Sunrise Broadband Group Inc (fka SBBD)

[DFLY]

As per PR seems confusing to me about merger and what it entails for both YTLI and SBBD holders. Looks like current YTLI holders may be getting the worst of it imo.


>>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.(how long?) The dividend (in trust) to Sunrise common shareholders will be based upon the Sunrise shareholders of record on October 30, 2006.(now that sounds good imo but at what rate?Dont remember but I believe the exchange rate was noted in a PR) 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. (sounds pretty cool to me sounds though the 4 divvy quarterly payments but dont know why not a lump payment to SBBD holders stead of 4 quaterly payments.Seems a lil long to wait if thats all SBBD holders get. Ill look into it more and catch up here.)

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.(well id sure hope so)

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