ISSUER INFORMATION FILE
Third Fiscal Quarterly Report
(SEC form 10Q)
Date May 23, 2001
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
13,500,278 shares issued and outstanding
TRANSFER AGENT
OTC Corporate Transfer Service Co.
P.O. Box 501
Hicksville, New York 11802
Phone: 516-433-6503
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 through its subsidiary Gourmet Cuisine, Corp. has completed its
third quarter of operation with revenues of $604,387 during the six-month period
ended March 31, 2001. The Company did not have any operating income in the prior
year. The Company's revenues are being generated from its food processing line
of business. During the current quarter the Company had revenue of $110,406 and
incurred $138,892 in selling, general and administrative expenses and $26,840 in
stock compensation. This resulted in a net loss of .03 per share, versus a loss
of .07 per share in the prior year quarter. (The Company has outstanding loans
to Hannelore Gourmet Foods, LTD. of $231,308 this loan was part of the money the
Company used to purchase Finova Capital's, position plus operating capital.)
ITEM 2. Plan of Operation
In addition to its food processing business, the Company intends to expand its
scope of operation into information to market the benefits, not only of gourmet
foods but diet foods, prepare the communication field as well as its present
operation of food processing. The Company has entered into a contract to
purchase ninety-eight (98%) of a company called
UkaPage in Kiev pending a two year audit by Ernst & Young. In addition, the
Company will acquire One Hundred (100%) of a communication company in Louisiana.
The aquision would be for Six Million (6,000,000) shares of unregistered common
stock with restrictions. These companies have a combined income of Two Million
($2,000,000) dollars and a net profit of One Hundred and Twenty Thousand
($120,000). UkaPage has a license to install fiber optic cable in twenty-eight
cities in the Ukraine and is the primary reason our Company pursed the
aquission. Therefore, the Company anticipates revenues not only from its present
contracts within the Food Industry, and in addition from the communication
industry as well.
ASV has targeted a national and international audience to market its
various products from foreign airlines to international Internet companies. The
Company's target market. The food processing company, Gourmet Cuisine Corp. has
unlimited potential and needs to developed it's own product for Home Meal
replacement catalog to start marketing it's merchandise. This is in addition to
the 500 recipes that Gourmet Cuisine Corp. has acquired the rights to and were
created by the world famous Master Chef, Gerhard Daniel.
ITEM 3. ASV intends to develop a multi-media platform for its food-oriented
projects. In this regard, ASV is currently in negotiations with a television
production company, Internet service provider and a renowned comedian and movie
star to become a spokesperson on behalf of the Company. These negotiations
involve the production and filming of a unique broadcast of a new concept that
will capitalize on a proven trend of direct selling to the consumer. In
addition, ASV intends to produce an infomercial, which will consist of, " The
Nutritional Gourmet" doing interviews and call-ins. It is anticipated, although
no agreement has been executed with cable networks, that this broadcast will be
available through various cable networks and the Company's website. The Company
believes that with the combined Infomercial and Internet distribution, the
Company will reach more of its target markets.
ITEM 4 Management believes that it is extremely important to build ASV's brand
image, which should enable the Company to attract an additional stream of income
from sales revenues as the Company's concept is accepted and grows. The
advertising and marketing campaign will blanket targeted markets promoting the
Company's brand name in the consumer marketplace.
ITEM 5. In addition to the Company's forgoing marketing plans, the Company
intends to market to other companies who are interested in marketing either
their products, services or food to their members. The Company plans to private
label and/or co-pack for various food companies, consumer driven businesses such
as hotels and casinos. The Company intends to use its website to notify accounts
of new locations to receive discounts on goods, services and food. The website
will hold a multitude of pricing and items processed daily so the accounts will
have an interest 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 Company intends
to change the content of the website daily and in some cases, prices will be
updated multiple times throughout the day.
ITEM 6. The Company anticipates that it will require an infusion of additional
capital, from outside sources, to accomplish its business objectives described
herein. The Company believes that its present anticipated revenues from
operations would not be sufficient to fund operations based upon its business
objectives. There can be no assurance that such funds will be available, in
which case, the Company may have to scale back its business objectives and
planned operations.
ITEM 7. The Company requires additional funding in order to effectuate its
business plan. There is no assurance such funds will become available. Further,
it is anticipated that any such funding so obtained will result in significant
dilution of existing shareholders. 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 through its acquisition of Finova Capital
Corporation's ("Finova") secured position acquired 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") The Company initially received an assignment of
FINOVA's security interest, which was a first 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. The Company paid an
aggregate of $219,000 to fund. (See notes in financial section). Pursuant to
its' rights as the secured creditor the Company is taking the steps to foreclose
on GCI and assume all of the assets, equipment, inventory, receivable and
clients of GCI.
At the time the Company purchased the Finova security interest, the Company also
executed an agreement to purchase the stock of the principals of GCI; however,
the Company based upon substantial misrepresentation proffered said primary the
Company has sought to rescind the agreement. The Company has commenced an action
in Supreme Court, Westchester County to rescind this agreement and obtain
damages from the two principals. 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 said mortgagor. In October 2000, the mortgagee obtained title to
the property and building through a foreclosure sale based upon a judgment of
foreclosure. The Company has obtained, on February 5, 2001, a motion to dismiss
the mortgagor's action for
summary proceeding with this Court recognizing the Company rights to the
existing lease. The mortgagor has moved for rearguement of the decision. The
action is still pending in Landlord Tenant Court of Suffolk County, New York.
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. However, the
Company has obtained agreement from key management to defer or reduce their
salaries for the present time. 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. The board
has granted the president and secretary the option to receive 144 stock as
compensation for their back salaries if they elect. In January of 2001 the
Present of the company excerised his option and received additional stock as
part of his compensation. (see stock aquiersion)