U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
AMERICA'S SPORTS VOICE, INC.
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(Name of Small Business Issuer in its charter)
New York 11-3363563
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
380 Hempstead Avenue
West Hempstead, New York 11552
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(Address of principal executive offices) (Zip code)
Issuer's telephone number: (516) 481-4370
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
Page One of Eighty One Pages
Exhibit Index is Located at Page Forty Six
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TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . . . . 3
Item 2. Plan of Operation. . . . . . . . . . . . . . . . . 15
Item 3. Description of Property. . . . . . . . . . . . . . 20
Item 4. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . 20
Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . 21
Item 6. Executive Compensation . . . . . . . . . . . . . . 22
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . 23
Item 8. Description of Securities. . . . . . . . . . . . . 23
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . .. . . . . . . 24
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . 25
Item 3. Changes in and Disagreements with Accountants. . . 25
Item 4. Recent Sales of Unregistered Securities. . . . . . 25
Item 5. Indemnification of Directors and Officers. . . . . 28
PART F/S
Financial Statements . . . . . . . . . . . . . . . 30
PART III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . 46
Item 2. Description of Exhibits. . . . . . . . . . . . . . 48
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PART I
Item 1. Description of Business
America's Sports Voice, Inc. (the "Company" or "ASV") is a development
stage company which was incorporated under the laws of the state of New York on
February 12, 1997 under the name "Americas Sports Voice, Inc." for any lawful
purpose. The Company subsequently amended its articles of incorporation to
change the name of the Company to its current name. The Company's objective is
to create an organization to impact the sports industry by representing the
interests of its sports fan members with owners of sport franchises, as well as
the players themselves.
ASV is a high technology, multi-media marketing company utilizing both the
Internet and publishing businesses to accomplish its business objectives. The
Company intends to provide timely sports information, sports programming,
discounted travel benefits and sports merchandise to its members through it's
quarterly magazine and website.
Management believes that the fans of each respective sports franchise are
the driving force in their respective markets, from major metropolitan cities to
the smaller venues. The fans are the principal source of revenues for the
franchises; their tax dollars are utilized to build new stadiums and arenas and
they have almost no say in what will happen to their favorite sports franchise.
The Company's goal is to create a powerful fan based organization that will
provide a vehicle for input of the sports fans interests. ASV intends to provide
the voice of its members, the fans, to be heard across the country and around
the world. The Company believes that there is strength in numbers and as a
unified fan based organization, ASV can work with the owners and players to
accomplish its goals.
One of the leading pastimes for leisure activity in America is watching
professional sports. This is proven by the amount of time and money spent by
consumers watching and attending sporting events. During the combined seasons
for the 1997-1998 sports year, the four major professional sports leagues in the
United States drew in excess of 120 million fans. When combined with the various
additional sports, including the advent of women's professional sports gaining
increased recognition, there are considerably more. The combined gate receipts
collected by the various franchises exceeded $3.5 billion in revenue during this
same period. While no assurances can be provided, through ASV's proposed
aggressive advertising campaign which will utilize print, radio, television and
the internet, the Company projects attracting 100,000 members in the first year
of its proposed marketing campaign, representing less than one eighth of one
percent (0.125%) of the more than 100,000,000 fans nationwide. This marketing
campaign is anticipated to commence in the near future.
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ASV has earmarked a national and international audience to market its
sports membership program. The Company is currently positioning to launch its
membership drive in the northeast United States, commencing in the New York
metropolitan area. To promote the ASV brand name to new regions and markets, the
Company expects to utilize television, radio, print, direct mail advertising and
trade shows in addition to Internet advertising. Each of the advertising media
is intended to solicit a different segment of the Company's target market. Along
with radio and print media, ASV expects to work with local retail organizations,
such as sporting good stores, sports bars and sports memorabilia stores. This is
expected to strengthen the ASV brand name to sports fans in the places they
frequent most.
The Company is presently positioning strategic alliances with various
organizations to place "take-one" applications in their multiple locations, thus
developing alliance members. The locations in different businesses will provide
prospective members with discounts on goods and/or services. For participating
in this network, ASV will pay the retailer or organization a commission on each
member that signs up through their store or location. The Company will utilize
all efficient and cost effective means of attracting additional members.
Management feels that recent history and public outcry make this the perfect
time to launch the ASV membership marketing campaign.
ASV's membership program is offered for a $29.95 fee and intends to provide
its members with several benefits including (i) a multi-media website for them
to interact and access areas of interest; (ii) a comprehensive quarterly
magazine of approximately 16-24 pages, in full color; (iii) sports ticket
discounts; (iv) contests, prizes and giveaways; and (v) travel, merchandise and
service discounts. In addition, as the Company grows and if the membership
numbers increase (of which there can be no assurance) the Company's eventual
ability to influence the owners, players and sponsors should also increase.
ASV also intends to develop multi-media platforms from which to launch
other entertainment oriented projects. In this regard, ASV is currently in
negotiations with a radio station, Internet service provider and theatrical and
event ticket providers. These recent negotiations involve the production and
broadcast of the future ASV Sports Hour. The format will consist of sports
interviews and call-ins, a format sports fans are accustomed to and follow. This
broadcast will be available through the Company's website, providing ASV an
international reach with a local market and future syndication program. With the
Internet distribution the Company will reach more of its members and they can
listen live or at any convenient time because the content will be archived and
available on the website.
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Beginning in March 1997, the Company undertook a private offering of its
common stock pursuant to the exemption from registration provided by Rule 504
promulgated under Regulation D of the Securities Act of 1933, as amended. The
Company sold an aggregate of 442,500 shares of its common stock at $1.00 per
share.
Employees
The Company has two (2) full time employees, including Mr. Angelo J.
Panzarella, Chairman of the Board, President, Secretary and Chief Executive
Officer. In addition, the Company also has two (2) part-time employees. None of
the Company's employees are members of any union, nor has the Company entered
into any collective bargaining agreements regarding its employees. Management
believes that its relationship with its employees is satisfactory. It is
anticipated that, in the event the Company is successful in implementing its
business plan described herein, that additional employees will be retained in
the future to handle this anticipated growth. These areas include administration
and marketing.
Competition
The sports services industry and the sport fan business is highly
competitive. The Company has and will continue to encounter competition from
numerous other firms and established institutions, many of which are larger,
have longer histories of operations and have greater financial, marketing and
other resources than that of the Company. With respect to its operations
directed to memberships, the Company will face the task of educating the sports
fan as to the advantages of its programs, the minimal risk for participating and
the perceived benefits to the individual fan. No assurances can be provided that
the Company will be successful in its efforts to maintain market acceptance or
that, even if successful, will be able to attract sufficient sales to make its
operations commercially profitable.
Governmental Regulations
The Company is not subject to any extraordinary governmental regulations.
Risk Factors
The Company's business is subject to numerous risk factors, including the
following:
THE COMPANY'S INDEPENDENT AUDITORS HAVE EXPRESSED A GOING CONCERN OPINION
As a result of the accumulated deficit of $408,485 at June 30, 1999, lack
of operating revenues and its minimal capital resources then available to meet
obligations which were normally expected to
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be incurred by similar companies, there is a substantial doubt about the
Company's ability to continue as a going concern and, as a result, the Company's
independent auditors modified their "going concern" opinion as to the Company's
ability to continue as a going concern in connection with the audits for the
years ended June 30, 1999 and 1998. Management believes that its cash flow
requirements during fiscal 2000 can be met from its anticipated commencement of
revenues. There can be no assurance that the Company will realize such
anticipated sales. In such event, unless the Company were to secure alternative
financing, as to which there can be no assurance, the Company may have to cease
operations.
THE COMPANY'S PROPOSED OPERATIONS ARE SPECULATIVE. THE COMPANY HAS NOT CONDUCTED
ANY MARKET RESEARCH, NOR DOES IT HAVE A MARKETING ORGANIZATION.
The success of the Company's proposed plan of operation will depend to a
great extent on the acceptance of the Company's business premise by the general
public. The Company has neither conducted, nor have others made available to it,
results of market research indicating that market demand exists for the business
plan contemplated by the Company. Moreover, the Company does not have a
marketing organization. Even in the event demand is identified for a sports fan
organization contemplated by the Company, there is no assurance the Company will
be successful in generating profitable operations.
THE COMPANY IS A DEVELOPMENT STAGE COMPANY, HAS A LIMITED OPERATING HISTORY, IT
ANTICIPATES CONTINUED LOSSES IN THE NEAR FUTURE AND FUTURE RESULTS ARE
UNCERTAIN.
ASV has only a limited operating history upon which an evaluation of the
Company and its prospects can be based. The Company's prospects must be
evaluated with a view to the risks encountered by a company in an early stage of
development, particularly in light of the uncertainties relating to the new and
evolving markets in which the Company has begun to operate and whether there
will be acceptance of the Company's business model. ASV will be incurring costs
to continue to develop and enhance its web site, to establish marketing and
distribution relationships, to establish its television show production and
acquire additional hardware and software and to enhance its existing
administrative organization. To the extent that such expenses are not
subsequently followed by commensurate revenues, the Company's business, results
of operations and financial condition will be materially adversely affected.
There can be no assurance that the Company will be able to generate sufficient
revenues from the sales through its business to achieve or maintain
profitability on a quarterly or an annual basis in the future. ASV expects
negative cash flow from operations to continue, at least for the foreseeable
future, as it continues to develop and market its business. If cash generated by
operations is insufficient to satisfy the Company's liquidity requirements, the
Company may be required to sell debt or additional equity securities. The sale
of additional
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equity or convertible debt securities would result in additional dilution to the
Company's stockholders. Further, there can be no assurances that the Company
will successfully be able to sell its securities in order to obtain additional
capital.
THE COMPANY'S BUSINESS PLAN IS DEPENDENT IN PART ON THE INTERNET AND THERE IS
UNCERTAIN ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE.
Use of the Internet by consumers is at an early stage of development and
market acceptance of the Internet as a medium for commerce is subject to a high
level of uncertainty. The Company's future success will depend on its ability to
increase significantly revenues, which will require the development and
widespread acceptance of the Internet as a medium for commerce. There can be no
assurance that the Internet will be a successful retailing channel. The Internet
may not prove to be a viable commercial marketplace because of inadequate
development of the necessary infrastructure, such as reliable network backbones,
or complementary services, such as high speed modems and security procedures for
financial transactions. The viability of the Internet may prove uncertain due to
delays in the development and adoption of new standards and protocols (for
example, the next generation Internet Protocol) to handle increased levels of
Internet activity or due to increased governmental regulation. If use of the
Internet does not continue to grow, or if the necessary Internet infrastructure
or complementary services are not developed to support effectively the growth
that may occur, the Company's business, results of operations and financial
condition could be materially adversely affected.
The Company's future success will be significantly dependent upon its
ability to sell its memberships and to attract users and advertisers to its
website. There can be no assurance that the Company will be attractive to a
sufficient number of users to generate significant revenues. There can also be
no assurance that the Company will be able to anticipate, monitor and
successfully respond to rapidly changing consumer tastes and preferences so as
to continually attract a sufficient number of users to its web sites. If the
Company is unable to develop Internet content that allows it to attract, retain
and expand a loyal user base, its business, results of operations and financial
condition will be materially adversely affected.
THERE IS A RISK OF CHANGES IN TECHNOLOGY.
The Company's success will also depend upon its ability to develop and
provide new products and services. The delivery of the Company's products and
services on-line is, and will continue to be, like the Internet, characterized
by rapidly changing technology, evolving industry standards, changes in customer
requirements and frequent new service and product introductions. The Company's
future success will depend, in part, on its ability
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to use effectively leading technologies to continue its technological expertise,
to enhance its current services, to develop new services that meet changing
customer requirements and to influence and respond to emerging industry
standards and other technological changes on a timely and cost-effective basis.
There can be no assurance that the Company will so respond to these changing
technological conditions.
THE COMPANY IS SUBJECT TO SIGNIFICANT COMPETITION.
The sports services industry and the sport fan business is highly
competitive. The Company has and will continue to encounter competition from
numerous other firms and established institutions, many of which are larger,
have longer histories of operations and have greater financial, marketing and
other resources than that of the Company. With respect to its operations
directed to memberships, the Company will face the task of educating the sports
fan as to the advantages of its programs, the minimal risk for participating and
the perceived benefits to the individual fan. No assurances can be provided that
the Company will be successful in its efforts to maintain market acceptance or
that, even if successful, will be able to attract sufficient sales to make its
operations commercially profitable.
In addition, the market in which the Company competes is characterized by
frequent new product introductions, rapidly changing technology and the
emergence of new industry standards. The rapid development of new technologies
increases the risk that current or new competitors will develop products or
services that reduce the competitiveness and are superior to the Company's
products and services. The Company's future success will depend to a substantial
degree upon its ability to develop and introduce in a timely fashion new
products and services and enhancements to its existing products and services
that meet changing customer requirements and emerging industry standards. The
development of new, technologically advanced products and services is a complex
and uncertain process requiring high levels of innovation, as well as the
accurate anticipation of technological and market trends. There is a potential
for product development delay due to the need to comply with new or modified
standards. There can be no assurance that the Company will be able to identify,
develop, market, support, or manage the transition to new or enhanced products
or services successfully or on a timely basis, that new products or services
will be responsive to technological changes or will gain market acceptance, or
that the Company will be able to respond effectively to announcements by
competitors, technological changes, or emerging industry standards. The
Company's business, results of operations and financial condition would be
materially and adversely affected if the Company were to be unsuccessful, or to
incur significant delays, in developing and introducing new products, services,
or enhancements.
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Many of the Company's current and potential competitors in the Internet and
sports businesses have longer operating histories, significantly greater
financial, technical and marketing resources, greater name recognition and
larger existing customer bases than the Company. These competitors may be able
to respond more quickly to new or emerging technologies and changes in customer
requirements and to devote greater resources to the development, promotion and
sale of their products or services than the Company. There can be no assurance
that the Company will be able to compete successfully against current or future
competitors.
THE COMPANY'S QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.
The Company's quarterly operating results may fluctuate significantly in
the future as a result of a variety of factors, most of which are outside the
Company's control, including: the level of use of the Internet; Internet
advertising; seasonal trends in Internet use, purchases and advertising
placements; the addition or loss of advertisers; the level of traffic on the
Company's Internet sites; the amount and timing of capital expenditures and
other costs relating to the expansion of the Company's Internet operations; the
introduction of new sites and services by the Company or its competitors; price
competition or pricing changes in the industry; technical difficulties or system
downtime; general economic conditions; and economic conditions specific to the
Internet and Internet media. Due to the foregoing factors, among others, it is
likely that the Company's operating results will fall below the expectations of
the Company or investors in some future quarter.
THE COMPANY IS DEPENDENT ON KEY PERSONNEL AND EXPECTS TO HIRE ADDITIONAL
PERSONNEL.
The Company's performance is substantially dependent on the services of
Angelo J. Panzarella, its Chairman, President, Secretary and Chief Executive
Officer. The Company's success also depends on its ability to attract and retain
additional qualified employees. Competition for qualified personnel is intense.
There can be no assurance that the Company will be able to attract and retain
key personnel. The loss of Mr. Panzarella or more key employees could have a
material adverse affect on the Company.
The Company believes its future success will also depend in large part upon
its ability to attract and retain highly skilled management, technical
engineers, sales and marketing, finance and technical personnel. Competition for
such personnel is intense and there can be no assurance that the Company will be
successful in attracting and retaining such personnel. The loss of the services
of any of the key personnel, the inability to attract or retain qualified
personnel in the future, or delays in hiring required personnel, particularly
technical engineers and sales personnel,
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could have a material adverse affect on the Company's business, results of
operations and financial condition.
THE COMPANY IS DEPENDENT ON THIRD PARTIES FOR INTERNET OPERATIONS AND PRODUCT
DELIVERIES.
The Company's ability to advertise on other Internet sites and the
willingness of the owners of such sites to direct users to the Company's
Internet sites through hypertext links are critical to the success of the
Company's Internet operations. The Company also relies on the cooperation of
owners of copyrighted materials and Internet search services and on its
relationships with third party vendors of Internet development tools and
technologies. There can be no assurance that the necessary cooperation from
third parties will be available on acceptable commercial terms or at all. If the
Company is unable to develop and maintain satisfactory relationships with such
third parties on acceptable commercial terms, or if the Company's competitors
are better able to leverage such relationships, the Company's business, results
of operations and financial condition will be materially adversely affected.
The Company will also be dependent on third party fulfillment companies for
product deliveries. Any pattern of repeated failures by a third party
fulfillment company to make timely and correct deliveries would discourage
existing customers from placing additional orders with the Company and could
discourage prospective customers from initially ordering from the Company.
Management believes that there are two ways to alleviate such a problem: (1) by
turning to alternative third party fulfillment companies for a specific product
or (2) by stocking its own inventory of popular products. However, this action
would increase the Company's costs and also expose it to the risk of stocking
the "wrong" inventory to meet customer demands, so management will turn instead
to the first alternative. There can be no assurance that products will be
available at acceptable prices and other terms from these alternative third
party fulfillment companies.
THE COMPANY MAY NEED TO SPEND SIGNIFICANT AMOUNT OF MONEY TO PROTECT AGAINST
SECURITY BREACHES.
A party who is able to circumvent the Company's security measures could
misappropriate proprietary information or cause interruptions in the Company's
Internet operations. The Company may be required to expend significant capital
and resources to protect against the threat of such security breaches or to
alleviate problems caused by such breaches. Consumer concern over Internet
security has been, and could continue to be, a barrier to commercial activities
requiring consumers to send their credit card information over the Internet.
Computer viruses, break-ins, or other security problems could lead to
misappropriation of proprietary information and interruptions, delays, or
cessation in service to the Company's customers. Moreover, until more
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comprehensive security technologies are developed, the security and privacy
concerns of existing and potential customers may inhibit the growth of the
Internet as a merchandising medium. Were these risks to occur, the Company's
business, results of operations and financial condition could be materially
adversely affected.
THE COMPANY MAY NEED ADDITIONAL CAPITAL WITH WHICH TO IMPLEMENT ITS BUSINESS
PLAN AND THERE IS NO AGREEMENT WITH ANY THIRD PARTY TO PROVIDE SUCH CAPITAL IF
NEEDED.
Based on current levels of operations and planned growth, the Company
anticipates that it will not require infusion of additional capital to
accomplish its business objectives described herein. However, if the Company
requires additional funding or determines it appropriate to raise additional
funding during such period, there is no assurance that adequate funds, whether
through additional equity financing, debt financing or other sources, will be
available when needed or on terms acceptable to the Company. Further, any such
funding may result in significant dilution to existing stockholders. The
inability to obtain sufficient funds from operations and external sources when
needed would have a material adverse affect on the Company's business, results
of operations and financial condition.
THE INTERNET MAY BECOME SUBJECT TO SIGNIFICANT GOVERNMENT REGULATIONS IN THE
FUTURE WHICH COULD NEGATIVELY IMPACT THE COMPANY'S PROPOSED BUSINESS.
The Company is not currently subject to direct federal, state, or local
regulation and laws or regulations applicable to access to, or commerce on, the
Internet, other than regulations applicable to business generally. However, due
to the increasing popularity and use of the Internet and other on-line services,
it is possible that a number of laws and regulations may be adopted with respect
to the Internet or other on-line services covering issues such as user privacy,
"indecent" materials, freedom of expression, pricing, content and quality of
products and services, taxation, advertising, intellectual property rights and
information security. The adoption of any such laws or regulations might also
decrease the rate of growth of Internet use, which in turn could decrease the
demand for the Company's products and services or increase the cost of doing
business or in some other manner have a material adverse affect on the Company's
business, results of operations and financial condition. In addition,
applicability to the Internet of existing laws governing issues such as property
ownership, copyrights and other intellectual property issues, taxation, libel,
obscenity and personal privacy is uncertain. The vast majority of such laws were
adopted prior to the advent of the Internet and related technologies and, as a
result, do not contemplate or address the unique issues of the Internet and
related technologies. The Company does not believe that such regulations, which
were adopted prior to the advent of the Internet, govern the operations of the
Company's business nor have any claims been filed by any
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state implying that the Company is subject to such legislation. There can be no
assurance, however, that a state will not attempt to impose these regulations
upon the Company in the future or that such imposition will not have a material
adverse affect on the Company's business, results of operations and financial
condition.
Several states have also proposed legislation that would limit the uses of
personal user information gathered on-line or require on-line services to
establish privacy policies. The Federal Trade Commission has also initiated
action against at least one on-line service regarding the manner in which
personal information is collected from users and provided to third parties.
Changes to existing laws or the passage of new laws intended to address these
issues could create uncertainty in the marketplace that could reduce the demand
for the services of the Company or increase its costs of doing business as a
result of litigation costs or increased service delivery costs, or could in some
other manner have a material adverse affect on the Company's business, results
of operations and financial condition. In addition, because the Company's
services are accessible worldwide, and the Company facilitates sales of goods to
users worldwide, other jurisdictions may claim that the Company is required to
qualify to do business as a foreign corporation in a particular state or foreign
country. The Company is qualified to do business in New York, and failure by the
Company to qualify as a foreign corporation in a jurisdiction where it is
required to do so could subject the Company to taxes and penalties for the
failure to qualify and could result in the inability of the Company to enforce
contracts in such jurisdictions. Any such new legislation or regulation, or the
application of laws or regulations from jurisdictions whose laws do not
currently apply to the Company's business, could have a material adverse affect
on the Company's business, results of operations and financial condition.
THE COMPANY MAY BECOME LIABLE FOR SALES AND OTHER TAXES IN THE FUTURE.
The Company does not currently collect sales or other similar taxes in
respect of the delivery of its products into states other than New York where
the Company collects sales taxes for sales of tangible products. New state tax
regulations may subject the Company to the assessment of sales and income taxes
in additional states. Although the Internet Tax Freedom Act precludes for a
period of three years the imposition of state and local taxes that discriminate
against or single out the Internet, it does not impact currently existing taxes.
Tax authorities in a number of states are currently reviewing the appropriate
tax treatment of companies engaged in Internet retailing and are currently
considering an agreement with certain of these companies regarding the
assessment and collection of sales taxes. The Company is not a party to any such
discussions.
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THE SUCCESS OF THE COMPANY'S ANTICIPATED FUTURE GROWTH IS DEPENDENT UPON ITS
ABILITY TO SUCCESSFULLY MANAGE THE GROWTH OF ITS PROPOSED OPERATIONS.
The Company expects to experience significant growth in the number of
employees and the scope of its operations. The Company's future success will be
highly dependent upon its ability to successfully manage the expansion of its
operations. The Company's ability to manage and support its growth effectively
will be substantially dependent on its ability to implement adequate
improvements to financial and management controls, reporting and order entry
systems and other procedures and hire sufficient numbers of financial,
accounting, administrative and management personnel. The Company's expansion,
and the resulting growth in the number of its employees, will result in
increased responsibility for both existing and new management personnel. There
can be no assurance that the Company will be able to identify, attract and
retain experienced accounting and financial personnel. The Company's future
operating results will depend on the ability of its management and other key
employees to implement and improve its systems for operations, financial control
and information management, and to recruit, train, and manage its employee base.
There can be no assurance that the Company will be able to achieve or manage any
such growth successfully or to implement and maintain adequate financial and
management controls and procedures. Any inability to do so would have a material
adverse affect on the Company's business, results of operations and financial
condition.
The Company's future success depends upon its ability to address potential
market opportunities while managing its expenses to match its ability to finance
its operations. This need to manage its expenses will place a significant strain
on the Company's management and operational resources. If the Company is unable
to manage its expenses effectively, the Company's business, results of
operations and financial condition will be adversely affected.
THE COMPANY DEALS WITH THIRD PARTIES WHICH MAY NOT BE Y2K COMPLIANT.
Because the Company's systems and software are relatively new, management
does not expect Year 2000 issues related to its own internal systems to be
significant and does not anticipate that it will incur significant operating
expenses or be required to invest heavily in computer systems improvements to be
Year 2000 compliant. As the Company makes arrangements with significant
suppliers and service providers, the Company intends to determine the extent to
which the Company's interface systems may be vulnerable should those third
parties fail to address and correct their own Year 2000 issues. There can be no
assurance that the systems of suppliers or other companies on which the Company
relies will be converted in a timely manner and, accordingly, will not have a
material adverse affect on the Company's systems.
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While management believes that the Company complies with Year 2000
requirements, there is a risk that Y2K issues will adversely affect third-party
network or application software that is integrated with the Company's products.
There are also similar risks of failure from the telecommunications networks,
the electric power grid and other systems on which the proposed operations of
the Company's Internet products and the delivery of the Company's services will
depend. The disruption of these broader services would have an adverse effect on
the Company's ability to provide its products and services to its customers, and
could then have a material adverse effect on the Company's proposed business,
financial condition and results of operations.
THE COMPANY'S COMMON STOCK IS CURRENTLY DESIGNATED AS A "PENNY STOCK," WHICH HAS
AN ADVERSE EFFECT ON TRADING.
The Securities and Exchange Commission has adopted a Rule which established
the definition of a"penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
Because the Company's securities are currently subject to the rules on penny
stocks, the market liquidity for the Company's securities is adversely affected.
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INVESTORS SHOULD NOT EXPECT TO RECEIVE A DIVIDEND IN THE FUTURE.
No dividend has been paid on any of the Company's securities since
inception and none is contemplated at any time in the foreseeable future.
Item 2. Plan of Operation
ASV's aggressive multi-media marketing campaigns will include utilizing the
Company's Internet website and quarterly magazine along with traditional print
media, radio, television, billboard and sports trade shows. The Company plans
targeting sports enthusiasts through the use of each of the above media. The
Internet advertising will consist of strategically placed ads on the world wide
web. Utilizing ASV's quarterly magazine, the Company will promote its brand
identity. Print media advertising will be represented by sports periodicals,
daily newspapers and entertainment magazines. Radio advertising will target
sports based broadcast stations across the country. Television commercials will
run during sporting events. Billboards will be used nationally throughout major
metropolitan cities. ASV also intends to attend the sports trade show circuit to
market its products.
The Company has reached an agreement with CPNM, Jenkintown, Pennsylvania,
whereby CPNM has agreed to provide multimedia marketing services to the Company,
including: (i) Internet services; (ii) Cross promotion with various other sports
related entities, including sports collectibles; (iii) fax broadcast campaigns;
(iv) television, where ASV will be featured on various television programs
specializing in direct response programming and spot advertising; and (v)
various other public relations activities, including press releases, increasing
visibility of the Company through newspaper and magazine advertising and
consumer mail inserts. In exchange for these services, the Company has agreed to
form a joint venture with CPNM and divide all membership fees received through
CPNM's efforts. Following is a more detailed description of the Company's
marketing activities.
ASV plans to capitalize on management's perceived enormous growth of the
Internet. Management believes Internet usage is growing significantly. Thus far,
Internet usage has grown from 50 million dollars in 1996, to a projected one
billion dollars by the year 2000. According to IBM's publicly reported research,
in 1996 there was $900 million in Internet based sales, $2 billion in 1997 and
projected to $200 Billion in 2000.
ASV has been developed to capitalize on opportunities in the field of
Internet commerce. Retail customer acceptance of secure electronic financial
transactions on the Internet have accelerated and the Company expects that it
will continue to grow. The Company will produce and distribute timely sports
news and scores, team information and player statistics at its web page and
print
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magazine. The scores and articles will be provided by a national news service
provider, down loaded to the Company's site multiple times a day and integrated
into the Company's magazine. By having both an Internet presence with the
Company's website and print magazine, ASV can expand its research to a broader
market group. The website content programming will include both sports and non-
sports celebrity interviews and editorials written by in-house correspondents
and freelance journalists. Daily Internet sports trivia contests, in addition to
weekly and monthly give away promotions, will include ASV products (hats,
T-shirts, bags, etc.) and sporting event tickets. These promotions will
contribute to ASV's brand image. Management believes that it is extremely
important to build ASV's brand image, which should enable the Company in the
near future to attract advertisement revenue on the website and in the magazine
producing an additional stream of income from advertising revenues as the
Company's concept grows. The advertising and marketing campaign will blanket
targeted markets with saturation advertising. This will promote the America's
Sports Voice, Inc. brand name in the consumer marketplace. The national and
international market place will be broken down into regions. The first region to
be actively advertised and marketed will be the northeast United States focusing
on the New York metropolitan area marketplace to launch the Company's campaign.
The campaign will include the use of the major Internet search engines, such as
Excite, Yahoo, Lycos and Webcrawler, which will target a nationwide audience in
addition to European nations as far away as Japan, who alone has millions of
fans of American professional sports.
ASV's website will offer a multitude of timely and comprehensive sports
information. Only the home page (first i.e. magazine cover) will be available to
all, but the core of the content will not be accessible unless the person is a
member. They can join by calling the Company's toll free marquee number or
instantly by a simple secure transaction with a credit card over the Internet.
This quick transaction will provide the new member with a log on name and
password allowing instant access to all member content areas of the website,
interviews, statistics information, chat rooms and contest areas.
The site provides ASV with an additional future advertising revenue stream
as the site is visited and becomes a viable medium to other companies interested
in marketing products or services to its members. Because Internet sites which
receive high visitor traffic develop huge databases, if the site is successful
(of which there can be no assurance) ASV will be able to capitalize on this high
visitor volume by offering marketing and consulting services to multiple
businesses which require database information in order to expand their market
penetration. Alliance members will be listed on the site as they are signed up
to instantly notify members of new locations to receive discounts on goods or
services. The website will hold a multitude of contests such as daily sports
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trivia, weekly contests and monthly drawings. The contests will interest members
to check the site often, even multiple times daily from home or office quickly
and easily. This traffic visiting the Company's website will act as an incentive
for potential advertisers to market their goods to the website's visitors. The
content of the website will change often, specifically daily wherein sports
related stories and scores will be updated multiple times throughout the day.
In addition to the Company's on-line interactive website, ASV intends to
offer its members a quarterly magazine that will focus on important sports
issues and how they relate to the average fan. The publishing industry is
benefiting from the tremendous growth in the popularity of sports in this
country over the past two decades. According to the Sports Management Research
Bureau research, the four major monthly magazines (Sports Illustrated, Inside
Sports, Sporting News and Sport) have a total of over 192 million adult readers
each month. Sports Illustrated ranked second among U.S. magazines in advertising
revenues in 1996. Due to the frustration with sports in this country today,
ASV's magazine is expected to be attractive to the majority of the current
sports magazine readers.
ASV's magazine will differ from traditional sports publications which tend
to consist of the news aspect of the games, most serving only to relay
information of what is happening without any offering of how fans relate to the
situations. These magazines and newspapers track the "what" while ASV can
include the "why" and the "how" of sporting events. In addition, alliance member
businesses who offer the Company's members a discount will be listed in each
issue. The magazine is expected to be between 16-24 pages in length and
management has reached an agreement with a publisher to publish up to 60,000
copies in full color, at a cost of approximately $.37 per copy.
As membership grows in the organization (of which there can be no
assurance) the magazine is expected to become an additional revenue stream
generating advertisers dollars. In the initial issues the Company will offer
deep discounts to organizations that will commit to a term of advertising based
on an increasing fee scale as membership builds.
Aside from the serious issues in sports today, ASV will also offer its
members an entertaining side. This will consist of trivia questions, rotisserie
and fantasy league sections, fan mail and columns written by in-house staff,
freelance journalists, players and agents. The magazine and website will report
the hottest issues that concern the fan. These include franchise movement,
expansion, contract negotiations, ticket allocation, price increases, revenue
sharing and player conduct. Each quarter will include a section dedicated to
fans' comments. This will allow fans an additional venue besides the website to
express their opinions and concerns every quarter. In addition, ASV will track
player movements via
17
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trades and free agency, conduct player and owner interviews, and invite players,
owners and sports columnists to write a guest column.
ASV's long term print media plan is to advertise in the sports section of
all major market newspapers throughout the country. The Company will also
advertise in many of the sports related magazines (i.e., Sporting News). In
addition, ASV will promote its membership via 24-hour sports talk radio
stations. The Company's plan is to strategically place ads on these stations
throughout the country during various segments and shows each day. These two
advertising venues will be launched simultaneously to ensure saturation of each
particular market.
In addition to radio and print media, ASV will work with local retail
organizations, such as sporting goods stores, sports bars and sports memorabilia
stores. This will help broaden the reach of the Company name to all sports fans
in every area of the country. These organizations will place "take-one"
applications in their stores and they will offer members discounts on their
products. For their services, ASV will offer a commission for each member that
signs up in their particular store. They will also be on a list of alliance
member organizations that offer members a discount, which are featured on the
Company's website and quarterly in the Company's magazine.
Revenues are derived from membership fees, renewal fees, advertising sales
and merchandise sales. Each income stream is driven by the membership base, as
the membership increases the advertising rates will increase as well as an
increase in volume of merchandise sales. ASV's advertising revenues are derived
from the Company's two main outlets: its website and the quarterly magazine.
ASV's merchandise will include licensed and private label apparel, sports
memorabilia, historical sports videos and CD ROM's.
ASV expects to attract approximately 100,000 new members at $29.95 for the
first year. This will represent approximately $2.9 million in revenue during
this period. Sports stadiums alone in the four major professional sports
(baseball, football, basketball and hockey) draw approximately 100 million fans
per year. In addition, the U.S. retail market for licensed sports merchandise
and apparel was approximately $20 billion in 1998.
The Company anticipates that it will not require infusion of additional
capital to accomplish its business objectives described herein, in that
anticipated revenues from operations will be sufficient to fund operations.
However, if the Company requires additional funding or determines it appropriate
to raise additional funding during such period, there is no assurance that
adequate funds, whether through additional equity financing, debt financing or
other sources, will be available when needed or on terms acceptable to the
Company. Further, any such funding may result in
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significant dilution to existing stockholders. The inability to obtain
sufficient funds from operations and external sources when needed would have a
material adverse affect on the Company's business, results of operations and
financial condition.
Year 2000 Disclosure
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without considering
the impact of the upcoming change in the century. If not corrected, many
computer applications could fail or create erroneous results by or at the Year
2000. As a result, many companies will be required to undertake major projects
to address the Year 2000 issue. The Year 2000 issue is the result of computer
programs written using two digits rather than four to define the applicable
year. As a result, date-sensitive software may recognize dates using "00" as the
year 1900 rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of operations, including, among others, a
temporary inability to process transactions, send invoices, or engage in similar
normal business activities.
Because the Company's systems and software are relatively new, management
does not expect Year 2000 issues related to its own internal systems to be
significant and does not anticipate that it will incur significant operating
expenses or be required to invest heavily in computer systems improvements to be
Year 2000 compliant. As the Company makes arrangements with significant
suppliers and service providers, the Company intends to determine the extent to
which the Company's interface systems may be vulnerable should those third
parties fail to address and correct their own Year 2000 issues. There can be no
assurance that the systems of suppliers or other companies on which the Company
relies will be converted in a timely manner and, accordingly, will not have a
material adverse affect on the Company's systems. Additionally, there can be no
assurance that the computer systems necessary to maintain the viability of the
Internet or any of the web sites that direct consumers to the Company's website
will be Year 2000 compliant. As part of the Company's overall Year 2000
compliance plan, the Company intends to monitor systems performance and plans to
develop a rapid response program in the event of any significant disruption as a
result of the Year 2000 issues. To date, the Company has not developed a formal
contingency plan. The Company believes it is taking the steps necessary
regarding Year 2000 compliance with respect to matters within its control.
However, no assurance can be given that the Company's systems will be made Year
2000 compliant in a timely manner or that the Year 2000 problem will not have a
material adverse affect on the Company's business, results of operations and
financial condition.
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Item 3. Description of Property
The Company operates from its offices at 380 Hempstead Avenue, West
Hempstead, New York. 11552 pursuant to an oral month to month lease. This space
consists of 700 square feet of executive office space, for which the Company
pays a monthly rental charge of $1,000. Management expects that the Company will
require additional space if and when the Company's operations expand as
described herein, of which there can be no assurance. In this regard, management
is currently seeking additional space of between 1,500 and 2,000 square feet of
executive office space.
The Company has no properties and has no agreements to acquire any
properties.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Class Beneficial Owner Ownership Class
- -------------- ---------------- --------- -----
Common Angelo J. Panzarella(1) 1,300,000(2) 20.8%
19 Spruce Lane
Valley Stream, NY 11581
Common First Capital, Inc. 600,000(3) 9.6%
2601 S. Bayshore Drive
Suite 1600
Miami, FL 33133
Common The Delta Group 390,000 6.3%
1125 Sunapee Road
Malverne, NY 11553
Common Robert W. Seiffert(1) 25,000 *
254 Amos Avenue
Oceanside, NY 11572
Common All Officers and 1,325,000(2) 21.2%
Directors as a
Group (2 persons)
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- ------------------
* Less than 1%
(1) Officer and/or director of the Company
(2) Includes an aggregate of 250,000 shares of common stock subject to an option
to purchase by Mr. Panzarella. This option is exercisable immediately
through September 30, 2001 at a price of 50% of the bid price of the
Company's common stock at the exercise date.
(3) These shares were issued in exchange for services. The Company has disputed
the issuance of a total of 300,000 of these shares, as the Company maintains
that First Capital failed to perform all of the services applicable to this
issuance. These shares are currently held in escrow pending settlement of
this dispute.
The balance of the Company's outstanding Common Shares are held by 33
persons, not including those persons who hold their shares in "street name."
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and officers of the Company are as follows:
Name Age Position
---- --- --------
Angelo J. Panzarella 64 Chairman of the Board,
President, Secretary, and
Chief Executive
Officer
Robert W. Seiffert 42 Director
The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until their successors have been duly elected
and qualified. Vacancies in the existing Board of Directors are filled by
majority vote of the remaining Directors. Officers of the Company serve at the
will of the Board of Directors. There is no family relationship between any
executive officer and director of the Company.
Resumes
Angelo J. Panzarella, President, Secretary, Chief Executive Officer and
Chairman of the Board, assumed his positions with the Company in November 1998.
In addition, since September 1988, Mr. Panzarella has been president of Dawcin
International Corporation, a public reporting company incorporated in the state
of New York. Dawcin is engaged in the business of mergers and acquisitions of
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marginal companies. In 1992, Mr. Panzarella served on the New York City Off
Track Betting Advisory Board. He devotes approximately 50% of his time to the
business of the Company.
Robert W. Seiffert, Director, assumed his position with the Company in
September 1998. In addition to his position with the Company, since January
1985, Mr. Seiffert has been engaged in the private practice of law in the state
of New York. Prior, from 1982 through 1985, Mr. Seiffert was an associate
attorney with the firm of Irving Singer, Attorney at Law. Mr. Seiffert received
a Bachelor of Arts degree in political science from the University of Denver in
1979 and a Juris Doctorate degree from Oral Robert University in 1982. He
devotes only such time as necessary to the business of the Company.
Item 6. Executive Compensation.
None of the Company's officers and/or directors currently receive any
compensation for their respective services rendered unto the Company. Mr.
Panzarella has accrued $81,431 in salary and expenses pursuant to his employment
agreement with the Company. Subsequent to this accrual, Mr Panzarella has agreed
to act without compensation until authorized by the Board of Directors, which is
not expected to occur until the Company has generated revenues from operations.
As of the date of this Registration Statement, the Company has no funds
available to pay directors. Further, other than as stated herein, none of the
directors are accruing any compensation pursuant to any agreement with the
Company.
Mr. Panzarella is employed by the Company pursuant to the terms of a five
(5) year employment agreement, which provides, among other things, for a base
salary of $93,000 per annum, with a review by the Company's Board of Directors
every six months to determine any increases. The agreement further provides for
bonuses to be paid, either in cash or stock. To date, no bonuses have been paid.
Further, Mr. Panzarella has waived any salaries due under the agreement, except
as provided hereinabove. The Company may terminate the agreement for cause.
However, in the event the agreement is terminated without cause, or if Mr.
Panzarella is compelled to relinquish any executive position with the Company,
the Company is obligated to provide two years salary as severance pay for early
termination. If the agreement is terminated by Mr. Panzarella upon 90 days
notice to the Company, the Company is obligated only for compensation due and
payable through the termination date.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
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Item 7. Certain Relationships and Related Transactions.
Mr. Panzarella is owed $81,431 by the Company for accrued salary and
expenses during the 1998 fiscal year pursuant to his employment agreement with
the Company. Mr. Panzarella has agreed to waive any additional salaries due
pursuant to his employment agreement with the Company until such time as the
Company begins generating revenues from operations, of which there can be no
assurance.
The Company has advanced funds to a former affiliate, Dawcin International
Corp. ("Dawcin"). The Company has an agreement with Dawcin whereby the parties
share office space, employee services and other administrative items. Since
inception, the amount of unused advances to Dawcin for such administrative
expenses allocated to the Company results in a loan receivable due from Dawcin
in the amount of $439,808. The loan receivable is non-interest bearing, is
payable upon demand and is secured by assets owned by Dawcin. Approximately
$100,000 of the loan has been deemed by management to be non-collectable and a
bad debt reserve has been established on the Company's financial statements. See
"PART F/S, Financial Statements."
There have been no other related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation SB.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 150,000,000 shares of
Common Stock, par value $0.0001 per share. There are 5,987,500 Common Shares
issued and outstanding as of the date of this registration statement.
Common Stock. All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
preemptive, subscription, conversion or redemption rights and may be issued only
as fully-paid and nonassessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority of the
issued and outstanding shares of Common Stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any directors. In the event of liquidation of
the Company, each shareholder is entitled to receive a proportionate share of
the Company's assets available for distribution to shareholders after the
payment of liabilities and after distribution in full of preferential amounts,
if any. All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable. Holders of the Common Stock are
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<PAGE>
entitled to share pro rata in dividends and distributions with respect to the
Common Stock, as may be declared by the Board of Directors out of funds legally
available therefor.
PART II
Item 1. Market Price for Common Equity and Related Stockholder
Matters.
(a) Market Information. The Company's common stock was approved for trading
on the OTC Bulletin Board operated by the National Association of Securities
Dealers ("NASD") on September 24, 1998 under the symbol "ASPV." Prior to that
date the Company's securities were not traded. The initial price of the
Company's
common stock was $1.00 bid, $0.75 asked.
Below are the reported high and low bid prices for the Company's common
stock since trading commenced. The bid prices shown reflect quotations between
dealers, without adjustment for markups, markdowns or commissions, and may not
represent actual transactions in the Company's securities.
Bid Price
Date High Low
---- ---- ---
September 30, 1998 $1.00 $ .75
December 31, 1998 $ .53 $ .25
March 31, 1999 $1.00 $ .75
June 30, 1999 $ .17 $ .13
August 31, 1999 $ .04 $ .01
Effective September 1, 1999, the Company's common stock was delisted from
the OTC Bulletin Board as a result of new rules adopted by the NASD, wherein
only those companies who are reporting companies pursuant to the Securities
Exchange Act of 1934, as amended, are entitled to be listed on said exchange. It
is anticipated that upon effectiveness of this Registration Statement, the
Company will cause to be filed a new application to list its common stock for
trading on the Bulletin Board. There are no assurances that the Company's
application will be approved for trading on the OTC Bulletin Board. As of the
date of this Registration Statement, the Company's common stock is traded only
on the "pink sheets." Failure to obtain listing of the Company's common stock on
the OTC Bulletin Board may have a negative impact on a shareholder's ability to
dispose of his shares in the Company. See "ITEM 1, Description of Business -
Risk Factors."
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of
24
<PAGE>
less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in penny stocks; and (ii) the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information and
investment experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stock in
both public offering and in secondary trading, and about commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
b. Holders. There are thirty seven (37) holders of the Company's Common
Stock, not including those persons who hold their shares in "street name."
c. Dividends. The Company has not paid any dividends to date and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the Company.
Item 3. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
The Company has not changed accountants since its formation and there are
no disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
In March 1997, as part of its initial capitalization following formation of
the Company, the Company issued an aggregate of
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<PAGE>
3,205,000 shares of its common stock to 31 persons, all of whom were either
employees of the Company or accredited investors, as that term is defined under
the Securities Act of 1933, as amended, in exchange for services valued at
$.0001 per share, the par value of the Company's common stock. These securities
were issued to the following persons, in the amounts indicated:
Name No. of Shares
---- -------------
Agro Industrial & Trading Holding 100,000
Babel Limited 200,000
Capital One Corp. 100,000
Edward Carfero 40,000
John Covello 50,000
Dawcin International Corp. 300,000
Leonard DeCecchis 112,500
Stephen Diamond 50,000
Richard Finnis 40,000
Drs. LGMR Geeris 200,000
John G. George 50,000
Harkema Houdster en
Beleggingsmaatschapph B.V. 100,000
Brian W. Kruse 75,000
Mel Levine 50,000
William Lucas 155,000
Oymie Martin 50,000
Floor Mouthaan 200,000
Gilbert & Pricilla Munz 25,000
Alfred Peeper 100,000
Angelo Panzarella 15,000
Raymond Pinion 112,500
Bessie Seiffert 30,000
Robert Seiffert 25,000
Joseph Topalian 50,000
Paul Van Der Krabben 300,000
Robert Weintraub 25,000
Irving Welzer 50,000
Thomas Winklebeck 50,000
Anne Wolfrom 50,000
Sophia Investments NV 200,000
Twin Towers York NV 300,000
The aforesaid shares were issued in reliance upon Section 4(2) of the
Securities Act of 1933, as amended (the "Act") and Rule 504 of Regulation D
promulgated under the Act.
In addition, between March 1997 and November 1997, the Company undertook an
offering of its securities pursuant to Rule 504, Regulation D promulgated under
the Act. The Company issued an aggregate of 442,500 shares at an offering price
of $1.00 per share to the following persons:
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<PAGE>
Name No. of Shares
---- -------------
Jane H. Dampier Trust 50,000
Growth International, Ltd. 10,000
Ronald Hart 7,500
Ruth E. Horvitz Family Trust 50,000
Wisteria Trading Company Ltd. 20,000
Twin Towers Dallas NV 250,000
Bessie Seiffert 20,000
Kevin Mahar 25,000
Chester L. Turner 10,000
In May 1998, the Company undertook a second offering of its common stock
pursuant to Rule 504, Regulation D under the Act on terms consistent with the
initial 504 offering described above and issued an aggregate of 350,000 shares
in exchange for cash and services totalling $350,000 to the following:
Name No. of Shares
---- -------------
Asset Management Partners 40,000
Babel Limited 20,000
Teresa L. Baughn 1,000
William G. Baughn 1,000
Theodore Cohen 5,000
Cooperative Holding Corp. 40,000
Eileen R. Clark 3,000
FG Financial Group, Inc. 11,000
Hacienda Trading Lmited 2,000
Bruce Halls 10,000
Hal Hirsh 25,000
Ruth E. Horvitz Family Trust 25,000
John D. Jarvis Jr. 25,000
Harry I. Katz 25,000
Wayne A. Kurzen 1,000
Susan A. Kurzen 1,000
Michael Lapp 20,000
Lucre Funding Group 2,000
Kevin Mahar 19,000
Joseph A. Markum 10,000
Bob L. McGiboney 2,000
Elizabeth C. McGiboney 1,000
Angelo Panzarella 35,000
Camilla Panzarella 1,500
Joseph Panzarella 2,000
Karma Shipman 15,000
Paul Weitfle 5,000
Karen C. Winter 1,000
Martin F. Winter 1,000
Phyllis W. Winter 500
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In March 1999, the Company authorized the issuance of an aggregate of
990,000 shares of its common stock, including 600,000 shares to First Capital,
Inc. and 390,000 shares to The Delta Group at a price of $0.0001 per share.
These shares were issued pursuant to exemption from the registration
requirements included under the Securities Act of 1933, as amended, including
but not necessarily limited to Regulation D and/or Section 4(2) of said Act.
Both The Delta Group and First Capital were "accredited investors" (as that
term is defined under the Act), and were provided all information necessary in
order to allow them to exercise their respective business judgment as to the
merits of the investment. Further, the principals of both First Capital and The
Delta Group had a preexisting business and/or personal relationship with Mr.
Panzarella of in excess of two years and the Company believes that such
management is considered "sophisticated" investors based upon their previous
investment experience.
Mr. Panzarella was granted an option to purchase up to 1,000,000 shares of
the Company's common stock at an exercise price of $.0001 per share, which
option was exercised in September 1999.
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide for indemnification of the
Company's directors, except in relation to matters with respect to which such
persons shall be determined not to have acted in good faith and in the best
interests of the Company.
Section 722 of the New York Business Corporation Law provides for
indemnification of directors and officers under certain conditions. Pursuant to
Section 722(a), a corporation may indemnify any person made, or threatened to be
made, a party to an action or proceeding (other than one by or in the right of
the corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprises, which any director or officer of the
corporation, by reason of the fact that he, his testator or intestate, was a
director or officer of the corporation, or served with such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interest of the corporation and, in criminal actions or
proceedings, in
28
<PAGE>
addition, had no reasonable cause to believe that his conduct was unlawful.
Pursuant to Section 722 (c), a corporation may indemnify any person made,
or threatened to be made, a party to an action by or in the right of the
corporation to procure a judgement in its favor by reason of the fact that he,
his testator or intestate, is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of any other corporation of any type or kind, domestic or foreign, of any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred by him in connection with the defense or
settlement of such action, or in connection with an appeal therein if such
director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to the best interests of the corporation, except that no
indemnification under Section 722(c) shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim issue or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which the action was brought, or, if no action was brought, any court
of competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.
In addition, Section 726 of the New York Business Corporation Law permits a
corporation to purchase and maintain insurance to indemnify directors and
officers in certain instances in which they may be indemnified by the
corporation under the New York Business Corporation Law.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to officers, directors or persons controlling the Company pursuant
to the foregoing, the Company has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
29
<PAGE>
PART F/S
Financial Statements.
The audited financial statements for the fiscal years ended June 30, 1999
and 1998 of the Company are attached to this Registration Statement and filed as
a part hereof. See page 31.
1) Independent Auditors' Report
2) Balance Sheet
3) Statement of Operations
4) Statement of Shareholders' Equity
5) Statement of Cash Flows
6) Notes to Financial Statements
The unaudited financial statements for the three month periods ended
September 30, 1999 and 1998, are also attached to this Registration Statement
and filed as a part hereof. See page 40.
30
<PAGE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
AUDITED FINANCIAL STATEMENTS
JUNE 30, 1999
31
<PAGE>
Geller, Marzano & Company CPAs, P.C.
Certified Public Accountants
30 Main Street Port Washington, NY 11050-2994
TEL: 516-883-1850
FAX: 516-944-5173
www.gellermarzano.com
Norman R. Geller, CPA NEW YORK OFFICE
Patrick F. Marzano, CPA 225 West 34th Street
Frank P. Marzano, CPA New York, NY 10122
Anthony J. Viola, CPA TEL: 212-629-0077
Martin S. Kaplan, CPA FAX: 212-465-2386
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
America's Sports Voice, Inc.
We have audited the balance sheet of America's Sports Voice, Inc. (a
development stage company) as of June 30, 1999 and the related statement of
operations, shareholders' equity and cash flows for the year then ended, and for
the period February, 1997 through June 30, 1999. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of America's Sports Voice, Inc.
as of June 30, 1999 and the results of their operations and their cash flows for
the year then ended, and for the period February, 1997 through June 30, 1999, in
conformity with generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 8 to the financial statements,
the Company has suffered losses from operations that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 8. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Geller, Marzano & Co. CPAs, P.C.
October 22, 1999
32
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
BALANCE SHEET
JUNE 30, 1999
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents $ (10)
Loans receivable, net of allowance 379,707
----------
Total current assets 379,697
Fixed assets, net 1,685
Other assets 75
----------
Total assets $ 381,457
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued expenses payable $ 65,937
----------
Total current liabilities 65,937
Other Liabilities: 0
----------
Total liabilities 65,937
Shareholders' equity:
Common stock, $0.0001 par value;
authorized 150,000,000 shares,
shares issued: 4,987,500 499
Capital in excess of par value 723,506
Deficit accumulated during the development stage (408,485)
----------
Total shareholders' equity 315,520
----------
Total liabilities and shareholders' equity $ 381,457
==========
See accompanying notes
</TABLE>
33
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
STATEMENT OF OPERATIONS
<CAPTION>
Cumulative
During
Year ended Development
June 30, 1999 Stage
------------- -----------
<S> <C> <C>
Revenues $ 0 $ 0
Selling, general and administrative expenses (121,621) (308,485)
Bad debt (100,000) (100,000)
------------- -----------
Net (loss) $ (221,621) $ (408,485)
============= ===========
Net (loss) per common share (.06) (.11)
============= ===========
Weighted average common shares outstanding 3,868,070 3,868,070
============= ===========
See accompanying notes
</TABLE>
34
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
STATEMENT OF SHAREHOLDERS' EQUITY
<CAPTION>
Deficit
Accumulated
Number of Par Value During the
Common of Common Capital in Excess Development
Shares Shares of Par Value Stage
--------- --------- ----------------- -----------
<S> <C> <C> <C> <C>
Balance at February, 1997 (inception) - - - -
Activity for June 30, 1997 3,127,500 313 312,037 (68,375)
--------- --------- ----------------- -----------
Balance at June 30, 1997 3,127,500 313 312,037 (68,375)
Activity for June 30, 1998 870,000 87 288,413 (118,489)
--------- --------- ----------------- -----------
Balance at June 30, 1998 3,997,500 400 600,450 (186,864)
Activity for June 30, 1999 990,000 99 123,056 (221,621)
--------- --------- ----------------- -----------
Balance at June 30, 1999 4,987,500 499 723,506 (408,485)
========= ========= ================= ===========
See accompanying notes
</TABLE>
35
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
<CAPTION>
Cumulative
During
Year ended Development
June 30, 1999 Stage
------------- -----------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net (loss) $ (121,621) $ (408,485)
Adjustments to reconcile net (loss) to cash
(used in) operating activities:
Depreciation 574 1,390
Changes in assets and liabilities:
Other assets 25,825 (75)
Accrued expenses payable 65,937 65,937
------------- -----------
Net cash (used in) operating activities (29,285) (341,233)
------------- -----------
Cash flows provided by (used in) investing activities:
Acquisition of fixed assets (1,225) (3,075)
------------- -----------
Net cash (used in) investing activities (1,225) (3,075)
------------- -----------
Cash flows provided by (used in) financing activities:
Loans receivable (92,644) (379,707)
Net proceeds from common stock offerings 123,155 724,005
------------- -----------
Net cash provided by financing activities 30,511 344,298
------------- -----------
Net increase (decrease) in cash and cash equivalents 1 (10)
Cash and cash equivalents at beginning of period (11) 0
------------- -----------
Cash and cash equivalents at end of period $ (10) $ (10)
============= ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest 0 0
Income taxes 0 0
See accompanying notes
</TABLE>
36
<PAGE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
1. Description of Business
Business
America's Sports Voice, Inc. (the "Company") (a development stage company) was
incorporated in the State of New York in February 1997. The Company was formed
to create a sports fan advocacy group that provides sports information, sports
programming and sports merchandise. Since inception, the Company did not
generate any revenues from its principal business activity.
2. Summary of Significant Accounting Policies
This summary of significant accounting policies of the Company is presented to
assist in understanding the financial statements. The financial statements and
notes are representations of the Company's management, which is responsible for
their integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the period. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of
three months or less at the date of purchase to be cash equivalents.
Fixed Assets and Depreciation
Fixed assets are stated at cost. Upon retirement or disposal of assets, the cost
and accumulated depreciation are eliminated and the resulting gain or loss is
included in income. Maintenance and repairs are expensed as incurred.
Depreciation of fixed assets is provided over the estimated useful lives of the
various assets. Generally, the fixed assets have been depreciated using the
straight-line method over a period of 5 years.
3. Fixed Assets
Fixed assets are comprised of:
Computer equipment $ 3,075
Less: accumulated depreciation (1,390)
-------
Fixed assets, net $ 1,685
=======
37
<PAGE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
4. Common Stock Transactions
As of June 30, 1999, the Company has authorized 150,000,000 shares of common
stock with 4,987,500 shares issued and outstanding. The Company has compiled an
"Information and Disclosure Statement" to fulfill the disclosure requirements of
Rule 15c2-11(a)(5) promulgated by the Securities and Exchange Act of 1934, as
amended. For the year ended June 30, 1999, 990,000 new shares were issued
through a private placement in which common stock was sold at slightly lower
than market values. The difference between the sale of common stock through the
private placement and the fair market value of such shares at the respective
date of sale is negligible. The Company has its common stock publicly traded on
the OTC Bulletin Board under the symbol "ASPV." As of August, 1999, the Company
was listed on the "pink sheet" for small capitalized corporations. The Company
is filing a registration statement on Form 10-SB with the Securities and
Exchange Commission and upon effectiveness of such registration, it intends to
file a new application to relist its common stock for trading on the OTC
Bulletin Board. However, there can be no assurances that the Company's
registration statement will become effective, or that the Company's application
to relist its common stock will be approved.
5. Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of
credit risk are primarily cash and cash equivalents, and loans receivable. The
Company places its temporary cash investments, if any, with high credit quality
financial institutions. The Company's credit risk concerning loans receivable is
discussed in Note 6.
6. Loans Receivable
The Company has advanced funds to a former affiliate, Dawcin International Corp.
("Dawcin"). The Company has an agreement with Dawcin whereby the parties share
office space, employee services, and other administrative items. Since
inception, the amount of unused advances to Dawcin for such administrative
expenses allocated to the Company results in a loan receivable due from Dawcin
in the amount of $439,808. The loan receivable is non-interest bearing and is
payable upon demand. The loan receivable is secured by assets owned by Dawcin.
Management has estimated that approximately $100,000 of this loan is not
collectible, therefore, a bad debt reserve has been established.
7. Commitments and Contingencies
The Company is obligated under employment contracts to officers and employees of
the Company and/or of Dawcin, the Company's former affiliate. Any unpaid
salaries as of June 30, 1999 were accrued under the caption "Accrued expenses
payable."
38
<PAGE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
8. Going Concern
The financial statements have been prepared assuming that the Company will
continue as a going concern. The Company has suffered losses from operations
that raises substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Management has stated that it is committed to establishing business operations
that will eliminate the going concern issue.
39
<PAGE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
40
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
BALANCE SHEET
SEPTEMBER 30, 1999
<CAPTION>
ASSETS
<S> <C>
Current Assets:
Cash and cash equivalents $ 52
Loans receivable, net of allowance 361,972
------------
Total current assets 362,024
Fixed assets, net 1,300
Other assets 75
------------
Total assets $ 363,399
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued expenses payable $ 81,431
-----------
Total current liabilities 81,431
Other Liabilities: 0
-----------
Total liabilities 81,431
-----------
Shareholders' equity:
Common stock, $0.0001 par value;
authorized 150,000,000 shares,
shares issued: 5,987,500 599
Capital in excess of par value 723,506
Deficit accumulated during the development stage (442,137)
-----------
Total shareholders' equity 281,968
-----------
Total liabilities and shareholders' equity $ 363,399
===========
See accompanying notes
</TABLE>
41
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
STATEMENT OF OPERATIONS
<CAPTION>
Cumulative
During
Quarter ended Development
September 30, 1999 Stage
------------------ -----------
<S> <C> <C>
Revenues $ 0 $ 0
Selling, general and administrative expenses (33,652) (342,137)
Bad debt 0 (100,000)
------------------ -----------
Net (loss) $ (33,652) $ (442,137)
================== ===========
Net (loss) per common share (.01) (.11)
================== ===========
Weighted average common shares outstanding 3,885,060 3,885,060
================== ===========
See accompanying notes
</TABLE>
42
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
STATEMENT OF SHAREHOLDERS' EQUITY
Deficit
<CAPTION>
Accumulated
Number of Par Value During the
Common of Common Capital in Excess Development
Shares Shares of Par Value Stage
--------- --------- ----------------- -----------
<S> <C> <C> <C> <C>
Balance at February, 1997 (inception) - - - -
Activity for June 30, 1997 3,127,500 313 312,037 (68,375)
--------- --------- ----------------- -----------
Balance at June 30, 1997 3,127,500 313 312,037 (68,375)
Activity for June 30, 1998 870,000 87 288,413 (118,489)
--------- --------- ----------------- -----------
Balance at June 30, 1998 3,997,500 400 600,450 (186,864)
Activity for June 30, 1999 990,000 99 123,056 (221,621)
--------- --------- ----------------- -----------
Balance at June 30, 1999 4,987,500 499 723,506 (408,485)
Activity for September 30, 1999 1,000,000 100 - (33,652)
--------- --------- ----------------- -----------
Balance at September 30, 1999 5,987,500 599 723,506 (442,137)
========= ========= ================= ===========
See accompanying notes
</TABLE>
43
<PAGE>
<TABLE>
AMERICA'S SPORTS VOICE, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
<CAPTION>
Cumulative
During
Quarter ended Development
September 30, 1999 Stage
------------------ -----------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net (loss) $ (33,652) $ (442,137)
Adjustments to reconcile net (loss) to cash
(used in) operating activities:
Depreciation 385 1,775
Changes in assets and liabilities:
Other assets 0 (75)
Accrued expenses payable 15,494 81,431
------------------ -----------
Net cash (used in) operating activities (17,773) (359,006)
------------------ -----------
Cash flows provided by (used in) investing activities:
Acquisition of fixed assets 0 (3,075)
------------------ -----------
Net cash (used in) investing activities 0 (3,075)
------------------ -----------
Cash flows provided by (used in) financing activities:
Loans receivable 17,735 (361,972)
Net proceeds from common stock offerings 100 724,105
------------------ -----------
Net cash provided by financing activities 17,835 362,133
------------------ -----------
Net increase in cash and cash equivalents 62 52
Cash and cash equivalents at beginning of period (10) 0
------------------ -----------
Cash and cash equivalents at end of period $ 52 $ 52
================== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest 0 0
Income taxes 830 830
See accompanying notes
</TABLE>
44
<PAGE>
AMERICA'S SPORTS VOICE, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1999
1. Unaudited Financial Information
The unaudited financial information included for the three month interim period
ended September 30, 1999 were taken from the books and records without audit.
However, such information reflects all adjustments (consisting only of normal
recurring adjustments, which are of the opinion of management, necessary to
reflect properly the results of the interim period presented). The results of
operations for the three month period ended September 30, 1999 are not
necessarily indicative of the results expected for the fiscal year ended June
30, 2000.
2. Financial Statements
Management has elected to omit substantially all footnotes relating to the
condensed financial statements of America's Sports Voice, Inc. (the "Company")
included in the report. For a complete set of footnotes, reference is made to
the Company's Report on Form 10 for the year ended June 30, 1999 as filed with
the Securities and Exchange Commission and the audited financial statements
included therein.
45
<PAGE>
PART III
Item 1. Exhibit Index
No.
- --- Sequential
Page No.
--------
(3) Articles of Incorporation and Bylaws
3.1 Certificate of Incorporation 48
3.2 Certificate of Amendment to
Articles of Incorporation 52
3.3 Bylaws 56
(10) Material Contracts
10.1 Employment Agreement between the Company and
Angelo J. Panzarella 70
(27) Financial Data Schedule
27.1 Financial Data Schedule 80
46
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMERICA'S SPORTS VOICE, INC.
(Registrant)
Date: November 15, 1999
By:/s/ Angelo J. Panzarella
---------------------------
Angelo J. Panzarella,
President
47
<PAGE>
AMERICA'S SPORTS VOICE, INC.
----------------------------
EXHIBIT 3.1
----------------------------
CERTIFICATE OF INCORPORATION
----------------------------
48
<PAGE>
CERTIFICATE OF INCORPORATION
OF
AMERICAS SPORTS VOICE, INC.
Section 402 of the Business Corporation Law
Filer: MOSHELL & MOSHELL
100 GARDEN CITY PLAZA
SUITE #202
GARDEN CITY, NY 11530
49
<PAGE>
CERTIFICATE OF INCORPORATION
OF
AMERICAS SPORTS VOICE, INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
The undersigned, a natural person of the age of eighteen
years or over, desiring to form a corporation pursuant to the
provisions of Section 402 of the Business Corporation Law of
the State of New York, hereby certifies as follows:
FIRST: The name of the corporation is:
AMERICAS SPORTS VOICE, INC.
SECOND: The purpose of the corporation is to engage in
any lawful act or activity for which corporations may be
organized under the Business Corporation Law of the State of
New York, exclusive of any act or activity requiring the
consent or approval of any sate official, department, board,
agency or other body without such consent or approval first
being obtained.
THIRD: The office of the corporation in the State of New
York is to be located in the County of Nassau.
FOURTH: The aggregate number of shares which the
corporation shall have the authority to issue is:
One-Hundred Fifty Million (150,000,000) shares with a
0.0001 par value
50
<PAGE>
FIFTH: The Secretary of State is designated as the agent
of the corporation upon whom process against the corporation
may be served, and the address to which the Secretary of
State shall mail a copy of any process against the corporation
served upon him is:
c/o Moshell & Moshell
100 Garden City Plaza
Suite #202
Garden City, NY 11530
SIXTH: No director of the corporation shall be
personally liable to the corporation or its stockholders
for damages for any breach of duty in such capacity except
where a judgment or other final adjudication adverse to said
director establishes: that the director's acts or omissions
were in bad faith or involved intentional misconduct or a
knowing violation of law or that said director personally
gained a financial profit or other advantage to which he was
not entitled, or the director's acts violated Section 719
of the New York Business Corporation Law.
Date: February 12, 1997
s/Colleen Sullivan
-----------------------------------
Colleen Sullivan
Incorporator
Corporation Service Company
500 Central Avenue
Albany, NY 12206
51
<PAGE>
AMERICA'S SPORTS VOICE, INC.
----------------------------
EXHIBIT 3.2
----------------------------
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
----------------------------
52
<PAGE>
F97021807( )34( ) CSC 45
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
AMERICAS SPORTS VOICE, INC.
Under Section 805 of the Business Corporation Act
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED FEB 18 1997
TAX:
BY: SRW
--------------
NASSAU
FILER:
Moshell & Moshell
100 Garden City Plaza
Suite #202
Garden City, NY 11530
53
<PAGE>
CSC 45
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF
AMERICAS SPORTS VOICE, INC.
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is:
AMERICAS SPORTS VOICE, INC.
(2) The Certificate of Incorporation is hereby amended to effect a change
in corporate name:
Paragraph One (1) of the Certificate of Incorporation is hereby amended o
read:
"1. The name of the corporation is:
AMERICA'S SPORTS VOICE, INC."
(4) The amendment to the Certificate of Incorporation was authorized by a
vote of the Board of Directors, following by written consent of the Sole
Shareholder.
IN WITNESS WHEREOF, this certificate has been subscribed this 18th day of
February, 1997 by the undersigned, who affirm that the statements made herein
are true under the penalties of perjury.
s/ William Lucas
--------------------------------------------
William Lucas, Sole Shareholder
54
<PAGE>
State of New York )
: ss:
Department of State )
I hereby certify that the annexed copy has been compared with the original
document in the custody of the Secretary of State and that the same is a true
copy of said original.
Witness my hand and seal of the Department of State on February 20 1997
s/J Clark
Special Deputy Secretary of State
55
<PAGE>
AMERICA'S SPORTS VOICE, INC.
----------------------------
EXHIBIT 3.3
----------------------------
BYLAWS
----------------------------
56
<PAGE>
BY-LAWS
OF
AMERICA'S SPORTS VOICE, INC.
----------------------------
ARTICLE I - OFFICES
-------------------
The office of the Corporation shall be located in the City, County and State
designated in the Certificate of Incorporation. The Corporation on may also
maintain offices at such other places within or without the United States as the
Board of directors may, form time to time, determine.
ARTICLE II - MEETING OF SHAREHOLDERS
------------------------------------
Section 1 - Annual Meetings:
- ----------------------------
The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
- -----------------------------
Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Law.
Section 3 - Place of Meetings:
- ------------------------------
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of New York as
shall be designated in the notices or waivers of notice of such meetings.
Section 4 - Notice of Meetings:
- -------------------------------
(a) Written notice of each meeting of shareholders, whether annual or special,
stating the
By-Laws - 1
57
<PAGE>
time when and place where it is to be held, shall be served either personally or
by mail, not less than ten or more than fifty days before the meeting, upon each
shareholder of record entitled to vote at such meeting, and to any other
shareholder to whom the giving of notice may be required by law. Notice of a
special meeting shall also state the purpose or purposes for which the meeting
is called, and shall indicate that it is being issued by, or at the direction
of, the person or persons calling the meeting. If, at any meeting, action is
proposed to be taken that would, if taken, entitle shareholders to receive
payment for their shares pursuant to the Business Corporation Act, the notice of
such meeting shall include a statement of that purpose and to that effect. If
mailed, such notice shall be directed to each such shareholder at his address,
as it appears on the records of the shareholders of the Corporation, unless he
shall have previously filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting. Notice of any adjourned meeting of shareholders
need not be given, unless otherwise required by statute.
Section 5 - Quorum:
- -------------------
(a) Except as otherwise provided herein, or by statute, or in the Certificate of
Incorporation (such Certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of shareholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of shareholders holding of record a majority of
the total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business. The withdrawal of any shareholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.
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Section 6 - Voting:
- -------------------
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name ont he books of the Corporation.
(c) Each shareholder entitled to vote or to express consent of dissent without a
meeting, may do so by prosy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney-in-fact thereunto duly authorized in writing. No
prosy shall be valid after the expiration of eleven months from the date of its
execution, unless the persons executing it shall have specified therein the
length of time it is to continue in force. Such instrument shall be exhibited to
the Secretary at the meeting and shall be filed with the records of the
Corporation.
(d) Any resolution in writing, signed by all of the shareholders entitled to
vote thereon, shall be and constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.
ARTICLE III - BOARD OF DIRECTORS
--------------------------------
Section 1 - Number, Election and Term of Office:
- ------------------------------------------------
(a) The number of the directors of the Corporation shall be ( ), unless and
until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three, unless all of
the outstanding shares are owned beneficially and of record by less that three
shareholder, in which event the number of directors shall not be less than the
number of shareholders.
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(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be shareholders, shall be elected by a majority of the votes cast at a
meeting of shareholders, by the holders of shares entitled to vote in the
election.
(c) Each director shall hold office unit the annual meeting of the shareholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.
Section 2 - Duties and Powers:
- ------------------------------
The Board of Directors shall be responsible for the control and management of
the affairs property and interests of the Corporation, and may exercise all
powers of the corporation except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the shareholders.
Section 3 - Annual and Regular Meetings: Notice:
- ------------------------------------------------
(a) A regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the shareholders at the place of such annual
meeting of shareholders.
(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other regular meetings of the Board of Directors, and may fix the
time and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
action was taken within the time limited, and in the
manner set forth in paragraph (b) of Section 4 of this Article III, with respect
to special meetings, unless such notice shall be waived in the manner set forth
in paragraph (c) of such Section 4.
Section 4 - Special Meetings: Notice:
- -------------------------------------
(a) Special meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
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(b) Notice of special meetings shall be mailed directly to each director,
addressed to him at his residence or usual place of business, at least two(2)
days before the day on which the meeting is to be held, or shall be sent to him
at such place by telegram, radio or cable, or shall be delivered to him
personally or given to him orally, not later than the day before the day on
which the meeting is to be held. A notice, or waiver of notice, except as
required by Section 8 of this Article III, need not specify the purpose of the
meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at is
commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 - Chairman:
- ---------------------
At all meetings of the Board of Directors, the Chairman of the board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside, and in his absence, a Chairman Chosen by the
directors shall preside.
Section 6 - Quorum and Adjournment:
- -----------------------------------
(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Articles of
Incorporation, or by these By-Laws. Participation of any one or more members of
the Board by means of a conference telephone or similar communications
equipment, allowing all persons participating in the meeting to hear each other
at the same time, shall constitute presence in person at any such meeting.
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.
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Section 7 - Manner of Acting:
- -----------------------------
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum, is present shall be the act of the
Board of Directors. Any action authorized, in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the Corporation shall be
the act of the Board of Directors with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Board.
Section 8 - Vacancies:
- ----------------------
Any vacancy in the Board of Directors occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless a vacancy created by the removal of a director by the
shareholders shall be filled by the shareholders at the meeting at which the
removal was effected) or inability to act of any director, or otherwise, shall
be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.
Section 9 - Resignation:
- ------------------------
Any director may resign at any time be giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.
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Section 10 - Removal:
- ---------------------
Any director may be removed with or without cause at any time by the
shareholders, at a special meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.
Section 11 - Salary:
- --------------------
No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director form serving the Corporation in any other capacity and
receiving compensation therefor.
Section 12 - Contracts:
- -----------------------
(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated nor shall any director be
liable in any way by reason of the fact that any one or more of the directors of
this Corporation is or are interested in, or is a director or officer, or ate
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting. This Section shall not
be construed to impair or invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law (common, statutory or
otherwise) applicable thereto.
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Section 13 - Committees:
- ------------------------
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they deem
desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board. At all
meetings of a committee, the presence of all members of the committee shall be
necessary to constitute a quorum for the transaction of business, except as
otherwise provided by said resolution or by these By-laws. Participation of any
one or more members of the committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time, shall constitute presence in person
at any such meeting. Any action authorized in writing by all of the members of a
committee entitled to vote thereon and filed with the minutes of the Committee
shall be the act of the committee with the same force and effect as if the same
had been passed by unanimous vote at a duly called meeting of the Committee.
ARTICLE IV - OFFICERS
---------------------
Section 1 - Number, Qualifications, Election
- --------------------------------------------
and Term of Office:
-------------------
(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation. Any
two or more offices may be held by the same person.
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(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
- ------------------------
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
Section 3 - Removal:
- --------------------
Any officer may be removed, either with or without cause, and a successor
elected by the Board at any time.
Section 4 - Vacancies:
- ----------------------
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board of Directors.
Section 5 - Duties of Officers:
- -------------------------------
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the chief executive officer of
the Corporation.
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Section 6 - Sureties and Bonds:
- -------------------------------
In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute tot he Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
- -----------------------------------------
Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) my be exercised on behalf of the Corporation by
the President, any Vice President, or such other person as the Board of
Directors may authorize.
ARTICLE V - SHARES OF STOCK
---------------------------
Section 1 - Certificate of Stock:
- ---------------------------------
(a) The certificates representing shares of the Corporation shall be in such
form as shall be adopted by the Board of Directors, and shall be numbered and
registered in the order issued. They shall bear the holder's name and the number
of shares, and shall be signed by (i) the Chairman of the Board or the President
or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant
Secretary or Assistant Treasurer, and may bear the corporate seal.
(b) No certificate representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.
(c) The Board of Directors may authorize the issuance of certificates for
fractions of a share which shall entitle the holder to exercise voting rights,
receive dividends and participate in liquidating distributions, in proportion to
the fractional holdings; or it may authorize the payment in cash of the fair
value of fraction of a share as of the time when those entitled to receive such
fractions are determined; or it may authorize the issuance, subject to such
conditions as may be permitted by law, of scrip in registered or bearer
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form over the signature of any officer or agent of the Corporation, exchangeable
as therein provided for full shares, but such scrip shall not entitle the holder
to any rights of a shareholder, except as therein provided.
Section 2 - Lost of Destroyed Certificates:
- -------------------------------------------
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss of destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. a new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.
Section 3 - Transfers of Shares:
- --------------------------------
(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation only by the holder of record thereof, in person or by his duly
authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
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Section 4 - Record Date:
- ------------------------
In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action. If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be a the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held; the record date for determining shareholders for nay other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. When a determination of shareholders
of record entitled to notice of or to vote at any meeting of shareholders has
been made as provided for herein, such determination shall apply to any
adjournment thereof, unless the directors fix a new record date for the
adjourned meeting.
ARTICLE VI - DIVIDENDS
----------------------
Subject to applicable law, dividends amy be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
-------------------------
The fiscal year of the Corporation shall be fixed by the Board of Directors from
time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
-----------------------------
The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.
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ARTICLE IX - AMENDMENTS
-----------------------
Section 1 - By Shareholders:
- ----------------------------
All by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of directors.
Section 2 - By Directors:
- -------------------------
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, by-laws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting form the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.
The undersigned Incorporator certifies the he has adopted the
foregoing by-laws as the first by-laws of the Corporation, in accordance with
the requirements of the Business Corporation Law.
Dated: 12-3-97
----------------------
s/William G. Lucas
------------------------------------
Incorporator
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AMERICA'S SPORTS VOICE, INC.
----------------------------
EXHIBIT 10.1
----------------------------
EMPLOYMENT AGREEMENT BETWEEN
THE COMPANY AND
ANGELO J. PANZARELLA
----------------------------
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EMPLOYMENT AGREEMENT
THIS AGREEMENT dated this 1st day of November, 1998 by and between
AMERICA'S SPORTS VOICE, INC. ("CORPORATION") located at 380 Hempstead Ave., West
Hempstead, New York 11552 and ANGELO J. PANZARELLA ("EMPLOYEE") residing at 19
Spruce Lane, Valley Stream, New York 11581.
RECITALS
WHEREAS, the CORPORATION is desirous of employing EMPLOYEE, and insure that
EMPLOYEE is properly compensated complete with bonuses, incentive and benefits
and which will act to provide both the CORPORATION and EMPLOYEE, their
respective heirs, agents, assigns and successors in interest, long term security
in this employment relationship while permitting the CORPORATION to benefit from
the EMPLOYEE'S knowledge, expertise, efforts and good will, and;
WHEREAS, the CORPORATION is desirous of demonstrating its appreciation for
EMPLOYEE'S value, log term employment history, replete with his documented
achievements in advancing the CORPORATION'S goals, and his unshakable beliefs in
the CORPORATION'S ideals, and;
WHEREAS, EMPLOYEE is desirous of entering into an employment relationship
with CORPORATION, wherefrom EMPLOYEE would receive a salary, bonuses and
benefits commensurate with executives similarly situated and which shall provide
long term financial security and independence for the EMPLOYEE, his family,
heirs, assigns and successors in interest, and;
NOW THEREFORE, the parties hereto, in exchange for the mutual covenants
herein, agree as follows:
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I. EMPLOYMENT
The CORPORATION agrees to employ EMPLOYEE and EMPLOYEE agrees to work
for CORPORATION as Chief Executive Officer for the term herein set forth and as
further provided below.
II. DUTIES
EMPLOYEE'S duties shall be to manage, control and supervise the daily
activities of the CORPORATION, and to market, promote and advance the
CORPORATION, it products, services and good will. EMPLOYEE shall also be charged
with the day to day economics of running said CORPORATION, including, but not
limited tom, promoting the CORPORATION'S financial well-being with market makers
and other promoters of the CORPORATION'S common stock, presenting financial
plans to the Board and generally be responsible for insuring the availability of
sufficient resources to meet the daily obligations of the CORPORATION.
EMPLOYEE'S duties shall be in keeping with duties generally associated with
executives of similar positions in corporate America, and any other duties
EMPLOYEE deems necessary to accomplish the goals and protect the security of the
CORPORATION. During the term of this agreement, the EMPLOYEE shall devote
substantially all of his business time to the affairs of the CORPORATION.
However, nothing herein shall be construed as prohibiting the EMPLOYEE from
engaging in outside business interests and devoting business time to said
interest, provided same does not pose a conflict of interest with the duties
herein.
III. TERM
This Agreement shall run for a term ('THE TERM') of not less than five (5)
years unless written notice is received terminating said Agreement from the
EMPLOYEE ninety (90) days prior to the expiration date of said term. The option
to terminate rests exclusively with EMPLOYEE, who shall have the exclusive
option to retain the position elucidated in paragraph I
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herein above. This Agreement shall survive the death of the EMPLOYEE to the
extent that the EMPLOYEE'S salary shall be paid to the heirs or estate of the
EMPLOYEE for a period of not less than two (2) years in addition to any special
compensation provisions, which are intended to survive the term of this
Agreement.
IV. COMPENSATION AND BONUSES
A. The CORPORATION shall pay EMPLOYEE a base salary of Ninety Three
Thousand Dollars ($93,000.00) per annum. Said salary shall be paid to EMPLOYEE
in the manner established by the CORPORATION for the payment of salaries to
other executives of the CORPORATION. The Board of Directors shall review the
EMPLOYEE'S salary and benefit package every six (6) months to determine
appropriate increases. The Board of Directors is not empowered, as a result of
this Agreement, to reduce EMPLOYEE'S salary, regardless of any changes in
EMPLOYEE'S duties or titles during the term of this Agreement or the term of any
renewal period. In the event, the EMPLOYEE's salary is deferred or the
CORPORATION is unable to pay the salary, then, the CORPORATION shall be indebted
to the EMPLOYEE and from which said debt shall never carry over beyond December,
of the year the debt was incurred and from which the CORPORATION shall either
borrow the funds to pay the debt or provide the EMPLOYEE with unrestricted
common stock (S-8) in the equivalent amount of the debt, with interest.
B. In addition to the salary set forth above, the CORPORATION, through a
vote of its Board of Directors, may pay to the EMPLOYEE, a bonus, as the Board
deems appropriate, in cash and/or stock. In no event, can a stock bonus exceed
Seventy-Five (75%) of the total bonus in any calendar year and shall be provided
at a cost the EMPLOYEE of not more that Ten Percent (10%) of the share price on
the date approved by the Board. As a condition of stock bonuses as set forth
herein, the Board shall provide EMPLOYEE with no less Twenty-Five
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Percent (25%) of the stock bonus in unrestricted, S-8 tradable shares. In the
event any provision herein violates any State, Federal or Municipal Law,
Ordinance or Regulation, or is in violation of any SEC Code, the Board shall do
whatever is necessary to comply with the affected rule, law, regulation or code
while fulfilling the spirit and intent of this paragraph. The Board will make
whatever adjustments necessary to this Agreement to insure that EMPLOYEE
receives his bonuses, while the CORPORATION maintains full compliance with all
related laws.
V. BENEFITS
The EMPLOYEE shall be entitled to such executive benefits as shall be
established by the CORPORATION and for which he may qualify. All benefits shall
be at least as favorable as those made available to all other executives of the
CORPORATION, and shall include, health insurance, car allowance no exceeding Six
Hundred Dollars ($600) per month, vacations, retirement and other benefits
pursuant to plans which may be established by the CORPORATION. No benefit
contained within this paragraph shall be construed as an offset of any other
benefit, bonus, compensation or option contained anywhere else within this
Agreement.
VI. EXPENSES
The CORPORATION agrees to reimburse the EMPLOYEE for expenses which have
been incurred for all reasonable business purposes. The expenses shall be in
addition to any compensation or bonus contained herein.
VII. TERMINATION
A. The CORPORATION may terminate the employment of the EMPLOYEE at any time
for cause, as hereinafter defined and in accordance with the conditions
hereinafter set forth. The definition of Cause for the purposes of this
provision shall include dishonesty, willful defiance of Board directives, and
criminal conviction for a felony of the first degree, any capital crime, or any
securities crime wherefrom the EMPLOYEE is permanently barred from any security
involvement
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by any regulatory agency of the United States. In the event the EMPLOYEE is
terminated for cause, the CORPORATION shall be obligated to pay EMPLOYEE two (2)
years salary as severance and special compensation for a period of two (2) years
commencing upon the termination for any cause of this agreement. All provisions
in this Agreement which are intended to survive the expiration of the term of
the Agreements will survive the termination of the EMPLOYEE for cause.
B. The CORPORATION may terminate the employment of the EMPLOYEE for special
circumstances as hereinafter defined. In the event of termination for special
circumstances, the CORPORATION shall pay to the EMPLOYEE, his representatives,
heirs, estate, or assigns, two (2) years salary or the balance of this
Agreement, whichever is greater. Special circumstances shall be defined as
insanity, incapacity to perform the duties as stated herein due to illness
causing disability, addition to drugs or alcohol and which treatment is refused,
excessive absenteeism not related to illness, or the deliberate failure to
comply with any provision of the Agreement. All provisions intended to survive
the term of this Agreement shall survive notwithstanding termination for special
circumstances.
C. In the event the CORPORATION chooses to terminate without cause, the
CORPORATION shall pay EMPLOYEe the full payment of the CORPORATION'S contractual
commitment, including options, plus two (2) years salary as severance pay. The
severance pay shall be at the salary rate in force at the time of termination.
This shall be deemed a penalty for the early termination of this Agreement.
D. In the event the EMPLOYEE is compelled to relinquish any of the
executive positions set forth in paragraph 1 herein above, regardless if by
special circumstance, without cause, or by the failure of shareholders to elect
EMPLOYEE to the Board of Directors, then, EMPLOYEE may, in his exclusive
discretion, declare his employment terminated without cause wherefrom
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EMPLOYEE shall be entitled to all the remedies provided in subparagraph C above,
or EMPLOYEE may continue in his other capacities, at the same rate of pay and
benefits and the CORPORATION shall pay the EMPLOYEE on (1) year severance pay
for each position lost at the rate of EMPLOYEE'S salary in force at the time the
position is relinquished.
E. The EMPLOYEE may unilaterally terminate this Agreement by providing
ninety (90) days written notice to the CORPORATION. In such event, EMPLOYEE
shall be paid all salary, bonuses and other compensation earned through the
termination date. In the event EMPLOYEE terminated this agreement for no cause,
he will be entitled to one (1) year severance pay at the pay rate in force at
the time the Agreement is terminated. If EMPLOYEE terminates this agreement with
cause or as a result of any default by CORPORATION with regard to any of its
obligations hereunder, the EMPLOYEE shall be entitled to all the remedies as set
forth in subparagraph C above. All provisions intended to survive this Agreement
shall remain in full force and effect.
F. In the event any termination provision is enforced, in addition to the
remedies contained within the enforces provision, EMPLOYEE shall be entitled to
payment of all back pay, vacation pay, bonuses, stock options and other sums due
upon the effective date of termination. the failure of the CORPORATION to pay
these sums shall be deemed a material breach of this Agreement and from which
the EMPLOYEe, his heirs, representatives, estate or assigns shall be entitled to
interest, which shall be at the rate of prime plus three percent (3%) at the
time this provision is employed, and all costs associated with collection and
enforcement of this provision, including attorney's fees. VIII. CONFIDENTIALITY
During the TERM, and for a period of one (1) year thereafter, the EMPLOYEE
shall hold and keep confidential any product development information, formula,
advertising, design, method,
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procedure, customer list, techniques, trade secrets, business plans,
presentation, training methods, software development, processes, of the general
know how of the business for which CORPORATION is engaged (all the foregoing
hereinafter being collectively referred to as "Know How", used or usable by the
CORPORATION, in connection with its business, or other matters which hereafter
may become known to EMPLOYEE as a result of his employment and not known to the
public generally and shall not, directly or indirectly, disclose any further
information to any person, firm or corporation with the business affairs of the
CORPORATION. However, said restriction shall only be applicable within or with
respect to those geographical location in which the CORPORATION is then engaged
in business or if this Agreement is terminated for any reason except those
provided in paragraphs VII. C and D above. All papers and records of any kind,
or memoranda, notes, designs, plans, procedures, or other documents and any and
all copies thereof, whether made by the EMPLOYEE relating to the Know-How or to
the business of field of investigation of the CORPORATION which shall at any
time hereafter come into EMPLOYEE'S possession or control shall be the sole and
exclusive property of the CORPORATION and shall be surrendered to it any time
hereafter upon the request of the CORPORATION.
IX. INADEQUATE REMEDY
The EMPLOYEE agrees that remedy at law for any breach of the foregoing
provisions of paragraph IX., will be inadequate and that the CORPORATION shall
be entitled to injunctive relief upon a showing to a Court of competent
jurisdiction of irreparable harm. Said relief shall not be exclusive, but in
addition to any other relief or remedies the CORPORATION may have for such a
breach.
X. NOTICE
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Any notice provided for by this Agreement shall be deemed sufficiently
given when either personally delivered or mailed certified mail, return receipt
requested, addressed to the parties thereto at the respective addresses herein
above inscribed or hereinafter designated by the parties,
in writing, by notice given hereunder.
XI. GOVERNING LAW
This Agreement shall be governed by and construed and enforced by the laws
of the State of New York or any State in which the EMPLOYEe shall deem his
residence, in EMPLOYEE'S exclusive discretion, and provided that CORPORATION, is
not deprived of any remedy, defense, or element of damage which CORPORATION
would be entitled under the laws of the State of New York.
XII. MERGER
This Agreement reflects the entire understanding of the parties. All
notices, minutes, discussions and negotiations have been merged and incorporated
into this written instrument. No addition, deletions, supplements, or amendments
to this Agreement shall be deemed valid unless agreed to by the parties in
writing. Oral modifications to this Agreement are expressly forbidden.
XIII. SUCCESSORS
All rights, benefits, duties and obligations created herein, shall inure to
and be binding upon the CORPORATION, its successors and assigns and all entities
who succeed in interest, regardless if said interest is in whole or in part.
This Agreement shall not be defeated or terminated through the acquisition or
merger of the CORPORATION, in whole or in part by any third party who will
inherit the obligations and burdens of this Agreement, as it was a signatory
hereto. In the event of an acquisition or merger, EMPLOYEE, shall retain the
position of Chief Executive Officer in any newly formed company unless expressly
waived by EMPLOYEE in his exclusive discretion.
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XVII.ATTORNEY'S FEES
In the event of any legal action regarding this Agreement, the prevailing
party shall be entitled to all costs and attorney's fees. In the event of a
shareholder action challenging any aspect of this Agreement, then, the
CORPORATION shall be responsible for all of the EMPLOYEE'S costs and attorney's
fees, regardless of the prevailing party. In such an instance, EMPLOYEE shall
have the exclusive right to select legal Counsel of his choice to protect his
interest herein. In the event EMPLOYEE is sued by any third party as a result of
his employment hereunder, or in any type of shareholder action, or any
proceeding by the SEC, Federal, State or local government, whether
administrative, civil or in the criminal courts, all of the EMPLOYEE'S costs and
attorney's fees shall be borne by the CORPORATION, without penalty to the
EMPLOYEE, regardless of outcome. EMPLOYEE shall also be entitled to all costs
and attorney's for all appeals, regardless of whether he is defending or
prosecuting said appeal. Nothing herein shall be construed as a setoff against
any other benefit or compensation provision contained herein above.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals as of the day and year first above inscribed.
s/Angelo J. Panzarella
----------------------------------------
Angelo J. Panzarella
AMERICA'S SPORTS VOICE, INC.
as authorized by the Board of Directors
By: s/William G. Lucas
-----------------------------------
William G. Lucas
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AMERICA'S SPORTS VOICE, INC.
----------------------------
EXHIBIT 27.1
----------------------------
FINANCIAL DATA SCHEDULE
----------------------------
80
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 1999, AND THE INTERIM
THREE MONTH PERIOD ENDED SEPTEMBER 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-2000
<PERIOD-END> JUN-30-1999 SEP-30-1999
<CASH> (10) 52
<SECURITIES> 0 0
<RECEIVABLES> 379,707 361,972
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 379,697 362,024
<PP&E> 1,685 1,300
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 381,457 363,399
<CURRENT-LIABILITIES> 65,937 81,431
<BONDS> 0 0
0 0
0 0
<COMMON> 499 599
<OTHER-SE> 315,021 281,369
<TOTAL-LIABILITY-AND-EQUITY> 381,457 363,399
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 121,621 33,652
<LOSS-PROVISION> 100,000 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (221,621) (33,652)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (221,621) (33,652)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (221,621) (33,652)
<EPS-BASIC> (.06) (.01)
<EPS-DILUTED> 0 0
</TABLE>
