ISSUER INFORMATION FILE
FIRST FISCAL QUARTERLY REPORT
(SEC FORM 10Q)
DATE NOVEMBER 20, 2000
AMERICA'S SPORTS VOICE, INC.
247 Broadway
Huntington, New York 11743
Phone: 631 754-9200
Fax: 631 754-9369
FEDERAL I.D. NUMBER: CUSIP NUMBER:
11-3363563 03061W 10 9
ISSUER'S EQUITY SECURITIES
Common Equity Voting Stock
$.0001 par value
150,000,000 shares authorized
9,357,500 shares issued and outstanding
TRANSFER AGENT
OTC Corporate Transfer Service Co.
P.O. Box 501
Hicksville, New York 11802
Phone: 516-433-6503
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
Index to Form 10-QSB
For the Period Ended September 30, 2000
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets ................................... 3
Consolidated Statements of Operations .......................... 4
Consolidated Statements of Stockholders' Deficit ............... 5-6
Consolidated Statements of Cash Flows .......................... 7-9
Notes to Consolidated Financial Statements ..................... 10-19
Item 2. Management's Discussion and Analysis ........................... 20-21
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND JUNE 30, 2000
<TABLE>
<CAPTION>
Audited
September 30, June 30,
2000 2000
---- ----
<S> <C> <C>
ASSETS
------
Current Assets:
Cash in banks $ 4,731 $ 16,285
Accounts Receivable 172,500 --
Inventories 67,423 --
Loan receivable 1,150 1,150
----- -----
Total current assets 245,804 17,435
Other assets:
Equipment, net of accumulated depreciation of $3,075 -- 145
Deposits 5,075 5,075
Deferred acquisition costs 252,947 340,969
------- -------
Total other assets 258,022 346,189
------- -------
TOTAL ASSETS $ 503,826 $ 363,624
========== ==========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
Current Liabilities:
Accounts payable $ 392,941 $ 256,061
Accrued expenses 34,330 20,000
Current portion of stockholder loans payable 157,467 157,467
------- -------
Total current liabilities 584,738 433,528
Stockholder Loans payable 219,000 219,000
------- -------
TOTAL LIABILITIES 803,738 652,528
------- -------
COMMITTMENTS AND CONTINGENCIES
STOCKHOLDERS' (DEFICIT)
-----------------------
Common stock, par value $.0001,150,000,000 shares
authorized and 9,357,500 and 8,837,500 shares issued and
outstanding in 2000 and 1999, respectively 936 884
Additional paid-in capital 1,253,019 1,128,221
Accumulated (deficit) (1,553,867) (1,418,009)
---------- ----------
Total stockholders' (deficit) (299,912) (288,904)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'(DEFICIT) $ 503,826 $ 363,624
========== ==========
</TABLE>
3
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AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
2000 1999
---- ----
Sales $ 258,840 --
Cost of Sales (151,025) --
---------- ----------
Gross profit 107,815 --
General and Administrative expenses
Professional fees 136,963 --
Salaries and benefits 66,139 --
Office and other administrative expenses 34,951 33,267
Depreciation 145 385
---------- ----------
Total general and administrative expenses 238,198 33,652
---------- ----------
(Loss) from operations (130,383) (33,652)
---------- ----------
Other income and expense
Interest expense (5,475) --
---------- ----------
Total other income and (expense) (5,475) --
---------- ----------
Net (loss) before income taxes (135,858) (33,652)
Income taxes -- --
---------- ----------
Net (loss) $ (135,858) $ (33,652)
========== ==========
Net (loss) per common share $ (.01) $ (.01)
Weighted average number of ========== ==========
shares of common stock outstanding 9,074,674 3,885,060
========== ==========
4
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AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Common Additional Total
Stock $.0001 Par Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Deficit
------ ------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Opening balance-July 1, 2000 8,837,500 $ 884 $ 1,128,221 $(1,418,009) $ (288,904)
Issuance of common stock for
promotion and consulting
services rendered 520,000 52 124,798 124,850
Net loss during for the
three months ended September 30, 2000 (135,858) (135,858)
----------- ----------- ----------- ----------- -----------
Closing balance-September 30, 2000 9,357,500 $ 936 $ 1,253,019 $(1,553,867) $ (299,912)
=========== =========== =========== =========== ===========
</TABLE>
5
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AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR THE YEAR ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
Common Additional Total
Stock $.0001 Par Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Deficit
------ ------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Opening balance - July 1, 1999 4,987,500 $ 499 $ 723,506 $ (408,485) $ 315,520
Stock issued in private placement 2,000,000 200 29,800 -- 30,000
Stock issued as compensation 1,600,000 160 356,190 -- 356,350
Stock options exercised 250,000 25 18,725 -- 18,750
Net loss for the year ended
June 30, 2000 (1,009,524) (1,009,524)
--------- ----------- ----------- ------------ ------------
Closing balance - June 30, 2000 8,837,500 $ 884 $ 1,128,221 $(1,418,009) $ ( 288,904)
========= =========== =========== ============ ============
</TABLE>
6
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(135,858) $ (33,652)
ADJUSTMENTS TO RECONCILE NET LOSS
FROM OPERATIONS TO CASH USED IN
OPERATING ACTIVITIES
Depreciation and amortization 145 385
Stock issued for professional services 124,850 --
(Increase) decrease in assets:
Accounts receivable (172,500) --
Inventories (67,423) --
Deferred acquisition costs 88,022 --
Increase (decrease) in liabilities:
Accounts payable 136,880 --
Accrued expenses 14,330 15,494
------ ------
Total Adjustments 124,304 15,879
------- ------
Net cash provided by (used in) operations (11,554) (17,773)
7
<PAGE>
AMERICA'S SPORTS VOICE, INC. and SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
2000 1999
---- -----
Balance forward (11,554) (17,773)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans receivable -- 17,735
Net proceeds from common stock sold -- 100
-------- --------
Net cash from financing activities -- 17,835
Net Increase (decrease) in Cash in banks (11,554) 62
-------- --------
Cash in banks - Beginning of period 16,285 (10)
-------- --------
Cash in banks - End of period $ 4,731 $ 52
======== ========
Supplemental Disclosure of cash flow information:
Cash Paid During the Period for:
Interest expense $ 0 $ 0
======== ========
Income taxes $ 0 $ 830
======== ========
8
<PAGE>
AMERICA'S SPORTS VOICE, INC. and SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 and 1999
NON-CASH INVESTING AND FINANCING TRANSACTIONS
---------------------------------------------
During the quarter ended September 30, 2000, ASV issued 520,000 shares of
common stock valued at $124,850 in connection with professional promotion
services.
9
<PAGE>
AMERICA'S SPORTS VOICE, INC. and SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 and 1999
Note 1- UNAUDITED FINANCIAL INFORMATION
The unaudited financial information included for the three month interim
periods ended September 30, 2000 and 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 interim periods presented.) The
results of operations for the three month period ended September 30, 2000 are
not necessarily indicative of the results expected for the fiscal year ended
June 30, 2001.
Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of America's Sports Voice,
Inc. (hereinafter referred to "ASV" or "the Company") is presented to assist in
understanding the financial statements. The financial statements and notes are
representations of the management of America's Sports Voice, Inc. and
Subsidiary, who 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.
(A) NATURE OF BUSINESS
America's Sports Voice was incorporated in the State of New York in February
1997. The Company was formed to create a sports fan advocacy group that provides
information, sports programming and sports merchandise. Since inception, the
Company has not generated any revenues from its intended principal business
activity.
Effective June 28, 2000, the company created a wholly owned subsidiary, Gourmet
Cuisine Corp. that was formed for the purpose of acquiring the assets and
business of Gourmet Cuisines International, Ltd., as described in Note 3.
10
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(B) 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 and disclosure of
contingent 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.
(C) OFFICE EQUIPMENT AND DEPRECIATION
Office equipment is 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 other income. Maintenance and repairs are expensed as incurred.
Depreciation of equipment is provided over the estimated useful lives of the
various assets. Generally, the equipment has been depreciated using the
straight-line method over a period of five years. Depreciation expense was $145
and $385 for the quarters ended September 30, 2000 and 1999, respectively.
(D) DEFERRED ACQUISTION COSTS
Deferred acquisition costs represent the costs associated with the planned
acquisition described in Note 3. Deferred acquisition costs are capitalized as a
component of total acquisition costs until successful consummation of a planned
acquisition. Such costs will be expensed upon determination that a proposed
acquisition is unlikely to occur or will be amortized upon completion of the
acquisition.
11
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AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(E) INVENTORIES
Inventories are stated at the lower of cost or market.
(F) INCOME TAXES
No income taxes were provided during each of the fiscal periods presented since
ASV incurrred losses in each period. Normally, taxes are provided on all revenue
and expense items included in the consolidated statement of operations,
regardless of the period in which such items are recognized for income tax
purposes, except for items representing a permanent difference between pretax
accounting income and taxable income.
(G) RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 financial statements in
order to conform to the 2000 financial statement presentation.
(H) CONSOLIDATED NET (LOSS) PER SHARE
Consolidated net (loss) per common share is computed on the basis of the
weighted average number of common shares and equivalents outstanding during the
period. Only the weighted average number of shares of common stock outstanding
was used to compute basic loss per share for the three months ended September
30, 2000 and 1999 as there were no stock options, warrants, or other common
stock equivalents outstanding during the period.
12
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
Note 3- PLANNED ACQUISTION
In May 2000, ASV entered into an agreement to acquire all of the issued and
outstanding stock of Gourmet Cuisines International, Ltd., a privately held
company and its three wholly owned subsidiary companies (hereinafter jointly
referred to as "GCI") in exchange for the issuance of an aggregate of 400,000
shares of ASV's "restricted" common stock. GCI is engaged in the business of
processing gourmet meals for first class passengers on various air carriers. In
conjunction therewith, ASV received an assignment of a security interest from
Finova Capital Corporation ("Finova"), which held a first position security
interest in all of the assets of GCI, for which ASV paid an aggregate of
$219,000. The outstanding principal balance owed by GCI to Finova was $1,228,000
at the time the note and security interest was acquired by ASV.
Subsequent to entering into the agreement, ASV discovered that GCI had
significant undisclosed liabilities. Such liabilities included a $5 million
lawsuit against GCI. ASV also discovered that GCI was the guarantor of a
mortgage given by 247 Broadway, LLC (an affiliate of GCI) the owner of the
building that ASV presently operates in. Such mortgage was in default and on
October 28, 2000, the building was foreclosed upon.
As a result of the above developments, ASV decided not to close on the
acquisition of GCI. Instead, ASV is planning to exercise its security interest
acquired from Finova to foreclose on the related unpaid note and thereby acquire
all the assets of GCI, including GCI's wholly owned subsidiaries. Such assets
will be assigned to Gourmet Cuisine Corp., ASV's wholly-owned subsidiary. In
addition, ASV has personal guarantees from the two stockholders of GCI.
Such plans are contingent upon ASV's ability to capitalize the food processing
operations, obtain financing in the amount of approximately $500,000 to acquire
real estate and to establish its planned operations in Utica, NY and to obtain
financing in the amount of approximately $975,000 to acquire the building ASV
now occupies.
13
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
Note 4 - STOCKHOLDER LOANS PAYABLE
Stockholder loans payable consist of the following:
Unsecured 10% loan payable to MGZ International
Corp., a minority stockholder. Principal is due May
2002. Interest only is payable quarterly. $ 219,000
Unsecured, non-interest bearing demand loan
payable to MGZ 157,467
-------
Total 376,467
Less current portion 157,467
-------
Stockholder loans payable
net of current portion $ 219,000
==========
In conjunction with the loans payable to MGZ described above, America's Sports
Voice granted the note holder the option to convert the principal amount of the
note into as many as one million shares of the Company's common stock at a
conversion price of $0.50 per share. The note holder may exercise it option to
convert through February 2002.
14
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 and 1999
NOTE 5 - INCOME TAXES
ASV accounts for income taxes on the liability method, as provided by Statement
of Financial Accounting Standards 109, Accounting for Income Taxes (SFAS 109).
At September 30, 2000 and 1999 no income tax (benefit) was recorded in the
consolidated statement of operations.
Deferred tax assets and liabilities consist of the following:
Sept. 30, Sept. 30,
2000 1999
Deferred tax assets- --------- ----------
Tax benefit of net operating
loss carryovers $451,000 $130,000
Valuation allowance 451,000 130,000
--------- --------
$ 0 $ 0
========= ========
The valuation allowance provided for the periods are based on management's
valuation of the likelihood of realization. Management has concluded that the
income tax benefit provided in the Statements of Operations should be limited to
the amount of future benefit that can be assured. ASV has net operating losses
for financial reporting purposes approximating $1,505,000 through September 30,
2000 available to offset future income for financial reporting purposes expiring
in 2022.
15
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
NOTE 6-COMMITMENTS AND CONTINGENCIES
EMPLOYMENT CONTRACT
Effective September, 1998, ASV entered into an employment contract with the
company's President. The contract is for a 5 year period and provides for annual
compensation of $98,000. As of September 30, 2000, accounts payable includes
$280,500 of unpaid compensation due to the Company's President and to other
employees.
During November, 1999, ASV's Board of Directors, in recognition of the
compensation not paid to the Company's President, authorized the issuance of
options whereby the president may convert any unpaid compensation to shares of
the Company's Common Stock.
Such conversion will be at the greater of $.010 per share or 30% under the bid
price. Such option may be exercised until September, 2001.
DEPOSIT ON LAND
During the year ended June 30, 2000 the Company placed a $5,000 deposit on the
purchase of a tract of land near Utica, New York. The land is to be utilized in
the establishment of a food processing plant.
CONSULTING AGREEMENT
During April 2000, ASV entered into a consulting agreement with MGZ
International Corp. ("MGZ"), a minority stockholder. Under the terms of the
agreement, MGZ is entitled to an $80,000 fee upon the acquisition of the
business of CGI as described in note 3. Since the acquisition has not been
consummated as of September 30, 2000, no consulting fees have been recorded by
ASV.
16
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
NOTE 6-COMMITMENTS AND CONTINGENCIES(CONTINUED)
LOAN AGREEMENT
During February 2000, ASV entered into a loan agreement with Pacificom
("Pacificom"). Under the terms of the agreement, Pacificom agreed to loan ASV up
to $1 million at 11% interest with unpaid principal and interest due December
31, 2000. The agreement is secured by 1 million shares of ASV's common stock
which was pledged by MGZ, a minority stockholder.
In addition, the lender received the option to purchase up to 1 million shares
of ASV's common stock at $0.10 per share. Such options may be exercised during
the month of December 2000. ASV also has the right to acquire up to 900,000 of
the options from Pacificom at a purchase price of $0.10 per share at any time
prior to December 2000.
However, Pacificom did not make any direct loans to ASV. Instead, Pacificom
advanced funds to MGZ. Such funds were used by MGZ to make loans to ASV.
Accordingly, the total outstanding obligation of ASV is the loan payable to MGZ
described in note 4. ASV, MGZ and Pacificom are currently negotiating a revision
to the original loan agreement that would recognize that ASV would have no
direct indebtedness to Pacificom. ASV's management and legal counsel believe
that such revision will be effected on terms satisfactory to ASV.
17
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
NOTE 6-COMMITMENTS AND CONTINGENCIES(CONTINUED)
MANAGEMENT AGREEMENT
Effective February 1, 2000, ASV entered into an agreement with Hannelore
Gourmet Foods, Ltd. ("Hannelore"), a wholly-owned subsidiary of CGI (note 3) to
manage Hannelore's business and finances. The agreement is for a one-year period
ending January 31, 2001, but may be terminated by either party upon 30-day
written notice. ASV is to be paid 50% of the profits of Hannelore at the end of
the contract. The Company has not recorded any management revenue during the
period ended September 30, 2000.
LITIGATION
ASV is involved in two matters arising out of the demised premises utilized by
the company to operate the food processing and food distribution business of CGI
and it wholly owned subsidiary Hannelore. The first matter is a litigation which
involves a claim by 247 Broadway, LLC as Landlord for back rent and an Order of
Eviction of the Tenant. Settlement negotiations are underway to resolve this
matter without it having a material impact upon the Company. In addition, the
mortgage holder on the demised premises has obtained a Judgment of Foreclosure
against 247 Broadway, LLC and Hannelore Gourmet Foods as the guarantor of said
mortgage obligation. On October 23, 2000, a Mortgage Foreclosure Sale occurred
and the premises reverted back to the mortgagee. The company is in negotiations
with the mortgage holder and believes that it will be able to acquire the
property or enter into a long-term lease in order to continue its operations at
the demised premises with the mortgage holder now that it has taken repossession
of the property from 247 Broadway, LLC.
18
<PAGE>
AMERICA'S SPORTS VOICE, INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
LITIGATION (CONTINUED)
During the year ended June 30, 2000, ASV instituted a legal action against
First Capital, Inc., a Florida stock brokerage firm. The action seeks the return
of 600,000 shares of ASV's common stock which were issued to First Capital for
services to be rendered in connection with promotion of the Company's stock. ASV
alleges that such services were never provided. While the outcome of this matter
cannot be determined at this time, in the opinion of management, the matter will
ultimately be resolved on terms favorable to the Company.
19
<PAGE>
ASPV SEC Filings Management Discussion: Investor -
America's Sports Voice Inc.
First Fiscal Quarterly Report (SEC form 10Q)
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, RESULTS
OF OPERATIONS and PROPOSED ACQUISITIONS
The following discussion should be read in conjunction with the America's
Sports Voice, Inc.'s (the "Company" or "ASV") financial statements and notes
thereto included herein. In connection with, and because it desires to take
advantage of, the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, the Company cautions readers regarding certain forward
looking statements in the following discussion and elsewhere in this report and
in any other statement made by, or on the behalf of the Company, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which, with respect to future business decisions, are subject to
change. These uncertainties and contingencies can affect actual results and
could cause actual results to differ materially from those expressed in any
forward looking statements made by, or on behalf of, the Company. The Company
disclaims any obligation to update forward looking statements.
The Company has generated from a development stage company into a fully
operational holding company with revenues during the three-month period ended
September 30, 2000. The Company, earned its income from its wholly owned
subsidiary, Gourmet Cuisine, Corporation not to be confused with "Gourmet
Cuisine International, LTD." and certain loans to Hannelore Gourmet Foods, LTD
and its subsidiaries. In this quarter the Company had revenue of $224,257.32 and
incurred $265,901.93 in selling, general and administrative expenses and
$121,350 in stock compensation, The Company has outstanding loans to Hannelore
Gourmet Foods, LTD. of $319,905.17 this loan was part of the money the Company
used to purchase Finova Capital's, position plus operating capital.
Management of the Company anticipates that the Company will generate
significant revenues with the new direction the Company has taken. Gourmet
Cuisine Corp. has over 500 recipes created by world renowned Master Chef, "
Gerhard Daniel's." Chef Daniel is a member of "Chaine des Rotisseors he was
award the "Societe Culinaire Philanthropique," this is the highest culinary
honor in France. Chef Daniel has won many other culinary awards as well as
winning 4 medals in the "International Culinary Olympics." Gourmet Cuisine Corp.
feels with ASV's management and the Epicurean recipes developed by it's Master
Chef will make the company a major supplier of gourmet foods. ASV is in contract
to acquire one hundred percent of a communication company called UkrPage. This
communication company in Kiev with over $1,250,000 in sales and $2,000,000 in
assets. The acquisition contract is based upon the completion of an audit by
Earnst & Young as well as a confirmation of the Ukraine Government's agreement
with UkrPage to install Telephone lines, Fiber Optics Cable and provide Internet
capabilities. UkrPage has the exclusive use to run its lines through the Subway
system in the Ukraine, throughout twenty eight cities. As the audit is not
complete we can not state the agreement will close or if the contract will be
finalized. The Company now directs its business objectives into two areas
outlined herein below under "Plan of Operation."
<PAGE>
ITEM 2. PLAN OF OPERATION
ASV is acting as a Holding Company while still operating as a high
technology, multi-media marketing company utilizing both the Internet and
publishing businesses to accomplish its business objectives. The Company intends
to provide information, not only on sports programming but to market many
benefits such as, discounted travel benefits and sports merchandise to its
members through its quarterly magazine and Website. In addition, management is
also reviewing various business opportunities that have been presented, which
opportunities are outside of the current scope of the Company's business. ASV's
entrance into the production and distribution of food on a large wholesale level
will impact its revenue and make the company a high revenue producer. The
Company anticipates revenues not only from its present contracts within the
Airline Industry but in Supermarkets and School Lunch Programs. Ie: Indications
from ShopRite Markets to purchase five of our ( ready set gourmet, Italian
Foods) and the company's bid to the City of New York's Board of Education, to
distribute about ten million dollars worth of frozen food to their schools in
the year 2001. The company has also received favorable indications from other
supermarkets to sell its frozen meals.
In addition ASV has earmarked a national and international audience to
market its various products from sports membership program to Pate' for foreign
airlines. ASV will concentrate it's positioning to launch its membership drive
in the northeast United States, commencing in the New York metropolitan area. To
promote the Company's 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. The food processing company, Gourmet Cuisine
Corp. has developed it's own CD for marketing it's products. The 500 recipes
that Gourmet Guisine Corp. has were created by the world famous Master Chef,
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 supermarkets, sporting good stores,
sports bars and sports memorabilia stores. This is expected to strengthen the
ASV brand name to food companies, sports fans and the general public.
The Company is presently positioning strategic alliances with various
organizations this is paramount, considering the numerous Web Sites, pertaining
to Sports and Food. These alliances will place "take-one" applications in their
multiple locations, thus developing alliance and members. The locations in
different businesses will provide the Company with recognition and Web Site
location to prospective members and with discounts on goods and/or services. The
Company will utilize all efficient and cost effective means of attracting
additional clients. Management feels that recent history and public awareness
make this the perfect time to launch the ASV marketing campaign.
ITEM 3. The Company's eventual ability to influence the various industries
should also increase.
ASV also intends to develop multi-media platforms for it's sports as well
as it's food 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 . In addition ASV will have a Sports Hour, and this 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.
ITEM 4. It's 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 Fourth 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 can
capitalize on this growth to promote its Sports and Food Programs. All this is
meaningless if the Company does not have the proper exposure.
2
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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 news and
at its web page and print magazine. The scores and articles will be provided by
a national news service provider, downloaded 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. 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
an additional stream of income from sales revenues as the Company's concept
grows. The advertising and marketing campaign will blanket targeted markets with
saturation advertising. This will promote the Company's 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 and as far away as Japan.
ASV's website will offer a multitude of timely and comprehensive marketing
Information as well as it's food list for sports and holiday party's. ASV's home
page (first i.e. magazine cover) will be available to all. They can order 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 customer with a log on name and password allowing instant access to
all member content areas of the website, including, recipes, interviews,
information, chat rooms and contest areas.
ITEM 5. The Company intends to market to other companies interested in
marketing products or services and food 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 notifies members of new locations to receive discounts on
goods, services or food. The website will hold a multitude of contests such as
daily sports 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 story and scores will be updated multiple times
throughout the day. ASV's magazine will differ from traditional sports
publications, which tend to consist of the news aspect
ITEM 6. Aside from the serious issues, ASV will also offer its viewers an
entertaining side. This will consist of trivia questions, fan mail and columns
written by in-house staff, freelance journalists, chefs, and agents. The website
will report the hottest issues that concern sports fan and household chefs. The
Company anticipates that it will require infusion of additional capital to
accomplish its business objectives described herein, in that anticipated
revenues from operations will be sufficient to fund operations.
ITEM 7. Funding during such period, because the Company has entered the Food
Processing and Distribution business in addition to it's Sports Information
business there is a need to provide 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. presently the company is
negotiating with capital investors who wish to invest as much as $3,000,000 in
ASV. 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.
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Subsequent Event
In May 2000, the Company consummated an acquisition of all of the issued
and outstanding stock and equipment of Gourmet Cuisine International, Ltd., a
privately held company and its three wholly owned subsidiary companies,
including, Hannelore Gourmet Foods, LTD. (hereinafter jointly referred to as
"GCI") claimed these companies had revenue totaling three million dollars per
year, in exchange for the issuance of an aggregate of 400,000 shares of the
Company's "restricted" common stock. GCI is engaged in the business of
processing gourmet meals for first class passengers on many airlines. The
Company initially received an assignment of a security interest from Finova
Capital Corporation ("Finova"), which held a first position security interest in
all of the assets of GCI as security for a loan with a principal balance of
$1,228,000 at the time the relevant note was acquired by the Company, for which
the Company paid an aggregate of $219,000. (see notes in financial section). At
this time the Company may rescind this agreement, for various reasons that range
from mis-statements of facts to mis-leading financial statements. ASV will
foreclose on Gourmet Cuisine International, LTD and assume all of the assets,
equipment, inventory , receivable and clients of Gourmet Cuisine international,
LTD. The Company will also pursue the repayment of the $1,228,000 note that was
personally guaranteed by the principals. The company is also negotiating with
the mortgagor to purchase the building directly from the mortgagor, as he
foreclosed on the present owners, who were the same principals who owned Gourmet
Guisine International, LTD.
The Company has entered into a contract to purchase a 22,000 square foot
USDA approved building in Herkermir County, New York from KeyBank. The sales
price is $150,000, this includes the plant on 10.5 acres and 2 houses that are
presently rented. The company has placed a deposit with KeyBank and should close
in the month of December.
In order to obtain the $219,000 necessary to acquire the security interest,
the Company obtained a loan from a minority shareholder in such amount. The
terms of this loan included interest accruing at the rate of 10% per annum,
which loan is due and payable two years from issuance. The relevant note
requires that interest only be paid during the two year term of the note, which
interest is payable quarterly. (see financial notes)
Liquidity and Capital Resources
The Company presently has nominal cash or cash equivalents. Because the
Company is not required to pay salaries to any of its officers or directors,
management believes that the Company has sufficient funds to continue operations
through the foreseeable future. The President of the Company has agreed to waive
any 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 board has granted the president the option to
receive 144 stock as compensation for his back salary if he chooses.
The Company's cash flow issues have substantially changed as a result of
the acquisition described above herein.
ITEM 8. 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 recent change in the century. If not corrected, many computer
applications were expected to fail or create erroneous results by or at the Year
2000. As a result, many companies were required to undertake major projects to
address the Year 2000 issue. The Company did not incur any negative impact as a
result of this problem and no problems in this regard are anticipated in the
future.
Source: Primark. (c) Copyright 2000. All rights reserved.
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EXECUTIVE SUMMARY
America's Sports Voice, Inc., (ASV) has been changing to meet the
challengers of the time. ASV has developed a strategy to build upon the
strengths and expertise of management in financial services. The organization is
staffed by experts in the areas of computer systems, food processing, food
distribution, retailing, and financing. Hence, the company has chosen to grow
their business through mergers and acquisitions that fit both the experiences of
management and the objective goals of the company. As a company with diverse
subsidiaries, ASV is positioned to profit from the demand for products and
services in each of its niche businesses.
ASV's food processing company is a recognized leader in the Gourmet Food
Industry. Most, if not all of the recipes that the food processing company
produces, were developed by the world renowned Master Chef, " Gerhard Daniel."
Chef Daniel's, is a member of "Chaine des Rotisseors, was awarded the highest
culinary honor in France, the "Societe Culinaire Philanthropique," Chef Daniel
has won the Long Island Culinary Association's Chef of the Year award and four
(4) times won a medal in the "International Culinary Olympics." These products
were developed to fill the demands of the niche market that were not being
provided by traditional and established institutions. This niche market has
increased to two hundred and eighty (280) accounts and growing. The recipes
owned exclusively by the company have a value in excess of two million dollars
($2,000,000). Gourmet Cuisine Corp. is one of the first companies to provide
gourmet food to the airline industry, because they themselves were unable to
produce or develop on their own. Today, this is the most profitable segment of
our companies. The penchant for innovation is an integral component in each of
ASV's subsidiaries, like Gourmet Cuisine's.
ASV has built its reputation as an innovator in the food industry. Its
entrance into the fast growing "Home Meal Replacement" segment of the industry
was part of the corporate philosophy that sets it aside from the run of the mill
food processor. Recognizing the facts that (1), the average family has two
working partners and as such, they do not have the time or capacity to cook a
home meal. These families buy processed foods from Fast Food chains. (2) The
supermarkets want to off-set this loss of monies as well as the loss of
customers by providing frozen home cooked meals that could be microwaved or
placed in an oven, using its own container. (3) These meals would cost less and
could be purchased in the supermarket when the family does its normal weekly
shopping. ASV's contacts have placed the company in the forefront of this
fledgling industry and will provide five (5) frozen meals to the supermarkets.
Just one supermarket chain would give Gourmet Cuisine Corp. a purchase order for
a minimum order of ten (10) trailers per week, this relates to two hundred
thousand (200,000) meals per week and a gross sale of $448,000 per week.
Presently Gourmet Cuisine Corp. customers are in the airline industry and
this industry represents about seventy percent (70%) of the company's revenue.
With the
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advent of "Home Meal Replacement," the company turns these figures into a more
level playing field. Thus a loss of one account would not show any averse effect
on revenue or operations. As the company would be utilizing its facility seven
(7) days per week instead of only five (5) days per week the operational cost
will not increase proportionally. This makes the company compete at a lower
price yet maintain a high gross profit.
In order to meet the increase demand for these "Home Meal Replacement"
frozen meals, the company has entered into a contract to purchase a twenty two
thousand (22,000) square foot USDA plant in Franklin County, New York. This
facility could be operational in thirty (30) days after closing. Most of the
frozen meals could be made at this plant and the company could aggressively
market other supermarkets, enhancing its revenue.
ASV has a grant from "Empire State Development Corporation" for three
hundred and seventy-five thousand ($375,000) dollars to purchase new equipment.
The EDGE corporation will underwrite a $150,000 loan at three and one half
percent (3.5%) interest per year. This loan may be converted into a grant if the
company hires fifty (50) or more employees for a year. The New York State
Department of Labor will pay fifty percent (50%) of the labor cost on employees
hired from the department, for a period of six (6) months.
As a food processor, Gourmet Cuisine, Corp. also co-packs for other food
companies. One such company is "The Zone Diet, Bagel Blasters and Diet Center."
Gourmet Cuisine Corp. uses its many receipts that it makes for other diet
companies and packages these items under the Zone Diet, label. To date the
company process 2,000 meals per week as the co-packer. Gourmet Cuisine Corp.
also co-packs for "Bagel Blasters" these items are sold out of high volume
markets. Presently the company process, packs and ships over 700,000 bagels per
month for Bagel Blasters. This contract grosses $70,000 per month and has a
gross profit of $7,000 per month. Recently the company was contacted by the A&P
Food chain to co-pack vegie burgers. Using the recipe from A&P the company would
make the items and pack them from A&P supplied packages. The company is waiting
for a purchase order from the food chain and would start processing 40,000 vegie
burgers per week. This purchase order from A&P Foods would have a value of
$40,000 per week and a gross profit of $4,000 per week.
Gourmet Cuisine Corp. has been asked to bid on the New York City School
Board Food Distribution Contract. The company only bid on a small portion of the
bid as distribution was a new area of business that the company wanted to enter
but felt that receiving only five percent (5%) of the contract for the year was
a safe way to enter this market. The company's portion of the contract would be
for Seven million dollars ($7,000,000) for the year 2001. Gourmet Cuisine Corp.
will use its present facility as a warehouse and distribution center. With the
rental of ten (10) freezer trucks, the company could easily supply the two
hundred and eleven (211) schools. This contract would bring a net profit to the
company of seven percent (7%) of the gross. Since bidding on this contract the
company has been asked to bid on four (4) other City contracts totaling over
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four million dollars ($4,000,000). As cash flow might be a problem we asked that
the City set up a direct deposit into the company's bank account on monthly
bases. The City has taken this under advisement and would do so if the company
provided the City with two percent (2%) on all payments. Both the City and the
Company are in negation at the present time.
ASV has built it reputation as an innovator not only in the market place
but as an innovator in acquiring companies which share in this essential
commitment to the industry. ASV's position and industry reputation as a growing
player in the food industry has been strengthened with each strategic
acquisition. One supplier of the company has been earmarked for such an
acquisition. This company is considered as one of the top suppliers of raw and
processed chicken. Because ASV is a publicly traded company and has the growth
potential in the same industry, this company feels that a merger or acquisition
would benefit both companies. Presently this company's revenue is in excess of
twenty-five million dollars ($25,000,000) per year. The company owns two (2)
facilities, each facility is forty thousand (40,000) square feet. The present
ownership only wishes to take a minimal position, as both wish to semi retire
and act as consultants. This revenue and asset base would make ASV qualify for
the NASDAQ main board and out of the Over the Counter Market.
ASV's management has laid a solid foundation to build the future of the
Company. In its management of each of its subsidiaries, ASV has combined many
redundant operations and day to day tasks of each of its subsidiaries. These
operations are incorporated into one major system, providing, accounting,
purchasing, system maintenance, marketing, developing, research and central
management. This has decreased marginal operating expenses and increased the
potential of turning a profit in each of the company's subsidiaries.
The company's 10k and the projections submitted by its auditors show the
real growth of the company and its expansion. Management hopes that with the
insurgent of additional capital the company will exceed its projections and be
on the NASDAQ's big Board next year.
Angelo J. Panzarella
President/Chairman
