posted
ill give ya some reasons to buy. 1-no revs rept yet as of last filing 2-towers are completed and more going up(will rep revs for first time since in operation on upcomig filing soon.(why o/s is high)but is 50% of a/s so not ripe for r/s. 3-profit margin on each tower is like 400% 4-main customers,sprint,cingular,verizon and more 5-paid year in advance 6-contracts are for 30 years-6-5yr intervals 7- price is way undervalued.should be at least .0022
captn over and out
-------------------- WHADDYA MEAN I CAN BE PRESIDENT OF THE USA.ITS STILL WE THE PEOPLE.RIGHT? Posts: 2048 | From: THE LAND OF CAPS LOCK. | Registered: Oct 2004
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posted
Capt- not being hostile here, but are you serious? I didn't read all of this, but the first few parargraphs kinda says it all.....I don't know about this one.....IMHO
ITEM 6. MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS Overview
Currently, we are not active in developing any wireless telecommunication facilities because of a lack of external financing and insufficient revenue to cover our operating costs. If we do not obtain external financing, we will be forced to cease our business operations. Due to our lack of funding, we are
pursuing a merge with a third party. As of December 31, 2004, we had $20,434 cash on hand. We currently do not have a source of revenue to cover operating costs to allow us to continue as a going concern. Accordingly, our independent accountants have included in our financial statements a going concern qualification footnote. There can be no assurance that we will be able to continue our tower operations.
In addition, on December 30, 2004, we issued a Promissory Note to EMEGC in the principal amount of $1,696,886.47. Under the terms of the Promissory Note, we are obligated to pay the principal and accrued interest immediately upon written demand from EMEGC, but no sooner than April 1, 2005. Interest accrues on the outstanding principal balance of the Promissory Note at a daily rate, the denomination of which is three hundred sixty (360), and the numerator of which is the Prime Rate plus three (3%). Accrued interest on the outstanding principal balance of the Promissory Note is due and payable on the quarterly anniversary of the execution of the Promissory Note and on each subsequent quarterly anniversary thereafter. The Promissory Note is secured by all of our assets pursuant to a Security Agreement, dated December 30, 2004. In the event that we are unable to repay the Promissory Note when due, we could lose all of our assets, including, but not limited to, all of our wireless telecommunication facilities and be forced to cease our operations.
Due to our lack of funding for construction and insufficient revenue, we will not proceed into construction for previously anticipated facilities for Cingular Wireless at Dodge High, East Crisp, Lamar, Huntington, Big Branch, Chauncey and Davis. On January 7, 2005 our Board of Directors determined that there was an inability to continue with the seven additional sites for Cingular Wireless due to a lack of funding. It was determined by our Board of Directors that these contracts would be transferred to another party which has the funds to complete the sites. These sites are being transferred to EMEGC in consideration of not charging interest amounts owed to EMEGC from Alliance Towers from October 2003 to the effective date of the EMEGC Promissory Note.
Balance Sheet. At December 31, 2004 we had total assets of approximately $2,252,664 and current liabilities of $3,441,888. As December 31, 2003, we had total assets of approximately $638,009 and had current liabilities of approximately $1,095,108.
Income Statement. For the year ended December 31, 2004 and 2003, we had revenue of $141,255 and $1,919 respectively. This increase is attributable to nine cellular wireless towers, which were completed through 2004. Our main operating expenses consist of payroll expenses, consulting expenses and the costs of complying with the reporting requirements of the Securities Act of 1933, including legal and accounting fees. For the year ended December 31, 2004, we recorded $1,685,865 in Total Operating Expenses, consisting of $201,405 in payroll expenses, $922,261 in consulting expenses, $70,535 in general and administrative expenses, $116,589 in professional fees, $41,460 in ground lease and related costs and $42,142 in depreciation expense. We also incurred a net loss for the year of $1,665,375 compared to a net loss of $279,689 for the year-end December 31, 2003.
Recent Accounting Pronouncements. On December 16, 2004 the FASB issued SFAS No. 123(R), Share-Based Payment, which is an amendment to SFAS No. 123, Accounting for Stock-Based Compensation. This new standard eliminates the ability to account for share-based compensation transactions using Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and generally requires such transactions to be accounted for using a fair-value-based method and the resulting cost recognized in our financial statements. This new standard is effective for awards that are granted, modified or settled in cash in interim and annual periods beginning after June 15, 2005. In addition, this new standard will apply to unvested options granted prior to the effective date. We will adopt this new standard effective for the fourth fiscal quarter of 2005, and have not yet determined what impact this standard will have on our financial position or results of operations.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . ." This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this Statement will have any immediate material impact on the Company.
In December 2004, the FASB issued SFAS No. 152, Accounting for Real Estate Time-sharing Transactions, which amends FASB statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management believes the adoption of this Statement will have no impact on the financial statements of the Company.
In December 2004, the FASB issued SFAS No.153, Exchange of Nonmonetary Assets. This Statement addresses the measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetrary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued. Management believes the adoption of this Statement will have no impact on the financial statements of the Company
Results Of Operations For The Year Ended December 31, 2004, As Compared To The Year Ended December 31, 2003
Revenues. For the year ended December 31, 2004 and 2003, we had revenue of $141,255 and $1,919 respectively. This increase is attributable to lease proceeds we received on recently completed tower facilities.
Operating expenses. For the year ended December 31, 2004, we had total operating expenses of $1,685,865, as compared to total operating expenses of $270,240 for the year ended December 31, 2003, an increase of $1,415,625 or 524%. This increase is primarily attributable to increased payroll expenses, professional fees and consulting expenses that were incurred as a result of our development of tower facilities for the wireless communications industry.
Net Income (Loss). For the year ended December 31, 2004, we had a net loss of $1,665,375, as compared to a net loss of $279,689 for the year ended December 31, 2003, an increase of $1,385,686 or 495.44%. This increased loss is primarily attributable to the increased operating expenses that we incurred as a result of our development of tower facilities for the wireless communications industry.
Liquidity And Capital Resources
As of December 31, 2004, we had $20,434 cash-on-hand compared to $33 on December 31, 2003. Our total current liabilities exceed our current assets.
Working Capital
We had a net working capital deficit of $3,121,487 for the year-end December 31, 2004, as compared to a net working capital deficit of $1,043,756 for the year ended December 31, 2003, an increase of $2,077,731 is an increase of 50.2%. The increase in working capital deficit was a result of nine communication towers being completed and accumulation of payroll and other expenses in the year ended December 31, 2004.
In addition, on December 30, 2004, we issued a Promissory Note to EMEGC in the principal amount of $1,696,886.47. Under the terms of the Promissory Note, we are obligated to pay the principal and accrued interest immediately upon written demand from EMEGC, but no sooner than April 1, 2005. Interest accrues on the outstanding principal balance of the Promissory Note at a daily rate, the denomination of which is three hundred sixty (360), and the numerator of which is the Prime Rate plus three (3%). Accrued interest on the outstanding principal balance of the Promissory Note is due and payable on the quarterly anniversary
of the execution of the Promissory Note and on each subsequent quarterly anniversary thereafter. The Promissory Note is secured by all of our assets pursuant to a Security Agreement, dated December 30, 2004. In the event that we are unable to repay the Promissory Note when due, we could lose all of our assets, including, but not limited to, all of our wireless telecommunication facilities and be forced to cease our operations.
In addition, as of June 4, 2004, we issued a Secured Convertible Debenture to Cornell Capital Partners in the principal amount of $250,000. The convertible debenture accrues interest at the rate of 5% per year. The convertible debenture has a term of 3 years and is secured by all of our assets. At Alliance Towers' option, the entire principal amount and all accrued interest can be either: (i) paid to the holder of the convertible debenture on the third-year anniversary of the convertible debenture or (ii) converted into shares of Alliance Towers common stock. The convertible debenture is convertible into shares of our common stock at a price per share that is equal to the lesser of: (i) an amount equal to 120% of the closing bid price of our common stock as of the date of the convertible debenture or (ii) an amount equal to 80% of the average of the lowest daily volume weighted average price of our common stock for the five trading days immediately preceding the conversion date. The convertible debenture accrues interest at a rate of 5% per year and is convertible at the holder's option. At Alliance Towers' option, the convertible debenture may be paid in cash or converted into shares of our common stock unless converted earlier by the holder. Except after an event of default, as set forth in the Secured Convertible Debenture, the holder is not entitled to convert such debenture for a number of shares of our common stock in excess of that number of shares which, upon giving effect to such conversion, would cause the aggregate number of shares of common stock beneficially held by such holder and its affiliated to exceed 4.99% of our outstanding shares of common stock. After our 15C 211 application filed with the NASD was declared effective, we will issue a second Secured Convertible Debenture to Cornell Capital Partners on July 6, 2004 in the principal amount of $125,000 upon the same terms and conditions as the first Secured Convertible Debenture described above. We are currently in default on our obligations to Cornell Capital Partners, as the Company has not had a registration statement declared effective by the Securities and Exchange Commission with respect to the registration of shares of common stock underlying the Secured Convertible Debenture.
Cash Flow from Operating Activities
Net cash used by operating activities for the year ended December 31, 2004 was $94,751, as compared to net cash used by operating activities of $69,112 for December 31, 2003. The increase is due to the increase in business activity from the completion of 9 additional communication towers.
Cash Flow from Investing Activities
Net cash used by investing activities for the year ended December 31, 2004 and 2003 was $1,841,171 and $587,461 respectively. During 2004 we entered into a Note Payable with our contractor for the construction of the nine towers completed this year and the expenses involved with the completion of the three towers in the previous year.
Cash Flow from Financing Activities
Net cash provided by financing activities for the year ended December 31, 2004 was $1,956,323, as compared to $656,606 for December 31, 2003. Through the issuance of note payable and the accumulation of accounts payables we were capable of completing nine communication towers. We have also received $375,000 in convertible debentures in 2004.
We will need to raise additional capital to fund our proposed business operations and to develop our Company's business strategy for the next twelve months and beyond. We have no cash resources currently available to satisfy our cash requirements for the next twelve (12) months.
On December 12, 2003, we entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP. Pursuant to the Standby Equity Distribution Agreement and subject to an effective registration statement, we may, at our discretion, periodically issue and sell to Cornell Capital Partners shares of common stock for a total purchase price of $10 million. The amount of each advance is subject to an aggregate maximum advance amount of $450,000 in any thirty-day period, provided that each advance may not exceed $150,000. If we
obtain an effective registration statement, Cornell Capital Partners will be required to purchase shares of our common stock for a 1% discount to the lowest closing bid price of our common stock for the 5 days immediately following the notice date. In addition, Cornell Capital Partners will retain 4% of each advance under the Standby Equity Distribution Agreement and receive a one-time commitment fee of $490,000, payable by the issuance of a convertible debenture. Cornell Capital Partners intends to sell any shares purchased under the Standby Equity Distribution Agreement at the then prevailing market price. Currently, the Company is in default on its obligations under the Standby Equity Distribution Agreement.
Changes in Number of Employees. Our Company currently has two (2) employees, Robert Sandburg, our Chief Executive Officer and Michael Delin, our Chief Financial Officer. As of the date hereof, we do not anticipate hiring any employees.
Going Concern Opinion
Our independent auditors have added an explanatory paragraph to their audit opinions issued in connection with the 2004 and 2003 financial statements which states that our Company does not have significant cash or other material assets to cover our operating costs and to allow us to continue as a going concern. Our ability to obtain additional funding will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The following is an unaudited pro forma balance sheet to assist the reader in determining the impact of the previously mentioned subsequent events which have occurred and which are anticipated to occur. The amounts used were as of the December 31, 2004 balance sheet.
Posts: 347 | From: Kansas City, MO, USA | Registered: Jun 2003
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yep, I found all the DD on this one on the under .10 board. Stocks like this, you can live or die by, although we all know you usually die. I have found this out the hard way......
Posts: 347 | From: Kansas City, MO, USA | Registered: Jun 2003
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Hey Glassman, everything is good outside investing. Lost my rear on one particular stock, been holding in a few for several months, they aren't doing much, but they are stable. Been buying some real estate recently.
Check out my post on PROTECH that I am going to put out for some discussion on this board. Thanks, and take care.
Posts: 347 | From: Kansas City, MO, USA | Registered: Jun 2003
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we shall see about this.i love prroving bashers wrong over and over and over again
-------------------- WHADDYA MEAN I CAN BE PRESIDENT OF THE USA.ITS STILL WE THE PEOPLE.RIGHT? Posts: 2048 | From: THE LAND OF CAPS LOCK. | Registered: Oct 2004
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