-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IjlFiI61HH54q+qOkmpIXfaH8i8fz8rJZV2VA8a3XCpZA9BtPbWMcztJcvAd1+hS BsfI753lXnS2fmseUjlO6g== 0001070876-99-000090.txt : 19991018 0001070876-99-000090.hdr.sgml : 19991018 ACCESSION NUMBER: 0001070876-99-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990816 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN COMMUNICATIONS ENTERPRISES INC CENTRAL INDEX KEY: 0001077183 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-72097 FILM NUMBER: 99725322 BUSINESS ADDRESS: STREET 1: 7103 PINE BLUFFS TRAIL CITY: AUSTIN STATE: TX ZIP: 78729 BUSINESS PHONE: 5122492344 MAIL ADDRESS: STREET 1: 7103 PINE BLUFFS TRAIL CITY: AUSTIN STATE: TX ZIP: 78729 8-K 1 FORM 8-K FOR TAMARK LICENSE AGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 16, 1999 COMMISSION FILE NO. 333-72097 AMERICAN COMMUNICATIONS ENTERPRISES, INC. ------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 74-2897368 - -------------------------------- ----------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) incorporation or organization) 7103 Pine Bluffs Trail, Austin, TX 78729 - ------------------------------------------------------------------------------ (Address of principal executive offices) (512) 249-2344 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) Check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 |_| Exhibit Index is on Page 4 1 AMERICAN COMMUNICATIONS ENTERPRISES, INC. FORM 8 - K TABLE OF CONTENTS Item 1. Changes in Control of Registrant - None Item 2. Acquisition or Disposition of Assets - None Item 3. Bankruptcy or Receivership - None Item 4. Changes in Registrant's Certifying Accountant - None Item 5. Other Events.....................................................Page 3 Item 6. Resignations of Registrant's Directors - None Item 7. Financial Statements and Exhibits................................Page 3 Signatures................................................................Page 3 2 ITEM 5. Other Events On July 31, 1999, the Company entered into a license agreement with Tamark Communications to obtain (4) four exclusive IP Gateways. The Gateways are a combination of the internet and the global telephone networks to provide high speed telecommunications routing. In consideration of 9,600,000 shares of its common stock (with a fair market value of $480,000) and a 1% royalty on gross sales generated from the Gateways, the Company has obtained the marketing and distribution rights for the Gateways for specific territories. Included with this report are the unaudited pro forma combined condensed financial statements and related notes thereto in connection with the Company's acquisition of the licenses July 31, 1999. Item 7. Financial Statements and Exhibits Financial Statements (a) Pro Forma Financial Information Unaudited Pro Forma Combined Condensed Financial Statements Notes to Unaudited Pro Forma Combined Condensed Financial Statements (b) Exhibits LICENSE AGREEMENT. Incorporated by Reference from the Company's Post Effective Amendment No. 1 to Form SB-2, file No. 333-72097, filed on August 24, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned herein duly authorized. AMERICAN COMMUNICATIONS ENTERPRISES, INC. (Signature) /s/ Robert E. Ringle -------------------- Robert E. Ringle (Title) Vice President, Treasurer and Director (Date) October 7, 1999 3 FORM 8-K CURRENT REPORT EXHIBIT INDEX Item/Exhibit No. Document Page - ---------------- -------- ---- Item 7 (a) Pro Forma Financial Information 5 4 ITEM 7(a) AMERICAN COMMUNICATIONS ENTERPRISES, INC. PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (Unaudited) The following unaudited pro forma combined condensed financial statements include the historical and pro forma effects of the issuance of $480,000 of common stock in July 1999 in exchange for certain licenses. The following unaudited pro forma combined condensed financial statements have been prepared by the management of American communications Enterprises, Inc. (the "Company") from its historical financial statements. The unaudited pro forma combined condensed statements of operations reflect adjustments as if the transactions had occurred on January 1, 1999. The unaudited pro forma combined condensed balance sheet reflects adjustments as if the transactions had occurred on June 30, 1999. See "Note 1 - Basis of Presentation." The pro forma adjustments described in the accompanying notes are based upon preliminary estimates and certain assumptions that management of the Company believes are reasonable in the circumstances. We incorporated October 29, 1998 and did not commence operations until 1999, as such this analysis does not include any pro forma financial data for 1998. The unaudited pro forma combined condensed financial statements are not necessarily indicative of what the financial position or results of operations actually would have been if the transaction had occurred on the applicable dates indicated. Moreover, they are not intended to be indicative of future results of operations or financial position. The unaudited pro forma combined condensed financial statements should be read in conjunction with the historical consolidated financial statements of the Company and related notes thereto which are included in the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999, which was filed with the Securities and Exchange Commission (the "Commission") on August 16, 1999, and in the Company's Post Effective Amendment No. 1 to Form SB-2, file No. 333-72097, filed on August 24, 1999. 5 AMERICAN COMMUNICATIONS ENTERPRISES, INC. PRO FORMA COMBINED CONDENSED BALANCE SHEET JUNE 30, 1999 (UNAUDITED) ASSETS Historical (a) Licenses (b) Pro Forma ----------------- --------------- -------------------- Cash $ 10,616 $ 10,616 Licenses 0 $ 480,000 480,000 ----------- --------- ------------ TOTAL ASSETS $ 10,616 $ 480,000 $ 490,616 =========== ========= ============ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accrued payroll $ 148,583 $ 148,583 Accrued expenses 40,885 40,885 Advances from shareholder 6,140 6,140 ----------- ------------ Total liabilities 195,608 195,608 ----------- ------------ STOCKHOLDERS' DEFICIT: Common stock - no par value 62,600 $ 480,000 542,600 Deficit accumulated during the development stage (247,592) (247,592) ----------- ---------- --------------- Total stockholders' deficit (184,992) 480,000 295,008 ----------- ---------- --------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 10,616 $ 480,000 $ 490,616 =========== ========== =============== - -------------------------------------------------------------------------------- SEE NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS. (a) Represents the Company's historical Balance sheet contained in the Company's Quarterly Report on Form 10-QSB as of and for the six months ended June 30, 1999. (b) Represents the purchase price of the licenses. 6 AMERICAN COMMUNICATIONS ENTERPRISES, INC. PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 (Unaudited)
Historical (c) Licenses (d) Pro Forma ------------------ -------------------- ------------------ REVENUES $ 49,217 $ 49,217 EXPENSES: Broadcast operations 43,480 43,480 Payroll & related taxes 129,180 129,180 Professional fees 43,212 43,212 License fees 0 $ 80,000 80,000 Office & admin. expense 6,232 6,232 Travel and lodging 3,115 3,115 Organization costs 760 760 ------------------ -------------------- ------------------ 225,979 80,000 305,979 ------------------ -------------------- ------------------ NET LOSS $ 176,762 $ 80,000 $ 256,762 ================== ==================== ================== NET LOSS PER SHARE, as adjusted (e) $ 0.01 $ 0.00 $ 0.01 ================== ==================== ==================
- -------------------------------------------------------------------------------- SEE NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS. (c) Represents the Company's historical Statements of operations contained in the Company's Quarterly Report on Form 10-QSB as of and for the six months ended June 30, 1999. (d) Represents the estimated amortization of the licenses fees for the six months ended June 30, 1999. (e) Per share data is adjusted to reflect the issuance of 9,600,000 common shares in connection with the transaction. 7 NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The unaudited pro forma combined condensed statement of operations for the six month period ended June 30, 1999, is presented using the combined historical results of the Company and the Company's estimate of the amortization fair value of the license agreements for the six months ended June 30, 1999. The unaudited pro forma combined condensed balance sheet presents the historical balance sheets of the Company and the Company's estimate of the amortization fair value of the license agreements as of June 30, 1999, as if the transaction had been consummated as of June 30, 1999. 2. PRO FORMA ADJUSTMENTS The following adjustments give pro forma effect to the transaction: (a) To record purchase price consideration of the licenses: Common Stock issued at closing 480,000 ----------- $ 480,000 =========== (b) To record amortization of the cost in excess of acquired net assets over an estimate life of 3 years. Such amortization expense is subject to possible adjustment resulting from the completion of valuation analysis and final post-closing adjustments. 8 -----END PRIVACY-ENHANCED MESSAGE-----