American Radio Empire SB2/A Registration of securities for small business issuer (amended)

As filed with the SEC on December 24, 2003 SEC Registration No. 333-111556

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMERICAN RADIO EMPIRE, INC.
(Exact name of registrant as specified in charter)

Nevada 4832 74-2901057
(State or Other (Primary Standard Industrial (IRS Employer
Jurisdiction of Classification Code Number) Identification
Incorporation or Number)
Organization)

13210 Kerrville Folkway, Building G
Austin, Texas 78729-7522
(512) 249-9600
(Address and telephone number of registrant's principal executive offices and
principal place of business)

Dain Schult
13210 Kerrville Folkway, Building G
Austin, Texas 78729-7522
(512) 249-9600
(Name, address and telephone number of agent for service)

copy to:

Thomas P. McNamara
Thomas P. McNamara, P.A.
2909 Bay to Bay Blvd., Ste. 309
Tampa, Florida 33629
(813) 837-0727

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of class of Price Proposed maximum Amount of
Securities to be per Share (1) aggregate offering Registration Fee
registered price (1)

Common Stock:

To be issued upon conversion
of convertible notes and sold by
the holders of such notes
(1,125,000 shares) $.20 $225,000

To be distributed by
Cytation Corporation
(291,165 shares) $.01 $ 2,912

To be sold by
Cytation Corporation
(208,835 shares) $.01 $ 2,088

Total (1,625,000 shares) $230,000 $18.63

(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457 under the Securities Act.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

As filed with the SEC on December 24, 2003. SEC Registration No. 333-111556

PROSPECTUS
AMERICAN RADIO EMPIRE, INC.

Maximum of 1,625,000 shares of our common stock.
The purchase price for shares will be determined by the market value of the stock.

This is our initial public offering so there is no public market for our shares.

Cytation Corporation ("Cytation"), a consulting firm unaffiliated with us, is
further described under "Selling Stockholders." It presently owns 500,000 shares
of our common stock. It intends to distribute an aggregate of 291,165 shares of
our common stock covered by this Prospectus to its stockholders as a dividend.
After such distribution, Cytation will own 208,835 shares of our common stock,
which are also covered by this Prospectus. Cytation intends to sell these shares
at the prevailing market price if a market for our shares develops, or in
negotiated transactions.

For purposes of computing the value of the consideration paid to Cytation in our
stock for consulting services, we have used an imputed value of $0.01 per share.

An aggregate of 1,125,000 shares of our common stock covered by this Prospectus
are reserved to be issued as payment to persons who hold our convertible notes
because they have lent money to us. This Prospectus covers the resale of this
1,125,000 shares by our noteholders. Our noteholders intend to sell these shares
at the prevailing market price if a market for our shares develops, or in
negotiated transactions.

We will not receive any cash proceeds from the sale of the common stock being
offered by this Prospectus.

The information in this Prospectus is not complete and may be changed. We may
not sell our shares until our registration statement filed with the Securities
and Exchange Commission is effective. This Prospectus is not an offer to sell
our shares, and it is not soliciting an offer to buy our shares in any state
where the offer or sale is not permitted.

The date of this Prospectus is May 5, 2004

This is a risky investment. We have described certain risks of this investment
under the caption "Risk Factors" beginning on page 10.

Expenses of the offering are estimated to be $40,000.

Neither the Securities and Exchange Commission nor any state
securities commission have approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

TABLE OF CONTENTS

SUMMARY........................................................................8
The Company...........................................................8
The Offering..........................................................8

RISK FACTORS...................................................................10

Because we incorporated in 1998, and have no opertating history or
revenues, we cannot assure that we will ever be
profitable.....................................................................10

Because we anticipate net losses for the foreseeable future, we
cannot assure that we will ever acquire any radio stations.....................10

If we are unable to complete our proposed acquisitions, you could
lose all or substantially all of your investment...............................10

If programming on the radio stations we plan to purchase is not
acceptable to the public, we will not generate revenue sufficient to stay
in business....................................................................10

We have no current arrangements to provide the substantial additional
capital required to implement our business plan................................11

If we acquire radio stations, their financial success will be
substantially dependent on advertising revenue.................................11

We may be unable to continue as a going concern........................11

If we lose key personnel, including on-air talent, our business could
be disrupted, and our financial performance could suffer because the station
may lose listeners.............................................................12

If we cannot renew an FCC license for a particular station that we
hope to acquire, your investment will be at risk because we would be unable
to operate that station........................................................12

We may lose audience share and advertising revenue to competing radio
stationsor other media competitors.............................................12

Management controls the Company and will make all decisions affecting
the Company's business.........................................................12

We do not currently intend to pay dividends on our common
stock..........................................................................13

If our stock price fluctuates after this offering, you could lose a
significant part of your investment............................................13

The issuance of additional shares of common stock, including shares
issuable upon exercise of outstanding warrants, will dilute the interests
of our stockholders............................................................15

There may not be a market for our common stock.........................15

The stock issued in this offering will likely be subject to the "penny
stock" rules...................................................................15

We expect our stock price to be volatile...............................16

Any market for the shares which does develop may be illiquid...........16

State requirements may limit resales of the stock......................16

USE OF PROCEEDS................................................................16

PLAN OF DISTRIBUTION...........................................................17

DESCRIPTION OF BUSINESS........................................................18
The Company...........................................................18
Overview of Business..................................................18
Industry Overview.....................................................20
Historical Trends in Ad Revenues......................................20
Industry Consolidation................................................21
Radio Industry Conditions.............................................21
Competition...........................................................22
Overview of Operating Model and Growth Strategy.......................22
The Internet..........................................................23
Programming...........................................................24
Broadcast Equipment...................................................25
Competitive Position in the Market....................................25
Government Regulation - Federal Communications Commission.............25
Acquisition and Closing Process.......................................26
Company Offices.......................................................28
Employees.............................................................29

THE LAMPASAS AGREEMENT.........................................................29

CYTATION AGREEMENT.............................................................30

LEGAL PROCEEDINGS..............................................................31

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS.......................................31

LIMITATION ON LIABILITY AND INDEMNIFICATION OF
DIRECTORS AND OFFICERS......................................................33

EXECUTIVE COMPENSATION.........................................................33
Employment Agreements; Executive Compensation.........................34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT..............................................................35

SELLING SHAREHOLDERS...........................................................36

CONVERTIBLE NOTES..............................................................38

DESCRIPTION OF SECURITIES......................................................39
Common Stock..........................................................39
Dividend Policy.......................................................40
Restrictions on Transferability.......................................40
Convertible Notes.....................................................40
Transfer Agent and Registrar..........................................41

INTEREST OF NAMED EXPERTS AND COUNSEL..........................................41

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES..............................................41

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......................41

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................44

WHERE YOU CAN FIND ADDITIONAL INFORMATION......................................45

FINANCIAL STATEMENTS...........................................................46

SUMMARY

THIS SUMMARY HIGHLIGHTS THE KEY INFORMATION CONTAINED IN THIS PROSPECTUS. IT IS
A SUMMARY; IT DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER BEFORE
MAKING AN INVESTMENT DECISION. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY,
INCLUDING THE SECTION TITLED "RISK FACTORS".

The Company

American Radio Empire, Inc. (which is referred to in this Prospectus as
"we," "ARE" or the "Company"), located at 13210 Kerrville Folkway, Building G,
Austin, Texas 78729-7522 (512) 249-9600, is a Nevada corporation that seeks to
acquire, consolidate and operate radio stations in small towns in the United
States. We also propose to tie stations together with specific services that
will permit greater advertising capabilities. We intend to pursue a regionally
focused acquisition strategy. If our strategy is successful, we will acquire
clusters of radio stations spread across the Southeastern, Southwestern and
Western regions of the United States. The total number of stations we acquire
will be a function of availability, market feasibility and our ability to raise
additional capital.

In addition to a regional focus, our overall strategy is based on achieving
economies of scale, including generating incremental sales and realizing
operational cost savings. We propose to operate our stations with centralized
accounting, billing, marketing and promotion systems. We will have an in-house
sales force and specialized in-house sales training programs. Advertisers will
be able to purchase the Company's entire radio group as a network with one media
buy.

Selected Financial Data

The following selected financial data should be read together with our
financial statements and accompanying notes and "Management's Discussion and
Analysis or Plan of Operation." The selected financial data in this section are
not intended to replace the financial statements and accompanying notes. Our
historical results are not necessarily indicative of our future results. The
selected financial data are derived from our audited financial statements, which
are included elsewhere in this prospectus.

December 31, December 31, December 31,
2003 2002 2001

Revenues $0 $0 $0

Net Loss $(200,591) $(6,505) $(6,505)

Basic and
Diluted
Loss
per Share: $ (0.06) $ (0.00) $ (0.00)

Total Assets $121 $ 18 $ 38

Total Liabilities $252,776 $60,833 $54,533

The Offering

o Up to 1,625,000 shares of common stock which is comprised of:

o 500,000 shares of common stock currently outstanding and
owned by Cytation Corporation, of which 291,165 shares will
be distributed as a dividend to Cytation stockholders at a
ratio of one share of ARE stock for every one share of
Cytation stock and of which 208,835 shares may be sold by
Cytation from time to time, and

o 1,125,000 shares of common stock issuable as payment to
persons who hold our convertible notes, which may be sold
from time to time by the noteholders.

o There are 3,900,000 shares outstanding before the offering, and 5,025,000
shares will be outstanding after the offering.

o We will not receive any cash proceeds from the distribution and sale of our
common stock offered by this Prospectus. Cytation, its stockholders and our
noteholders will be free to sell their shares, and they will receive the
cash proceeds from such sales.

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision.

Because we have no operating history or revenues, we cannot assure that we
will ever be profitable. ARE was incorporated in December 1998, and is a
development stage company with no operating history or revenues. At present, we
have no agreements or arrangements currently in place to receive any capital. We
cannot assure that we will ultimately be successful or that we will ever be or
remain profitable.

Because we anticipate net losses for the foreseeable future, we cannot
assure that we will ever acquire any radio stations. The primary reasons for
these anticipated losses are significant charges for depreciation and
amortization relating to the acquisition of radio stations, as well as interest
charges on debt that we expect to incur in connection with those acquisitions.
If we acquire additional stations, these charges will likely increase further.
We cannot assure you that we will be profitable in the future, and our failure
to do so could harm our business and cause the value of our common stock to
decline. We have experienced losses since inception. Our net loss from inception
through December 31, 2003 was approximately $262,241. We have been dependent
upon loans from management and third parties in the aggregate amount of
approximately $225,000, exclusive of interest, to sustain our development
activities to date. In the event we are unable to raise sufficient capital, we
will be unable to initiate our station acquisition plans.

If we are unable to complete our proposed acquisitions, you could lose all
or substantially all of your investment. We have signed a purchase agreement to
acquire two radio stations in Lampasas, Texas. We have also signed a nonbinding
letter of intent to acquire three radio stations in Woodward, Oklahoma. We are
currently involved in a dispute with the owners of the Lampasas stations about
the interpretation of the purchase agreement. As a result, management believes
it is unlikely that acquisition will close. We cannot assure that we will
successfully acquire the Lampasas stations, the Woodward stations, or any other
radio stations. Our management is continuing discussions with the owners of
stations targeted for possible acquisition, but acquiring radio stations will
require significant funding, and we have no financing arrangements currently in
place to provide those funds.

If programming on the radio stations we plan to purchase is not acceptable
to the public, we will not generate revenue sufficient to stay in business. We
have conducted only limited market research concerning consumer tastes and
preferences in the markets of the radio stations we hope to acquire, and we do
not anticipate conducting any significant marketing research, studies or surveys
going forward. Instead, we have relied and will continue to rely upon the
programming currently aired by such stations. We also intend to rely upon
industry research firms and published data regarding industry and market trends
in relevant geographic areas. Due to changes in consumer taste and preferences,

we cannot assure that any programming that we continue or introduce will achieve
any significant degree of market acceptance, or that market acceptance will be
sustained for any significant period. If we fail to achieve and sustain market
acceptance, our advertising revenues will diminish, which will have an adverse
effect on our financial condition. If our advertising revenues fail to
materialize or diminish, you may lose all or part of your investment because
without sustained, profitable advertising revenue, our business will fail.

We have no current arrangements to provide the substantial additional
capital required to implement our business plan. We will not receive any cash
proceeds from this offering. The recipients of the common stock in this offering
will be free to sell their shares, subject in the case of our noteholders to
their agreement not to sell our stock for nine months after our registration
statement becomes effective, and they will receive the cash proceeds from such
sales. In the event we fail to obtain sufficient capital, our ability to acquire
radio stations and implement our business plan will be materially impaired, and
investors may lose all of their investment. We cannot assure that the capital we
receive, if any, will be sufficient to sustain our operations prior to
acquisition of radio stations and receipt of anticipated revenues from
advertisers. Additional working capital may also be necessary. We have no
agreements with anyone to provide us with additional financing.

If we acquire radio stations, their financial success will be substantially
dependent on advertising revenue. Since virtually all of our revenue will be
generated by the sale of local, regional and national advertising for broadcast
on our radio stations, a recession or downturn in the United States economy
would have an adverse effect on us because advertisers generally reduce their
spending during economic downturns. In addition, because a substantial portion
of our revenue will be derived from local advertisers, our ability to generate
advertising revenue in specific markets could be adversely affected by local or
regional economic downturns. If we are unable to generate revenue from the sale
of advertising, we will be unable to operate the radio stations profitably, and
you could lose all of your investment.

Our independent auditors have expressed doubt about our ability to continue
as a going concern, which may hinder our ability to obtain future financing. In
their report dated February 19, 2004, our independent auditors stated that our
financial statements for the year ended December 31, 2003 were prepared assuming
that we would continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of recurring losses from operations, a
stockholders' deficit, and requirement for a significant amount of capital
financing to proceed with our business plan. Our ability to continue as a going
concern is subject to our ability to generate a profit or obtain necessary
funding from outside sources, including obtaining additional funding from the
sale of our securities, producing revenue by acquiring radio stations, or
obtaining loans. The going concern qualification in the auditor's report
increases the difficulty in meeting these goals, and we cannot assurance that we
will prove successful at raising capital.

If we lose key personnel, including on-air talent, our business could be
disrupted, and our financial performance could suffer because the station may
lose listeners. Our future success is materially dependent on the continued
services of our Chief Executive Officer, Dain Schult, and our co-Chief Operating
Officers, Harry Hedges and Herb Neu, and on our ability to attract, motivate and
retain highly-qualified employees. Messrs. Neu and Hedges are not yet performing
services for us on a full time basis. The loss of the services of Mr. Schult,
Mr. Hedges or Mr. Neu, or a decision by Mr. Neu or Mr. Hedges not to join us
full time, could disrupt the Company's business and operations until a suitable
replacement was located. Also, our radio stations will employ or independently
contract with on-air personalities and hosts of syndicated radio programs with
loyal audiences in their respective markets. We cannot assure that these
individuals will remain with our radio stations or will retain their audiences.
Their loss may impact significantly our stations' ability to sell advertising,
because radio listeners' decision to listen to a particular station often depend
on the station's on-air personality. If the on-air personality leaves, radio
listeners often leave as well. Reducing the number of listeners to a particular
station usually leads to a reduction in advertising revenue.

If we cannot renew an FCC license for a particular station that we hope to
acquire, your investment will be at risk because we would be unable to operate
that station. Once we have acquired one or more radio stations, our business
will depend upon maintaining our broadcasting licenses issued by the FCC, which
are issued currently for a maximum term of eight years and are renewable.
Interested parties may challenge a renewal application. On rare occasions, the
FCC has revoked licenses, not renewed them, or renewed them only with
significant qualifications. We cannot assure that our future renewal
applications will be approved, or that the renewals will not include conditions
or qualifications that could adversely affect our operations. If we fail to
renew, or renew with substantial conditions or modifications any of our
licenses, it could prevent us from operating the affected station and generating
revenue from it.

We may lose audience share and advertising revenue to competing radio
stations or other types of media competitors. The programming, advertising and
audience ratings of our proposed radio stations are subject to change. Any
adverse change would probably result in decreased revenue and cash flow. If we
lose audience or listener support for one or more stations, the affected
stations will most likely find it more difficult to sell advertising. The loss
of advertising revenue would result in less cash flow, thus hindering not only
the affected station's operation, but our ability to acquire other radio
stations. We operate in a highly competitive industry. Our stations will compete
for audience share and advertising revenue directly with other radio stations
and with other media within their respective market areas. In addition, to the
extent that many of our competitors have or may in the future obtain greater
financial and other resources, our ability to compete successfully in each
market area may be significantly impeded.

Management controls ARE and will make all decisions affecting its business.
Currently, our management owns approximately 87.5% shares of our outstanding
common stock. If this offering is completed, management will control
approximately 70% of our common stock. As a result, our management effectively

controls our affairs, including the election of all of the members of our Board
of Directors, the issuance of additional shares of common stock, the
distribution and timing of dividends, if any, and all other matters. This means
that although you are entitled to vote on certain matters affecting ARE and its
business, management will make all major decisions.

If our stock trades at sufficiently low prices, the sellers of the radio
stations we plan to buy could gain control of ARE. We expect that sellers of
radio stations to ARE will receive our stock as partial consideration for the
sale of their stations. The lower our stock price, the more shares we will have
to issue to acquire stations. If our stock trades at sufficiently low prices,
the owners of the radio stations could receive enough shares to gain effective
control of ARE. If the owners of these stations acquire control of ARE, they
will control our management and will be able to make all material decisions
affecting our operation.

We do not currently intend to pay dividends on our common stock. While
dividends can represent one element of an investment return, investors should
not expect to receive any dividends on shares of ARE's common stock. We do not
anticipate paying any dividends on shares of our common stock. For the
foreseeable future, we intend to retain earnings, if any, for the future
operation and expansion of our business, including the acquisition of additional
radio stations. Any determination to pay dividends in the future will be at the
discretion of our board of directors and will depend upon results of operations,
financial condition, contractual restrictions, restrictions imposed by
applicable law and other factors our board of directors deems relevant.
Accordingly, to realize a gain on your investment, the price of our common stock
must appreciate. This may not occur.

If our stock price fluctuates after this offering, you could lose a
significant part of your investment. Prior to this offering, there has been no
public market for ARE's common stock. We do not know if an active trading market
will develop for our common stock or how our common stock will trade in the
future. The market price could be subject to wide fluctuations in response to
conditions and trends in the radio broadcasting industry and variations in our
operating results and estimates. Since our common stock will be less liquid than
other stocks whose ownership is less concentrated, these fluctuations may be
larger than for the stock of other companies with greater liquidity. Because the
offering price was determined arbitrarily, it may not represent the market price
that will prevail after this offering.

Existing stockholders hold a substantial number of shares of common stock
that now are, or in the near future will be, available for sale, and the sale of
such shares may adversely impact the market price of our common stock. As of the
date of this Prospectus, 3,900,000 shares of our common stock were outstanding.
These shares were issued in private transactions. The distribution and sale by
Cytation of 500,000 of these shares is covered by the registration statement of
which this Prospectus is a part. Therefore, those shares may be freely resold in
the public market, if one develops. The sale of 1,125,000 additional shares that

may be issued to the holders of our convertible notes is also covered by the
registration statement, and subject to the noteholders' agreement not to sell
such shares until at least nine months after the effectiveness of our
registration statement, those shares may also be freely resold in the public
market, if one develops. An additional 3,025,000 shares of our outstanding
common stock, owned by our Chief Executive Officer, may be resold in the public
markets without registration, subject to the noteholders' agreement not to sell
such shares until at least nine months after the effectiveness of our
registration statement, if certain conditions are met, pursuant to an exemption
provided by Rule 144 promulgated under the Securities Act.

The remaining 375,000 outstanding shares owned by our officers other than
our Chief Executive Officer, were issued within the last twelve months.
Therefore, these shares may not be resold pursuant to Rule 144 until the
one-year holding period is satisfied. However, these shares may be resold,
subject to the noteholders' agreement not to sell such shares until at least
nine months after the effectiveness of our registration statement, if they are
registered under the Securities Act, or if there is another available exemption
from the registration requirements of the Securities Act.

Rule 144 generally provides that, if

o the applicable holding period is met,

o we have filed all required reports under the Securities Exchange Act,

o the sale is effected through a broker, and

o proper notice is given to the SEC,

a person, including an affiliate of ARE, who has owned shares for at least one
year may sell. Within any three-month period, that person may sell up to one
percent of the outstanding shares of our common stock.

Although under the rules discussed above 4,650,000 shares would be freely
tradable in the public market after the registration statement becomes
effective, we have entered into agreements that restrict the sale of 4,150,000
shares. The agreements restrict stockholders' ability to transfer their common
stock for nine months after the effective date of the registration statement of
which this Prospectus is a part. We may waive the restriction period at any time
for any stockholder.

Sales of a substantial number of shares of our common stock in the public
market, or the fact that many shares are available for sale, could cause our
stock price to fall. In addition, the sale of these shares could impair our
ability to raise capital through the sale of additional stock.

The issuance of additional shares of common stock, including shares
issuable upon exercise of outstanding warrants, will dilute the interests of our
stockholders. As of December 31, 2003, we had 3,900,000 shares of common stock
outstanding. We also have issued warrants to purchase an additional 233,200
shares of common stock. The percentage of shares owned by all existing
stockholders will decline proportionately if warrants are exercised. This will
reduce the ownership percentage of existing stockholders. In addition, our board
has the ability, without further stockholder approval, to issue up to
approximately 45 million additional shares of common stock. Finally, our
proposed acquisition of radio stations includes the use of our stock as partial
consideration for the purchase price. The more stations we are able to acquire,
the more stock we may have to issue to selling station owners. Such issuance may
result in a further reduction of the book value or market price of our
outstanding stock. Issuance of additional common stock will reduce the
proportionate ownership and voting power of the existing stockholders.

There may not be a market for our common stock. We do not currently meet
the requirements - such as income, shareholders' equity and number of public
shares outstanding - to have our shares listed on a stock exchange in the United
States or quoted on the Nasdaq Stock Market. Therefore, the securities may be an
illiquid long-term investment. We anticipate that our common stock will,
however, be eligible for quotation on the Over-the-Counter Bulletin Board. If
for any reason our common stock is not approved by the NASD for quotation on the
Bulletin Board, or if a public trading market does not otherwise develop, you
may have difficulty selling your shares. If we are unable to satisfy the
requirements for quotation on the Bulletin Board, any trading in our common
stock would be conducted in the over-the-counter market in what are commonly
referred to as the "pink sheets." As a result, you may find it more difficult to
sell the shares.

The stock issued in this offering will likely be subject to the "penny
stock" rules. Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by certain penny stock rules adopted by the Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ")). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
that provides information about penny stocks and the risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer and
its salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules generally require that prior to a transaction in a penny
stock, the broker-dealer make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for a

stock that becomes subject to the penny stock rules. Immediately following this
offering our securities will be subject to the penny stock rules. As a result,
investors in this offering will likely find it more difficult to sell their
securities.

We expect our stock price to be volatile. The price at which our common
stock will trade after this offering is likely to be highly volatile and may
fluctuate substantially due to many factors, some of which are

o our ability or inability to acquire radio stations,

o actual or anticipated fluctuations in our results of operations,

o activities of our competitors,

o our sale of common stock or other securities,

o conditions and trends in the broadcasting industries,

o the trading volume and price of our common stock,

o changes in public perception of the growth rate of our markets, and

o general economic conditions.

In addition, in recent years, the stock market has experienced significant price
and volume fluctuations. These market fluctuations have often been
disproportionate to the operating performance of the particular companies
affected. Any significant fluctuations in the future might result in a
significant decline in the market price of our common stock.

Any market for the shares which does develop may be illiquid. There may be
only a limited trading market for the shares we are offering. We expect that
initially any market will be on the Bulletin Board. Shares that are thinly
traded on the Bulletin Board often trade only infrequently and experience a
significant spread between the market maker's bid and asked prices. As a result,
an investment in the shares may be illiquid even if there is a market.

State requirements may limit resales of the stock. State securities laws
may impose restrictions on your ability to resell your shares.

USE OF PROCEEDS

We will not receive any cash proceeds from the distribution and sale of our
common stock offered by this Prospectus. Cytation, its stockholders and our
noteholders will be free to sell their shares, and they will receive the cash
proceeds from such sales.

PLAN OF DISTRIBUTION

On December 1, 2003, ARE issued 500,000 shares of common stock to Cytation
in exchange for consulting services. The services include advice and counsel
with respect to our appropriate pre-public capital structure, bridge financing
and various transaction structures, timing considerations and possible capital
sources. Cytation's principals have participated in numerous telephone
conversations with our corporate counsel regarding a range of private-to-public
transition issues, with the owners of radio stations we are considering
acquiring, with third parties engaged in brokering the purchase and sale of
media properties, and with potential sources of debt financing.

Cytation Corporation will distribute 291,165 of the 500,000 shares covered
by this prospectus directly to its stockholders as a dividend on a pro rata
basis. It is our understanding that Cytation will make the dividend distribution
shortly after this registration statement becomes effective. Cytation has
further advised us that its board of directors will establish the record date
after appropriate notice has been provided to the National Association of
Securities Dealers Automated Quotation Services ("NASDAQ") and at such time that
it is reasonably clear that the dividend of registered shares can be made within
60 days after the record date. Accordingly, we are advised that the record date
will be established when ARE believes that it is within 30 days of completing
the registration process. The dividend ratio is pro rata to Cytation's
shareholders, and there are 291,165 issued and outstanding shares of Cytation.
Accordingly, each Cytation shareholder will receive one share of ARE stock for
one share of Cytation stock.

Cytation may sell its remaining 208,835 ARE shares covered by this
prospectus from time to time in market transactions or in negotiated
transactions. We will issue approximately 1,125,000 shares covered by this
prospectus to the holders of our convertible notes as repayment in full of those
notes.

Cytation, its stockholders and the holders of our convertible notes who
receive our stock pursuant to this prospectus may sell the common stock freely
from time to time directly to other purchasers, or to or through dealers or
agents. Third parties will act independently in making decisions regarding the
timing, manner and size of each sale. They may sell their common stock in one or
more transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices determined at the time of sale, or at negotiated prices.
Cytation is acting as an "underwriter" (as that term is defined by the
Securities Act) in this transaction.

Cytation Corporation and the holders of our convertible notes have advised
us that they have not entered into any agreements, understandings or
arrangements with any underwriter or broker-dealer regarding the sale of their
shares. Our total estimated offering expenses are $40,000. We plan to pay those
expenses from proceeds we receive from sale of our convertible notes.

Under the agreement between Cytation and ARE, which is described in this
prospectus under the caption "Cytation Agreement," we agreed to pay costs and
expenses associated with the registration of the shares issued under this
prospectus.

DESCRIPTION OF BUSINESS

The Company

American Radio Empire, Inc. (which is referred to as "we" or "ARE" in this
prospectus) is a Nevada corporation formed in 1998, with its principal office at
13210 Kerrville Folkway, Building G, Austin, Texas 78729-7522. ARE was created
to acquire, consolidate and operate small market radio stations in unrated rural
areas of the Southern and Western United States. If we are able to acquire
multiple stations, we also propose to tie radio stations together using Internet
services.

ARE would connect its stations to each other utilizing high speed,
broadband connections that allow us to send recorded commercials, jingles,
promos and similar information from one central location. This same broadband
connection would connect the stations for bookkeeping and traffic/continuity
purposes. The Internet enables ARE to tie stations together without satellite
service from ARE headquarters to each station. We believe this will save the
cost of uplinks and downlinks that would be necessary for satellite service.

Overview of Business

Our initial plan is to acquire radio stations in Texas, Oklahoma and
Wyoming. We intend to pursue a regionally focused acquisition strategy. If we
are able to implement this strategy, we will add clusters of stations across the
Southern and Western United States. The total number of stations ultimately
acquired will be a function of availability, cost, marketing feasibility and our
ability to raise capital. Our management believes that if we can acquire and
successfully and efficiently link together multiple stations, we can achieve
economies of scale and value, enabling us to build a profitable media company.

We propose to buy stations with a combination of senior bank debt and ARE
common stock. Sellers would become stockholders in ARE and therefore retain a
stake in our success. If we become profitable and our stock increases in value,
we should become more attractive to prospective sellers. ARE has also had a
number of preliminary discussions with financial institutions experienced in the
radio broadcasting lending area. These institutions include GE Capital,
Wachovia, Wells Fargo and Westburg Capital. At this time, however, ARE has not
received any commitments or agreements for financing.

Based on management's industry experience and contacts, we have identified
radio station owners potentially willing to sell their stations using this
approach. The benefits to radio station owners of selling in this manner can
include a deferred tax burden at the time of sale as well as the potential for
additional profit as a result of investment in the Company. Finally, selling

owners retain an indirect ownership interest in the stations they formerly
operated - stations to which many of them will still feel emotional ties. In
small communities, we believe this indirect ownership component makes the sale
of a station to ARE more attractive.

Besides its regional focus, our core strategy is based upon achieving
certain economies of scale. The economies of scale should result in cost savings
that increase the value of individual station acquisitions. The increased value
should come from the generation of incremental advertising sales, and the
potential for significantly reduced operational costs.

Under current market conditions, an advertiser is unable to initiate an
advertising campaign targeting smaller markets without entering into multiple
separate media purchases. Under our plan, however, advertisers would be able to
purchase our entire network group with one media buy. In fact, we believe that
the ability to market a network of stations should result in a consolidated
advertising approach with a higher component of national and regional
advertising versus local direct retail advertising.

National and regional advertising typically commands premiums over local ad
rates by as much as 100% in unrated markets, as documented by station rate cards
presented to their advertisers. We will work with advertisers to receive any and
all available co-op advertising funds due them by their suppliers. We will also
develop, through ongoing market research, the kind of specific information that
will help our advertisers develop immediate and long-term marketing plans. In
addition to standard advertising practices, we believe we will gain considerable
recognition through on-air contests, local promotions, and word-of-mouth
endorsements. Public recognition generated from station promotional activities
is important to ARE, because these projects help build listener loyalty. Being
viewed as a truly local station is highly valued by advertisers and listeners in
smaller radio markets.

Our salespeople will be thoroughly trained in marketing their respective
stations. In order to attract and retain qualified personnel, we recognize the
need for a fair and appealing compensation plan. Management intends to use bonus
programs selectively as a method of rewarding outstanding salespeople. Finally,
we are committed to providing ongoing sales training and motivational programs
to help our salespeople develop their full potential.

We believe our consolidation plan has the potential to reduce overhead
expenses, which should result in cost savings. We will utilize a blend of
centralized satellite and Internet-delivered programming elements from a
centrally-located control room studio. Our proposed stations will also operate
with centralized accounting, billing, marketing and promotions systems, and
specialized in-house sales training programs for all our salespeople. With this
plan, we believe each station's general manager will have more time to focus on
sales instead of administration. Additionally, if we are able to acquire a
sufficient number of radio stations, we will utilize "super regional managers,"

who will serve on-site as general managers in one market but will oversee the
operation of other stations in the same region.

Industry Overview

Radio stations derive revenues from the sale of commercial advertising
spots or programs to national, regional, and local advertisers. Advertising
rates that a station charges depend on its performance in the ratings. Ratings
are based on estimates of the number of persons listening to the station, as
well as the number of homes in the station's service area. The national radio
audience measuring service, Arbitron serves the entire country and provides even
the smallest markets with annual ratings service. Ultimately, the success of a
radio station (or group of stations) depends on its ability to develop popular
programming and promotions.

Historical Trends in Ad Revenues

According to information provided by the National Association of
Broadcasters, the Radio Advertising Bureau and the Radio Business Report, radio
industry revenues have consistently grown faster than the Gross National Product
and have historically demonstrated an ability to be somewhat recession
resistant. Radio advertising expenditures in the United States have declined,
from calendar year to calendar year, only three times - in 1961 revenues
declined 1%; in 1991 the combination of the Persian Gulf War and economic
recession led to a 3% decline in revenues; in 2001 all media suffered a downturn
because of the recession and the aftermath of the September 11 terrorist
attacks. Over the last 40 years radio advertiser spending has grown at a
compound annual rate of 8.3%, somewhat higher than total ad spending, which has
grown at a 7.5% annual rate. Demand for radio advertising was strong in 2000,
following another good year in 1999 when radio revenues increased 14.6%, to
$17.7 billion. Despite the economic downturn in 2001, radio advertising
increased by over 4% in 2002.

Economic downturns can have an impact on broadcasting, but not to the same
degree that they affect consumer discretionary spending in general. Many
national and regional brand advertisers have found by experience that they must
maintain their broadcasting advertising budgets during periods of recession if
they do not wish to lose market share when the economy recovers.

In recent years, radio ad revenue has seen acceleration in growth. Since
1992, when local radio ownership rules were relaxed, radio ad revenue has grown
faster than all other measured media (television, daily newspapers, and
magazines) except cable television.

The main factor behind this growth is that radio has become an increasingly
efficient advertising source for both national and local advertisers because of
its unique ability for "narrowcasting" or reaching specific demographic groups.
By offering specialized audiences for advertisers, radio has become more

cost-effective versus television or newspapers, which tend to sweep a broader
demographic scale trying to be all things to all people.

Industry Consolidation

The radio broadcast industry is evolving, and consolidation is having a
major impact on the competitive landscape. Until the mid-1980s, there was no
public market for radio stocks. Local ownership limits by the Federal
Communications Commission ("FCC") of one AM and one FM station per market and a
total limit of 14 total stations prevented radio groups from amassing greater
size to attract outside capital. Because of these strict limits, radio station
ownership was highly fragmented and characterized by "mom and pop" operations in
even the largest markets. By 1984, however, FCC rules began relaxing, with major
expansion in ownership limits occurring in 1992 and 1994.

The passage of the 1996 Telecommunications Act (the "Telecom Act")
eliminated the national limits on the number of radio stations that one entity
could own and eased local ownership rules to allow one operating entity to
control up to eight stations (versus 4 previously) in most medium and major
markets. Much of the consolidation activity to date has been centered on major
markets, resulting in increased competition and higher valuations.

We believe that there will be opportunities over the next 18-24 months to
acquire small market properties at more realistic multiples from the historic
highs of as much 20 times cash flow to deals structured at 6 to 11 times cash
flow instead. Operating a cluster of stations provides a number of opportunities
for an operator to significantly increase revenue and cash flow within 18 months
after acquisitions are made. These opportunities are:

o Improved pricing,
o Reduced promotional expenses,
o Better knowledge of the market,
o Improved inventory control,
o Excellent ability to broaden audience,
o Greater flexibility to increase commercial spot load, and
o Lower overhead and facilities expenses.

Radio Industry Conditions

ARE competes in an industry that is evolving. Deregulation by the FCC has
created widespread opportunities within the radio industry, but competitive
pressures have also increased. The resulting consolidation moves have swept
through the larger-market radio stations and are now working their way through
the smaller-sized markets. Among all of the usual advertising-supported media,

radio's growth has been among the fastest, although cable, network television,
outdoor and newspaper have also experienced strong demand.

Competition

With the advent of deregulation, competition has increased. Radio market
success is no longer measured by how many listeners an independent station may
reach in one market, but rather, how many listeners a consolidator can reach in
multiple markets. Competition with newspapers and television for ad dollars
remains keen. Radio's audience, however, has held up well over time. In the past
five years listenership has actually increased. In addition, with the bulk of
radio listening taking place outside of the home, where competition from other
media is limited and the audience is unable to access television, newspapers, or
the Internet, radio appears to be well positioned for continued growth.

Overview of Operating Model and Growth Strategy

The key elements of our growth strategy are highlighted below:

o Station/Market Selection. Acquiring radio station assets in small
markets, in the Southeastern, Southwestern and Western regions of the
United States. By avoiding the major and even medium market
metropolitan areas, we hope to acquire radio stations at attractive
prices for long-term operation. Medium-to-major-market radio stations
have been selling for 14 to 21 times cash flow. ARE proposes to
acquire radio stations at or below 10 times cash flow using a
combination of senior debt financing and common stock. We may also be
able to purchase smaller stations spun off by larger groups in future
sell-offs.

o Clustering by State/Region. In addition to focusing on smaller
markets, we are pursuing a regional clustering strategy. By clustering
stations within a tight, regional market, we can achieve certain
revenue and cost benefits. Management's plan for regional clusters
will use centralized regional hubs where we will house the major
managerial and administrative functions to serve up to 100 stations.

o Localization. A key element of our strategy is the ability to "sound
live - sound local" in every market. Listeners in smaller markets view
local stations as important parts of the community. We would like a
live morning show in each local market. A morning show's success
typically drives a radio station's operation. We believe that
maintaining the live morning shows in each station`s community will
allow the station to perpetuate a strong local image in each market.

The concept of "localization" is central to our regional focus
and extends beyond the morning drive listening period. Unlike
nationally syndicated formats, our regional format will enable
our flagship announcers to participate in promotional campaigns
or on-site advertising engagements throughout a particular
region. The ability to use well-known radio personalities can be
a major selling point to advertisers in smaller-market areas.

o Centralized Operating Cost Savings. We will centralize many of our
administrative and operating functions at our radio stations. We will
create specialty weekend programming internally that can be used by
our stations and syndicated to other stations outside of our group. By
using Internet-connected computers, we will eliminate analog equipment
and more efficiently use on-air talent.

o Generating Incremental Growth in Ad Revenues. We believe we can
achieve substantial, incremental revenue growth from our radio group
compared to the sales potentially generated on a stand-alone station
basis. In many smaller markets, general managers spend over 75% of
their time on administrative functions including programming,
accounting and collections, purchasing, payroll, human resources, etc.
By transferring these administrative functions to a central hub, we
expect to increase considerably the stations' general managers' sales
productivity.

National and regional advertising accounts for approximately 2%
to 7% of the revenue for a typical radio station in our target
market sizes. Advertising sales for these stations are
predominantly local. Historically, it has been difficult for
national/regional advertisers to target the
small-to-middle-market areas due to the large number of separate
media buys necessary for an effective campaign. By marketing our
entire network of stations, however, we will enable advertisers
to reach a large population in smaller cities and rural areas
with only one media buy. One of our goals is to attempt to
increase the level of national and regional advertising to as
high as 10% to 12% of all station revenue. Importantly, national
and regional advertising often commands a 50% to 100% premium
over local advertising income. Finally, we will coordinate sales
literature, telemarketing programs and direct response promotions
in order to build our billings.

The Internet

We recognize the growth potential for radio advertising within the Internet
market. Our initial Internet strategy is to focus on the marketable services we
can create for existing and future radio advertisers. This includes the
creation, where applicable, of websites for existing advertisers with direct

links to our station websites. We will maintain these sites/links on a
for-profit basis.

Programming

Initially, we propose to operate each station with the station's existing
format, from whichever independent satellite music service syndicator is
currently under contract. We recognize that issues related to questions of
morality and decency receive more consideration in smaller markets then larger
markets. Accordingly, regardless of the format offered, we plan to take a
relatively conservative approach to our programming.

Format execution and strong, consistent programming are crucial elements
for the success of any radio station. We will continually evaluate and identify
what we consider the most viable programming approach for the markets within
which we operate. We intend to introduce an internal, ongoing research system
that will allow the station to track listener patterns. The research will be
conducted by phone, using existing staff members. We are also contemplating
using an outside ratings services such as those provided by Radio Index.

We anticipate that format execution will work as follows:

o Music programming outside of the morning show will be outsourced to
one of three primary satellite syndication services (Westwood One,
ABC/Disney or Jones) who will provide this service via satellite with
each station paying a nominal fee and/or barter in the form of
commercial time - typically no more than two minutes an hour. While we
have considered creating our own in-house programming using voice
tracking from a centralized staff of announcers with music on computer
hard drives located at each station, currently, it is less expensive
and more productive to use the services of satellite syndicators.

o Each station that we propose to acquire already has an existing
contract with a satellite syndicator. Since these agreements tend to
be multi-year in length and are difficult to terminate prematurely, it
makes sense to retain them. As the size of the group grows, however,
it may be possible to negotiate an agreement with one of these
syndicators to provide programming service to all of the stations and
eliminate the need for multiple syndicators.

o We will use our own staff and a select number of outsourced
opportunities to create special short-form weekend programming to
supplement existing weekend programming on all of the stations. In
essence, ARE will use its own stations to develop specialty
programming that can be syndicated to other stations and markets

outside the ARE network. This type of programming features theme-based
shows related to the musical format promoted by the station. ARE hopes
to acquire several stations that have a country-music format. Examples
of special short-form weekend programming developed for country-music
stations include "South of the Border Saturday Night," a
retro-sounding, two-hour music show capturing the heyday of `Border
Broadcasting,' when powerful AM stations along the Texas/Mexico border
provided live musical entertainment by country and swing entertainers.
In addition to music, the show would feature anecdotes and history
regarding this era. The show would be taped in advance and sent to
each station on CD.

o Each station will feature a live morning show. Depending on the needs
of the market, this may be a one or two person show. In most markets,
a local newscaster will be responsible for local news and events, and
for local commercial production and public appearances.

Broadcast Equipment

We will use the acquired stations' existing transmitters, audio chain
equipment, and tower space wherever possible or feasible. We will upgrade
particular station equipment on an as-needed basis. All other equipment required
to tie each station into headquarters will either be purchased or leased. The
use of high-speed Internet connections will allow the rapid transfer of data
between our stations.

Competitive Position In the Market

ARE's target markets are rural broadcast areas in the Southwestern and
Western regions of the United States. If we are able to implement our business
plan successfully on a significant level, we will still be a small broadcast
operation compared to the industry's leaders.

Government Regulation - Federal Communications Commission

The broadcast industry is regulated by the FCC which is composed of five
(5) members who are appointed by the President subject to confirmation by the
Senate. Formed in 1934, the Commission is responsible for granting licenses to
all stations and insuring compliance with its rules and regulations.

Currently there are no FCC ownership restrictions relating to the total
number of stations one company may own across the US. This is due to the passage
of the 1996 Telecommunications Act by Congress. Since passage of the
Telecommunications Act, however, both the FCC and the US Department of Justice
have shown particular interest and concern when a company tries to own a cluster
of radio stations in a particular medium-to-large-market or city where the
company would control more that 50% of the total radio listening audience. We do

not propose to own enough stations in a particular market or city to cause
investigation by either the FCC or the Department of Justice. This scrutiny does
not apply to smaller communities that are unrated by any annual or quarterly
audience measuring service nor does it apply to situations in which a buyer
purchases an existing cluster of stations that the FCC had already approved. The
stations we propose to acquire are in small, unrated markets and have already
been clustered together by the current owner with FCC approval. Therefore, we do
not anticipate that they will pose a potential target for additional FCC or
Department of Justice review.

There is no pending legislation before Congress, nor is there any pending
rule making before the FCC, including the most recent proposed changes voted on
by the FCC on June 2, 2003, that we believe would adversely effect our
activities or plans for the future. Our officers are all experienced
broadcasters who have a proven track record in operations. None of our officers
and directors have ever been investigated or fined by the FCC, nor has the FCC
ever failed to approve a license transfer in which any of our officers has been
a party.

Acquisition and Closing Process

We plan to streamline the negotiating and closing process on the proposed
station purchases by, among other things, standardizing the transaction
documents as much as possible, including creating a form of purchase option
agreement and purchase agreement. Following the execution of a definitive
purchase agreement (subject to FCC approval, and satisfactory completion of our
due diligence), we and the station's seller will submit the appropriate transfer
documents to the FCC. While the FCC has the authority to approve or reject a
transfer request, transfer requests are, in the normal course, generally
approved within approximately three to six months of submission of all required
applications and related documents.

Prior to submitting the FCC filing, however, we will conduct a
comprehensive due diligence investigation. Included in the due diligence
materials are the following inspection items:

o A thorough inspection of station facilities, including offices,
studios and transmitting sites.

o An independent engineering inspection of the station's facilities. Age
and condition of all equipment, including transmitters and towers,
will be recorded and analyzed. A comprehensive scheduled maintenance
program will be designed and implemented after the closing.

o A survey of the target market to analyze existing and potential
competition, market growth trends, current marketing trends, past and
future programming, promotions, and advertising plans along with
listener and advertiser perceptions of the station. The investigation

will include an independent ratings survey for each market.

o Meetings with present management to gain insight into the stations'
current operations. The meetings will encompass written assessments of
station employees, identifying job responsibility and staffing needs,
and budget projections.

o Meetings with current employees to help minimize anxiety caused by the
pending transfer. Each employee will be asked to submit in writing a
description of his or her job responsibilities, which will be compared
and evaluated against those created by management.

o A comprehensive review of all station contracts with vendors and
clients.

o Review of staff members' levels of experience and expertise, job
responsibilities, station/market tenure and future potential.

o Review of existing standards and practices. Distribution of a
system-wide company operations manual identifying operating rules and
regulations, Company benefits and vacation policies.

o Analysis of additional revenue options.

Management believes that a major consideration for ensuring the success of
its planned acquisitions is to do so in as timely and low profile a manner as
possible. Normally, the sale of stations in the market sizes we propose would be
significant events within their respective marketplaces. To maintain the
stations' stability and consistency under our planned ownership, it is important
that the listeners and advertisers notice little, if any, change to the current
operation.

During the ownership transition period, we will spend time with each
station's employees to discuss the pending transfer. We will emphasize
management opportunities for employees inside the organization, both at their
own stations and potentially, at other ARE owned stations.

After purchasing a particular station, we plan to implement minor
operational changes that we believe will enhance financial performance,
including:

o Introducing major-market-style promotions and contests, including the
Company's own "The Best Contest" promotion.

o Modifying existing rate cards to enhance a station's remote commercial
broadcast capabilities and increase national/regional advertising.

o Negotiating with interested third parties to lease the station's
subcarrier frequencies for national paging services. These leases
would not affect a station's main signal and could possibly generate
between approximately $6,000 to $20,000 a year in rental fees.

o Leasing a portable music system through Disc Jockeys Unlimited of
Atlanta, Georgia, a service provider who builds portable music systems
for disc jockeys and radio stations. This will allow the station to
earn equipment rentals as an additional revenue stream and will
provide the staff's disc jockeys the opportunity to earn extra money
weekly by performing at wedding receptions, company and private
parties, etc.

o Developing a virtual Internet rep firm ("AMERIREP",
http://www.amerirep.net) for our national and regional advertising,
including Internet advertising connections. This "one stop shopping"
will make it easier for media buyers to place regional and national
advertising on our stations.

o Introducing an internal, ongoing research system allowing each station
to track listener patterns between Arbitron ratings periods (where
applicable in rated markets). This telephone research will be
conducted by current staff personnel.

o Reviewing and updating current visual presentations for the Internet
service that ARE will provide.

Assuming receipt of final FCC notification of transfer approval, we will
immediately proceed to closing, and then commence implementing the operational
changes deemed necessary as a result of the due diligence investigation. After
completing an acquisition, corporate operating controls are planned for each
station, including careful tracking of expenses and actively searching for
vendors willing to provide us with group discounts for using their service or
product. All station computer systems will be networked with headquarters to
produce station-level information on a real time and on request basis. We will
centralize administrative and accounting controls in our Austin headquarters
office.

Company Offices

The Company's executive offices are located at 13210 Kerrville Folkway,
Building G, Austin, Texas 78729-7522. The offices are leased from Dain Schult
under a one year lease expiring December 31, 2004 with monthly lease payments of
$500 or $6,000 annually. Management believes such facilities are adequate for
its current needs. In the event of and following the assumed successful

completion of this offering, the Company plans to continue to utilize this
existing office space.

Employees

As of the date hereof, we have one full-time employee - Dain Schult, our
Chief Executive Officer, President and Chairman of the Board. We intend to hire
Harry Hedges and Herb Neu as soon as practicable. We intend, from time to time,
to hire additional marketing and other personnel as management believes may be
required.

THE LAMPASAS AGREEMENT

On October 24, 2003, we entered into an Asset Purchase Agreement for the
purchase of the broadcast stations KCYL AM, Lampasas, Texas and KACQ FM, Lometa,
Texas with Ronald and Debbie Witcher. The Witchers have no prior affiliation
with ARE. The key points of the transaction include:

o We agreed to purchase the assets associated with the radio stations,
including all operating licenses, contracts and personal property,
including intellectual property. In analyzing the acquisition, we
valued the assets using a multiple of historical broadcast cash flow.
The price was determined and mutually agreed upon by ARE and the
sellers as slightly under ten times trailing broadcast cash flow. Mr.
Schult, who assisted in the valuation on behalf of ARE, has handled
successfully over 150 radio station transactions, as a broker, buyer's
agent, seller or buyer.

o We must pay consideration of $800,000, $400,000 at closing (including
100,000 shares of our restricted stock), with the balance of the
purchase price of $400,000 to be paid in our restricted stock at a
price based on the stock's market value at closing. We expect to raise
the cash portion of the transaction through private investors or
senior debt financing from an institutional lender. Additionally,
$40,000 brokerage commission due to Jack Riley at closing will also be
paid by ARE one-half in cash and one-half in ARE stock.

o We will assume all existing contracts with the stations.

o We will lease the stations' existing facility from the sellers. The
building lease will have a five-year term for approximately $2,300 a
month, or $27,600 annually.

o The sellers will provide engineering consulting and equipment
maintenance on an ongoing basis at a monthly fee. The engineering
services agreement with Ronald Witcher has a minimum two year term and

payment of $600.00 a month. The scope of the agreement includes all
levels of engineering maintenance and service, and contemplates
possible consulting services with other ARE stations in the general
area.

o Closing is subject to receipt of the Federal Communication
Commission's consent to the assignment of the applicable broadcast
licenses to us without limitations, qualifications, restrictions or
conditions.

o Although the stock to be issued to the sellers is not covered by this
prospectus, the Closing is contingent on the registration statement of
which this Prospectus is a part becoming effective and on our stock
being listed on a national exchange, or quoted on the OTC Bulletin
Board or another recognized quotation service.

If a trading market does not develop, or if ARE is unable to arrange
financing necessary to complete the purchase of these assets, we will either
renegotiate the payment terms with the sellers or we will be unable to close the
transaction.

Since the execution of the Asset Purchase Agreement, a dispute has arisen
between ARE and Mr. And Mrs. Witcher. We believe that the Witchers have violated
the Asset Purchase Agreement by failing to provide necessary information on a
timely basis and by failing to cooperate with ARE's efforts to complete the
acquisition. As a result, the parties have been unable to complete the transaction
before the April 30, 2004 closing date called for by the Asset Purchase
Agreement, and the Witchers have been unwilling to extend that closing date. In
light of this dispute and the proximity of the closing date, management believes
it is unlikely that the transaction described in the Asset Purchase Agreement
will be completed. We are continuing discussions with the Witchers about the
possibility of the completing the transaction, but we have not reached any
agreement. ARE is also considering whether to commence legal action for breach
of contract.

CYTATION AGREEMENT

In August 2003, we entered into an agreement with Cytation, a third-party
consultant that is unaffiliated with the Company. Under this agreement, Cytation
has provided consulting services to assist us in the transition to being a
public company. The services include advice and counsel with respect to the
Company's appropriate pre-public capital structure, bridge financing and various
transaction structures, timing considerations and possible capital sources.
Cytation's principals have participated in numerous telephone conversations with
the Company's corporate counsel regarding a range of private-to-public
transition issues, with the owners of radio stations we are considering
acquiring, with third parties engaged in brokering the purchase and sale of
media properties, and with potential sources of debt financing. Cytation has
also reviewed and provided comments on our registration statement. The

value of Cytation's services is subjective, given the uncertainties concerning
the registration process and the development of an after market for ARE's
securities. The Company believes, however, that the services rendered and to be
rendered by Cytation can be valued reasonably at $5,000, which is the amount
that the Company understands Cytation has valued the Company's 500,000 shares
received on its books and records.

Under the agreement with Cytation, Cytation has the right to terminate the
agreement if our registration statement is not effective by February 1, 2004.
Because that date has passed, Cytation has the right to terminate the agreement
at any time. Nevertheless, Cytation continues to work with us and has given no
indication that it intends to exercise this termination right.

We paid Cytation a $15,000 cash fee when we signed our agreement and have
agreed to pay an additional $15,000 when our registration statement is
effective. In addition, on December 1, 2003 we issued to Cytation 500,000
restricted shares of our common stock that have been included in this
registration statement, and we granted Cytation a common stock purchase warrant
for 125,000 shares.

Within 15 days after this registration statement becomes effective, it is
our understanding that Cytation intends to declare a pro rata dividend to its
stockholders of 291,165 of the 500,000 shares of our common stock owned by
Cytation. We further understand that Cytation has approximately 350 stockholders
of record. We believe that this distribution will enable us to establish a
trading market and meet minimum share distribution requirements for quotation on
the Over-the-Counter Bulletin Board. After the distribution, which will occur
only after our registration statement has been declared effective, and which
will be administered entirely by our transfer agent, Cytation will own
approximately 4.2% of our common stock.

After we are public, Cytation's services will consist solely of
introductions to our management of potential institutional investors and will
not require Cytation to have access to information about us that is not
generally available to the public. No officer or director of Cytation has served
or will serve as an officer of director ARE.

Cytation is controlled by Richard Fisher, its Chairman and General Counsel,
and Kevin High, its President and Chief Financial Officer. Mr. Fisher and Mr.
High each own 31% of the common stock of Cytation. With respect to our common
stock that it owns, Cytation is an "underwriter" within the meaning of the
Securities Act of 1933.

LEGAL PROCEEDINGS

We are not a party to, or aware of, any pending or threatened litigation or
other legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS

Directors and Executive Officers of the Company

The directors and executive officers of the Company are as follows:

Name Position Age

Dain Schult+* Chairman, President/CEO, 50
Treasurer, Director

Sherry Schult+ Secretary 52

Herb Neu* Chief Operating Officer 60
Southeastern Division

Harry Hedges* Chief Operating Officer 57
Southwestern Division

+ Ms. Sherry Schult and Mr. Dain Schult are married.

* Directors are elected at our annual meeting for one year terms. They hold office
until the next annual meeting, and until their successors are elected and
qualified.

Dain Schult - Chairman, President/CEO: Mr. Dain Schult has served as a
Director, Chairman, President and Chief Executive Officer of ARE since its
formation in 1998. He also serves currently as our Treasurer. Prior to the
formation of ARE, Mr. Schult was founder and president of Radioactivity, Inc.
(March 1977 - September 1996), a full-service radio broadcast consulting firm
serving over 150 radio stations in various parts of the USA. Prior to forming
Radioactivity, Inc., Mr. Schult held various positions at numerous radio
stations in the Southeast and Southwest. His management experience includes
serving as President and Chief Executive Officer for Texrock Radio, Inc. (March
1995 - October 1998), Chairman and CEO for American Communications Enterprises,
Inc. (December 1998 - September 2000) and COO of Sunbelt Radio Group, Inc.
(September 1989 - May 1991). Mr. Schult holds an Associate of Science degree
from Georgia State University, Atlanta, Georgia, in Commercial Music Recording
(1977).

Herb Neu - Chief Operating Officer - Southeastern Division: Mr. Neu
serves currently as a Director and as our COO - Southeastern Division. He has
served as a manager of several different radio station groups, as well as
VP/Midwest Sales Manager for ABC FM Radio Network Spot Sales (September 1969 -
January 1971), General Manager of Programming and Marketing Operations of CNN
Radio Network (March 1982 - November 1986), VP/Sales for Impact Resources
Research (1988-1992) and President/Publisher of OTC Publishing (November 1994 -
Present). In his over 40 years in media, he also has extensive knowledge and
experience in dealing with national and regional advertising, successfully
working with advertising agencies and media buyers across the country.

Harry H. Hedges, III - Chief Operating Officer - Southwestern Division:
As a Director and COO of our Southwestern Division, Mr. Hedges brings over 30
years of experience in the radio broadcasting industry. Prior to the Company's
formation, Mr. Hedges was Senior Vice-President/Regional Manager for Equicom,
Inc. (October 1997 - October 1999). Additionally he served as an associate
consultant with Radioactivity, Inc. (May 1992 - October 1997), and founded
Hedges and Associates (February 1990 - August 1996),

a sales and marketing company to market Western and Southwestern clothing and
accessories. Previously, Mr. Hedges held various general manager, sales and
promotion manager, account executive, and news reporter/copy writer positions at
several stations in Texas.

Sherry Schult - Secretary: Ms. Schult has served as ARE's secretary and as a
Director since its formation in 1998. Since 1988, Ms. Schult has owned and
operated the TYFG Company, which manufactures and markets motivational dolls.

LIMITATION ON LIABILITY AND INDEMNIFICATION
OF DIRECTORS AND OFFICERS

Our certificate of incorporation and bylaws eliminate the personal
liability of directors to us and our stockholders for monetary damages for
breach of fiduciary duty as a director. These provisions do not eliminate or
limit the liability of a director:

o for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law,

o for unlawful dividend payment.

Our certificate of incorporation and bylaws also include provisions to
indemnify our directors and officers or former directors or officers against
liability arising out of the performance of their duties as directors and
officers as permitted by Nevada law.

To the extent permitted by law, these provisions require us to indemnify
our directors and officers for any claim arising against them in their official
capacities.

Subject to certain very limited exceptions, we may advance expenses in
connection with a legal proceeding to the fullest extent permitted by Nevada
law.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

We have not obtained directors' and officers' liability insurance, but we
expect to evaluate the availability and cost of such insurance as soon as
possible after this registration statement becomes effective.

EXECUTIVE COMPENSATION

Summary Compensation Table

Name and Principal Capacity Year Salary

Dain Schult 2001 $137,500 [1]
Chairman, President, CEO, 2002 $137,500 [1]
Treasurer, Director 2003 $109,000 [2]

[1] Although this salary was owed pursuant to an Employment Agreement, it was
not paid, and Mr. Schult has waived any claim for unpaid compensation through
December 31, 2003.
[2] During 2003 Mr. Schult accepted consulting payments and expense reimbursements
totaling $109,000 in lieu of compensation under his Employment Agreement.

Employment Agreements; Executive Compensation

Mr. Schult currently serves at an annual salary of $137,500 per annum
pursuant to a five-year employment agreement dated December 15, 2000. The
employment agreement also provides for a monthly vehicle allowance of $550, for
reimbursement of business related expenses, and for bonuses as may be determined
in the sole discretion of the Board of Directors. Through the date of this
prospectus, Mr. Schult had accrued approximately $275,000 in unpaid salary for
the years 2001 and 2002. In 2003, however, Mr. Schult received $109,000 in
consulting fees and expense reimbursements from ARE. In connection with this
offering, Mr. Schult has waived any claim for unpaid compensation for the years
2001, 2002 and 2003 under his Employment Agreement. Mr. Schult currently devotes
one-hundred percent (100%) of his time to the Company, exceeding forty (40)
hours per week.

Ms. Sherry Schult currently serves as Secretary of the Company. Ms. Schult
does not receive any cash remuneration for her services and does not have a
written employment agreement with the Company. Ms. Schult currently spends less
than five (5) hours per month devoted to the Company's business. Ms. Schult and
Mr. Schult are married.

We will employ Mr. Neu at an annual salary of $100,000 per annum pursuant
to a five year employment agreement dated August 16, 2002. The employment
agreement also provides for a monthly vehicle allowance of $550, for
reimbursement of business related expenses, and for bonuses as may be determined
in the sole discretion of the Board of Directors. Mr. Neu has agreed to delay
the effectiveness of his Employment Agreement until ARE, in its sole discretion,
determines that it is financially feasible to employ Mr. Neu full time. Until
that time, Mr. Neu has agreed to make himself available to us to serve as
divisional COO on a consulting basis. Currently, Mr. Neu spends less than five
(5) hours per month on ARE's business.

We will employ Mr. Hedges at an annual salary of $87,500 per annum pursuant
to a five year employment agreement dated December 15, 2000. The employment

agreement also provides for a monthly vehicle allowance of $550, for
reimbursement of business related expenses, and for bonuses as may be determined
in the sole discretion of the Board of Directors. Mr. Hedges has agreed to delay
the effectiveness of his Employment Agreement until ARE, in its sole discretion,
determines that it is financially feasible to employ Mr. Hedges full time. Until
that time, Mr. Hedges has agreed to make himself available to us to serve as
divisional COO on a consulting basis. Currently, Mr. Hedges spends less than
five (5) hours per month on ARE's business.

While Messrs. Neu and Hedges are available for consultations on an
as-needed basis (without charge), currently there are no written consulting
agreements between them and ARE. The proposed Employment Agreements between ARE
and Messrs. Neu and Hedges do not go into effect until such time as their
services are required by ARE, and ARE has the funds to pay for their services.

Messrs. Schult, Hedges and Neu may, as the sole members of our Board of
Directors, approve the issuance of shares of common stock and/or other ARE
securities to themselves in consideration of services they have and will
provide. ARE does not currently compensate its directors for their services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this
Prospectus, about the beneficial ownership of our Common Stock by each director,
all directors and executive officers of the Company as a group, and each person
known to the Company to beneficially own more than 5% of the Common Stock.
Except as otherwise indicated in the table below, all shareholders have sole
voting and investment power over the shares beneficially owned.

Beneficial Ownership of Common Stock

Name and Address Shares Owned Percentage of Class
of Beneficial Owner
Before Offering After Offering

Dain L. Schult 3,025,000 77.6% 60.2%
13210 Kerrville Folkway,
Austin, TX 78729-7522

Herb Neu 187,500 4.8% 3.7%
P. O. Box 20518,
Tuscaloosa, AL 35402

Harry H. Hedges 187,500 4.8% 3.7%
P. O. Box 1626
Mason, TX 76856

Sherry L. Schult 0 0 0%
13210 Kerrville Folkway,
Austin, TX 78729-7522

Gregory Hawkins 500,000(1) 11.4% 0%
9122 Lake Chase Island Way
Tampa, FL 33626

Virlyn Slaton 250,000(1) 6.2% 0%
P. O. Box 188
Morrow, GA 30260

Cytation Corporation(2)(3) 500,000 12.8% 0%
251 Thames Street, No. 8, P. O.
Box 809
Bristol, RI 02809

All directors and officers as a 3,400,000 87.2% 67.7%
group (4 persons)
________________________________

(1) Represents shares issuable upon conversion of ARE's convertible notes held
by the beneficial owner.

(2) Cytation is controlled by Richard Fisher and Kevin High.

(3) Our registration statement covers the distribution and sale by Cytation of
the 500,000 shares that Cytation owns, but it does not cover the shares that are
issuable to Cytation if it chooses to exercise its warrant.

SELLING SECURITY HOLDERS

Name Shares Owned Shares Offered Amount Owned
Before Offering for Sale After Offering

Chris Griffin 50,000(1) 50,000 0
Steve DeLoach 75,000(1) 75,000 0
James Cowden 125,000(1) 125,000 0
Terry L. Coats 50,000(1) 50,000 0
Robert Rogers 25,000(1) 25,000 0
Michael Beach 25,000(1) 25,000 0
Gregory Hawkins 500,000(1) 500,000 0
Larry G. Fuss 25,000(1) 25,000 0

Virlyn Slaton 250,000(1) 250,000 0
Cytation 500,000(2) 500,000 0

(1) Represents shares issuable upon conversion of ARE;'s convertible notes held
by the selling shareholder.

(2) In August 2003, we entered into an agreement with Cytation. Under the
agreement, Cytation agreed to advise and assist us in the process of becoming a
public company. As partial consideration for these services, we issued Cytation
500,000 shares of our common stock and a warrant to purchase 125,000 shares of
common stock. The warrant is exercisable at a price per share equal to 125% of
the average closing price of our common stock for the first thirty trading days
of our stock. Cytation may exercise the warrant beginning one year after the
effective date of the registration statement of which this Prospectus is a part
and for five years thereafter.

CERTAIN TRANSACTIONS

We are obliged to pay compensation to Mr. Schult, our Chief Executive
Officer and a director, at an annual salary of $137,500 per annum pursuant to a
five-year employment agreement dated December 15, 2000. The employment agreement
also provides for a monthly vehicle allowance of $550, for reimbursement of
business related expenses, and for bonuses as may be determined in the sole
discretion of the Board of Directors.

We expect to become obliged to pay compensation to Mr. Neu, our divisional
Chief Operating Officer and a director, at an annual salary of $100,000 per
annum pursuant to a five year employment agreement dated August 16, 2002. The
employment agreement also provides for a monthly vehicle allowance of $550, for
reimbursement of business related expenses, and for bonuses as may be determined
in the sole discretion of the Board of Directors. Mr. Neu has agreed to delay
the effectiveness of his Employment Agreement until ARE, in its sole discretion,
determines that it is financially feasible to employ Mr. Neu full time. Until
that time, Mr. Neu has agreed to make himself available to us to serve as
divisional COO on a consulting basis.

We expect to become obliged to pay compensation to Mr. Hedges, our
divisional Chief Operating Officer and a director, at an annual salary of
$87,500 per annum pursuant to a five year employment agreement dated December
15, 2000. The employment agreement also provides for a monthly vehicle allowance
of $550, for reimbursement of business related expenses, and for bonuses as may
be determined in the sole discretion of the Board of Directors. Mr. Hedges has
agreed to delay the effectiveness of his Employment Agreement until ARE, in its
sole discretion, determines that it is financially feasible to employ Mr. Hedges
full time. Until that time, Mr. Hedges has agreed to make himself available to

us to serve as divisional COO on a consulting basis.

Our office space is leased from Mr. Schult under a one year lease expiring
December 31, 2004 with monthly lease payments of $500.

CONVERTIBLE NOTES

From January to December 2003, we sold to nine investors a total of
$225,000 in principal amount of our convertible notes with warrants. The
convertible notes were sold to the following persons on the following dates:

Purchaser Amount of Number of Date of Sale
Note Shares after
Conversion

o Chris Griffin $ 10,000 50,000 January 28, 2003

o Steve DeLoach $ 15,000 75,000 January 28, 2003

o James Cowden $ 25,000 125,000 January 29, 2003

o Terry L. Coats $ 10,000 50,000 April 8, 2003

o Robert Rogers $ 5,000 25,000 June 12, 2003

o Michael Beach $ 5,000 25,000 July 7, 2003

o Gregory Hawkins $100,000 500,000 July 14, 2003

o Larry G. Fuss $ 5,000 25,000 November 11, 2003

o Virlyn Slaton $ 50,000 250,000 December 1, 2003

Total $225,000

Although we issued convertible notes to the persons and in the amounts set
forth above, not all of the noteholders paid the purchase price for their notes
on those dates. At December 31, 2003, ARE had received proceeds of $181,200 from
the noteholders, and as of the date of this prospectus, ARE has received
proceeds of $219,000 from the noteholders.

The shares of common stock into which the notes are convertible are
included in this registration statement. The principal and accrued interest on
the notes will automatically convert into common stock 45 days after the
effectiveness of the registration statement of which this Prospectus is a part.
The conversion rate is the lesser of (i) $.80 per share, or (ii) 80% of the
average closing price of the Company's common stock during its first 30 trading
days. Notwithstanding the conversion rate, the noteholders are entitled to
convert their notes into an aggregate minimum of .5% of our issued and
outstanding common stock as of the date of conversion for every $5,000 held by a
note holder. Upon conversion, the noteholders have agreed to enter into an
agreement prohibiting their sale of our stock for nine months after our
registration statement becomes effective.

The warrants permit the holder to purchase one share of our common stock
for each dollar of principal and accrued interest outstanding on the holder's
convertible note as of the date of conversion. The exercise price of the
warrants is $1.00 per share. The warrants are exercisable for four years
commencing one year after the effective date of the registration statement of
which this Prospectus is a part.

DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 50,000,000 shares of Common Stock, par value
$.001 per share, of which 3,900,000 shares are issued and outstanding as of the
date hereof.

The holders of Common Stock are entitled to one vote per share for the
election of directors and with respect to all other matters submitted to a vote
of stockholders. Shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such shares voting for the
election of directors can elect 100% of the directors if they choose to do so
and, in such event, the holders of the remaining shares so voting will not be
able to elect any directors.

Upon any liquidation, dissolution or winding-up of the Company, our assets,
after the payment of our debts and liabilities, will be distributed pro-rata to
the holders of the Common Stock. The holders of the Common Stock do not have
preemptive or conversion rights to subscribe for any of our securities and have
no right to require us to redeem or purchase their shares.

The holders of Common Stock are entitled to share equally in dividends, if,
as and when declared by our Board of Directors, out of funds legally available
therefor.

We intend to apply for our common stock to be eligible for quotation on the
Over-the-Counter Bulletin Board.

Dividend Policy

To date, we have not paid any dividends on our Common Stock. The payment of
dividends, if any, on the Common Stock in the future is within the sole
discretion of the Board of Directors and will depend upon our earnings, capital
requirements and financial condition, and other relevant factors. The Board does
not intend to declare any dividends on the Common Stock in the foreseeable
future, but instead intends to retain all earnings, if any, for use in our
business operations.

Restrictions on Transferability

The Stock will not be registered under the Securities Act or under the
securities laws of any state or other jurisdiction. As a result, such Stock
cannot be transferred or otherwise disposed of without registration under the
Securities Act or, if applicable, the securities laws of any state or other
jurisdiction, absent an applicable exemption from registration, if any.

Shares Available for Sale Under Rule 144

3,025,000 shares of our outstanding Common Stock, owned by our Chief
Executive Officer, may be resold in the public markets without registration, if
certain conditions are met, pursuant to an exemption provided by Rule 144
promulgated under the Securities Act.

Convertible Notes

From January 28, 2003 to December 11, 2003, we sold to nine investors a
total of $225,000 in principal amount of our convertible notes with warrants.
The notes bear annual interest at 12% and mature on dates ranging from January
28, 2004 to November 11, 2004. (We have received executed Amendments from Steve
DeLoach, Chris Griffin, James Cowden and Terry Coats extending the maturity
dates of their respective notes to December 31, 2004). The shares of common
stock into which the notes are convertible are included in this registration
statement. The principal and accrued interest on the notes will automatically
convert into common stock 45 days after the effectiveness of the registration
statement of which this Prospectus is a part. The conversion rate is the lesser
of (i) $.80 per share, or (ii) 80% of the average closing price of the Company's
common stock during its first 30 trading days. Notwithstanding the conversion
rate, the noteholders are entitled to convert their notes into an aggregate
minimum of 22% of our issued and outstanding common stock as of the date of
conversion. Upon conversion, the noteholders have agreed to enter into an
agreement prohibiting their sale of our stock for nine months after our
registration statement becomes effective.

Transfer Agent and Registrar

The Company has hired Computershare Trust Company, Inc. as its transfer
agent for the Common Stock.

EXPERTS

Helin, Donovan, Trubee & Wilkinson, LLP, independent certified public
accountants, audited our financial statements as of December 31, 2003 and for
the years ended December 31, 2003 and December 31, 2002. In including those
financial statements in this prospectus, we have relied on Helin, Donovan,
Trubee & Wilkinson, LLP's authority as an expert in accounting and auditing.

LEGAL MATTERS

Thomas P. McNamara, P.A. is counsel to us and will pass on the validity of
the issuance of the shares being registered and sold by this prospectus.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS

Since we did not have any revenue from operations for either of the last
two fiscal years, nor do we have adequate funds already in hand for operations
for the next twelve months, we will rely on funds for operations and
acquisitions being derived by two methods:

o First, we seek to raise working capital for operations as well as the
required cash portion of the purchase price for one or more radio
station acquisitions, by the issuance of restricted securities in
private transactions.

o Second, if we are able to acquire one or more radio stations, we will
have access to the cash flow generated by these stations post-closing.
The stations that we intend to acquire should produce revenue
sufficient not only to cover their own operating costs, but also to
provide cash flow that can be used by us for corporate working capital
purposes.

As of April 30, 2004, our cash balance was $400, and we had a working
capital deficit of $11,800. Without raising additional capital through one or
more private transactions, we can satisfy our cash requirements for
approximately two months. We will only be able to close on one or more radio
station acquisitions upon obtaining bank financing for the cash portion of the
purchase price.

We anticipate an operating strategy, for the first full year of operations,
of acquiring up to fifteen profitable radio stations in Texas, Oklahoma and
Wyoming. Therefore we will need to raise the cash portion required for each of
those station acquisitions as well as the capital necessary for the transaction
costs of each of those transactions.

We should then reap the benefit of the cash flow of these additional
stations as they become of a part of our operations. All of these stations we
have targeted have been in operation for many years, and each of them is a part
of the community that it serves, so there should be no cash drain from a
start-up or turnaround. The stations all have stable programming content, and
there are no indications that changes are necessary.

We have a specific 300-question Due Diligence Station Checklist that we are
already using in researching each of the proposed acquisitions. This checklist
covers station background, market background, station/market potential, station
performance, operations, existing advertisers, accounts receivable and payable,
and insurance coverage. Once we have the answers to these questions and
requested exhibits, we have the requisite information necessary to make the
final purchase decision on each station deal, and we have the due diligence
information necessary to satisfy lending institutions for senior debt
commitments on these stations for future financing.

The radio stations that we propose to acquire are all cash-flowing,
profitable stations. Based on the initial investigations of the first 15
prospects, none of these stations appear to need any additional equipment.
Stations that are profitable tend to be better maintained than stations not
doing well financially. Therefore, there are no plans for any additional
acquisition of plant or equipment, other than the existing plant and equipment
that come as a part of the purchase of each of these stations. All of these
stations currently maintain sufficient amounts of insurance to guard against
accidents or weather damage so that if a building or transmitter site were
destroyed by fire or storm, there would be funds available for replacement and
rebuilding.

With each station acquisition, the total number of employees of the Company
will grow. Generally speaking, each station combination (AM and FM) should add
3-5 full time employees along with another 3-5 part-time employees or
independent contractors. We will actively work at adding advertising salespeople
at stations where it makes sense to do so. These employees' payroll will
continue to be paid by the specific stations for which each employee works.

Total Income $4,246,000

Total Technical Expense 189,060

Total Programming Expense 459,803

Total Sales Expense 928,558

Total Administrative Expense 634,672

Operating Expense 2,212,092

Total Corporate Expense 301,160

Total Expenses $2,513,252

Operating Broadcast Income $1,639,058

FEDERAL INCOME TAX CONSIDERATIONS
APPLICABLE ONLY TO STOCKHOLDERS OF CYTATION CORPORATION RECEIVING OUR STOCK AS A
DIVIDEND FROM CYTATION CORPORATION

The following is a brief discussion of the material United States federal
income tax consequences regarding the distribution of our common stock to
stockholders of Cytation Corporation, based on the tax laws of the United States
as in effect on the date of this Prospectus, which are subject to change or
changes in interpretation, possibly with retroactive effect.

You are urged to consult with your tax advisor concerning the consequences
of the distribution and the ownership and sale of our common stock under
federal, state, local and foreign tax laws, including the effect of possible
changes in tax law.

As a result of the distribution of our common stock to you by Cytation, you
may be subject to income tax whether or not a trading market develops for our
common stock.

U.S. Stockholders

If you are a U.S. stockholder, you will include the fair market value of
the shares of our common stock received in the distribution in gross income as
ordinary dividend income only to the extent of your share of Cytation's current
or accumulated tax earnings and profits through the end of Cytation's 2003 tax
year. Although Cytation did not have any accumulated earnings and profits at the
end of its 2003 tax year, Cytation expects that it will have sufficient current
earnings and profits so that a substantial part of the distribution will be a
taxable dividend. The exact amount of Cytation's earnings and profits depends
upon a variety of factors and cannot be determined until the end of its 2004 tax
year. To the extent the value of our common stock on the distribution date
exceeds Cytation's per share earnings and profits, you will be required to
reduce your basis in your shares of the Cytation common stock by the excess. If
your basis in your shares of Cytation common stock is reduced to zero, you will
recognize capital gain equal to the amount of any remaining value of our common
stock that you receive. Your holding period in our common stock will begin on
the day after the distribution date.

A U.S. stockholder that is a corporation will, subject to generally
applicable limitations, be entitled to a dividends received deduction in an
amount equal to 70% of the amount of the distribution received by it that is a
dividend.

Foreign Stockholders

If you are a foreign stockholder you will be subject to United States
withholding tax equal to 30% of the gross amount to be received by you in the
distribution unless the receipt of our common stock is effectively connected
with the foreign stockholder's United States trade or business or you are
eligible for a lower rate under an applicable treaty. A foreign stockholder who
is subject to withholding tax upon the distribution may file a claim for refund
to the extent of the withholding tax that has been imposed on the portion of the
distribution representing amounts in excess of Cytation's current and
accumulated tax earnings and profits.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains "forward-looking statements," which include
information relating to future events, future financial performance, strategies,
expectations, competitive environment, regulation and availability of resources.
These forward-looking statements include, without limitation, statements
regarding

o proposed acquisitions of radio stations,

o expectations as to growth and earnings,

o the time by which certain objectives will be achieved,

o projections, predictions, expectations, estimates or forecasts as to
our business, financial and operational results and future economic
performance, and

o statements of management's goals and objectives and other similar
expressions concerning matters that are not historical facts.

Words such as "may," "should," "could," "would," "predict," "potential,"
"continue," "expect," "anticipate," "future," "intend," "plan," "believe,"
"estimate" and similar expressions, as well as statements in the future tense,
identify forward-looking statements.

You should not interpret forward-looking statements as guarantees of future
performance or results, and they will not necessarily be accurate indications of
the times at which we will perform or achieve these results. We base
forward-looking statements on information available at the time and on our good
faith belief with respect to future events, but they are subject to risks and
uncertainties that could cause actual performance or results to differ

materially from those expressed in the statements. Important factors that could
cause differences include:

o industry competition, conditions, performance and consolidation,

o legislative and/or regulatory developments,

o the effects of adverse general economic conditions,

o adverse economic or operational repercussions from terrorist
activities, government response to those activities, war or other
armed conflicts, and

o other factors described under "Risk Factors."

Forward-looking statements speak only as of the date the statements are
made. We assume no obligation to update forward-looking statements to reflect
actual results, changes in assumptions or changes in other factors affecting
forward-looking information, except to the extent required by applicable
securities laws. If we update some forward-looking statements, you should not
assume that we will make additional updates about that or other forward-looking
statements.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement on Form SB-2 with the Securities and
Exchange Commission covering sale of the shares being offered by this
Prospectus. The registration statement and the exhibits to the registration
statement include information not contained in this Prospectus. Statements in
this Prospectus about the contents of any document are not necessarily complete,
and you should review the appropriate exhibit containing the document for
complete information. The registration statement and exhibits also contain
further information about us and the shares being offered.

We currently do not file reports with the SEC. After the registration
statement of which this Prospectus is a part is declared effective by the SEC,
we will be obligated to file reports with the SEC, including Forms 10-KSB,
10-QSB and 8-K, and proxy statements, as well as provide our stockholders with
annual reports in connection with our annual stockholders' meetings. Anyone may
inspect the registration statement and additional materials that we file with
the SEC in the future, without charge, at the SEC's Public Reference Room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov
that contains information about companies that file electronically with the SEC.

Independent Auditors' Report

The Board of Directors and Shareholders
American Radio Empire, Inc.:

We have audited the accompanying balance sheets of American Radio Empire, Inc.
(a development stage company) as of December 31, 2003 and 2002, and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended and the period from December 9, 1998 (inception) through December 31,
2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of American Radio Empire, Inc. as
of December 31, 2003 and 2002 and the results of its operations and cash flows
for the years then ended and the period from December 9, 1998 (inception)
through December 31, 2003 in conformity with generally accepted accounting
principles in the United States of America.

The accumulated deficit during the development stage for the period from
December 9, 1998 (inception), to December 31, 2003 is $262,241.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 9 to the financial
statements, the Company has incurred operating losses since inception and has a
deficit of stockholders' equity of $252,655, which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 9. The financial statements do not
include any adjustment that might result from the outcome of this uncertainty.

/s/ Helin, Donovan, Trubee & Wilkinson, LLP

Austin, Texas
February 19, 2004

AMERICAN RADIO EMPIRE, INC.
(A Development Stage Company)
BALANCE SHEETS
As of December 31, 2003 and 2002

December 31,
2003 2002

ASSETS

Cash $ 121 $ 18

TOTAL ASSETS $ 121 $ 18
========== ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

Accounts payable $ 29,601 $ -
Accrued interest payable 36,975 20,833
Convertible notes payable 181,200 35,000
Other liabilities 5,000 5,000

Total liabilities 252,776 60,833

Stockholders' deficit
Common stock, $0.001 par value,
50 million shares authorized,
3,900,000 and 3,025,000 issued
and outstanding, at December 31,
2003 and 2002, respectively 3,900 3,025
Additional paid-in capital 5,685 (2,190)
Deficit accumulated during the
development stage (262,241) (61,650)

Total stockholders' deficit (252,655) (60,815)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 121 $ 18
========== ========

See accompanying notes and independent auditors' report.

AMERICAN RADIO EMPIRE, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2003 and 2002, and
the Period from December 9, 1998 (Inception) Through December 31, 2003

From
December 9,
1998
(Inception)
Through
December 31,
2003 2002 2003

REVENUES $ - $ - $ -

OPERATING EXPENSES
Interest expense 16,142 6,300 36,975
Bank fees 158 120 614

Communications 5,186 - 5,250
Professional fees 159,188 - 197,388
Travel, meals and entertainment 9,760 - 9,760
Vehicle costs 8,443 - 8,443
Office supplies 962 - 962
Registration and licensing 325 85 580
Other expenses 427 - 2,269
Total operating expenses 200,591 6,505 262,241

LOSS BEFORE INCOME TAXES (200,591) (6,505) (262,241)

Income tax expense - - -

NET LOSS $ (200,591) $ (6,505) $ (262,241)
=========== =========== ===========

Basic and diluted loss per share: $ (0.06) $ (0.00) $ (0.09)

Weighted average common shares outstanding:
Basic 3,097,917 3,065,000 3,065,000
Diluted 3,097,917 3,065,000 3,065,000

See accompanying notes and independent auditors' report.

AMERICAN RADIO EMPIRE, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
For the Years Ended December 31, 2003 and 2002, and
the Period from December 9, 1998 (Inception) Through December 31, 2003

Deficit
Accumulated
Additional During
Common Stock Paid-in Development
Shares Amount Capital Stage Total

Initial capital contribution 3,025,000 $ 3,025 $ (2,375) $ - $ 650
Net loss from December 9, 1998
(inception) through December 31, 2001 - - - (55,145) (55,145)

Balance at
December 31, 2001 3,025,000 3,025 (2,375) (55,145) (54,495)

Capital contributions - - 185 - 185
Net loss - - - (6,505) (6,505)

Balance at
December 31, 2002 3,025,000 3,025 (2,190) (61,650) (60,815)

Issuance of common stock for service 875,000 875 7,875 - 8,750

Net loss - - - (200,591) (200,591)

Balance at
December 31, 2003 3,900,000 $ 3,900 $ 5,685 $(262,241) $ (252,656)
========= ======== ========= ========== ===========

See accompanying notes and independent auditors' report.

AMERICAN RADIO EMPIRE, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2003 and 2002 and
the Period from December 9, 1998 (Inception) Through December 31, 2003

From
December 9, 1998
(Inception)
Through
2003 2002 December 31, 2003

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (200,591) $ (6,505) $ (262,241)
Consulting fees paid through issuance of note - - 35,000
Consulting fees paid through issuance of stock 8,750 - 8,750
Adjustments to reconcile net loss to net
cash provided by operating activities:
Increase in accounts payable 29,602 - 29,602
Increase in accrued interest payable 16,142 6,300 36,975
Increase in other liabilities - - 5,000
45,744 6,300 71,577
NET CASH USED BY OPERATING ACTIVITIES (146,097) (205) (146,914)

CASH FLOWS FROM INVESTING ACTIVITIES - - -

CASH FLOWS FROM FINANCING ACTIVITIES
Contributions of capital - 185 835
Issuance of convertible notes payable 146,200 - 146,200
146,200 185 147,035
NET INCREASE (DECREASE) IN CASH 103 (20) 121

CASH AT BEGINNING OF PERIOD 18 38 -
CASH AT END OF PERIOD $ 121 $ 18 $ 121
============ ============ ============

SUPPLEMENTAL DISCLOSURE
Interest and Income taxes paid $ - $ - $ -
============ ============ ============

NON CASH TRANSACTIONS
In 1999, a total of $35,000 of consulting fees were paid through the issuance of
a note payable (Note 3).
In 2003, a total of $8,750 of consulting fees were paid through the issuance of
common stock (Note 8)

See accompanying notes and independent auditors' report.

AMERICAN RADIO EMPIRE, INC.
Notes to Financial Statements

Note 1 - Nature of Business

American Radio Empire, Inc., a Nevada corporation (the "Company"), was formed in
December 1998. The Company was created to acquire, consolidate and operate small
market radio stations in specific geographic regions of the United States of
America. To date, the Company has not begun operations or acquired radio
stations. When operations begin, the Company will be regulated by the Federal
Communications Commission.

In 2003, the total authorized shares were increased to 50 million. This has been
reflected in the stockholders' deficit section of the balance sheet.

Development Stage Company

The Company is a development stage company, as defined in the Financial
Accounting Standards Board Statement of Financial Accounting Standards (SFAS)
No. 7. The Company is devoting substantially all of its present efforts in
securing and establishing a new business, and although planned operations have
commenced, no revenue has been realized.

Note 2 - Significant Accounting Policies

Basis of accounting

These financial statements are presented on the accrual basis of accounting in
accordance with generally accepted accounting principles in the United State of
America whereby revenues are recognized in the period earned and expenses when
incurred.

Cash equivalents

For purposes of the statements of cash flows, the Company considers short-term
investments, which may be withdrawn at any time without penalty, and restricted
cash, which will become available within one year from the date of the financial
statements, to be cash equivalents.

Property and equipment

Property and equipment are stated at cost. Depreciation is provided in amounts
sufficient to relate the cost of depreciable assets to operations over the
estimated lives, principally on an accelerated basis. Leasehold improvements are
amortized over the term of the respective leases using the straight-line method.
All other fixed assets are depreciated over a three to seven year period.

Expenditures for maintenance and repairs are charged to expense as incurred.
Major expenditures for additions, replacements and betterments are capitalized.
When assets are sold, retired or fully depreciated, the cost, reduced by the
related amount of accumulated depreciation, is removed from the accounts and any
resulting gain or loss is recognized as income or expense.

AMERICAN RADIO EMPIRE, INC.
Notes to Financial Statements

Note 2 - Significant Accounting Policies (Continued)

Use of estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Accordingly, actual results could differ from those
estimates.

Cash balances

Cash is deposited in demand accounts in federally insured domestic institutions
to minimize risk. The balances in these accounts may exceed the federally
insured limit in the future.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. In addition, a valuation allowance is established to reduce any
deferred tax asset in which the Company is not able to determine on a more
likely than not basis that the deferred tax asset will be realized.

Loss per common share

Basic loss per share is based on the weighted effect of common shares issued and
outstanding, and is calculated by dividing net loss by the weighted average
shares outstanding during the period. Diluted loss per share is calculated by
dividing net loss by the weighted average number of common shares used in the
basic loss per share calculation plus the number of common shares that would be
issued assuming exercise or conversion of all potentially dilutive common shares
outstanding.

Incremental common shares attributable to the exercise of outstanding warrants
of 146,200 shares as of December 31, 2003 were excluded from the computation of
diluted loss per share because the effect would be antidilutive. As of December
31, 2003, there were outstanding convertible notes to purchase approximately
175,000 shares of common stock that were not included in the computation of
diluted loss per share because the effect would have been antidilutive. See Note
3 for further discussion.

AMERICAN RADIO EMPIRE, INC.
Notes to Financial Statements

Note 3 - Convertible Notes Payable

The Company executed a note in 1998 in exchange for services rendered by a
consultant. This note bears interest at 18% and is due on demand. The note has a
conversion feature whereby the holder can choose to convert all of the
outstanding principal and interest into common stock representing 0.787% of the
outstanding stock at the time of conversion. The note holder agreed to accept
50,000 shares of common stock within 60 days of the Company becoming a
recognized publicly traded company in full settlement of the note and accrued
interest.

In 2003, the Company executed a series of Promissory Notes (Notes) totaling
$146,200 with individuals. The terms of these Notes included fixed interest of
12% per year, principal and interest due between February and July 2004 and a
mandatory conversion feature contingent upon the Company becoming a recognized
publicly traded company. The conversion rate is the lesser of $0.80 per common
share or 80% of the average trading value per common share during the first 30
trading days. Each Note holder also received a warrant to purchase 146,200
additional shares, pro-rata based on the Notes held, at $1 per share. No value
has been assigned to the warrants at the date of issuance. The warrants expire
four years after the initial registration statement.

Note 4 - Commitments and Contingencies

The Company will be subjected to various claims and liabilities in the ordinary
course of business. The Company intends to maintain various forms of insurance
that the Company's management believes are adequate to reduce the exposure to
these risks to an acceptable level.

The Company executed an agreement in 2003 to purchase two radio stations for
$400,000 of common stock (number of shares to be determined on the day of
Closing based on market value of common stock on that date) plus $375,000 cash.
An additional $25,000 is to be paid to the sellers in exchange for a non-compete
agreement. This agreement is contingent on the registration of common stock and
the Company obtaining the additional cash resources (Note 9).

The Company entered into an agreement in 2003 with a consultant and agreed to
issue warrants for the purchase of 125,000 shares of common stock. The warrants
are exercisable at 125% of the average trading value per common share during the
first 30 trading days. The warrants expire five years after the initial
registration statement. The warrants have not been included in the calculation
of earnings per share.

Note 5 - Other Liabilities

The Company received $5,000 from an individual in 1999 as part of an agreed upon
investment. The individual has not fully invested the agreed amount and the
Company intends to either repay the amount with interest or issue common stock
in settlement of this liability in the future.

AMERICAN RADIO EMPIRE, INC.
Notes to Financial Statements

Note 6 - Related Party Transactions

An individual who is an officer and shareholder of the Company provides
facilities and other operating costs for the Company without reimbursement. That
individual has an employment agreement with the Company that requires payment of
a salary with a set progression of annual raises, medical insurance and a
vehicle for business use in exchange for management services. To date, the
Company has not provided this compensation. This individual has forgone claims
to this compensation and therefore it has not been accrued as a liability as of
December 31, 2003 and 2002. In 2003, the Company executed a consulting agreement
with this shareholder that provides for payment of consulting fees and
reimbursement of expenses. Approximately $109,000 has been paid under this
agreement during 2003.

Note 7 - Income Taxes

At December 31, 2003 and 2002, the Company has net operating loss carry forwards
of approximately $185,000 and $1,000, respectively, which may be offset against
future taxable income. The operating loss carry forwards expire between 2019 and
2023. The remaining tax benefit of approximately $62,900 has not been reported
in these financial statements because the Company believes that there is at
least a 50% chance that the carry forwards will expire unused. Accordingly, the
tax benefit has been offset by a valuation allowance of the same amount.

Note 8 - Common Stock

During 2003, the Company issued a stock dividend of 3,021,975 shares to its sole
shareholder at that time. This transaction has been reflected retroactively to
all periods presented in accordance with Statement of Financial Accounting
Standards No. 128, Earnings per Share.

Also during 2003, the Company issued 875,000 shares to two officers and a
consultant for services performed during the year. As part of this transaction,
$8,750 has been included in professional fees in these financial statements for
the year ended December 31, 2003.

Note 9 - Liquidity and Capital Resources

The Company has experienced operating losses since inception as a result of
efforts to acquire capital and use that capital to acquire radio stations. The
Company expects that it will achieve profitability and positive cash flows in
the future. The Company's plans in regard to this are to increase revenues by
acquiring profitable radio stations and substantially reduce the cost of
professional fees and obtain capital through the sale of stock. There can be no
assurance that the Company will ever achieve or sustain profitability or
positive cash flow from its operations, reduce expenses or sell common stock. To
date, the Company has funded its activities primarily through private
convertible debt offerings (Note 3).

These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the ultimate outcome of these matters.

Part II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada Business Corporation Act authorizes a court
to award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations. The
terms of Section 78.7502 are sufficiently broad to permit indemnification under
certain circumstances for liabilities, including reimbursement of expenses
incurred, arising under the Securities Act.

As permitted by Nevada law, the registrant's Articles of Incorporation
includes a provision that eliminates the personal liability of its directors for
monetary damages for breach of fiduciary duty as a director, except for
liability

o for acts or omissions that involve intentional misconduct, fraud or a
knowing violation of law;

o the payment of dividends in violation of Section 78.300 of the Nevada
Business Corporation Act.

As permitted by Nevada law, the registrant's bylaws provide that

o the registrant is required to indemnify its directors and officers or
former directors and officers or any person who may have served at the
registrant's request as a director or officer of another corporation
in which the registrant is a shareholder, subject to limited
exceptions where indemnification is not permitted by applicable law;

o the rights conferred in the bylaws are not exclusive.

At present, there is no pending litigation or proceeding involving a
director, officer or employee of the registrant regarding which indemnification
is sought, nor is the registrant aware of any threatened litigation that may
result in claims for indemnification.

The registrant intends to obtain directors' and officers' insurance to
cover its directors and officers for certain liabilities, including coverage for
securities matters.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with the distribution of the securities
being registered, all of which are to be paid by the registrant, are as follows:

Securities and Exchange Commission Registration Fee .............. $ 18.63
Printing ......................................................... 5,000.00
Legal Fees and Expenses .......................................... 25,000.00
Accounting Fees and Expenses ..................................... 5,000.00
Transfer Agent and Registrar Accounting .......................... 2,500.00
Miscellaneous Fees and Expenses .................................. 2,500.00
Total ............................................................ $40,018.63
_________________________________

All amounts other than the registration fee are estimates.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

The registrant has sold and issued the following securities since January 1,
1999:

o On January 15, 1999, the registrant issued 3,025 shares of its common stock
to its founder, Dain Schult for $100.00. The registrant believes that this
offering was exempt from registration under Section 4(2) of the Securities
Act and Rule 506 thereunder. The offering was made in a private transaction
effected without advertising or general solicitation to a single accredited
investor who was provided with all material information regarding the
issuer. The offering was not underwritten, and no commission was paid. As a
result of a stock dividend on October 1, 2003, these 3,025 shares now
represent 3,025,000 shares.

o On December 1, 2003, the registrant issued 375,000 shares of its common
stock to Herb Neu and Harry Hedges, two of its executive officers in
exchange for written commitments to provide services to the Company. The
registrant believes that these issuances were exempt from registration
under Section 4(2) of the Securities Act and Rule 506 thereunder. The
offering was made in a private transaction effected without advertising or
general solicitation to two accredited investors who were provided with all
material information regarding the issuer. The offering was not
underwritten, and no commission was paid.

o In December 2003, the registrant issued 500,000 shares of its common stock,
together with a warrant to purchase 125,000 shares of its common stock, to
Cytation in exchange for Cytation's agreement to provide services to ARE.
The registrant believes that these issuances were exempt from registration
under Section 4(2) of the Securities Act and Rule 506 thereunder. The
offering was made in a private transaction effected without advertising or
general solicitation to a single accredited investor who was provided with
all material information regarding the issuer. The offering was not
underwritten, and no commission was paid.

o From January 28, 2003 to December 11, 2003, the registrant sold to nine
investors a total of $225,000 in principal amount of convertible notes with
warrants. The registrant believes that these issuances were exempt from
registration under Section 4(2) of the Securities Act and Rule 506
thereunder. The offering was made in private transactions effected without
advertising or general solicitation to nine investors, all of whom were
accredited or had such knowledge and experience in financial and business
matters that they were capable of evaluating the merits and risks of the
prospective investment. Each investor was provided with all material
information regarding the issuer. The offering was not underwritten, and no
commission was paid.

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Number Title

3(i).1 Articles of Incorporation

3(i).2 Certificate of Amendment to the Articles of Incorporation

3(ii).1 Bylaws *

4.1 Form of Convertible Note *

4.2 Form of Subscription Agreement *

4.3 Form of Warrant Agreement*

5 Opinion of Thomas P. McNamara, P.A.

10.1 Consulting Agreement dated August 1, 2003, between ARE and
Cytation Corporation *

10.2 Asset Purchase Agreement dated October 24, 2003, between ARE
and Ronnie Witcher and Debbie Witcher *

10.3 Employment Agreement dated December 15, 2000, between ARE and
Dain Schult *

10.4 Employment Agreement dated December 15, 2000, between ARE and
Harry Hedges *

10.5 Employment Agreement dated August 16, 2002, between ARE and
Herb Neu *

10.6 Amendment to Employment Agreement dated December 15, 2003, between
ARE and Harry Hedges *

10.7 Amendment to Employment Agreement dated December 15, 2003, between
ARE and Herb Neu *

10.8 Amendment to Employment Agreement dated January 1, 2004 between
ARE and Dain L. Schult.

10.9 Lease Agreement dated January 1, 2004 between ARE and Dain L.
Schult.

23.1 Consent of Helin, Donovan, Trubee & Wilkinson, LLP

23.2 Consent of Thomas P. McNamara, P.A. (included in Exhibit 5)

* Previously filed

ITEM 28. UNDERTAKINGS

a. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

b. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment to the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being

registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Austin,
State of Texas, on April 30, 2004.

AMERICAN RADIO EMPIRE, INC.

By:/s/ Dain Schult
Dain Schult, President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/Dain Schult Chairman, President, April 30, 2004
Dain Schult Principal Executive
Financial and Accounting Officer, Director

/s/Harry Hedges Chief Operating Officer April 30 , 2004
Harry Hedges Southwestern Division,
Director

/s/Herb Neu Chief Operating Officer April 30, 2004
Herb Neu Southeastern Division,
Director

American Radio Empire Inactive SB-2/ARegistration of securities for small business issuer (amended)