<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended MARCH 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ____________ to ____________
Commission file number: 000-23105
-----------------
AMERICAN INDEPENDENT NETWORK, INC.
(Exact name of small business issuer in its charter)
------------------
DELAWARE 752504551
(State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6125 AIRPORT FREEWAY, SUITE 200
HALTOM CITY, TX 76117
(817) 222-1234
(Address and telephone number of principal executive offices)
-----------------
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 No X
----- -----
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. AS OF MAY 15, 1998, THERE
WERE APPROXIMATELY 18,354,587 SHARES OF THE COMPANY'S COMMON STOCK ISSUED AND
OUTSTANDING.
Transitional Small Business Disclosure Format: Yes No X
----- -----
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following financial statements are filed as part of this
Registration Statement:
Financial Statements:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Comparative Balance Sheet (Unaudited) at March 31, 1998 and
March 31, 1997 F-1
Comparative Statement of Operations (Unaudited) for the
Three Months ended March 31, 1998 and 1997 F-3
Comparative Analysis of Stockholders' Equity (Unaudited)
Three Months ended March 31, 1998 and 1997 F-4
Comparative Statement of Cash Flows (Unaudited) for the
Three Months ended March 31, 1998 and 1997 F-5
Notes to Comparative Financial Statements (Unaudited) F-6
</TABLE>
2
<PAGE> 3
AMERICAN INDEPENDENT NETWORK, INC.
Comparative Balance Sheet (Unaudited)
March 31,
ASSETS
<TABLE>
<CAPTION>
1998 1977
------ ------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 94,368 $ 164,172
Accounts receivable 2,250 14,730
Trade credits receivable 30,000 30,000
Note receivable, net of
doubtful account of $700,000 700,000 0
Prepaid expenses 0 112,736
----------- -----------
TOTAL CURRENT ASSETS 826,618 321,638
----------- -----------
PLANT, PROPERTY AND EQUIPMENT
Leasehold improvements 22,851 22,851
Equipment and furnishings 128,842 91,999
Digital compression equipment 834,769 627,001
----------- -----------
986,462 741,851
Accumulated depreciation (126,802) (59,700)
----------- -----------
TOTAL PLANT, PROPERTY AND EQUIPMENT 859,660 682,151
----------- -----------
OTHER ASSETS
Deferred tax benefits 207,477 273,477
Trade credits receivable, net of
allowance of $125,138 261,990 432,128
Other investments, net of
amortization of $34,484 863,104 2,801,433
Note Receivable, net of
doubtful account of $884,595 884,595 0
----------- -----------
TOTAL OTHER ASSETS 2,217,166 3,507,038
----------- -----------
TOTAL ASSETS $ 3,903,444 $ 4,510,827
----------- -----------
</TABLE>
THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-1
<PAGE> 4
AMERICAN INDEPENDENT NETWORK, INC.
Comparative Balance Sheet (Unaudited)
March 31,
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 154,997 $ 236,726
Notes payable 2,330,188 1,562,843
Accrued interest - notes 177,317 95,986
Advances from affiliates 28,402 3,542
Customer deposits 20,000
Interest due preferred shareholders 37,440 25,000
Equipment lease payments 175,380 139,380
--------- ---------
TOTAL CURRENT LIABILITIES 2,903,724 2,083,477
--------- ---------
LONG TERM DEBT
Deferred income tax 1,137,548
Equip lease payments 184,973 235,617
--------- ---------
TOTAL LONG TERM DEBT 1,322,521 235,617
--------- ---------
TOTAL LIABILITIES 4,226,245 2,319,094
--------- ---------
STOCKHOLDERS' EQUITY
Preferred Stock - 1,000,000 shares $1 Par
Authorized - 1997 107,546 shares issued,
March 31, 1998 48,813 shares issued 48,813 217,795
Common Stock - 20,000,000 shares $.01 Par
Authorized, 1997 14,045,300 shares issued,
1998 18,354,587 shares issued less 1,875,000
to be issued when note paid;
16,479,587 outstanding 164,796 142,453
Additional Paid in Capital 4,223,351 2,937,664
Retained Earnings (4,759,761) (1,106,179)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY ( 322,801) 2,191,733
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $3,903,444 $4,510,827
---------- ----------
</TABLE>
THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-2
<PAGE> 5
AMERICAN INDEPENDENT NETWORK, INC.
Comparative Statement of Operations (Unaudited)
For the Three Months Ended March 31,
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
REVENUES
Income from network operations $ 53,463 $ 137,735
--------- ---------
COST AND EXPENSES:
Satellite rental 90,000 187,500
Programming expenses 844 8,055
Production expenses 24,429 24,982
Depreciation 13,620 5,800
Amortization of household 1,200 1,200
Amortization of Senior Channel 34,484 0
Rental Expense (Net) 16,200 16,902
Administrative expenses 126,125 115,468
--------- ---------
TOTAL COST AND EXPENSES 306,902 359,907
--------- ---------
NET (LOSS) FROM OPERATIONS ( 253,439) (222,172)
--------- ---------
OTHER EXPENSES:
Interest expense (net) 84,966 72,743
Amortization of debt issue cost 0 40,000
--------- ---------
Total Other Expense 84,966 112,743
--------- ---------
(LOSS) BEFORE INCOME TAXES AND ( 338,405) (334,915)
EXTRAORDINARY ITEM
INCOME TAX BENEFIT (EXPENSE) 0 66,000
---------- ----------
NET (LOSS) BEFORE EXTRAORDINARY ITEM $( 338,405) $( 268,915)
EXTRAORDINARY ITEM
Cost of Conversion of Bridge Loans
To Common Stock 17,386 0
---------- ----------
NET GAIN (LOSS) $( 355,791) $( 268,915)
---------- ----------
EARNINGS PER SHARE OF COMMON STOCK $ (0.02) $ (0.03)
WEIGHTED AVERAGE SHARES 16,383,773 10,000,000
</TABLE>
THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-3
<PAGE> 6
AMERICAN INDEPENDENT NETWORK, INC.
Comparative Analysis of Stockholders' Equity (Unaudited)
For The Three Months Ended March 31, 1998
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional
--------------- ---------------- Paid-in Retained
Shares Amount Shares Amount Capital Earnings
------ ------ ------ ------ ------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE DECEMBER 31, 1996 107,546 $107,546 14,045,268 $140,453 $2,513,734 $(837,264)
Preferred B Shares Issued 175,154 175,154 963,347
Issue cost of Preferred B (547,999)
Preferred Stock Conversions (229,273)(229,273) 458,546 4,585 224,688
Common Issued to Bridge
Loan Investors 1,521,039 15,210 380,260
Conversion of Bridge Loans 132,652 1,327 429,791
Sale of Common Stock 200,000 2,000 98,000
Sale of Common Stock to
Media Fund, Inc. 1,875,000 18,750 450,000
Less Stock Paid for by
Note Receivable (1,875,000) (18,750) (450,000)
Net Loss for the Year Ended
December 31, 1997 (3,566,706)
---------------------------------------------------------------
BALANCE DECEMBER 31, 1997 53,427 $53,427 16,357,505 $163,575 $4,061,821 ($4,403,970)
Preferred Stock Conversions ( 4,614) (4,614) 9,230 93 4,522
Conversion of Bridge Loans 43,306 433 140,317
Common Issued to Bridge
Loan Investors 69,546 695 16,691
Net Loss for the Three
Months Ended March 31, 1998 ( 355,791)
----------------------------------------------------------------
BALANCE MARCH 31, 1998 48,813 $48,813 16,479,587 $164,796 $4,223,351 ($4,759,761)
</TABLE>
THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-4
<PAGE> 7
AMERICAN INDEPENDENT NETWORK, INC.
Comparative Statement of Cash Flow (Unaudited)
For The Three Months Ended March 31,
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
CASH FLOWS PROVIDED (USED)
BY OPERATING ACTIVITIES:
Net (Loss) $(355,791) $(268,915)
Adjustment to reconcile net income to net
cash from operating activities:
Extraordinary item 17,386 0
Depreciation 13,620 5,800
Amortization of leasehold 1,200 1,200
Amortization of Senior Channel 34,484 0
Accounts receivable 0 ( 4,000)
Deferred tax benefit 0 ( 66,000)
Accounts payable ( 22,407) ( 47,610)
Accrued interest 57,787 ( 37,948)
Advances from affiliates 18,800 ( 1,500)
--------- ---------
TOTAL CASH USED BY OPERATING ACTIVITIES (234,921) (418,973)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in equipment ( 7,124) ( 25,856)
Investment in film library ( 3,929) 0
--------- ---------
TOTAL CASH FLOW FROM INVESTING ACTIVITIES ( 11,053) ( 25,856)
--------- ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Notes payable increase 196,258 28,976
Long term lease decrease ( 31,434) ( 16,000)
Preferred stock increase 0 110,249
Common stock increase 433 2,000
Additional paid-in capital increase 140,317 423,930
--------- ---------
TOTAL CASH PROVIDED BY FINANCING ACTIVITIES 305,574 549,155
--------- ---------
Net Cash Increase 59,600 104,326
Cash, beginning of Period 34,768 59,846
--------- ---------
CASH AT END OF PERIOD $ 94,368 $164,172
--------- ---------
</TABLE>
THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F-5
<PAGE> 8
AMERICAN INDEPENDENT NETWORK, INC.
Notes To Comparative Financial Statements (Unaudited)
March 31, 1998 and 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - Consist of cash balances. Cash and Cash equivalents
consist of highly liquid investments with an original maturity date of ninety
days or less. The company does not have any cash equivalents.
TRADE CREDITS RECEIVABLES - the company owns trade credits in the amount of
$417,128 at March 31, 1998 and $462,128 at March 31, 1997. As defined by the
International Reciprocal Trade Association, a trade dollar is a unit of account
that denotes the right to receive (receivable) or the obligation to pay (a
payable), one US dollar worth of goods and services within a barter system or
network. While all of the trade credits may be used by the company at any time,
the company has shown a pattern of using $25,000 to $30,000 worth of the credits
in each of the past two years. Therefore the company's trade credits are being
classified as current $30,000 and other assets of $387,128, at March 31, 1998.
ACCOUNTS RECEIVABLE - Allowance for doubtful accounts. The company has accounts
receivable at March 31, 1998 of $2,250 owed by regular customers. Management
deems this amount to be fully collectible. No allowances for doubtful accounts
is necessary. At March 31, 1997 the total was $14,730.
PLANT, PROPERTY AND EQUIPMENT is recorded at cost.
DEPRECIATION - the cost of plant, property and equipment is depreciated over the
estimated useful life of the assets ranging from equipment at 5 years to
leasehold improvements at 20 years. Book depreciation is on a straight line
basis while income tax depreciation is accelerated. For income tax information
see Note 3.
INCOME TAXES - The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). SFAS 109 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences
of events that have been recognized in the company's financial statements or tax
returns. In estimating future tax consequences, SFAS 109 generally considers all
expected future events other than enactments of changes in the tax law or rates.
Income tax accounting information is disclosed in Note 3 to the comparative
financial statements.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
F-6
<PAGE> 9
AMERICAN INDEPENDENT NETWORK, INC.
Notes To Comparative Financial Statements (Unaudited)
March 31, 1998 and 1997
OTHER INVESTMENTS - Consist of the following:
<TABLE>
<CAPTION>
1998 1997
------- ------
<S> <C> <C>
Prepaid Telephone $ 337,500
Prepaid Media 1,426,933
Investment in stocks $196,455 200,000
Film Library 11,453 1,000
Investment in Senior Channel, net
of amortization of $34,484 655,196 0
Media trade due bills 0 836,000
--------- ----------
Total Other Investments $ 863,104 $2,801,433
--------- ----------
</TABLE>
NOTE 2 - NOTES PAYABLE
Notes Payable at March 31, 1998 consist of the following notes;
<TABLE>
<CAPTION>
Due Accrued
Creditor Date Interest Principal Interest
-------- ---- -------- --------- --------
<S> <C> <C> <C> <C>
Shelley Media
Marketing (1) 9/30/98 10% 50,650 1,266
Cleveland
Broadcasting Co.(1) 9/30/98 10% 17,933 500
ATN Network, Inc.(1) 9/30/98 10% 599,914 11,051
Pacific Acquisition
Group, Inc. 12/31/98 11% 250,500 6,262
Bridge Loan 10/31/97 15% 1,411,191 155,443
---------- --------
Total $2,330,188 $174,522
---------- --------
</TABLE>
(1) Affiliated Companies
Notes Payable at March 31, 1997 consist of the following notes;
<TABLE>
<CAPTION>
Due Accrued
Creditor Date Interest Principal Interest
-------- ---- -------- --------- --------
<S> <C> <C> <C> <C>
Lyn Broadcasting
Corporation (1) 8/31/97 10% $ 4,500 $17,047
Shelley Media
Marketing (1) 9/30/97 10% 51,100 10,398
Cleveland
Broadcasting Co.(1) 9/30/97 10% 37,053 7,654
ATN Network, Inc.(1) 9/30/97 10% 22,338 21,739
Pacific
Acquisition Group 12/31/97 11% 435,500
Bridge Loan 10/31/97 15% 1,137,750 37,603
Less Cost of Bridge Loan Acquisition (125,398)
---------- -------
Total $1,562,843 $94,441
---------- -------
</TABLE>
(1) Affiliated Companies
F-7
<PAGE> 10
AMERICAN INDEPENDENT NETWORK, INC.
Notes To Comparative Financial Statements (Unaudited)
March 31, 1998 and 1997
NOTE 3 - INCOME TAXES
Deferred income tax liability consist of the following components:
<TABLE>
<CAPTION>
1998 1997
-------------------- -----------
Book Tax Book Tax
------ ----- ------ -----
<S> <C> <C> <C> <C>
Net (Loss) from operations (253,439) (253,439) (222,172) (222,172)
Other (expenses) ( 84,966) ( 84,966) (112,743) (112,743)
Extraordinary Item ( 17,386) ( 17,386)
--------- --------- -------- --------
Income (loss) before income tax (355,791) (355,791) (334,915) (334,915)
--------- --------- -------- --------
Tax benefit (expense) 0 0 66,000 66,000
Less tax benefit carryover 207,477 207,477 207,477 207,477
--------- --------- -------- --------
Net deferred tax benefit
(liability) $(1,137,548)$(1,137,548) $273,477 $273,477
</TABLE>
NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Cash used for:
Interest $ 17,520 $68,216
Taxes $ 0 $ 0
</TABLE>
NOTE 5 - DISBURSEMENTS FROM BRIDGE LOAN PROCEEDS
AND PREFERRED STOCK SALES
Financing activities during 1997 and 1996 consisted of bridge loans ($2,057,750)
and preferred stock sales ($1,837,551). The disbursements from the financing
escrows were $1,933,499 to the operating account, $1,402,802 for issue costs and
$559,000 for debt repayment.
NOTE 6 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument for where it is practicable to estimate that
value:
Cash and Accounts Receivable - The carrying amount approximates fair value
because of the short maturity of those instruments.
Long Term Investments - The fair value of these investments are estimated based
on quoted market prices for those and similar investments.
The estimated Fair Values of the Company's Financial Instruments are as follows:
<TABLE>
<CAPTION>
1998 1997
------------------- ------------
Carrying Fair Carrying
Amount Value Amount Fair
-------- ------- -------- ------
<S> <C> <C> <C> <C>
Value
Cash and Accounts Receivable $ 67,018 $ 67,018 $164,172 $164,172
Notes receivable current $1,400,000 $700,000
Long Term Investments $1,769,190 $884,595 $836,000 $836,000
</TABLE>
F-8
<PAGE> 11
AMERICAN INDEPENDENT NETWORK, INC.
Notes To Comparative Financial Statements (Unaudited)
March 31, 1998 and 1997
NOTE 7 - LEASE OBLIGATIONS AND LONG TERM DEBT DISCLOSURE
The Company is obligated on three leases. The leases are as follows:
Building - The Company utilizes the spaces as both corporate offices and
studios. The lease is $5,400 per month and expires May 31, 1998.
Equipment - The Company has entered a master equipment lease (digital
compression equipment) for a period of thirty-six months ending December 31,
1999. The lease has a fair market value purchase option at the end of the lease.
Total lease obligation is $390,996 and the lease has been treated as a capital
lease. In May 1997, the Company entered into a lease for additional digital
equipment for a period of 36 months with payments of $4,302 per month. The lease
period is from June 1, 1997 to May 1, 2000. The lease has been capitalized.
Satellite - The Company leased satellite transponder space under an initial
operating lease. The lease is for three years ending July 31, 1999 with a total
lease obligation of $2,250,000. The Company has modified its lease reducing its
satellite band width from 24 MHZ to 8 MHZ which reduces its future lease cost
from $1,187,500 to $619,848 under the lease modification. The Company pays the
new lease balance at the rate of $30,000 per month during the period January 1,
1998 through July 1, 1999 when the lease terminates.
Details of lease obligations are as follows:
<TABLE>
<CAPTION>
Capitalized Capitalized Operating
Equipment Equipment Transponder
Lease #1 Lease #2 Lease
---------- ----------- -----------
<S> <C> <C> <C>
1998 $139,380 $51,624 $360,000
1999 $139,380 $51,624 $210,000
2000 $ 24,237
2000 $ 24,237
</TABLE>
F-9
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Revenues
For the three months ended March 31, 1998, revenues were $53,463 and for the
comparable three month period in 1997, revenues were $137,735. The decrease in
1998 revenues was due to decrease in digital channel lease revenues by $80,000.
Cost of Operations
For the three months ended March 31, 1998 and March 31, 1997, cost of operations
were $115,273 and $220,537, respectively. The $105,264 decrease in cost of
operations for the three months ended March 31, 1998 is due primarily to the
$97,500 decrease in the cost of satellite expense and $7,211 decrease in the
cost of programming.
General and Administrative
For the three months ended March 31, 1998 general and administrative expenses
were $126,125 and for the three months ended March 31, 1997, general and
administrative expenses were $115,468. The $10,657 increase in general and
administrative expenses for the three months ended March 31, 1998 is due to
general increases in administrative expenses.
Operating Loss
For the three months ended March 31, 1998, the Company's operating losses were
$218,955 and for the comparable period in 1997, the Company's operating losses
were $222,172. The loss before income taxes and extraordinary for the three
months ended March 31, 1998 was $303,921 as compared to a loss before income
taxes for the three months ended March 31, 1997 of $334,915. Net loss for the
three months ended March 31, 1998 was $321,307 as compared to a net loss for the
three months ended March 31, 1997 of $268,915. The loss before income taxes and
extraordinary item in 1998 is $3,490 more than the 1997 loss for the similar
period and is due primarily to decreases in the satellite expenses of $97,500
and amortization of debt issue cost of $40,000 being less than the amortization
of The Senior Channel of $34,484 and the decrease in revenues caused by the
decrease in digital satellite lease revenues.
Net Loss
For the three months ended March 31, 1998 and March 31, 1997, net loss per share
was $.02 and $.03, respectively.
3
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
Exhibit Number Title of Exhibit
- -------------- ----------------
<S> <C>
3.1 Articles of Incorporation of the Company, as amended (1)
3.2 Bylaws of the Company, as amended (1)
4.1 Form of Warrant Agreement (1)
10.1 Lease for Offices (1)
10.2 Employment Agreement with Dr. Donald W. Shelton (1)
10.3 Employment Agreement with Randy Moseley (1)
10.4 Stock Option Agreement with Dr. Donald W. Shelton (1)
10.5 Stock Option Agreement with Randy Moseley (1)
10.6 Form of License Agreement (Affiliate Agreement) (1)
10.7 GE Americom Lease Agreement (1)
10.8 Master Lease with Insight Investments (1)
10.9 Promissory Note Extension Agreement with Lyn Broadcasting
Corporation (1)
10.10 Promissory Note Extension Agreement with Shelly Media Marketing (1)
10.11 Promissory Note Extension Agreement with Cleveland Broadcasting Co.(1)
10.12 Promissory Note Extension Agreement with ATN Network, Inc.(1)
10.13 Promissory Note with Super Six, Inc.(1)
10.14 Promissory Note with Jim Thornbo (1)
10.15 Promissory Note with Logistic Services International, Inc.(1)
10.16 Promissory Note with Rajendra Shah (1)
10.17 Promissory Note with Gary Lamberg (1)
10.18 Promissory Note with Frank Lyons (1)
10.19 Loan and Security Agreement with Midas Fund (1)
10.20 United State Federal Communications Commission Radio Station
Authorization (1)
10.21 Form of Programming Agreement(2)
10.22 Promissory Note with ATN Network, Inc.(2)
10.23 "All News Channel" Agreement(2)
10.24 Promissory Note Extension Agreement with Super Six, Inc.(2)
10.25 Promissory Note Extension Agreement with Logistics Services, Inc.(2)
10.26 Promissory Note Extension Agreement with Shelly Media Marketing
Corporation(2)
10.27 Promissory Note Extension Agreement with Cleveland Broadcasting
Corporation(2)
</TABLE>
4
<PAGE> 14
<TABLE>
<S> <C>
10.28 Promissory Note Extension Agreement with ATN Network
Inc.(2) 10.29 Form of Equipment Agreement(2)
10.30 Channel Use and Programming Agreement with Dominion Sky
Angel(2)
10.31 Agreement of Settlement, Compromise and Assignment(2)
10.32 Assignment of Senior Channel(2)
10.33 Agreement with Media Fund, Inc.(2)
10.34 1995 Stock Option Plan(2)
27.1 Financial Data Schedule
</TABLE>
- -----------------------
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form 10-SB (File No. 000- 23105), filed with the Securities and
Exchange Commission on September 19, 1997.
(2) Previously filed as an exhibit to the Company's Pre-Effective Amendment
No. 2 to the Registration Statement on Form 10-SB (File No. 000-23105),
filed with the Securities and Exchange Commission on April 10, 1998.
The Company did not file any Current Reports on Form 8-K during the fiscal
quarter ended March 31, 1998.
5
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN INDEPENDENT NETWORK, INC.
Date: May 20, 1998 /s/ Donald W. Shelton
----------------------------------------------------
Dr. Donald W. Shelton, Chief Executive Officer
Date: May 20, 1998 /s/ Randy Moseley
----------------------------------------------------
Randy Moseley, President and Chief Financial Officer
6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
UNAUDITED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER ENDED MARCH 31, 1998 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS
CONTAINED WITHIN THE QUARTERLY REPORT ON FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 94,368
<SECURITIES> 0
<RECEIVABLES> 2,250
<ALLOWANCES> 700,000
<INVENTORY> 0
<CURRENT-ASSETS> 826,618
<PP&E> 986,462
<DEPRECIATION> 126,802
<TOTAL-ASSETS> 3,937,928
<CURRENT-LIABILITIES> 2,903,724
<BONDS> 0
0
48,813
<COMMON> 164,796
<OTHER-SE> (74,708)
<TOTAL-LIABILITY-AND-EQUITY> 3,939,928
<SALES> 53,463
<TOTAL-REVENUES> 53,463
<CGS> 0
<TOTAL-COSTS> 272,418
<OTHER-EXPENSES> 84,966
<LOSS-PROVISION> 700,000
<INTEREST-EXPENSE> 84,966
<INCOME-PRETAX> (303,921)
<INCOME-TAX> 0
<INCOME-CONTINUING> (321,307)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (321,307)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> 0
</TABLE>
