AMERICAN COMMUNICATIONS ENTERPRISES INC
10QSB, 2000-09-21
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  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
          ------                                              ----------
(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
                                       --------------
                    (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)

                                       1
<PAGE>

                    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
<PAGE>




                    AMERICAN COMMUNICATIONS ENTERPRISES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                                   June 30, 2000   December 31,
                                                    (Unaudited)        1999
                                                   --------------  -------------
    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
                                                   --------------  -------------

Total Current Assets                                       4,789        113,839
                                                   --------------  -------------
   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
                                                   --------------  -------------

                                                        $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             -
                                                   --------------  -------------

          Total Current Liabilities                      405,030        271,916
                                                   --------------  -------------
COMMITMENTS AND CONTINGENCIES
   Capital Leases Obligation - Long Term                  17,054             -
                                                   --------------  -------------

Total Liabilities                                        422,084        271,916
                                                   --------------  -------------

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

                                                        $213,754       $314,825
                                                   ==============  =============




                    SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS




                                       3
<PAGE>

                    AMERICAN COMMUNICATIONS ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>


                                                                                             From
                                                                                           Inception
                                                                                              On
                                                                                            October
                                  Six-Months    Six-Months    Three-Months   Three-Months   29, 1998
                                    Ended          Ended         Ended         Ended        Through
                                   June 30,      June 30,      June 30,       June 30,      June 30,
                                     2000          1999           2000          1999          2000
                                 -------------  ------------  ------------   -----------   -----------
<S>                            <C>            <C>            <C>            <C>            <C>
    REVENUE

       Revenues                    $  252,403    $   49,217    $  126,238     $  49,217     $ 642,802
       Cost of goods sold             100,690        43,480        47,623        43,480       303,939
                                 -------------  ------------  ------------   ------------- ------------
          Gross Profit                151,713         5,737        78,615         5,737       338,863
                                 -------------  ------------  ------------   ------------- ------------
    EXPENSES

       General and administrative     437,742      182,499       237,526         83,451       987,820
       Sales and marketing             70,557             -        34,924             -       160,338
       Provision for bad debts         26,666             -        23,144             -        52,166
                                 -------------  ------------  ------------   -----------   -------------
          Total Expenses              534,965       182,499       295,594        83,451     1,200,324
                                 -------------  ------------  ------------   -----------   -------------
    Other Income (Expense)                646             -             -             -         2,309
                                 -------------  ------------  ------------   -----------   -----------

    Net loss before provision
    for income taxes                (382,606)     (176,762)     (216,979)      (77,714)     (859,152)
    Provision for income taxes             -             -             -             -             -
                                 -------------  ------------  ------------   ------------- ------------
    NET LOSS                     $  (382,606)   $ (176,762)   $ (216,979)    $ (77,714)    $(859,152)
                                 =============  ============  ============   ============= ============
    Weighted Average Loss Per share
    Basic and Diluted                (0.02)     $  (0.02)     $   (0.01)     $   (0.01)
                                 =============  ============  =============  =============
    Weighted Average Shares
    Outstanding
    Basic and Diluted              18,180,000    11,000,000    18,287,000    11,500,000
                                 =============  ============  ============   ===========
</TABLE>




                    SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS


                                       4
<PAGE>

                    AMERICAN COMMUNICATION ENTERPRISES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                       STATEMENTS OF STOCKHOLDERS' DEFICIT

                      FOR THE SIX-MONTHS ENDED JUNE 30, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                            Deficit
                                                                          Accumulated
                                                                           During the
                                                      Common Stock        Development
                                                   Shares       Amount       Stage
<S>                                               <C>           <C>      <C>

Balance, December 31, 1999                         17,917,420   $519,455  $(476,546)

      Issuance of common stock for cash               100,000     25,000        -0-
      Issuance of common stock for services
      ($.25/share)                                    425,468    106,367        -0-
      Net Loss for the six-months ended June
        30, 2000                                          -0-        -0-   (382,606)
                                                 ---------------------------------------

Balance, June 30, 2000                             18,442,888   $650,822  $(859,152)
                                                 =======================================
</TABLE>


                    SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS





                                       5
<PAGE>




                    AMERICAN COMMUNICATIONS ENTERPRISES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

 <TABLE>
<CAPTION>

                                                                                                      From
                                                                                                    Inception On
                                                                                                     October 28,
                                                 Six-Months   Six-Months   Three-Months Three-Months   1998
                                                 Ended        Ended           Ended       Ended      Through
                                                  June 30,     June 30,     June 30,     June 30,    June 30,
                                                    2000         1999        2000         1999         2000
                                                -----------  -----------  ----------   ---------   -----------
<S>                                             <C>          <C>          <C>          <C>         <C>

Cash Flows From Operating
 Activities

   Net Loss                                     $(382,606)   $ (176,762)  $ (216,979)  $ (77,714)   $ (859,152)
   Bad Debt Expense                                26,666           -         23,144          -         52,166
   Depreciation and Amortization                   26,400           -         12,450          -         44,550
   (Increase) Decrease in Receivables              40,499           -         15,199          -        (55,227)
   Increase (Decrease) in Payables an
accrued expenses                                   96,654       124,878       88,243      49,826       362,430
   Stock Issued for Services                      106,367           -         78,000           -       185,722
                                                 -----------  -----------  ---------- -----------  -----------
     Net Cash Provided (Used) by Operating
Activities                                        (86,020)      (51,884)          57     (27,888)     (269,511)
                                                 -----------  -----------  ----------   ---------   -----------
Cash Flows From Investing Activities
  Purchase of fixed assets                            -             -            -           -          (4,136)
                                                 -----------  -----------  ----------   ---------   -----------
Cash Flows From Financing Activities

   Advances from stockholder                       25,000           -            -           -          31,140
   Issuance of common stock                        25,000        12,500          -        12,500       200,100
   Issuance of debt                                   -          50,000          -           -          50,000
   Payments of Capital Lease obligation            (5,865)          -         (3,000)        -          (5,865)
                                                 -----------  -----------  -----------  ---------  -----------
      Net Cash Provided (Used) by Financing
Activities                                         44,135        62,500       (3,000)     12,500       275,375
                                                 -----------  -----------  ----------   ---------   -----------

Net (Decrease) Increase In Cash                   (41,885)       10,616       (2,943)     15,388         1,728

Cash at Beginning of Period                        43,613           -          4,671      26,004           -
                                                 -----------  -----------  ----------   ---------   -----------

Cash at End of Period                            $  1,728       $10,616    $   1,728    $ 10,616     $   1,728
                                                 ==========   ===========  ==========   ==========  ===========
Supplemental cash flow information:
Cash Paid For:
   Interest                                      $    -         $   -      $     -      $    -
                                                 ==========  ===========   ==========   ==========
   Income Taxes                                  $    -         $   -      $     -      $    -
                                                 ==========  ===========   ==========  ==========
Non-Cash Transactions:
   Equipment purchased under
capital lease                                    $ 34,379
                                                ----------
   Stock issued for services                     $106,367                  $ 78,000
                                                ----------                 ---------


</TABLE>




                    SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS



                                       6
<PAGE>



                    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.

                                       7
<PAGE>

            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
<PAGE>

            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.



                                       9
<PAGE>



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.

                                       10
<PAGE>

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,

                                       11
<PAGE>

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
---------------------------                           --------------------
         Date                                          Robert E. Ringle,
                                                     Vice-President, Treasurer

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