Y-Tel International, Inc., together with its subsidiaries, operates as a wholesale and retail provider of telecommunication, voice over Internet protocol, and Wi-Fi services and devices. It offers wireless broadband Internet and wholesale international long distance telecommunication services. The company deploys, manages, and operates wireless Wi-Fi networks. It offers a patent pending Wi-Fi HotSpot phone for retail customers that offers mobility and cost savings of making international long distance calls from home, business, hotel, or other places without plugged to a computer. The company also provides CellNet, which saves up to 70% to cell phone customers, while placing international long distance calls. Y-Tel International was founded in 2003 and is based in Baton Rouge, Louisiana.
Sunrise Broadband, Y-Tel International Merger on Track
Thursday September 7, 8:00 am ET
BROOMFIELD, Colo.--(BUSINESS WIRE)--Sept. 7, 2006--Sunrise Broadband Group (Pink Sheets:SBBD - News) announced today that the proposed merger with Y-Tel International, Inc. (OTCBB:YTLI - News) is on track. On July 18, 2006 Sunrise announced it had executed a definitive agreement to merge into Y-Tel International. Upon completion of the merger the surviving company Y-Tel would be renamed Sunrise Broadband Holdings, Inc.
Expected Timeline
Management has been diligently working to complete the registration and related audits. The audit of the parent company is completed and now the focus is on our subsidiaries. Once the registration is submitted to the SEC, the company is forecasting to complete the merger before the end of the year.
Cash Flow Requirements and Expected Timeline
Sunrise has secured an Equity Line Funding agreement with Dutchess Private Equity Funds, LP for up to $25 million to be drawn down at the Company's discretion. The funds will provide the capital needed to fully execute the new business model of the merged companies, including the acquisition of other companies.
Benefits of the Merger
The secured Equity Line Funding agreement requires that Sunrise become fully reporting. To this end management, with the assistance of its legal and financial advisors, have determined the Y-Tel merger would complete this requirement and accelerate the availability of funds. Armed with the capital to execute the merged business model, the new Company, Sunrise Broadband Holdings, will be positioned to deploy a full array of bundled products and services to current and new customers. Initially, the Company will rollout WiFi networks in rural markets where Sunrise currently or plans to have a cable presence. By adding a wireless network to the service area, the new Company will enhance its product offering by adding wireless broadband internet services, WiFi phones, and ATA devices.
The merger will enable the Company to become more streamlined to provide wireless, broadband, video, voice and data services over an integrated wireless and fiber Internet Protocol platform, improve customer support, speed and delivery of advanced services. Customers, both consumers and business, will stand to benefit from the improved technology and a more reliable, robust network infrastructure.
The combined company will have greater financial, technical, research and development, and marketing resources to better serve residential and business customers.
New Company Leadership
Calvin D. Smiley, Sr., Sunrise Broadband Group's Chairman and CEO, will retain the same position with Sunrise Broadband Holdings Inc. Y-Tel International's Chairman and CEO will assume the role of Executive Vice President of Strategic Development and will serve as a director. The new company will have five directors.
About Sunrise Broadband Group, Inc.
Headquartered in Broomfield, Colorado, Sunrise Broadband Group, Inc. is a developmental stage company focused on delivering broadband solutions to rural communities through strategic acquisitions and mergers. The Company has closed on its first cable television system and has selected additional strategic cable television systems all to be upgraded and consolidated, resulting in increased bandwidth, improved customer service, and improved reliability.
Sunrise Broadband is focused on delivering a true "triple-play" of Voice Over Internet Protocol (VoIP), Video-on-Demand (VoD), High-Speed Data services and other related broadband solutions. In completion of our goals the Company has executed a wholesale agreement providing a turn-key solution for offering VoIP and High-speed services under the Company's private label "Sunrise Phone." This proprietary cutting-edge technology will deliver low-cost and feature-rich broadband services to small and medium sized businesses and residential customers in the very near future. Sunrise Phone subscribers will have access to all standard telephone features with unlimited local and long distance calling anywhere in the US & Canada for a flat monthly rate. Additionally, high-speed Internet services including DSL, T1 and fiber optic connectivity will be offered.
Company information distributed through the Market Access Program is based upon information that Standard & Poor's considers being reliable, but neither Standard & Poor's nor its affiliate's warrant its completeness or accuracy, and it should not be relied upon as such. This material is not intended as an offer or solicitation for the purchase or sale of any security or other financial instrument.
Y-Tel International Completes Sunrise Broadband Acquisition
Thursday October 26, 8:00 am ET
BROOMFIELD, Colo., Oct. 26 /PRNewswire-FirstCall/ -- Sunrise Broadband Group, Inc., ("Sunrise") a Nevada corporation announced today that on October 17, 2006, the Company entered into an agreement with Y-Tel International, Inc., ("Y-Tel") a Delaware corporation that is listed on the Over-the-Counter Bulletin Board trading under the symbol "YTLI."
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Y-Tel has agreed to acquire Sunrise Television Networks, Inc., (STN) from Sunrise Broadband Group, Inc., by merging STN with a wholly owned subsidiary of Y-Tel called Sunrise Acquisitions, Inc. The transaction includes Sunrise Broadband of Colorado, Inc., holder of MMDS licenses serving southeast Colorado. Y-Tel agreed to issue two series of preferred stock to Sunrise shareholders, one for preferred shareholders of Sunrise, Series A and one for common shareholders of Sunrise, Series B, which is convertible to common and which will be restricted and held in trust for Sunrise common shareholders subject to a registration statement registering the underlying common conversion shares.
The dividend (in trust) to Sunrise common shareholders will be based upon the Sunrise shareholders of record on October 30, 2006. After registration, the Series B preferred shares will be converted to common shares of Y-Tel in four equal quarterly distributions, to shareholders of Sunrise Broadband as of October 30, 2006.
The closing of the transaction is subject to delivery of audits for Sunrise Television Networks, Inc. and its subsidiary Sunrise Broadband of Colorado, Inc. After the successful completion of certain company performance criteria the Series A Preferred shares will be eligible to convert to common shares of Y-Tel.
It should be noted that no Sunrise Broadband Group, Inc. share certificates will be surrendered in this transaction. Each shareholder of Sunrise securities will retain their ownership in Sunrise.
Over the next 60 days, Y-Tel's Board of Directors intends to present for shareholder approval the following items:
- change the Company's name to Sunrise Broadband Holdings, Inc.
- expand the Companies' stock authorization from 50 million common shares
to 500 million common shares
Symbol Change
If the shareholders approve the name change the NASD will assign a new trading symbol.
Management Change
With the completion of Phase 1, John T. Conroy has stepped down from his previous Chairman, Acting CEO/CFO position to accept his newly appointed position as EVP of Strategic Development and Director. Calvin D. Smiley, Sr. has been appointed Y-Tel's Chairman, CEO and President, while Daniel M. Smith has appointed Y-Tel's EVP, CFO and Director.
Board of Directors
The Board of Y-Tel now consists of: John T. Conroy, Calvin D. Smiley, Sr., Daniel M. Smith, Allan Tracey and Todd Wallace.
11-9-06 Todd Wallace has resigned as Director effective immediately and Greg Liptak has been appointed to the Board as a Director.
About Y-Tel International, Inc.
Y-Tel International, Inc. (OTC Bulletin Board: YTLI - News) is focused on delivering broadband solutions to rural communities through strategic acquisitions and mergers. The Company has closed on its first cable television system and has selected additional strategic cable television systems all to be upgraded and consolidated; resulting in increased bandwidth, improved customer service, and improved reliability. Y-Tel International is focused on delivering a true "triple-play" of Voice Over Internet Protocol (VoIP), Video-on-Demand (VoD), High-Speed Data services and other related broadband solutions. The Company plans to acquire rural cable television systems and synergistic technology to assist in executing its Strategic Business Plan. Y-Tel seeks to become the leading provider of Wi-Fi Internet Services and VoIP calling solutions.
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