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Wednesday, 11/01/2006 8:10:02 PM

Wednesday, November 01, 2006 8:10:02 PM

Post# of 216
YTEL was no more than a shell IMO and the one big reason for the merger was to accelerate the process to become a listed company for SBBD. Once this happens the $25 million comes into play!!! The five million shares that YTEL must issue is nothing. With most of these companys on the PS or BB this number would be more like 50 million.

"Item 1.01 Entry into a Material Definitive Agreement
Y-Tel, on October 17, 2006, 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 a cable network license. Y-Tel agreed to issue two series of preferred stock to Sunrise shareholders, one for preferred shareholders of Sunrise, Series A (2,550,000 shares) voting as super majority of common, convertible to common under certain terms and one for common shareholders of Sunrise (1,800,000 shares), Series B, which Series B 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.

Series C Preferred shares have been authorized in the amount of 650,000 shares.

The closing of the transaction is subject to delivery of audits for Sunrise Television Networks, Inc. and its subsidiary Sunrise Broadband of Colorado, by December 31, 2006, which may take up to 60 days."

If your looking for a one nite stand this may not be the one for you but I believe PPS will increase once two things happen,1 deliver the audited financials,which IMO are close to being completed and 2 the ability to draw down on the $25 million!!!!!

GLTA
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