable. Lastly, we have effected certain operational
changes, including steps designed to reduce our overall operating
expenses, which we expect to have a direct effect on our
operating performance. Please refer to  "--Business Risks" for a
number of factors that could cause our results of operations to
not respond to these changes as expected.

     Year Ended December 31, 1999 Compared With Year Ended
December 31, 1998

     Revenues.  Our revenues remained flat between 1999 and 1998.
We recorded revenue of approximately $3.7 million in each year.
The loss of one significant news service client in 1999 was
substantially offset by an increase in spot sales and an increase
in the price at which we were selling commercial airtime. Spot
sales (which represented approximately 86% of total revenues for
1999) increased by approximately 10% in 1999. Revenues for 1998
were negatively affected by a decrease in available spot
advertising resulting from spots that we provided to a former
sales representative firm in connection with a settlement between
the company and such firm.

     Operating Expenses.  Overall operating expenses increased
modestly (approximately 2%) from 1998 to 1999, increasing by
approximately $80,000. This increase primarily relates to an
increase in administrative and engineering costs resulting from
the costs associated with upgrading our technology and increased
salaries for technical personnel, partially offset by a decrease
in certain other expenses.

     Net Loss.  For the year ended December 31, 1999, our net
loss was approximately $489,000 compared with a net loss of
$129,000 for the year ended December 31, 1998. The majority of
this increase in loss was attributable to $185,000 of merger
related costs incurred in connection with the merger with Ansel
Project.

Liquidity and Capital Resources

     Since inception, we have financed our operations principally
from operations. Such funds have historically been supplemented
with bank debt and stockholder loans. At December 31, 1999, we
had a working capital deficit of $188,000 as compared with
positive working capital of $15,000 at December 31, 1998. Net
cash used in

                               13

<PAGE>

operating activities for the year ended December 31, 1999 and
1998 was $30,000 and $3,000, respectively, representing an
increase of $27,000 in the 1999 period. The increase was
primarily due to legal and consulting fees.

     As of December 31, 1999, certain of our vendors had granted
extended payment terms to us relating to an aggregate of
approximately $250,000 in payables. Although we expect that we
will be able to remain current with each of these vendors,
including with respect to those portions for which we have been
granted extended payment terms, no assurances can be made that we
will be able to fulfill our obligations under these terms.
Failure to repay our obligations to these vendors according to
the arranged terms could have a material adverse effect on our
business, prospects, financial condition or results of
operations. Management expects to be fully current with all of
its accounts payable by December 31, 2000.

     During the year ended December 31, 1999, Marlin Maddoux, our
Chief Executive Officer and President, advanced $80,000 to us.
This advance bears interest at 10% per annum with a maturity date
of September 1, 2004. These funds were used by us to acquire
certain equipment and technology necessary in connection with the
upgrade of our command and control center. Specifically, this
equipment upgraded our satellite transmission technology from
analog to digital.

     Mr. Marlin Maddoux also has advanced a total of $76,057 to
us as of December 31, 1999. This advance bears interest at 12%
per annum, with a maturity date of June 1, 2001. These funds were
used by us for operating and advertising expenses.

     We maintain a note payable to Bank of America which, at
December 31, 1999, represented a debt of $21,178. This note was
used to develop new talk programming. This note bears interest at
the rate of 10% per annum and matures in September 2000. We have
secured repayment of this note by substantially all of our
assets. Further, Marlin Maddoux has personally guaranteed this
note on our behalf, although we did not provide Mr. Maddoux a
guarantee fee for doing so.

     We also maintain a credit facility with Bank of America.
This credit line is payable upon demand and borrowings are
limited to $100,000.  Borrowings under this facility bear
interest at prime plus 1%, which was 9.5% at December 31, 1999.
At December 31, 1999, our outstanding debt under the credit
facility was approximately $88,000.  The borrowings under this
credit facility are collateralized by our assets. We intend to
pursue increasing our line of credit with Bank of America during
the year 2000.

     In addition to the line of credit referenced above, we also
maintain an additional bank line with Bank of America. Borrowings
under this bank line are limited to $40,000 and bear interest at
prime plus 3.625% (which was approximately 10.875% at
December 31, 1999). Borrowings under this bank line are also
payable on demand. At December 31, 1999, our outstanding debt
under this facility was approximately $37,000.

     Management believes that its available cash, together with
operating revenues and other available funds, will be adequate to
meet its operating requirements for the immediate term.

     During 2000, we intend to seek additional financing through
the issuance of debt, equity, other securities or a contribution
thereof. Although there can be no assurances that any additional
capital will be raised, any such financing which involves the
issuance of equity securities would result in dilution to
existing stockholders and the issuance of debt securities would
subject us to the risks associated therewith, including the risks
that interest rates may fluctuate and our cash flows may be
insufficient to pay interest and principal on such indebtedness.
There can be no assurances that we will be able to obtain
additional financing on terms which are acceptable to us. Our
inability to obtain additional acceptable financing could have a
significant negative impact on our operations or growth plans.

     Other than the foregoing and the "Business Risks" discussed
below, management knows of no trends, demands, or uncertainties
that are reasonably likely to have a material impact on our short-
term liquidity or capital resources.

Inflation

     We do not believe that our operating results have been
materially affected by inflation during the preceding two years.
There can be no assurance, however, that our operating results
will not be affected by inflation in the future.

                               14

<PAGE>



Net Operating Loss Carryforwards

     At December 31, 1999, we had net operating loss
carryforwards of approximately $267,000 available to offset
future taxable income that expire at various dates through 2019.
Under the Tax Reform Act of 1986, the amounts of and the benefits
from net operating loss carryforwards are subject to certain
limitations in the amount of net operating losses that we may
utilize to offset future taxable income.

Business Risks

     We have a recent history of losses and negative cash flow.

     During the years ended December 31, 1998 and 1999, we
incurred operating losses of approximately $190,000 and $293,000,
respectively. During the year ended December 31, 1997, we
recorded modest operating income of approximately $160,000. Prior
years have also resulted in operating losses. As of December 31,
1999, we had an accumulated deficit of approximately $363,000.
Therefore, we have not achieved consistent profitability.
Further, we may incur operating losses in the future. We cannot
assure you that we will ever achieve or sustain consistent
profitability or that our operating losses will not increase in
the future.  If we do not achieve consistent profitability, our
business, prospects, financial condition and results of
operations will suffer.

     We will need additional capital financing which could be
      unavailable or available only on unfavorable terms.

     We will need to raise additional capital during 2000 to
fully implement our business plan. Further, because we have
incurred operating losses in recent periods, we may need to raise
additional capital to fund current operations. There can be no
assurance that adequate levels of additional financing through
additional equity financing, debt financing or other sources,
will be available, or will be available when needed or on terms
favorable to us.  Additional financings could result in
significant dilution to existing stockholders.  If adequate
capital is not available or is not available on acceptable terms,
we may be unable to expand our business model, (even on a smaller
scale), expand or maintain our existing affiliate base, develop
or enhance our programming content, take advantage of existing or
future opportunities, or respond to competitive pressures on a
timely basis.  If we are unable to obtain additional financing as
needed, we may be required to reduce the scope of our growth
strategies or reduce the scope of current operations.  Either
such event could have a material adverse effect on our business,
prospects, financial condition and results of operations.

     A downturn in radio advertising would cause our revenues to
     decrease.

     Our business depends on the continued demand for radio
airtime by advertisers. Because the majority of our revenues are
generated from the sale of commercial airtime, a downturn in
radio advertising would have a material adverse effect on our
business, prospects, financial condition or results of
operations.  Factors that could cause a downturn in radio
advertising include:

   *  the actual or perceived effectiveness of radio
      advertising in relation to other forms of advertising
      including television, print, outdoor and Internet-based
      advertising;

   *  changes in fees charged by other forms of advertising;
      and

   *  a substantial decline in the number of radio listeners.

     Further, because our success is closely associated with the
performance of the advertising industry generally, a broad
decline in national advertising would also have a material
adverse effect on our business, prospects, financial condition or
results of operations. No assurances can be given that a downturn
in advertising generally or radio advertising in particular will
not occur.

     If we fail to manage our airtime inventory, our
     profitability may be adversely affected.

     Our business depends on obtaining commercial airtime from
affiliate stations in exchange for programming content and
reselling such airtime to advertisers and advertising agencies.
Therefore, we maintain all of the "inventory risks" attendant to
holding commercial airtime, many of which are beyond our control.
These risks include:

                               15

<PAGE>

    *  the risk that the commercial airtime will go unsold or
       will not be sold until close to its airtime when the
       value thereof has decreased substantially;

    *  the risk that our affiliate stations do not represent
       an attractive demographic profile to our advertisers;
       and

    *  technical risks, including the risk that our affiliate
       stations will be unable to broadcast the commercial
       spots purchased by our clients.

     In  addition,  we  have in the past sold certain  commercial
airtime by guaranteeing favorable ratings and/or demographics. As
is  typical  in the industry, if the radio program on which the
commercial  is broadcast does not achieve the guaranteed levels,
we  may be  obligated  to  offer  the  advertiser  additional
advertising  time. These "make goods" or "bonus  spots"  are  the
principal method by which we satisfy our guarantee obligations to
advertisers.  Alternatively, however, we  could be required  to
refund or credit a portion of the advertising revenue  derived
from such sales. Historically, we have not refunded significant
amounts of revenue on this basis.

     We  are  significantly dependent on the continued popularity
of our programs, particularly "Point of View."

     The success of our business is largely dependent on the
subjective  tastes of radio audiences. These tastes  have
historically been unpredictable and susceptible to change without
warning  or explanation. To the extent our programs do  not  meet
with  widespread audience appeal, our  business,  prospects,
financial condition and results of operations will be harmed.  No
assurances can be given that any of our current or future
programs will maintain a commercially viable level  of audience
appeal.

     During the year ended December 31, 1999, sales of commercial
airtime  received  in  exchange  for  our  nationally syndicated
program  known  as  Point of View represented 9%  of net sales,
whereas sales of commercial airtime received in exchange for  our
next  most  popular program represented only 4% of  net sales.
Accordingly, if the popularity of Point of  View  among target
listeners were to substantially  decrease, our business,
prospects, financial condition and results of operations would
likely be materially adversely effected.

     The  continued success of Point of View is dependent,  to  a
large  degree,  upon  the efforts of its  host,  Marlin  Maddoux.
Mr.  Maddoux has hosted Point of View, since 1972. The popularity
of  this  program  is generally attributed to the  popularity  of
Mr.  Maddoux.   The loss or unavailability of Mr.  Maddoux  would
adversely affect our business and prospects.

     Our  success depends on our ability to maintain  and  expand
     our affiliate base.

     Our  success largely depends on our ability to maintain  and
expand our affiliate base.  Our revenues are primarily driven  by
fees  paid  by  advertisers  and advertising  agencies  based  on
commercial  airtime received through barter from our  affiliates.
If  we  are  unable  to  induce existing and  new  affiliates  to
exchange  commercial airtime for our programming,  our  business,
prospects, financial condition and results of operations will  be
harmed.  There  can  be no assurance that  we  will  be  able  to
establish new relationships or to maintain existing relationships
with radio stations in the future.

     We  intend  to  expand our business model to  include  other
     sources of revenue.

     Since incorporation, we have been focused on providing radio
programming  content to our affiliate stations  in  exchange  for
commercial  airtime that could be sold to advertisers.   However,
we   believe  that  in  order  to  maximize  the  value  of   our
relationships  with  these  affiliate  stations  and  respond  to
competition,  we  will  need  to  offer  additional  products  or
services to our existing affiliates and/or expand our services to
advertisers.   To do so, we intend to expand our business  model,
potentially   including  increasing  the  number  of  affiliates,
expanding  our  internet  radio  presence  and  acquiring   other
satellite networks and internet radio companies. To date, we have
not  finalized  this business model.  We are  unable  to  predict
whether  our expanded model will prove to be viable, whether  the
expanded  model will jeopardize our current business and  revenue
streams  and/or  whether  the demand  for  any  new  products  or
services  will materialize.  We expect that development  of  this
expanded  business  model  will  require  significant  additional
capital  and  will  place significant strain on  our  managerial,
operational  and  financial resources  and  that,  as  such,  our
business,   prospects,  financial  condition   and   results   of
operations could be materially adversely affected.

                               16

<PAGE>

     Future growth will strain our resources.

     Future growth will be required in order for us to realize
our business objectives.  We expect that future growth, if any,
will place a significant strain on our managerial, operational
and financial resources.  We must manage our growth, if any,
through appropriate systems and controls in each of these areas.
If we do not manage the growth of our business effectively, our
business, prospects, financial conditions or results of
operations would be materially adversely affected. Moreover, none
of our senior executive officers has ever been a senior executive
of a public company. Our management team may not be able to
manage future growth, if any, or the demands of successfully
operating a public company.

     The content of our programming may subject us to litigation
     and related costs.

     Although all of our programming is intended for a broader
audience and is free of content likely to be deemed objectionable
to ethnic, religious or political groups, we may be subject to
claims for defamation, liable, or based on other theories
relating to the content contained in our programs. Defending
against any such claims could be costly and deter the attention
of management from the operations of our business.

     We may make acquisitions or enter into joint ventures or
strategic alliances, each of which is accompanied by inherent
risks.

     If appropriate opportunities present themselves, we may make
acquisitions or investments or enter into joint ventures or
strategic alliances with other companies.  Risks commonly
encountered in such transactions include:

   *  the difficulty of assimilating the operations and
      personnel of the combined companies;

   *  the risk that we may not be able to integrate the
      acquired services, products or technologies with our
      current services, products and technologies;

   *  the potential disruption of our ongoing business;

   *  the inability to retain key managerial personnel
      and/or on-air personalities;

   *  the ability of management to maximize our financial
      and strategic position through the successful
      integration of acquired businesses;

   *  difficulty in maintaining controls, procedures and
      policies; and

   *  the impairment of relationships with
      employees/suppliers and customers as a result of any
      integration.

     The pre-merger stockholder of USARadio.com controls
     approximately 97.2% of our voting stock.

     USA Radio Network Trust, the sole pre-merger stockholder of
USARadio.com, holds, as of March 20, 2000, 13,136,720 shares or
approximately 97.2% of the issued and outstanding shares of the
company.  As a result, this stockholder, which is controlled by
Marlin Maddoux as the sole trustee, has the ability to control
all matters requiring stockholder approval, including the
election and removal of directors, the approval of significant
corporate transactions, such as any merger, consolidation or sale
of all or substantially all of the company's assets, and the
control of the management and affairs of USARadio.com.

     There is no public market for our stock, nor do we
     anticipate that any public market will develop.

     Currently, our common stock is not traded on a national
securities exchange or automated quotation system and, as such,
there is no public market for our securities.  Although we may
seek to obtain the listing of our shares on the OTC Bulletin
Board at some point in the future, no such determination has
currently been made, nor can there be any assurance that such a
listing could be achieved.  Consequently, we cannot be certain
that a regular trading market for our common stock will ever
develop.  If a trading market does in fact develop for our common
stock, we cannot be certain that it will be sustained. Further,
our shares may be subject to the rules adopted by the Securities
and Exchange Commission regulating broker-dealer practices in
connection with transactions in "penny stocks." Accordingly, you
are likely to have difficulty in selling your shares of common
stock should you desire to do so. See "Market for Common Equity
and Related Stockholder Matters-The Securities Enforcement and
Penny Stock Reform Act of 1990."

                               17

<PAGE>

     You should exercise extreme caution with all forward-looking
     statements made in this Form 10-KSB.

     As previously indicated, this Form 10-KSB contains "forward-
looking statements." These forward-looking statements are based
on the beliefs of our management as well as assumptions made by,
and information currently available to, our management.  Forward-
looking statements reflect the current view of USARadio.com with
respect to future events and are subject to numerous risks,
uncertainties and assumptions, including, without limitation, the
factors identified in this section.  Although we believe that the
expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will
prove to have been correct.  Should any one or more of these or
other risks or uncertainties materialize or should any underlying
assumptions prove incorrect, actual results are likely to vary
materially from those described herein.  We do not intend to
update our forward-looking statements.

     Our business may face additional risks and uncertainties not
     presently known.

     In addition to the risks specifically identified in this
"Business Risks" section of the Form 10-KSB, we may face
additional risks and uncertainties not presently known to us or
that we currently deem immaterial, which ultimately could impair
our business, prospects, results of operations and financial
condition.

                               18

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

     The following financial statements and notes thereto are
filed herewith beginning at page F-1.

                                                             Page
                                                             ----

Report of Independent Certified Public
 Accountants.........................................        F-1

Independent Auditors' Report..........................       F-2

Balance Sheets as of December 31, 1999 and
  1998................................................       F-3

Statements of Operations for the Years Ended
 December 31, 1999 and 1998............................      F-4
 .....

Statements of Stockholders' Equity (Deficit) for  the
Years  Ended December 31, 1999 and 1998.................     F-5

Statements of Cash Flows for the Years Ended
 December 31,  1999 and 1998............................     F-6

Notes to Financial Statement.........................  F-7 -F-13





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

     In December, 1999, our board of directors approved a change
in the company's independent auditors.  Previously, the
independent auditing firm of Cordovano and Harvey, P.C. had
issued reports covering the period from inception (April 8, 1998)
to April 30, 1999 on Ansel Project.  None of the reports of
Cordovano and Harvey, P.C. on the financial statements of Ansel
Project contained any adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or
accounting principles, nor have there been at any time,
disagreements between Ansel Project and Cordovano and Harvey,
P.C. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.

     We retained the accounting firm or Grant Thornton LLP to
serve as our independent accountants to audit our financial
statements.  This engagement was effective February 14, 2000.
Prior to its engagement as our independent auditors, Grant
Thornton LLP had not been consulted by us either with respect to
the application of accounting principles to a specific
transaction or the type of audit opinion that might be rendered
on our financial statements or on any other matter that was the
subject of any prior disagreement between us and our previous
certifying accountants.


                            PART III.

     Certain information required by Part III is incorporated by
reference in this report from the definitive Proxy Statement for
the Company's 2000 Annual Meeting of Stockholders to be filed
with the Commission within 120 days following the end of the
fiscal year covered by this report pursuant to Regulation 14A
(the "Proxy Statement").



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

     The information required by this Item is incorporated by
reference from the Proxy Statement.



ITEM 10.  EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by
reference from the Proxy Statement.

                               19

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The information required by this Item is incorporated by
reference from the Proxy Statement.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by
reference from the Proxy Statement.



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          The exhibits listed on the accompanying Index to
          Exhibits immediately following the signature page are
          filed as part of, or incorporated by reference into,
          this Annual Report on Form 10-KSB.

     (b)  Reports on Form 8-K.

          Ansel Project, Inc. filed a report on Form 8-K on
          November 12, 1999 regarding the acquisition of 850,000
          shares of Ansel Project stock by USARadio.com, Inc., a
          Texas corporation.

          The company filed a report on Form 8-K on April 7, 2000
          regarding (i) the acquisition, by merger, of the
          operating assets and liabilities of USARadio.com, (ii)
          the change in the company's accountants and (iii) the
          change in the company's fiscal year to December 31.

                               20

<PAGE>

                           SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on January __, 2001.

                              USARadio.com, Inc.



                              By:  /s/ Mark Maddoux
                                 --------------------------------
                                 Mark Maddoux
                                 Vice President and Chief Financial
                                 Officer



     In accordance with the Exchange Act, this report has been
signed on the 19th day of December, 2000, below by the following
persons on behalf of the registrant and in the capacities
indicated.


             Signature                        Title
             ---------                        -----

        /s/ Marlin Maddoux            Chief Executive Officer,
  ------------------------------      President and
         Marlin Maddous               Director
                                      (Principal Executive
                                      Officer)
        /s/ Mark Maddoux              Vice President, Chief
  ------------------------------      Financial Officer and
         Mark Maddoux                 Director
                                      (Principal Financial and
                                      Accounting Officer)


                               21




<PAGE>


                        INDEX TO EXHIBITS

2.1  Agreement and Plan of Merger, dated November 5, 1999, by
     and between Ansel Project, Inc., a Colorado corporation and
     USARadio.com, Inc., a Texas corporation (Exhibit 2.1)(1)

3.1  Articles of Incorporation of USARadio.com, Inc. (Exhibit
     3.1) (2)

3.2  Articles of Merger by and between Ansel Project, Inc., a
     Colorado corporation and USARadio.com, Inc., a Texas
     corporation

3.3  Bylaws of USARadio.com, Inc. (Exhibit 3.2) (2)

10.1 Form of USA Radio Network Broadcast Agreement

10.2 Satellite Services and Space Segment Lease Agreement, dated
     March 11,  1997, by and between SpaceCom Systems, Inc. and
     USA Radio Network, Inc.

10.3 Satellite Services and Space Segment Lease Agreement, dated
     March 15,  1999, by and between SpaceCom Systems, Inc. and
     USA Radio Network, Inc.

10.4 Subscription Agreement, dated March 27, 1998, by and
     between United  Press International and USA Radio Network

10.5 Demand Note, dated September 30, 1998, by and between
     NationsBank, N.A. and USA Radio Network, Inc.

10.6 Third Amendment to Lease Agreement between Phoenix Home Life
     Mutual Insurance Company and U.S.A. Radio Network, dated
     June 7, 1994, Second Amendment to Lease Agreement between
     Phoenix Mutual Life Insurance Company and U.S.A. Radio Network,
     dated October 29, 1991, First Amendment to Lease Agreement
     between Phoenix Mutual Life Insurance Company and U.S.A. Radio
     Network, dated October 7, 1989 and Lease Agreement between
     Phoenix Mutual Life Insurance Company and U.S.A. Radio Network,
     dated May 3, 1989

10.7 Promissory Note, dated September 30, 1997, by and between
     NationsBank of  Texas, N.A. and U.S.A. Radio Network, Inc.


10.8 Transmission Service Agreement, dated August 16, 1995, by
     and between  Equity Radio Network, Inc. and USA Radio
     Network

10.9 Advantage Business Credit Line/Loan Agreement, dated
     September 12, 1997,  by and between Bank of America Texas,
     N.A. and USA Radio Network, Inc.

10.10 Form of USA Radio Network Standard Affiliation Agreement
      Terms and  Conditions and Addendum to Affiliation Agreement

16.1 Letter Re Change in Certifying Accountant (Exhibit 16.1)(1)

27.1 Financial Data Schedule

----------------
(1)  Incorporated by reference to the exhibit shown in
     parenthesis filed in our report on Form 8-K, filed April 7,
     2000.
(2)  Incorporated by reference to the exhibits shown in
     parenthesis filed in our Registration Statement on Form 10-
     SB, filed August 16, 1999.


                               22


<PAGE>

               Report of Independent Certified Public Accountants


Board of Directors
USARadio.com, Inc.


We have audited the accompanying balance sheet of USARadio.com,
Inc. as of December 31, 1999, and the related statements of
operations, changes in stockholders' equity (deficit) and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of USARadio.com, Inc. as of December 31, 1999, and the results of
its operations and its cash flows for the year then ended, in
conformity with accounting principles generally accepted in the
United States.


/s/ GRANT THORNTON LLP

GRANT THORNTON LLP



Dallas, Texas
March 1, 2000, except as to Note J, which is as of November 20,
2000



<PAGE>






                  Independent Auditors' Report
                  ----------------------------




To the Board of Directors and Stockholders
of USARadio.com, Inc.
Dallas, Texas



We have audited the accompanying balance sheet of USARadio.com,
Inc., formerly U.S.A. Radio Network, Inc., as of December 31,
1998, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of USARadio.com, Inc. as of December 31, 1998, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.


/s/ BARRY MORGAN & COMPANY, P.C.

BARRY MORGAN & COMPANY, P.C.
Dallas, Texas
January 29, 1999, except for Note J as to which date is November
20, 2000.




<PAGE>


                       USARadio.com, Inc.

                         BALANCE SHEETS

                          December 31,



             ASSETS                            1999        1998
                                            (Restated)  (Restated)
                                           -----------  ----------
CURRENT ASSETS
 Cash                                         $   9,225 $  30,226
 Accounts receivable, net of allowance
   for doubtful doubtful accounts of
   $11,909 in 1999 and 1998                     488,621   435,577
 Accounts receivable-related party              122,977   137,738
 Prepaid expenses                                45,639    43,800
                                              --------- ---------

          Total current assets                  666,462   647,341

PROPERTY AND EQUIPMENT - AT COST
 Equipment                                      580,749   487,854
 Furniture and fixtures                           8,902     6,904
 Software                                        23,906    23,906
                                              --------- ---------
                                                613,557   518,664
     Less accumulated depreciation            (434,826) (375,784)
                                              --------- ---------
                                                178,731   142,880
                                              --------- ---------
                                              $ 845,193 $ 790,221
                                              ========= =========


     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Current maturities of long-term debt         $  34,461 $  38,798
 Notes payable                                  125,000   137,057
 Accounts payable                               527,261   245,502
 Accrued liabilities                            168,216   151,269
 Deferred income taxes                              -      43,800
                                              --------- ---------
         Total current liabilities              854,938   616,426

LONG-TERM DEBT, net of current maturities       139,651    19,209

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock                                     2,673    29,000
 Additional paid-in capital                     211,327       -
 Retained earnings (accumulated deficit)       (363,396)  125,586
                                              --------- ---------
        Total stockholders' equity (deficit)   (149,396)  154,586
                                              --------- ---------
                                              $ 845,193 $ 790,221
                                              ========= =========



                               F-3


<PAGE>

                       USARadio.com, Inc.

                    STATEMENTS OF OPERATIONS

                    Years ended December 31,



                                                  1999        1998
                                              (Restated)  (Restated)
                                             ----------- -----------
REVENUE
 Spot sales, net                             $3,174,050  $ 2,822,938
 Satellite time                                 210,541      255,308
 News services                                  127,653      456,508
 Syndication                                    180,000      180,000
                                             ----------  -----------
                                              3,692,244    3,714,754

OPERATING EXPENSES
 Sales expenses                                 909,869      967,770
 Programming and news services                1,300,227    1,358,545
 Administrative and  engineering              1,716,114    1,531,896
 Depreciation                                    59,042       47,012
                                             ----------  -----------
                                              3,985,252    3,905,223
                                             ----------  -----------

          Operating loss                       (293,008)    (190,469)

OTHER INCOME (EXPENSE)
 Interest income                                    -            110
 Interest expense                               (54,774)     (22,813)
 Cost of merger                                (185,000)        -
 Gain on sale of assets                             -         19,814
                                             ----------  -----------
                                               (239,774)      (2,889)

          Loss before income taxes             (532,782)    (193,358)

INCOME TAXES
 Income tax benefit                              43,800       64,500
                                             ----------  -----------
                                                 43,800       64,500
                                             ----------  -----------

          Net loss                           $ (488,982) $  (128,858)
                                             ==========  ===========

LOSS PER COMMON SHARE - BASIC AND DILUTED    $     (.04) $      (.01)

WEIGHTED AVERAGE SHARES OUTSTANDING          13,516,720   13,516,720



                               F-4



<PAGE>

                       USARadio.com, Inc.

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>


<CAPTION>


                                                                      Total
                                                                     earnings
                               Common stock                        (accumulated
                           ---------------------     Additional      deficit)      Total
                            Shares      Amount     paid-in capital   (Restated)   (Restated)
                           --=------- ----------  -----------------  ----------   ----------
<S>                        <C>        <C>         <C>                <C>          <C>
Balances at January 1,
 1998                       2,900,000   $ 29,000      $        -      $ 254,444   $ 283,444

Net loss                            -          -               -       (128,858)   (128,858)
                           ----------   --------      ----------      ---------   ---------

Balances at December 31,
 1998                       2,900,000     29,000               -        125,586      154,586

Contribution of capital             -          -         185,000              -      185,000


Merger with USARadio.com,
   Inc. (a Texas
   corporation),
    accounted for as a
    recapitalization
   (Note A)                10,616,720    (26,327)         26,327              -            -

Net loss                            -          -               -       (488,982)    (488,982)
                           ----------   --------      ----------     ----------   ----------

Balances at December 31,
 1999                      13,516,720   $  2,673      $  211,327     $ (363,396)  $  (149,396)
                           ==========   ========      ==========     ==========   ===========
</TABLE>

 The accompanying notes are an integral part of this statement.

                               F-5

<PAGE>


                       USARadio.com, Inc.

                    STATEMENTS OF CASH FLOWS

                    Years ended December 31,



                                                  1999          1998
                                               (Restated)    (Restated)
                                              -----------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                      $(488,982)    $ (128,858)
 Adjustments to reconcile net loss to net cash
  used in operating activities
   Depreciation                                   59,042         47,012
   Provision for doubtful accounts                     -        (67,585)
   Deferred income taxes                         (43,800)       (64,500)
   Gain on disposal of assets                          -        (19,814)
   Merger costs paid by stockholder              185,000              -
 Changes in operating assets and liabilities
   Accounts receivable                           (53,044)       130,062
   Accounts receivable-related party              14,761        (18,442)
   Federal income tax receivable                       -          2,400
   Prepaid expenses                               (1,839)       (15,221)
   Accounts payable                              281,759        100,730
   Accrued liabilities                            16,947         31,064
                                               ---------     ----------
        Net cash used in operating activities    (30,156)        (3,152)

CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale of property and equipment          -         20,000
 Purchases of property and equipment             (14,893)       (23,135)
                                               ---------     ----------
        Net cash used in investing activities    (14,893)        (3,135)

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from issuance of notes payable          64,000        109,000
 Payments on notes payable                       (39,952)       (89,018)
                                               ---------     ----------
        Net cash provided by financing
            activities                            24,048         19,982
                                               ---------     ----------
        Net increase (decrease) in cash          (21,001)        13,695

Cash at beginning of year                         30,226         16,531
                                               ---------     ----------
Cash at end of year                            $   9,225     $   30,226
                                               ---------     ----------
Supplemental cash flow information:
 Interest paid                                 $ 54,774      $   22,813
                                               ========      ==========
Noncash investing and financing activities:
 Acquisition of equipment financed by debt     $ 80,000      $        -
                                               ========      ==========

 The accompanying notes are an integral part of this statement.



                               F-6



<PAGE>

                       USARadio.com, Inc.

                  NOTES TO FINANCIAL STATEMENTS

                   December 31, 1999 and 1998




NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

 Nature of Business
 ------------------

 USARadio.com, Inc. (the Company) is a radio broadcast network
 that provides news and programming via satellite to radio
 stations throughout the United States.  The Company sells
 national advertising to corporate brands and direct response
 advertisers and programming to non-commercial radio stations
 that do not carry the Company's advertising.  The Company also
 receives revenue for the rental of time on its satellite
 channels.

 Reorganization
 --------------

 On November 5, 1999, the Registrant, formerly known as Ansel
 Project, Inc. (Ansel), entered into a merger agreement with
 USARadio.com, Inc., formerly U.S.A. Radio Network, Inc. (Old
 USA).  Pursuant to the agreement, (i) the sole stockholder of
 Old USA acquired 850,000 shares of Ansel's common stock for
 $185,000 and (ii) Ansel issued 4.2368 shares of its common
 stock in exchange for each of the 2,900,000 outstanding shares
 of Old USA.  At the conclusion of the merger, which was
 effective December 21, 1999, the former stockholder of Old USA
 owned 13,136,720 shares of the 13,516,720 total outstanding
 shares of Ansel.  Ansel then changed its name to USARadio.com,
 Inc.   Ansel had no operations and insignificant assets at the
 date of merger.

 The merger was accounted for as a recapitalization of Old USA.
 Accordingly, the accompanying financial statements for periods
 prior to December 21, 1999, are those of Old USA.  The
 consideration paid by the stockholder of Old USA in the amount
 of $185,000 has been  reflected in the accompanying financial
 statements as contributed capital and has been charged to
 expense as a cost of the recapitalization.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Property and Equipment
 ----------------------

 Property and equipment are stated at cost.  Depreciation is
 provided using the straight-line method over expected useful
 lives of five to seven years.

 Revenue Recognition
 -------------------

 Spot sales revenue is recognized in the accounting period which
 corresponds with the broadcast of the advertisement.  Net
 revenues represent gross spot sales less direct commissions
 paid to independent advertising agencies.  Amounts received as
 advance payment of a broadcast are recorded as deferred revenue
 until the broadcast is aired.



                               F-7


<PAGE>


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 Use of Estimates
 ----------------

 The preparation of financial statements in conformity with
 generally accepted accounting principles requires management to
 make estimates and assumptions that affect 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 reported
 period.  Actual results could differ from those estimates.

 Credit Risk
 -----------

 The Company sells commercial airtime to advertisers and
 advertising agencies and sells satellite time and syndication
 services to radio stations located throughout the United
 States.  Credit is extended based on an evaluation of each
 customers financial condition, credit standing and previous
 history with the Company.  Credit losses are provided for as
 deemed necessary.

 Income Taxes
 ------------

 Deferred income taxes reflect the impact of temporary
 differences between the amounts of assets and liabilities
 recognized for financial reporting purposes and such amounts
 recognized for tax purposes.

 Loss Per Share
 --------------

 Basic and diluted loss per common share are based upon the
 weighted average number of shares of common stock outstanding,
 giving retroactive effect to the merger discussed in Note A.

 Reclassification
 ----------------

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


NOTE C - RELATED PARTY TRANSACTIONS

 The Company sells satellite time and syndication services to a
 not-for-profit organization, International Christian Media
 (ICM).  From time to time, the Company and ICM incur expenses
 on behalf of the other which are subsequently reimbursed by the
 appropriate party.  The Company's primary stockholder is a
 trust with directors in common with the board of trustees of
 ICM.


                               F-8

<PAGE>


NOTE C - RELATED PARTY TRANSACTIONS - Continued

 A summary of the transactions with ICM is as follows:

                                                Years ended
                                                December 31,
                                          -----------------------
                                             1999         1998
                                          -----------   ---------
 -
  Syndication fees and sale of satellite
    time to ICM                            $  234,000   $ 234,000
  Net expenses paid by the Company
    and billed to ICM                          32,485       9,620
                                            ---------   ---------
                                            $ 266,845   $ 243,620
                                            =========   =========

                                                 December 31,
                                            ---------------------
                                                1999      1998
                                            ---------- ----------
  Accounts receivable from ICM              $  122,977  $ 137,738
                                            ==========  =========

NOTE D - NOTES PAYABLE AND LONG-TERM DEBT

 Notes payable and long-term debt consist of the following:

                                                   December 31,
                                                 ------------------
                                                  1999      1998
                                                 --------  --------

   Note payable to bank, interest at 10%,
     payable in monthly installments of
     $3,233 including interest, maturing in
     September  2000; secured by
     substantially all assets of the
     Company and is guaranteed by a
     stockholder of the Company and
     affiliates of the stockholder.              $ 21,178  $ 58,007

   Line of credit of $100,000 to a bank,
     interest at bank's prime rate plus 1%
     (9.5% at December 31, 1999) payable
     monthly, due upon demand; secured by
     substantially all assets of the
     Company.                                      88,000    57,000

   Line of credit of $40,000 to bank,
     interest at bank's reference rate plus
     3.625% (10.875% at December 31, 1999)
     payable monthly, due upon demand.             37,000    32,000



                               F-9


<PAGE>


NOTE D - NOTES PAYABLE AND LONG-TERM DEBT - Continued

                                                  December 31,
                                             --------------------
                                               1999       1998
                                             ---------  ---------
   Advance from a related party,
     interest at 10%, payable in
     monthly installments of $1,703
     through September 2004; secured by
     equipment.                              $  76,877  $      -

   Advance from a related party,
     interest at 12%, due June 2001.            76,057    48,057
                                             ---------  --------
                                               299,112   195,064
    Less current maturities                    159,461   175,855
                                             ---------  --------
                                             $ 139,651  $ 19,209
                                             =========  ========

 Aggregate maturities of notes payable and long-term debt at
 December 31, 1999 are as follows:

         Year ending
         December 31,

           2000                     $159,461
           2001                       90,746
           2002                       16,242
           2003                       17,960
           2004                       14,703
                                    --------
                                    $299,112
                                    ========

NOTE E - COMMON STOCK

     As discussed in Note A, the Company entered into a merger
     agreement effective December 21, 1999.  The merger has been
     accounted for as a reverse acquisition.  Common stock at
     December 31, 1999 and 1998 was as follows:


                                      1999             1998
                                -----------------   ---------------
                                                     USARadio.com,
                                  USARadio.com,     Inc., formerly
                                 Inc., formerly      U.S.A. Radio,
                                 Ansel Project, Inc.  Network, Inc.
                                -------------------  -------------

          Shares authorized             20,000,000    4,000,000
          Par value per share               no par         $.01
          Shares issued and outstanding 13,516,720    2,900,000
          Aggregate value                   $2,673      $29,000



                              F-10


<PAGE>


NOTE F - INCOME TAXES

 The income tax benefit reconciled to the tax computed at the
 statutory Federal rate is as follows:

                                                 Years ended
                                                December 31,
                                             ----------------------
                                                1999       1998
                                             ----------  ----------

   Federal tax benefit at statutory rate     $(181,146)  $ (65,472)
   Nondeductible expenses                       63,292       1,004
   Other                                        14,708         (32)
   Change in valuation allowance                59,346           -
                                             ---------   ---------

                                             $ (43,800)  $ (64,500)
                                             =========   =========

 Deferred tax assets and liabilities consist of the following:

                                                 December 31,
                                            ----------------------
                                               1999       1998
                                            ----------  ----------
  Deferred tax assets
    Net operating loss
 carryforwards                               $  90,905 $  60,609
    Accounts payable                           236,434   137,294
  Deferred tax liabilities
    Accounts receivable                       (238,414) (225,255)
    Prepaid expenses                           (15,517)        -
    Property and equipment                     (14,062)  (16,448)
                                             --------- ---------
                                                59,346   (43,800)
    Less valuation allowance                   (59,346)        -
                                             --------- ---------
    Net deferred tax liability               $       - $ (43,800)
                                             ========= =========

 At December 31, 1999, the Company had net operating loss
 carryforwards of approximately $267,000 available to offset
 future taxable income which expire at various dates through
 2019.  Future tax benefits, such as net operating loss
 carryforwards, are recognized to the extent that realization of
 such benefits are more likely than not.



                              F-11

<PAGE>


NOTE G - COMMITMENTS

 The Company leases office space under an operating lease that
 expires in June 2001.  The Company has subleased a portion of
 these facilities to ICM and others.  The net rent expense for
 these facilities was $131,428 and $104,610 for 1999 and 1998,
 respectively.

 Future minimum rental payments and sublease rental income under
 these facility lease agreements are as follows:

                                            Year ending
                                            December 31,
                                    ----------------------------
                                     2000       2001     Total
                                   ---------  -------- ---------
  Minimum rentals                  $ 288,624  $144,312 $ 432,936
  Less sublease rental income       (128,498)  (53,112) (181,610)
                                   ---------  -------- ---------
       Net rental expense          $ 160,126  $ 91,200 $ 251,326
                                   =========  ======== =========

 The Company also leases satellite audio transmission services
 under various agreements which expire through March 2005. Total
 rent expense for these leases was $416,209 and $423,397 for
 1999 and 1998, respectively.

 The following is a schedule of minimum rentals due under these
 satellite agreements:

  Year ending
  December 31,
  ------------
    2000                                   $   289,041
    2001                                       187,518
    2002                                       169,055
    2003                                       165,660
    2004                                       165,660
    Thereafter                                  27,610
                                           -----------
                                           $ 1,004,544
                                           ===========
 The Company also contracts for news and wire services under
 short-term agreements.


NOTE H - FAIR VALUE OF FINANCIAL INSTRUMENTS

 The fair values of the  Company's financial instruments are
 based on carrying value for short-term items and, in the case
 of notes payable and long-term debt, incremental borrowing
 rates currently available on loans with similar terms and
 maturities.  The carrying amounts of the Company's cash,
 accounts receivable, accounts payable, notes payable and long-
 term debt approximate fair value.

                              F-12


<PAGE>

NOTE I - LIQUIDITY MATTERS

 The Company had losses in 1998 and 1999, and current
 liabilities exceeded current assets by $188,476 at December 31,
 1999. To improve operations and liquidity, the Company has
 implemented various measures, including cost reduction
 programs. Although the effect of the measures is not assured,
 the Company believes that its liquidity will be sufficient to
 meet its operating requirements through December 31, 2000.


NOTE J - RESTATEMENT

 The accompanying financial statements have been restated to
 reflect proper matching of selling expenses with the related
 revenue. This restatement resulted in an increase in
 stockholders' deficit of $64,200 at December 31, 1999, a
 decrease in stockholders' equity of $31,100 at December 31,
 1998, and had the following effect on operations, net of income
 taxes:

                            Year ended December 31,
                            -----------------------
                               1999         1998
                            ----------   ----------
  Net loss as previously
   reported                 $ (455,882)   $(128,158)
  Adjustment                   (33,100)        (700)
                            ----------    ---------
  Net loss as restated      $ (488,982)   $(128,858)
                            ==========    =========


  Loss per share as
   previously reported      $     (.03)   $    (.01)
  Loss per share as
   restated                 $     (.04)   $    (.01)




                              F-13