10QSB: Optional form for quarterly and transition reports of small business issuers
Published on September 21, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-QSB
( X ) Quarterly report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.
For the quarterly period ended June 30, 2000.
( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act
for the transition period from _________________ to ____________ .
Commission File Number: 333-72097
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
-----------------------------------------
(Exact name of registrant as specified in charter)
Nevada 74-2897368
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(State of Incorporation) (I.R.S. Employer I.D. No)
7103 Pine Bluffs Trail, Austin, TX 78729
(Address of Principal Executive Offices)
(512) 249-2344
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(Registrant's Telephone Number, Including Area Code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section 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 ( )
Indicate the number of shares outstanding of each of the issuer's classes of
stock as of September 15, 2000.
18,487,888 Common Shares
Transitional Small Business Disclosure Format:
YES ( ) NO (X)
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AMERICAN COMMUNICATIONS ENTERPRISES, INC.
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheets as of June 30, 2000 and December 31, 1999........... 3
Statements of Operations for the three and six months
ended June 30, 2000 and 1999....................................... 4
Statement of Stockholders'Equity (Deficit) for the six
months ended June 30, 2000......................................... 5
Statements of Cash Flows for the three and six months
ended June 30, 2000 and 1999....................................... 6
Notes to Financial Statements...................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..............................................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................14
Item 2. Changes in Securities..............................................14
Item 3. Defaults Upon Senior Securities....................................14
Item 4. Submission of Matters to a Vote of Securities Holders..............14
Item 5. Other Information..................................................14
Item 6. Exhibits and Reports on Form 8-K...................................14
Signatures
2
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
June 30, 2000 December 31,
(Unaudited) 1999
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ASSETS
CURRENT ASSETS
Cash $ 1,728 $ 43,613
Accounts receivable, net of allowance for
doubtful accounts of $52,166 and $25,500,
rexpectively 3,061 70,226
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Total Current Assets 4,789 113,839
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Fixed assets, at cost, net of accumulated
depreciation of 33,365 3,986
$5,150 and $150, respectively
Licenses, at cost, net of accumulated
amortization of $39,400 175,600 197,000
and $18,000, respectively
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$213,754 $314,825
============== =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 54,153 $ 24,147
Cap. Lease Payable - Current 11,460 -
Accrued Expenses 314,417 247,769
Shareholder Advances 25,000 -
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Total Current Liabilities 405,030 271,916
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COMMITMENTS AND CONTINGENCIES
Capital Leases Obligation - Long Term 17,054 -
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Total Liabilities 422,084 271,916
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STOCKHOLDERS' DEFICIT
Common stock; authorized 30,000,000 no par
common shares; 18,442,888 and 17,917,420
shares issued and outstanding, respectively 650,822 519,455
Deficit accumulated during the development stage (859,152) (476,546)
-------------- -------------
Total Stockholders' Deficit (208,330) 42,909
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$213,754 $314,825
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SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS
3
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS
4
AMERICAN COMMUNICATION ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE SIX-MONTHS ENDED JUNE 30, 2000
(Unaudited)
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS
5
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS
6
AMERICAN COMMUNICATIONS ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AS OF AND FOR SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
NOTE 1: BUSINESS ORGANIZATION AND SIGNIFICANT ACCOUNTING POLOCIES
American Communications Enterprises, Inc. (the "Company") was
incorporated under the laws of the state of Nevada on October 29,
1998. The Company is considered to be in the development stage, as
defined in Financial Accounting Standards Board Statement No. 7. The
Company intends to purchase and operate radio stations throughout
the United States. The planned principal operations of the Company
have not commenced, therefore accounting policies and procedures
have not yet been established.
Basis of Presentation
The accompanying unaudited financial statements of the Company have
been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to
Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and
Exchange Commission (the "SEC"). Accordingly, these financial
statements do not include all of the footnotes required by generally
accepted accounting principles. In the opinion of management, all
adjustments (consisting of normal and recurring adjustments)
considered necessary for a fair presentation have been included.
Operating results for the six and three months ended June 30, 2000
are not necessarily indicative of the results that may be expected
for the year ended December 31, 2000. The accompanying financial
statements and the notes should be read in conjunction with the
Company's audited financial statements as of December 31, 1999
contained in its Form 10-KSB.
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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods presented. Actual
results could differ from those estimates.
NOTE 2: RELATED PARTY TRANSACTIONS
Included in accrued expenses is approximately $300,000 in accrued
wages and related payroll taxes due to the President and
Vice-President of the Company under employment agreements.
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During the six months ended June 30, 2000 the Company's borrowed
from its President $25,000, which is non-interest bearing,
unsecured, and due on demand.
NOTE 3: GOING CONCERN
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
Company has a working capital deficiency of $400,241 an accumulated
deficit of $859,152 as of June 30, 2000, and a net loss for the six
months then ended of $382,606. Accordingly its ability to continue
as a going concern is dependent on obtaining capital and financing
for its planned principal operations. The Company plans to secure
financing for its acquisition strategy through the sale of its
common stock and issuance of debt. However, there is no assurance
that they will be successful in their efforts to raise capital or
secure other financing. These factors among others may indicate that
the Company will be unable to continue as a going concern for a
reasonable period of time.
NOTE 4: TIME BROKERAGE AGREEMENT
The Company entered into a Time Brokerage Agreement (the
"Agreement") with Watts Communications Inc. on June 1, 1999. The
Agreement was initially for 12 months, but was extended through June
30, 2000. At which time the Company was unsuccessful in its attempt
to exercise its irrevocable option to purchase substantially all of
the assets of Watts Communications Inc. (the "Seller"), subject to
Federal Communications Commission approval, which also granted the
Company the radio air time for four radio stations for the period of
the Agreement.
On July 3, 2000, the Company was named as a defendant in a lawsuit
brought by the Seller, seeking unspecified damages and attorney's
fees.
The Company filed a counterclaim on July 7, 2000, alleging that the
Seller breached its agreement to sell the radio stations to the
Company. The Company is seeking to require the Seller to perform its
obligations to sell the radio stations. The Company is also seeking
to be reimbursed for its damages arising from the Sellers breach of
contract.
Management believes that the allegations on which the Seller relies
in its claim for damages are false. Management also believes that
the Company's claims for breach of contract have merit. Therefore,
the Company intends to defend vigorously against the Seller's claim
and to pursue its counterclaim vigorously.
While the outcome of this litigation, as with litigation generally,
is inherently uncertain, management believes that the ultimate
resolution of this proceeding would not be likely to have a material
adverse effect on its business or financial condition.
8
In exchange for the purchase option and the airtime, the Company
paid the Seller various monthly fees of approximately $10,000 per
month.
Under the Agreement, the Company operated the four radio stations
and received the right to receive payment for any commercial or
program time sold during the term of the Agreement.
The sale of commercial and program time are included in revenues and
the monthly fees payable under the Agreement are included in Cost of
Revenues in these financial statements.
As a result of the unsuccessful attempt to exercise the purchase
option, the Company has recorded $23,144 as a provision for bad
debts, in the accompanying statement of operations, for the
estimated amount of receivables which the Seller has collected and
not remitted to the Company.
NOTE 5: COMMITMENTS
In January 2000, the Company executed a letter of intent to acquire
substantially all of the assets of a Texas corporation (the Seller),
which include two radio stations in Texas. The letter of intent
calls for the acquisition of substantially all of the assets of the
Seller, including the two radio stations, for approximately $750,000
made up of cash, notes, Company stock and/or other consideration.
This acquisition is contingent upon Federal Communications
Commission approval.
In April 2000, the Company executed a letter of intent to acquire
substantially all of the assets of a Nevada corporation (the
Seller), which includes two radio stations. The letter of intent
calls for the acquisition of substantially all of the assets of the
Seller, including the two radio stations, for approximately
$3,000,000 made up of cash, notes, Company stock and/or other
consideration.
This acquisition is contingent upon Federal Communications
Commission approval.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
OVERVIEW
The following discussion and analysis should be read in conjunction with the
balance sheet as of December 31, 1999 and the financial statements as of and for
the three and six months ended June 30, 2000 and 1999 included with this Form
10-QSB.
We are considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, and we intend to provide branded,
interactive information and programming as well as merchandise to music
enthusiasts worldwide.
Readers are referred to the cautionary statement, which addresses
forward-looking statements made by the Company.
We entered into a Time Brokerage Agreement (the "Agreement") with Watts
Communications Inc. on June 1, 1999. The Agreement was initially for 12 months,
but was extended through June 30, 2000. At which time we were unsuccessful in
our attempt to exercise the irrevocable option to purchase substantially all of
the assets of Watts Communications Inc. (the "Seller"), subject to Federal
Communications Commission approval, which also granted us the radio air time for
four radio stations for the period of the Agreement.
On July 3, 2000, we were named as a defendant in a lawsuit brought by the
Seller, seeking unspecified damages and attorney's fees.
We filed a counterclaim on July 7, 2000, alleging that the Seller breached its
agreement to sell the radio stations to us. We are seeking to require the Seller
to perform its obligations to sell the radio stations. We are also seeking to be
reimbursed for damages arising from the Sellers breach of contract.
We believe that the allegations on which the Seller relies in its claim for
damages are false. We also believe that the our claims for breach of contract
have merit. Therefore, we intend to defend vigorously against the Seller's claim
and to pursue our counterclaim vigorously.
While the outcome of this litigation, as with litigation generally, is
inherently uncertain, we believe that the ultimate resolution of this proceeding
would not be likely to have a material adverse effect on our business or
financial condition.
Under the Agreement, we operated the four radio stations and received the right
to receive payment for any commercial or program time sold during the term of
the Agreement.
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RESULTS OF OPERATIONS
Quarter Ended June 30, 2000 and 1999
For the quarter ended June 30, 2000 we generated revenues of approximately
$126,238 through the Time Brokerage Agreement with the Stations. Revenues
primarily consisted of commercial or program time sold. We generated $49,217
revenues for the quarter ended June 30, 1999, as we had just commenced
operations.
We incurred a net loss of approximately $216,979 for the quarter ended June 30,
2000 as compared with a net loss of $77,714 for the quarter ended June 30, 1999.
Our operating expenses consist primarily of broadcast operations, sales and
marketing and general and administrative expenses. General and administrative
expenses increased to $237,526 for the quarter ended June 30, 2000 from $83,451
for the quarter ended June 30, 1999, and principally includes payroll and
related taxes; professional fees for consulting, business development, legal and
accounting; office supplies expense; travel expense and organizational costs.
Broadcast operating expenses increased to $47,623 for the quarter ended June 30,
2000 from $43,480 for the quarter ended June 30, 1999, and consisted primarily
of those expenses incurred in connection with the management of the Stations.
Sales and marketing expenses were $34,924 for the quarter ended June 30, 2000,
and were incurred in connection with the development of advertising revenues.
Also as a result of an unsuccessful attempt to exercise the purchase option
related to the Time Brokerage Agreement, we recorded $23,144 as a provision for
bad debts for the estimated amount of receivables which the Seller has collected
and not remitted to us.
The results of operations for the quarter ended June 30, 2000 are not
necessarily indicative of the results for any future interim period or for the
year ending December 31, 2000. We expect to expand upon obtaining capital and
financing for our planned principle operations.
Six Months Ended June 30, 2000 and 1999
For the six-months ended June 30, 2000 we generated revenues of approximately
$252,403 through the Time Brokerage Agreement with the Stations. Revenues
primarily consisted of commercial or program time sold. We generated $49,217
revenues for the six-months ended June 30, 1999, as we had just commenced
operations.
We incurred a net loss of approximately $382,606 for the six-months-ended June
30, 2000 as compared with a net loss of $176,762 for the six-months-ended June
30, 1999. Our operating expenses consist primarily of broadcast operations,
sales and marketing and general and administrative expenses. General and
administrative expenses increased to $437,742 for the six-months ended June 30,
2000 from $182,499 for the six-months ended June 30, 1999, and principally
includes payroll and related taxes; professional fees for consulting, business
development, legal and accounting; office supplies expense; travel expense and
organizational costs. Broadcast operating expenses increased to $100,690 for the
six months ended June 30, 2000 from $43,480 for the six months ended June 30,
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1999, and consisted primarily of those expenses incurred in connection with the
management of the Stations. Sales and marketing expenses were $70,557 for the
six-months ended June 30, 2000, and were incurred in connection with the
development of advertising revenues. Also as a result of an unsuccessful attempt
to exercise the purchase option related to the Time Brokerage Agreement, we
recorded $23,144 as a provision for bad debts for the estimated amount of
receivables which the Seller has collected and not remitted to us.
The results of operations for the six-months ended June 30, 2000 are not
necessarily indicative of the results for any future interim period or for the
year ending December 31, 2000. We expect to expand upon obtaining capital and
financing for our planned principle operations.
Liquidity and Capital Resources
Our operating requirements have exceeded our cash flow from operations as we
continue to build our business. Operating activities during the six-months ended
June 30, 2000 used cash of $86,020. Operating activities were primarily funded
through proceeds from the sale of common stock of $25,000 and proceeds from the
issuance of debt of $25,000 and the use of approximately $40,000 of cash on hand
at December 31, 1999. At June 30, 2000 we had cash and cash equivalents of
approximately $1,728.
During April 1999, we began offering subscriptions for the sale of up to
11,000,000 shares of our common stock at $0.05 per share, which was increased to
$0.25 in the third quarter of 1999. As of June 30, 2000, cash proceeds of
approximately $200,000 were received through the sale of 1,566,667 shares in
connection with this offering. An additional 6,376,221 shares of common stock,
valued at approximately $451,000, were issued in exchange for services,
satisfaction of debt and a license agreement. We need the proceeds of this
offering to expand our operations and finance our future working capital
requirements. Based upon our current plans and assumptions relating to our
business plan, we anticipate that we may need to seek additional financing to
fund our proposed acquisition strategy.
CAUTIONARY STATEMENT
This Form 10-QSB, press releases and certain information provided periodically
in writing or orally by the Company's officers or its agents contain statements
which constitute forward-looking statements within the meaning of Section 27A of
the Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to specifically
identify forward-looking statements. Those statements appear in a number of
places in this Form 10-QSB and in other places, particularly, Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
include statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (i)
the Company's liquidity and capital resources; (ii) the Company's financing
opportunities and plans and (iii) the Company's future performance and operating
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results. Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following: (i) any material inability of the Company to successfully
identify, consummate and integrate the acquisition of radio stations at
reasonable and anticipated costs to the Company; (ii) any material inability of
the Company to successfully internally develop its products; (iii) any adverse
effect or limitations caused by Governmental regulations; (iv) any adverse
effect on the Company's continued positive cash flow and abilities to obtain
acceptable financing in connection with its growth plans; (v) any increased
competition in business; (vi) any inability of the Company to successfully
conduct its business in new markets; and (vii) other risks including those
identified in the Company's filings with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise the forward
looking statements made in this Form 10-QSB to reflect events or circumstances
after the date of this Form 10-QSB or to reflect the occurrence of unanticipated
events.
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PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
On July 3, 2000, the Company was named as a defendant in a lawsuit titled
Cause No. 00-07-370; Watts Communications, Inc. vs. American Communications
Enterprises, Inc., which is currently pending in the 35th Judicial District
Court in Brown County, Texas. The plaintiff in this action is Watts
Communications, Inc. The action arises out of a contract between the Company
and the plaintiff to purchase radio stations located in Brownwood and Coleman,
Texas. The plaintiff seeks unspecified damages and its attorney's fees.
The Company filed a counterclaim on July 7, 2000, alleging that the
plaintiff breached its agreement to sell the radio stations to the Company. The
Company is seeking to require the plaintiff to perform its obligations to sell
the radio stations. The Company is also seeking to be reimbursed for its damages
arising from the plaintiff's breach of contract.
Management believes that the allegations on which the plaintiff relies in
its claim for damages are false. Management also believes that the Company's
claims for breach of contract have merit. Therefore, the Company intends to
defend vigorously against the plaintiff's claim and to pursue its counterclaim
vigorously.
While the outcome of this litigation, as with litigation generally, is
inherently uncertain, management believes that the ultimate resolution of this
proceeding would not be likely to have a material adverse effect on our business
or financial condition.
ACE is involved in litigation from time to time in the ordinary course of
its business. In management's opinion, the outcome of all pending legal
proceedings, individually and in the aggregate, will not have a material adverse
effect on the Company.
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
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, thereunto duly authorized.
09/21/2000 /s/ Robert E.Ringle
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Date Robert E. Ringle,
Vice-President, Treasurer
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