AMERICAS SPORTS VOICE INC /NY
10QSB, 2000-06-02
AMUSEMENT & RECREATION SERVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 2000

                         Commission File Number: 0-28103



                          AMERICA'S SPORTS VOICE, INC.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)


                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-3363563
                        (IRS Employer Identification No.)

                                  247 Broadway
                              Huntington, New York
                    (Address of principal executive offices)

                                      11743
                                   (Zip Code)

                                 (631) 754-9200
                           (Issuer's Telephone Number)

 Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
__X__ No ____.

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of March 31, 2000, was 8,637,500 shares.


<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS.

     The unaudited  financial  statements  for the nine month period ended March
31, 2000, are attached hereto.

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following  discussion  should be read in conjunction with the America's
Sports Voice, Inc.'s (the "Company" or "ASV") unaudited 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  generated no revenues during the nine month period ended March
31, 2000. The Company incurred $403,290 in selling,  general and  administrative
expenses  during the nine month  period  ended  March 31,  2000,  as compared to
$118,466 for the similar  period ended March 31, 1999,  primarily as a result of
expenses  incurred  by the  Company  relating  to the  filing of a  registration
statement on Form 10-SB with the Securities and Exchange  Commission  during the
applicable  period, as well as additional legal and accounting  expenses related
to an  acquisition  consummated  by the Company in April 2000.  In  addition,  a
portion of this  increase is  attributable  to moving  expenses,  as the Company
moved its principal  place of business during the three month period ended March
31,  2000.  In  addition,  during the nine month  period  ended March 31,  2000,
management  elected to write off an account  receivable due from an unaffiliated
party  in the  amount  of  $339,808,  as it  appeared  to  management  that  the
likelihood of recovering all or a portion of such receivable was not expected to
occur in the foreseeable future, or at all.

                                        2


<PAGE>



     Management  of the Company  anticipates  that the Company will not generate
any significant  revenues until the Company accomplishes its business objectives
outlined hereinbelow under "Plan of Operation."

Plan of Operation

     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.  In addition,  management  is also  reviewing
various business  opportunities  which have been presented,  which opportunities
are outside of the current scope of the Company's business.

     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)

                                        3


<PAGE>



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.

     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

                                        4


<PAGE>



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  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.  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,  which 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

                                        5


<PAGE>



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 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.

                                        6


<PAGE>



     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  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 will be
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.

     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

                                        7


<PAGE>



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.

Subsequent Event

     In May 2000,  the Company  consummated  an acquisition of 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 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.

     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.

     The Company has filed a report on Form 8-K with the Securities and Exchange
Commission, describing this acquisition in greater detail.

Liquidity and Capital Resources

     The Company  presently  has nominal cash or cash  equivalents.  Because the
Company  is not  required  to pay rent or  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 Company's  cash flow issues have  substantially  changed as a result of
the acquisition of Gourmet described above herein.  These changes are more fully
described in the relevant Form 8-K filed by the Company relating to this matter.

                                        8


<PAGE>




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.

                           PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS - NONE

ITEM 2.           CHANGES IN SECURITIES -

     During the three month  period  ended March 31,  2000,  the Company  issued
additional  shares of the  Company's  Common  Stock as a result of  exercise  of
options  as  follows:  250,000  shares  were  issued to Angelo  Panzarella,  the
President of the Company at $.15 per share,  and  2,000,000 to MGZ International
Corp. at $.015 per share.

     Additionally,  during the three  month  period  ended March 31,  2000,  the
Company issued  additional  shares of the Company's  Common Stock for consulting
services  as  follows:  50,000  shares to Enid Elfman at $.15 per share, 300,000
shares to Twin Towers at $.60 per share, and 50,000 shares to Cosmo Saranceno at
$.40 per share.

     In issuing  the  above  shares,  the Company relied upon the exemption from
registration afforded by REgulation D,  Regulation S  and Section 4(2) under the
Securities Act of 1933.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.

ITEM 5.           OTHER INFORMATION - NONE.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K -

                  (a)      Exhibits

                           EX-27            Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None.


                                        9


<PAGE>

<TABLE>


                          AMERICA'S SPORTS VOICE, INC.
                          (a development stage company)

                            CONDENSED BALANCE SHEETS

                                     ASSETS

<CAPTION>
                                               March 31,          June 30,
                                                 2000               1999
                                              (unaudited)

                                             ------------      --------------
<S>                                          <C>               <C>
Current assets:
  Cash                                       $        100      $          (10)
  Loans receivable, net of allowance              111,082             379,707
                                             ------------      --------------
        Total current assets                      111,182             379,679

Office equipment and computer software,
   net of accumulated depreciation                    530               1,685

Other assets                                        5,075                  75
                                             ------------      --------------
        Total assets                         $    116,787      $      381,457
                                             ============      ==============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued expenses      $    269,266      $       65,937
                                             ------------      --------------
        Total current liabilities                 269,266              65,937
                                             ------------      --------------
Stockholders' equity (deficit):
   Common stock, $.0001 par value
      150,000,000 shares authorized
      4,987,500 shares issued and
      outstanding at June 30, 1999
      8,637,500 shares issued and
      outstanding at March 31, 2000                   864                 499
   Additional paid-in capital                     998,241             723,506
   Deficit accumulated during

      the development stage                    (1,151,584)           (408,485)
                                             ------------      --------------
        Total stockholders' equity (deficit)     (152,479)            315,520
                                             ------------      --------------
        Total liabilities and stockholders'
           equity (deficit)                  $    116,787      $      381,457
                                             ============      ==============



</TABLE>



                                       10


<PAGE>

<TABLE>


                          AMERICA'S SPORTS VOICE, INC.
                          (a development stage company)

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<CAPTION>
                                                                   February
                                                Nine-month         17, 1997
                                               periods ended     (inception)
                                                  March 31,        through
                                            --------------------    March

                                               2000      1999      31, 2000
                                            ---------  ---------  -----------
<S>                                         <C>        <C>        <C>
Revenues                                    $       -  $       -  $         -
                                            ---------  ---------  -----------

Selling, general and administrative           403,290    118,466      711,776

Bad debt expense                              339,808          -      439,808
                                            ---------  ---------  -----------
                                              743,098    118,466    1,151,584
                                            ---------  ---------  -----------
Net loss                                    $(743,098) $(118,466) $(1,151,584)
                                            =========  =========  ===========

Basic loss per share                        $   (0.12) $   (0.03) $     (0.26)
                                            =========  =========  ===========
Weighted average common shares outstanding  6,275,864  4,208,850    4,385,854
                                            =========  =========  ===========












</TABLE>









                                       11


<PAGE>

<TABLE>


                          AMERICA'S SPORTS VOICE, INC.
                          (a development stage company)

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<CAPTION>
                                                  Three-month periods ended
                                                          March 31,
                                                   -----------------------
                                                      2000         1999
                                                   ---------     ---------
<S>                                                <C>          <C>
Revenues                                           $       -    $        -
                                                   ---------     ---------

Selling, general and administrative expenses         301,677        55,405

Bad debt expense                                           -             -
                                                   ---------     ---------
                                                     301,677        55,405
                                                   ---------     ---------
Net loss                                           $(301,677)    $ (55,405)
                                                   =========     =========

Basic loss per share                               $   (0.03)    $   (0.01)
                                                   =========     =========
Weighted average common shares outstanding         8,637,500     4,987,500
                                                   =========     =========







</TABLE>













                                       12


<PAGE>

<TABLE>


                          AMERICA'S SPORTS VOICE, INC.
                          (a development stage company)

                       CONDENSED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                                                                   February
                                                                   17, 1997
                                       Nine-month periods ended  (inception)
                                            ended March 31,        through
                                        ----------------------      March
                                           2000        1999        31, 2000
                                        ---------    ---------    -----------
<S>                                     <C>          <C>          <C>
Net loss                                $(743,098)   $(118,466)   $(1,151,584)
                                        ---------    ---------    -----------
Adjustments to reconcile net loss to
  net cash used in operating activities:

      Bad debt                            339,808            -        439,808
      Depreciation                          1,155          574          2,545
      Increase in accounts payable
         and accrued expenses             110,216       65,937        176,153
      Increase in security deposit         (5,000)         (75)        (5,075)
                                        ---------    ---------    -----------
          Net cash used in
             operating activities        (296,919)     (52,030)      (538,153)
                                        ---------    ---------    -----------
Cash flows used in investing activities:

   Capital expenditures                         -       (1,225)        (3,075)
   Loans (advanced) repaid                203,917      (66,744)      (275,789)
                                        ---------    ---------    -----------
          Net cash provided by (used in)
             investing activities         203,917      (67,969)      (278,864)
                                        ---------    ---------    -----------
Cash flows from financing activities:

   Stockholder loans                       93,112            -         93,112
   Proceeds from issuance of
     common stock                               0      123,155        724,005
                                        ---------    ---------    -----------
          Net cash provided by
             financing activities          93,112      123,155        817,117
                                        ---------    ---------    -----------

Net increase (decrease) in cash               110        3,156            100

Cash, beginning of period                     (10)         (11)             -
                                        ---------    ---------    -----------

Cash, end of period                     $     100    $   3,145   $        100
                                        =========    =========   ============



</TABLE>







                                       13


<PAGE>



                          AMERICA'S SPORTS VOICE, INC.
                          (a development stage company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2000

1.       Unaudited interim financial statements

         The accompanying  unaudited financial  statements have been prepared in
         accordance with the instructions for Form 10-QSB and do not include all
         of  the  information  and  footnotes  required  by  generally  accepted
         accounting principles for complete financial statements. In the opinion
         of management,  all  adjustments,  consisting only of normal  recurring
         adjustments  considered  necessary for a fair  presentation,  have been
         included.  Operating  results  for  any  quarter  are  not  necessarily
         indicative of the results for any other quarter or for the full year.

         These  statements  should  be read in  conjunction  with the  financial
         statements of America's  Sports Voice,  Inc. and notes thereto included
         in the  Company's  Quarterly  Report on Form 10-QSB for the  nine-month
         period ended March 31, 2000.

                  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.

                  History and business activity

         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.  In November  1999,  the Company filed a
         registration  statement with the US Securities and Exchange  Commission
         on Form 10-SB,  registering  its common stock under the  Securities and
         Exchange  Act of  1934,  as  amended  (the  "34  Act").  The  Company's
         intention  at that time was to seek to  acquire  assets or shares of an
         entity  actively  engaged  in  business  which  generated  revenues  or
         provided a business  opportunity,  in exchange for its  securities.  In
         effect, this filing caused the Company to be a full "reporting company"
         under the 34 Act.

                  Basic loss per common share

         Basic  loss per  common  share is  computed  by  dividing  the net loss
         applicable to common  shareholders  by the weighted  average  number of
         shares  outstanding  during the period.  Diluted loss per share amounts
         are not presented because they are anti-dilutive.

                                       14


<PAGE>



                          AMERICA'S SPORTS VOICE, INC.
                          (a development stage company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2000

2.       Review of Report by Independent Auditor

         Effective  March 15,  2000,  the  Securities  and  Exchange  Commission
         adopted  a  rule  requiring  that  interim   auditor  reviews  must  be
         undertaken  by all  companies  subject to the Section  12(g)  reporting
         requirements  promulgated under the Securities Exchange Act of 1934, as
         amended.  The  Company's  independent  auditors  have not  reviewed the
         interim  financial  statements  included  in  this  Report,  but  it is
         anticipated that they will do so in the near future and in the event of
         any  requirement  that  revisions be  undertaken by the Company to this
         Report, the Company will file an amendment accordingly.

3.       Subsequent Event

         In May 2000,  the  Company  consummated  an  acquisition  of 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  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,  for which the  Company  paid an
         aggregate of $219,000. The outstanding principal balance owed by GCI to
         Finova  was  $1,228,000  immediately  prior  to the  assignment  of the
         security interest by the Company.

         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.

         The  Company  has  filed a report on Form 8-K with the  Securities  and
         Exchange Commission relating to this acquisition.

                                       15


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        AMERICA'S SPORTS VOICE, INC.
                                        (Registrant)

                                        Dated:  June 2, 2000



                                        By:s/ Angelo J. Panzarella
                                           --------------------------
                                           Angelo J. Panzarella, President

                                       16


<PAGE>


                          AMERICA'S SPORTS VOICE, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 2000

EXHIBITS                                                                Page No.

  EX-27  Financial Data Schedule ......................................... 18



                                       17




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