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.
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(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
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(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 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
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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
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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
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FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Item/Exhibit No. Document Page
- ---------------- -------- ----
Item 7 (a) Pro Forma Financial Information 5
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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.
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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
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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
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Total liabilities 195,608 195,608
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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
=========== ========== ===============
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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.
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AMERICAN COMMUNICATIONS ENTERPRISES, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(Unaudited)
<CAPTION>
Historical (c) Licenses (d) Pro Forma
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<S> <C> <C> <C>
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
------------------
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225,979 80,000 305,979
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NET LOSS $ 176,762 $ 80,000 $ 256,762
================== ==================== ==================
NET LOSS PER SHARE, as adjusted (e) $ 0.01 $ 0.00 $ 0.01
================== ==================== ==================
</TABLE>
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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.
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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.
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