Published on February 25, 2014
American Wireless & Entertainment Overview American Wireless & Entertainment, Inc. (AWE), a Wyoming C corporation, www.awe-radio.com will acquire and operate over 2,000 cash flow positive small and medium market US radio stations tying in both wireless and Internet Radio services it will own and operate along with its in-house media rep firm for national/international advertising sales creating a multi-platform, multi-media, multi-national operation using off the shelf technology. Its management team consists of experienced and seasoned experts in each division – terrestrial radio, wireless, Internet and media advertising – many of them with 30 plus years of personal experience – all of whom have personally invested in the company as well. Dain L. Schult - Chairman and Chief Executive Officer (http://www.linkedin.com/in/dainschult) Larry Fuss - Chief Operating Officer – Terrestrial Radio Division Chris Romine – Chief Operating Officer – Wisplinx Division Derek Haake – Chief Operating Officer – American Internet & Radio Division Gene Ferry – Media Rep Firm Chief Operating Officer The Company maintains a depth chart of available personnel in every department and discipline of radio, wireless and Internet services. On top of that the chart also keeps tabs on service providers that AWE can turn to, when needed, for additional assistance in accounting, auditing and legal services for both FCC and SEC matters. This depth chart is updated quarterly and gives the company the ability to call on the right people at the right time. AWE will oversee the gradual transition of terrestrial radio listeners to Internet radio. It has agreed to acquire 3 established wireless companies that produce their own proprietary and patented hardware and software and can build out WiFi, Super WiFi and IPTV systems anywhere in the world. AWE will also acquire several Internet service companies to create client websites, social network websites and Internet radio station networks. There are no turnarounds or startups involved. All of these industries are recession proof. The Company seeks a capital investment/infusion of $500,000,000 to affect the proposed acquisitions. A portion of the proceeds will be used to AWE publicly trading domestically. The Company is already operating its first Internet Radio station - www.netclassichits.com – and its first social network website www.intelligentmommy.com AWE anticipates the following sales and earnings results with just this first phase of operations: Sales Cash Flow Year One 2,386,068,000 30% Year Two 2,743,978,200 36% Year Three 3,155,574,930 41% Year Four 3,628,911,170 45% Year Five 4,173,247,846 49% AWE proposes to buy stations and these other media businesses with a combination of equity investment and non-recourse loans and the company's publicly trading common stock. Some medium market radio stations, when being acquired from an already existing large consolidator may be strictly all cash transactions. The Company believes that there are opportunities for it to acquire small to medium market properties in a number large enough to create a platform for profound changes in entertainment, news dissemination and ecommerce to significantly increase revenue and cash flow within months after acquisitions are made. These opportunities are: • Improved pricing
American Wireless & Entertainment Overview • Reduced promotional expenses • Better knowledge of the market • Improved inventory control • Excellent ability to broaden audience • Greater flexibility to increase commercial spot load • Lower overhead and facilities expenses Radio station sellers, like other business owners who sell into the Company, will become stockholders in AWE and therefore, become "goodwill ambassadors" for the company as it benefits them to see their former stations and the group, as a whole, succeed. The better AWE performs, the greater the value of the stock they own. Each seller will be invited to become a member of the Board of Advisors to be formed once the company is trading. Based on Management’s experience and contacts, the Company believes that there are a significant number of radio station owners, wireless and Internet services owners who are willing to sell their businesses to AWE using this approach. The owners will benefit from selling to a public company that will include a reduced/deferred tax load on them at the time of sale (like-kind stock exchange) as well as the opportunity for them to make considerably more money on the sale of their stations due to potential stock value appreciation versus the fixed profit they would make from an all cash sale. This approach will also give sellers the ability to honestly tell everyone in town that they're still part owners of the stations they've sold to AWE since they are stockholders. This will help local businesspeople to feel more comfortable with AWE's purchase of the station. AWE will pursue a regionally focused acquisition strategy. AWE proposes to purchase small and medium market radio stations across the US that are cash flow positive. The Company's management ("Management") believes that the non-major metro areas offer many attractively priced acquisition candidates compared to the larger cities and provides more opportunities for creation of wireless ISPs (“WISPs”) and Internet services. AWE will strive to locate acquisition candidates that are already successfully positioned in their markets and are already profitable. A Successful Consolidation Plan = Incremental Sales + Operational Savings Besides its regional focus, AWE's growth strategy is founded upon the achievement of certain values, including, but not limited to, the generation of incremental sales and the realization of operational cost savings. National and regional advertisers will be able to purchase the entire AWE group as a network with one media buy via the firm's virtual rep firm service. Under current market conditions, an advertiser would not be able to roll out a campaign targeting smaller markets without entering into a number of separate media purchases. Management anticipates that AWE's ability to market its entire network will result in a combined advertising approach with a distinctly higher component of national and regional advertising versus local direct retail advertising. National and regional advertising can often command premiums over local ad rates by as much as double local advertising rates in smaller towns. AWE's accumulation plan benefits will also be realized by the reduction of overhead expenses and resultant cost savings. AWE will utilize Internet-delivered voice and music programming from centrally located control locations. Additionally, all AWE groups will operate with centralized accounting, billing, marketing and promotions systems, and specialized in-house sales training programs for all Company salespeople. Each station's general manager will have more time to focus on sales instead of administration because of the centralized services from the Company that will free their time from those duties. Further, AWE will utilize "circuit rider managers" - managers who will serve on-site as general manager in one town but also oversee the operation of other stations in its region of a state. As a prelude to accessing private equity groups and hedge funds for the $500M master plan, the Company also seeks $5,000,000 in bridge funding to facilitate AWE commencing to trade domestically on OTCBB/QB, as a prelude to moving to a larger exchange in the future as well to cover the acquisition of ten radio stations and an Internet services company that currently operates
American Wireless & Entertainment Overview www.campusshift.com among other social network websites. Included in this overview is a Use of Proceeds for that bridge funding along with projections on just these ten radio stations and Campus Shift. The Company is proposing a convertible note with warrants and Board seat for this $5M. For more detailed information contact Dain Schult, Chairman/CEO at 512-249-9600 or DSchult@awe-radio.com Use of Proceeds of Bridge Loan to American Wireless & Entertainment, Inc. Proceeds Source Bridge Loan 5,000,000 TOTAL 5000000 Proceeds Use Legal, Accounting, Auditing Fees Management Fee Consulting Fees Purchase of Trading OTCBB Shell Financial Consultant Fees Wisplinx - Deferred Acquisition Costs Austin Office Move/Setup Initial Travel Expenses Acquisition of 10 Station Radio Grp Acquisition of Campus Shift Down Pyt Wireless Companies Tie Down Funds Working Capital TOTAL 150,000 300,000 350,000 500,000 250,000 50,000 85,000 2,500,000 500,000 200,000 115,000 5000000 These proceeds will allow the Company to be able to: Prepare Company for public trading and successful merger into a trading OTCBB/QB shell to be able to commence public trading in approximately 60 days. Cover the initial acquisition costs of first radio station group (10 stations), Book Defy, LLC which includes campusshift.com and the tie down of 3 wireless companies. Cover initial startup of Austin offices plus cover initial fees to management team members.
American Wireless & Entertainment Overview First Radio Station Acquisitions plus the Acquisition of Campusshift.com - With No Revenue from Wireless 5 Year Projections Y1 Y2 Y3 Y4 Y5 Net Revenue 3,992,550 $12,670,060 $16,814,825 $21,767,140 $27,964,595 Operating Expenses $2,980,297 $2,881,959 $4,336,749 $5,433,604 $6,965,221 EBITDA (before Corp) $1,012,253 $9,788,101 $12,478,076 $16,333,536 $20,999,374 Corporate Expenses $625,000 $681,250 $742,563 $809,393 $882,239 ARE BCF $387,253 $9,106,851 $11,735,514 $15,524,143 $20,117,135 10% 72% 70% 71% 72% Cash Flow Margins Notes: These projections represent the following assumptions: The acquisition of 8 radio stations (2 FMs in American Samoa) and 6 stations between Greenville, Cleveland and Indianola, MS along with several construction permits for new stations and Book Defy LLC - campusshift.com. The infusion of $505,000 in Year One in upgrades/improvements made in existing stations plus utilizing existing construction permits to build out and bring two additional FM radio stations on air and into the group, bringing the total to 10, that begins positively impacting the bottom line in Year Two plus the spool up of Campusshift.com. Assuming 6% annual growth in expenses and 15% growth on the radio stations with the bulk of that growth coming from Internet services included in station operations. These projections do not include any wireless services revenue or expenses - assuming only the operation of the radio stations and campusshift.com Projections are based off of historical financial performance figures by the existing stations (2012/2013) provided by seller and the projections provided by the ownership of Book Defy, LLC campusshift.com
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