U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2000
AMERICA'S SPORTS VOICE, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK
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(Current state of incorporation)
0-28103 11-3363563
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(Commission File No.) (IRS Employer
Identification No.)
247 Broadway
Huntington, New York 11743
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (631) 754-9200
Item 2. Acquisition or Disposition of Assets.
Effective May 1, 2000, the Company acquired all of the issued and
outstanding securities of Gourmet Cuisines International, Ltd. and its three
wholly owned subsidiary companies, including Hannelore Gourmet Foods, Ltd.,
Cooking ala Italiano, Inc. and Hannelore Gourmet Foods, Utica, Inc. (hereinafter
jointly referred to as "GCI"). The nature and amount of consideration given in
connection with the agreement was the issuance by the Company of 400,000 shares
of the Company's "restricted" common stock. The consideration given and received
was determined by arms-length negotiations between the principals of the Company
and the GCI shareholders. No material relationship existed or presently exists
between management of the Company and the GCI shareholders.
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 to 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.
GCI is the processor and producer of a variety of high-quality gourmet
foods. GCI was incorporated under the laws of the State of Delaware in 1982. GCI
specializes in producing gourmet foods which are sold primarily to the airline
industry, food service companies, catering operations, resort hotels and upscale
restaurants. It generated approximately $3 million in revenues during the fiscal
year ended December 31, 1999.
Management intends to expand GCI's current operations into additional areas
of business including government school contracts, home replacement meals,
specialty gourmet food catalogs, department stores and food emporiums, wholesale
food processing and cruise shipping lines. In addition, management is looking to
increase the current business within the airline and hotel industry.
These proposed increases will necessitate the expansion to a new facility
to be built in Utica, New York. The 43,000 square foot facility will be built on
a five acre site. As of the date of this Report, management has held discussions
with the federal government, the State of New York and the City of Utica, NY,
for purposes of exploring the possibility of having these governmental
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entities provide grants to the Company to assist in this expansion. As a result,
the Company has received a grant from the Empire State Development Corp. in the
amount of $375,000, to be utilized for the purchase of new equipment at the
proposed new plant, and a grant from the NY State Department of Labor, to cover
50% of payroll once the new plant commences operations. Discussions are
currently being conducted to obtain additional grants, including a $500,000
grant for working capital purposes and $400,000 to train new employees.
In addition, the Company has received a commitment from First Albany, an
NASD licensed broker-dealer, who has agreed to underwrite an Industrial
Development Bond Issue through the City of Utica Industrial Development Agency
in the amount of $7.2 million, in order to allow the Company to build the
applicable plant. The proposed interest rate on these bonds is 3.75%. While no
assurances can be provided, it is anticipated that this offering will close in
June 2000.
In order to implement this new business venture, the Company requires an
additional capital infusion of approximately $150,000, which the Company expects
it will be able to borrow. However, as of the date of this Report, the Company
does not have a definitive agreement with any third party who has agreed to loan
the Company all or any portion of the capital believed by management to be
necessary.
At present, GCI owns and operates an eighteen thousand square foot facility
located in Huntington, New York, which has been approved by the United States
Department of Agriculture (USDA), the Federal Drug Administration (FDA) and the
New York State Health Department (NYSHD). In addition, the USDA maintains an
office on site at GCI.
GCI employs worldwide, award winning chefs. It's executive chef is a
certified Master Chef with more than thirty years of experience. He has created
many award-winning recipes that GCI prepares for the airlines, luxury hotels and
upscale catering operations. He is a member of the Chaine des Rotisseurs and was
warded the Societe Culinaire Philanthropique (the French Government's highest
culinary Medal of Honor). GCI's chefs have won the Long Island Culinary
Association's Chef of the Year Award and the International Culinary Olympics
four times. They are recognized worldwide for their epicurean expertise and keen
understanding of the rigorous demands placed on food service providers.
GCI offers over five hundred unique recipes that it prepares from the
freshest foods and prime meats on behalf of its customers. Numerous items are
produced by hand, from all natural ingredients and shipped fresh in
vacuum-sealed packages. It also has the
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capability to prepare items tailor made to its customer's taste and budget
requisites.
Item 4. Changes in Registrant's Certifying Accountant.
On May 22, 2000, Geller, Marzano & Company CPAs, P.C. ("Geller"), the
Registrant's independent accountant for the Registrant's two most recent fiscal
years, resigned. The Registrant's financial statements for the last two years
prepared by Geller contained a going concern opinion.
Also on May 22, 2000, the Registrant engaged the accounting firm of Horton
& Company L.L.C., independent public accountants, to audit the Registrant's
fiscal year ending June 30, 2000, as well as future financial statements, to
replace the firm of Geller, Marzano & Company CPAs, P.C., which was the
principal independent public accountant as reported in the Registrant's Form
10-SB, as filed with the Securities & Exchange Commission. This change in
independent accountants was approved by the Board of Directors of the
Registrant.
There were no disagreements within the last two fiscal years and subsequent
periods with Geller on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure, which
disagreement(s), if not resolved to the satisfaction of Geller, would have
caused that firm to make reference in connection with its reports to the subject
matter of the disagreement(s) or any reportable events.
The Company has requested that Geller furnish it with a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
such letter, dated May 22, 2000, is filed as Exhibit 16.1 to this Form 8-K.
Item 7(a) and 7(b). Financial Statements and Pro Forma Financial Statements
The Registrant hereby undertakes to file an amendment to this Form 8-K
within sixty (60) days from the date of this filing, to include the audited
financial statements of GCI for the fiscal years ended December 31, 1999 and
1998, as well as the unaudited, interim financial statements for the three month
period ended March 31, 2000 and the unaudited pro forma financial statements of
the Company subsequent to the acquisition described herein.
Item 7(c). Exhibits.
Number Exhibit
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2.4 Agreement to Purchase Shares between the
Company and the GCI shareholders
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2.5 Assignment of Security Interest
2.6 Promissory Note in the principal amount of
$219,000
16.1 Letter of Resignation of Registrant's
independent certified accountant, Geller,
Marzano, P.C.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICA'S SPORTS VOICE, INC.
By:s/ Angelo J. Panzarella
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Angelo J. Panzarella
President
Dated: May 22, 2000
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AMERICA'S SPORTS VOICE, INC.
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EXHIBIT 2.4
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AGREEMENT BETWEEN THE COMPANY
AND THE GCI SHAREHOLDERS
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AGREEMENT TO PURCHASE SHARES
AGREEMENT made this 3rd day of April, 2000 by and between AMERICA'S SPORTS
VOICE, INC., (hereinafter referred to as "ASPV") with its principal place of
business located at 247 Broadway, Huntington, New York 11743,(hereinafter
referred to as "Purchaser") and FRANK CASCIARI, residing at 12 Rosebrook Road,
New Canaan , Connecticut 06840 and NORMAN BIEBER, residing at 34 Turner Drive,
Chappaqua, New York 10514(hereinafter referred to as ("Sellers").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, FRANK CASCIARI (hereinafter referred to as "CASCIARI") is the
owner of Fifty (50%) Percent of the issued and outstanding shares of GOURMET
CUISINES INTERNATIONAL, LTD., (hereinafter referred to as the ("Corporation");
and
WHEREAS, Seller CASCIARI wishes to sell his ownership in the Corporation
purchased by Purchaser; and
WHEREAS, NORMAN BIEBER (hereinafter referred to as "BIEBER")is the owner of
Fifty (50%) Percent of the issued and outstanding shares of GOURMET CUISINES
INTERNATIONAL, LTD., (hereinafter referred to as the ("Corporation"); and
WHEREAS, Seller BIEBER wishes to sell his ownership interest in the
Corporation purchased by Purchaser; and
WHEREAS, Seller CASCIARI is the owner of One Million (1,000,000) shares of
GOURMET CUISINES INTERNATIONAL, LTD., (hereinafter referred to as ("Gourmet");
and
WHEREAS, Seller CASCIARI wishes to have One Million (1,000,000) shares of
Gourmet purchased by ASPV; and
WHEREAS, Seller BIEBER is the owner of One Million(1,000,000) shares of
GOURMET CUISINES INTERNATIONAL, LTD., (hereinafter referred to as ("Gourmet");
and
WHEREAS, Seller BIEBER wishes to have One Million (1,000,000) shares of
Gourmet purchased by ASPV.
NOW, THEREFORE, in consideration of the mutual covenants and other good and
valuable consideration, the parties hereby agree as follows:
1. PURCHASE OF SHARES.
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1.1 Purchase. Subject to the terms and conditions set forth herein, each of
the Sellers agree to sell One Million (1,000,000) shares representing in the
aggregate one hundred (100%) percent of all of their interest in Gourmet and the
Purchaser agrees to purchase said Shares for the
2
purchase price and on the terms set forth in Section 1.2 below.
1.2 Purchase Price. The aggregate purchase price (the "Purchase Price") to
be paid to each of the Sellers for the Shares shall be Two Hundred Thousand
(200,000) Shares of AMERICA'S SPORTS VOICE, INC. (400,000 shares in the
aggregate) from ASPV.
1.3 Additional Consideration. As additional consideration, ASPV agrees that
immediately upon Closing it will release CASCIARI and BIEBER from their personal
guarantees of the loans which ASPV acquired from Finova Capital Corp.
1.4 Restrictive Legend. The shares issued pursuant to this Section 1.2
shall bear a legend providing that the shares shall be restricted from sale for
a two (2) year period commencing with the date of the Closing.
1.5 Delivery of ASPV Shares. The shares of ASPV which constitute the
Purchase Price under this Agreement shall be delivered to Purchasers within
thirty (30) days of the date of the Closing.
2. REPRESENTATIONS AND WARRANTIES OF SELLERS.
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In order to induce the Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereunder, the Sellers hereby makes the
following representations and warranties, each of which shall be deemed to be
independently material and relied upon by the Purchaser:
2.2 Organization of the Corporation. Other than the Delaware franchise fee,
the Corporation is duly organized, and have full power and authority and
licenses to conduct its businesses in
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the manner now conducted, and to own its properties in the manner and in the
places where such properties are presently located.
2.3 Capitalization. Sellers own and hold their shares in the Corporation
beneficially and of record free and clear of any claims, restrictions, liens,
and encumbrances of any kind whatsoever and free of any rights of assignment or
options of any third party, other than the lien of Finova Financial Corp. and
pledge of stock to Finova Financial Corp.
2.4 Authority. The Sellers have full legal right, power and authority to
execute and deliver this Agreement and to consummate all of the transactions
contemplated herein. This Agreement constitutes the authorized, valid and
legally binding obligation of the Corporation and the Sellers enforceable in
accordance with its terms.
2.5 Disclosure. All facts material to the assets, business, operations,
financial condition and prospects of the Corporation have been disclosed to the
Purchaser pursuant to this Agreement. This Agreement does not contain any untrue
statements of a material fact or omit to state a material fact necessary to make
the statements herein or therein contained not misleading.
2.6 Subsidiaries. The following are the only subsidiaries of Gourmet
Cuisines International, Ltd: Hannelore Gourmet Foods, Hannelore Enterprises,
Ltd. and Eaten Bagels, Inc. There are no other entities which own or control
assets which are necessary to the operation of Hannelore Gourmet Foods, Inc.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
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Purchaser represents and warrants to the Sellers as follows:
3.1 Organization. The Purchaser is a Corporation duly organized, validly
existing and
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in good standing under the laws of the State of its incorporation.
3.2 Authority. The Purchaser has full legal right, power and authority to
enter into this Agreement and to consummate all of the transactions contemplated
hereby.
4. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER.
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The obligations of the Purchaser under this Agreement, including the
obligation of the Purchaser to purchase the Share, are subject to the
fulfillment of each of the following conditions at or prior to the Closing Date,
any of which may be waived by the Purchaser:
4.1 Accuracy of Representations and Warranties. The representations and
warranties of the Sellers contained in this agreement shall be true on and as of
the Closing Date, in all material respects, with the same effect as though made
on and as of the Closing Date.
4.2 Performance of Agreements. The Corporation and the Sellers shall have
performed or caused to be performed all obligations and agreements and complied
or caused to be complied with all covenants and conditions contained in this
Agreement to be performed or complied with by such party on or prior to the
Closing Date.
4.3 Additional Documents and Acts The Corporation and the Sellers shall
have delivered or caused to be delivered all other documents and done or caused
to be done all other acts or things reasonably requested by the Purchaser to
evidence compliance with the conditions set forth in this Section.
5. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER.
--------------------------------------------------
The obligations of the Sellers under this Agreement, including the
obligation to sell the
5
shares, are subject to the fulfillment of the following conditions at or prior
to the Closing Date, any of which may be waived by the Sellers.
5.1 Accuracy of Representations and Warranties. The representations and
warranties of the Purchaser contained in this Agreement shall be true on and as
of the Closing Date, in all material respects, with the same effect as though
made on and as of the Closing Date.
5.2 Performance of Agreements Purchaser shall have performed all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed or complied with by such party on or
prior to the Closing Date.
5.3 Payment. Purchaser shall have made payment of the closing price at
Closing. 5.4 Additional Documents and Acts. The Purchaser shall have delivered
or caused to be delivered all other documents and done or caused to be done all
other acts or things reasonably requested by the Sellers to evidence compliance
with the conditions set forth in this Section 5.
6. CLOSING.
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The closing of the purchase and sale of the Shares (the "Closing") shall be
held at the offices of the Corporation before April 19, 2000, at 10:00 A.M. (the
"Closing Date"), on a business day designated by the Purchaser on not less than
three (3) days prior written notice to the Seller.
7. FURTHER ASSURANCES.
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The Purchaser and the Sellers agree to execute and deliver to each other
such further documents or instruments and to take all such actions as may be
reasonable and necessary in
6
furtherance of the performance of the terms, covenants and conditions of this
Agreement. The provisions of this Section 7 shall survive the Closing.
8. COST AND EXPENSES.
------------------
The parties hereto shall bear their own costs and expenses in connection
with this Agreement and the transactions contemplated hereby.
9. MISCELLANEOUS.
--------------
The parties agree to vote their shares in the Corporation in such a manner
as to approve the transaction contemplated by this Agreement.
9.1 Benefits. This Agreement shall be binding upon and/or to the benefits
of the parties hereto, and their respective heirs, executors, administrators,
successors and assigns.
9.2 Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or any alleged breach thereof, shall be settled by arbitration
before or in accordance with the Rules and Regulations then obtaining of the
American Arbitration Association and judgment may be entered upon such award
thereof.
9.3 Governing Law. All matters relating to this Agreement shall be
governed, construed and controlled by and under the laws of the State of New
York. 9.4 Notices. All notices required to be sent pursuant to this Agreement
shall be either hand-delivered, sent by overnight carrier, or telecopier
delivery, to the address first set forth above notice shall be deemed given upon
receipt; in the event of overnight delivery, notice shall be deemed to have been
received on the day following the day the notice is delivered to the overnight
7
carrier.
9.5 No Amendments. No amendment or modification of this Agreement shall be
effective unless evidenced by writing signed by all of the parties hereto.
9.6 Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and
such instrument for recital purposes shall be deemed to have been made,
executed, and delivered on the date hereof, regardless of the actual time or
ties when the same or any counterparts thereof may be made, executed and
delivered.
9.7 Exhibits. All exhibits hereto are hereby incorporated by reference and
shall be binding upon both parties and the Corporation.
IN WITNESS WHEREOF, the partes hereto have set their hands and caused this
Agreement to be duly authorized and executed on the day and year first above
written.
AMERICA'S SPORTS VOICE, INC.
By: s/Angelo Panzarella President
------------------------------------
s/Frank Casciari
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FRANK CASCIARI
s/Norman Bieber
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NORMAN BIEBER
AMERICA'S SPORTS VOICE, INC.
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EXHIBIT 2.5
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ASSIGNMENT OF SECURITY INTEREST
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FINOVA
FINANCIAL INNOVATORS
FINOVA CAPITAL CORPORATION
BUSINESS CREDIT
111 WEST 40TH STREET
NEW YORK, NY 10018-2506
TEL 212 403 0700
FAX 212 403 913
April 3, 2000
VIA FACSIMILE
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Angelo Panzerella
America's Sports Voice, Inc.
c/o Weiss & Federici, LLP
30 Main Street
Port Washington, NY 11050
Re: ASSIGNMENT OF SECURITY INTEREST
Dear Mr. Panzerella:
We hereby acknowledge that we will assign without representation, warranty
or covenant expressed or implied and without recourse to us in any event
whatsoever all our right, title and interest in and to the assets owned by
Hannelore Gourmet Foods, Inc. ("Borrower"), and delivery of certain Stock
Certificates and Stock Pledge Agreements of Gourmet Cuisines International,
Ltd., Norman Bieber and Frank Casciari as more particularly described herein
(collectively, the "Guarantors") upon our confirmation of receipt of good funds
in the amount of $219,000. Any and all assignments of our right, title and
interest in and to the assets owned by the Borrower or the Guarantors, the Lost
Note Certificate, Assignment of Loan Agreement, UCC-3 Assignments, Stock Pledge
Agreements, and those certain stock certificates as follows: (1) Stock
Certificate Number 1, pledged by Gourmet Cuisines International, Ltd.
representing 100 shares of the outstanding common stock of the Borrower; (2)
Stock Certificate Number 1, pledged by Norman Bieber, representing 1,000,000
shares of the outstanding common stock of Gourmet Cuisines International, Ltd.;
(3) Stock Certificate Number 2, pledged by Frank Casciari, representing
1,000,000 shares of the outstanding common stock of the Gourmet Cuisines
International, Ltd.; and (4) any and all assignments of any other documents or
instruments, all of the foregoing are made without warranty or covenant or
representation, either expressed or implied and without recourse to us in any
event whatsoever. FINOVA, Borrower and Guarantors hereby mutually release and
forever discharge each other, their respective successors, representatives,
assigns, officers, directors, agents, employees and attorneys from any and all
claims, demands, debts, liabilities, actions, and causes of action of every kind
and character based upon or arising out of
the Financing Agreement dated July 13, 1992 (together with all amendments and
modifications thereto) by and between FINOVA and Borrower.
We hereby agree to execute and deliver to Weiss & Federici (as Eescrow
Agent) pursuant to the Escrow Letter dated April 3, 2000 by and between Weiss &
Federici and Ruskin, Moscou, Evans & Faltischek, P.C., the executed Lost Note
Certificate, Assignment of Loan Agreement, UCC-3 Assignments, Stock Pledge
Agreements, and those certain stock certificates as follows: (1) Stock
Certificate Number 1, pledged by Gourmet Cuisines International, Ltd.
representing 100 shares of the outstanding common stock of the Borrower; (2)
Stock Certificate Number 1, pledged by Norman Bieber, representing 1,000,000
shares of the outstanding common stock of Gourmet Cuisines International, Ltd.;
(3) Stock Certificate Number 2, pledged by Frank Casciari, representing
1,000,000 shares of the outstanding common stock of the Gourmet Cuisines
International, Ltd.; and (4) other documents reasonably required to assign
FINOVA's right, title and interest in the assets of Borrower. Any and all
assignments of our right, title and interest in and to the assets owned by the
Borrower and the Guarantors, and any and all assignments of any other document
or instrument are made without warranty or covenant or representation, either
expressed or implied and without recourse to us in any event whatsoever.
Funds may be wired to FINOVA as follows:
ABA# 021-000-089
Account# 40688348
Bank: Citibank, N.A.
Addr: New York, New York
FINOVA Capital Funding, L.P.
Ref: Hannelore Gourmet Foods, Ltd.
OBI: ZQX 30013 ZQX
This Agreement may be executed in counterparts each of which when so
executed shall be deemed an original but all such counterparts shall together
constitute but one and the same instrument. A fax copy of a counterpart of this
letter shall be deemed to be an original thereof for all purposes.
Very truly yours,
FINOVA Capital Corporation AGREED AND ACCEPTED
America's Sports Voice, Inc.
By: s/Frank Monzo By: s/Angelo J. Panzarella
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Frank Monzo, Assistant Vice President Angelo Panzerella, President
ACCEPTED, AGREED
AND CONSENTED TO:
s/Norman Bieber
- ------------------------------------------
Norman Bieber, Guarantor
s/Elaine Bieber
- ------------------------------------------
Elaine Bieber, Guarantor
s/Frank Casciari
- ------------------------------------------
Frank Casciari, Guarantor
s/Marilyn Casciari
- ------------------------------------------
Marilyn Casciari, Guarantor
GOURMET CUISINES INTERNATIONAL, LTD., GUARANTOR
By: s/Norman Bieber
--------------------------------------------
Norman Bieber, Chairman
AMERICA'S SPORTS VOICE, INC.
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EXHIBIT 2.6
-------------------------------
PROMISSORY NOTE IN THE
PRINCIPAL AMOUNT OF $219,000
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NEGOTIABLE PROMISSORY NOTE
April 28, 2000
$ 219,000.00 Port Washington, New York
For value received, AMERICAN SPORTS VOICE, undersigned (the
"Borrower"), 247 Broadway, Huntington, New York 11743, promises to pay to MGZ
INTERNATIONAL CORP., (the "Lender"), 80 Broad Street, New York, New York 10004,
or such other place as may be designated by the Lender, the principal sum of TWO
HUNDRED NINETEEN THOUSAND ($219,000.00) DOLLARS together with interest at the
rate of eight (8%) percent from the date hereof. The full principal amount and
all interest shall be paid by Borrower to Lender on April 28, 2001.
1. Default. This Note shall become immediately due and payable
without notice or demand upon the occurrence of any of the following events of
default: failure of Borrower to pay any installment of principal and interest
when due or filing of a voluntary or involuntary petition under any provision of
the state or federal insolvency law (whether for bankruptcy, reorganization,
arrangement, composition, extension, wage earner's plan, or otherwise) by or
against the Borrower.
2. Waiver. Presentment, demand, protest, notice of the
foregoing and notice of dishonor, are hereby waived.
3. Collection. After the expressed or accelerated maturity of
this Note, the Borrower shall pay interest on unpaid balances at the maximum
allowable legal rate. In the event that the Lender institutes an action upon
this Note, the Borrower shall pay, in addition to unpaid principal, interest,
and late charges, the expenditures incurred by the Lender, including an
attorney's fee of twenty (20%) percent of the amount then owing.
4. Maximum Rate. If at any time it is determined that the
rate of interest set forth herein exceeds the maximum amount allowed by law,
said rate of interest shall be retroactively reduced to the maximum rate allowed
by law.
5. Prepayment. This Note may not be prepaid without the
consent of the Lender.
6. Construction. This Note shall be governed by and construed
in accordance with the laws of the State of New York.
7. Benefit. This Note shall be binding upon and inure to the
benefit of the Borrower and the Lender and his respective successors and
assigns.
AMERICAN SPORTS VOICE, INC.
By: s/Angelo Panzarella
---------------------------------------
Angelo Panzarella, President
AMERICA'S SPORTS VOICE, INC.
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EXHIBIT 16.1
-------------------------------
LETTER OF RESIGNATION OF
REGISTRANT'S INDEPENDENT CERTIFIED
ACCOUNTANT, GELLER, MARZANO & COMPANY CPAS, P.C.
-------------------------------
GELLER, MARZANO & COMPANY CPAs, P.C.
Certified Public Accountants
30 Main Street Port Washington, NY 11050-2994
TEL: 516-883-1850
FAX: 516-944-5173
NORMAN G. GELLER, CPA www.gellermarzano.com NEW YORK OFFICE
PATRICK F. MARZANO, CPA 225 WEST 34TH STREET
FRANK P. MARZANO, CPA NEW YORK, NY 10122
ANTHONY J. VIOLA, CPA TEL: 212-629-0077
MARTIN S. KAPLAN, CPA FAX: 212-947-7708
May 22, 2000
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
We would like to inform you that we have read the disclosures provided
by America's Sports Voice, Inc. (Comm. Number 0-28103) in its filing of Form 8-K
dated May 22, 2000 and that there are no disagreements regarding the statements
made under Item 4-Changes in Registrant's Certifying Accountant.
Very truly yours,
s/Anthony J. Viola, CPA
Anthony J. Viola, CPA