SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-26454
AVP, INC.
(Exact name of Small Business Issuer as Specified in its Charter)
Delaware 98-0142664
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6100 Center Drive, Suite 900
Los Angeles, California 90045
(Address of Principal Executive Offices)
(310) 426-8000
(Issuer's Telephone Number, including Area Code)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [ ]
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $.001 par value per share: 22,514,742 outstanding as of March 21,
2005.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AVP, INC. f/k/a OTHNET, INC.
Index to Financial Information
Period Ended January 31, 2005
Page
Item 1 - Financial Statements 2
Unaudited Consolidated Balance Sheet 3
Unaudited Consolidated Statements of Expenses 4
Unaudited Statements of Cash Flows 5
Unaudited Notes to Financial Statements 6
Item 2 - Management's Discussion and Analysis or Plan of Operation 8
Item 3 - Controls and Procedures 10
2
AVP, INC. f\k\a OTHNET, INC.
CONSOLIDATED BALANCE SHEET
January 31, 2005
(unaudited)
ASSETS
Current Assets
Cash $ 4,217
Notes receivable from related party 2,118,880
------------
Total Assets $ 2,123,097
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 303,638
Accounts payable to related parties 106,002
Accrued expenses 269,332
Notes payable, net of $561,069 unamortized discount 1,828,921
Miscellaneous payables 10,276
------------
Total Current Liabilities 2,518,169
------------
Stockholders' Equity
Preferred stock, $.001 par, 2,000,000 shares authorized,
none issued and outstanding
Common stock, $.001 par value, 40,000,000 shares
authorized, 22,514,279 issued and outstanding 22,514
Additional paid in capital 15,147,154
Accumulated other comprehensive income 62,906
Retained deficit (15,627,646)
------------
Total Stockholders' Deficit (395,072)
------------
Total Liabilities and Stockholders' Deficit $ 2,123,097
============
3
AVP, INC. f\k\a OTHNET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Nine Months Ended January 31, 2005 and 2004
(unaudited)
Three Months Nine Months
Ended January 31, Ended January 31,
2005 2004 2005 2004
------------ ------------ ------------ ------------
General & Administrative $ 68,225 $ 41,507 $ 458,856 $ 112,263
------------ ------------ ------------ ------------
Loss from operations (68,225) (41,507) (458,856) (112,263)
Other Income (Expense)
Debt forgiveness -- -- 36,764 --
Interest income 50,412 -- 118,855 --
Interest expense (479,904) -- (1,112,135) --
------------ ------------ ------------ ------------
Net Loss (497,717) (41,507) (1,415,372) (112,263)
Other Comprehensive
Income (Loss)
Foreign currency
translation adjustment (31) 18 (174) (131
------------ ------------ ------------ ------------
Net Comprehensive Loss $ (497,748) $ (41,489) $ (1,415,546) $ (112,394)
============ ============ ============ ============
Basic and diluted income
(loss) per share $ (.02) $ (.00) $ (.07) $ (.01)
Weighted average common
shares outstanding 22,514,279 17,297,613 19,724,279 17,275,390
4
AVP, INC. f\k\a OTHNET, INC.
STATEMENTS OF CASH FLOWS
Nine Months Ended January 31, 2005 and 2004
(unaudited)
2005 2004
------------ ------------
Cash Flows From Operating Activities
Net loss $ (1,415,372) $ (112,263)
Adjustments to reconcile net loss
to net cash used in operating activities:
Debt forgiveness (36,764) --
Amortization of discount on notes payable
and beneficial conversion feature 969,054 --
Changes in:
Accounts payable 56,910 16,387
Accrued expenses 170,582 49,750
Interest receivable (118,880) 3,640
------------ ------------
Net Cash Used In Operating Activities (374,470) (42,486)
------------ ------------
Cash Flows From Investing Activities
Loans to AVP (2,000,000) --
------------ ------------
Net Cash Used In Investing Activities (2,000,000) --
------------ ------------
Cash Flows From Financing Activities
Advances from related parties -- 6,675
Proceeds from notes payable 2,360,000 67,243
Stock issued with Note Payable -- 18,000
Warrants issued with Note Payable -- 14,757
------------ ------------
Net Cash Provided by Financing Activities 2,360,000 106,675
------------ ------------
Effect of exchange rate changes on cash (174) (131)
------------ ------------
NET CHANGE IN CASH (14,644) 64,058
Cash balance, beginning 18,861 733
------------ ------------
Cash balance, ending $ 4,217 $ 64,791
============ ============
SUPPLEMENTAL DISCLOSURES
Debt forgiveness from related party $ 11,750 $ --
Relative fair value of warrants discount 1,266,071 --
Beneficial conversion feature discount 264,062 --
Stock issued for debt 137,600 --
Cash paid for interest 3,750 --
5
AVP, INC. f\k\a OTHNET, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of AVP, Inc. f\k\a
Othnet, Inc. have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in AVP, Inc's
latest Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the most recent fiscal year 2004, as reported in the
Form 10-KSB as previously filed with the SEC, have been omitted.
NOTE 2 - AGREEMENTS
Notes Receivable
On June 29, 2004, AVP, Inc. signed an agreement to merge with Association of
Volleyball Professionals, Inc. ("AVP"). The agreement is contingent upon certain
financing agreements in which AVP, Inc. loans AVP $2,000,000 of an original
total offering of $2,300,000. Additionally, AVP, Inc. is obligated to raise
another $2,000,000 to $4,000,000 subsequent to the original offering. As of
January 31, 2005, AVP, Inc. has loaned AVP a total of $2,000,000 in 10%
convertible notes. The notes mature on June 3, 2005, may be converted to common
stock at $.56 per share and have no collateral.
Notes Payable
In association with this financing agreement, AVP, Inc. issued $2,360,000 in 10%
convertible notes to investors. Each note was issued with two shares of common
stock and warrants to buy two shares of common stock for every dollar in
principal, which resulted in the issuance of 4,720,000 shares of common stock
and warrants to buy 4,720,000 shares of common stock. The warrants have an
exercise price of $.21 per share, and expire in two years. The notes mature on
June 3, 2005, and are convertible at the holder's option at any time at the
lesser of $.56 per share, or 85% of the selling price of the AVP, Inc. 's common
stock per share (or comparable conversion price in the event another convertible
security is sold) in the AVP, Inc.'s next round of financing. The notes were
discounted by $1,530,123 for the relative fair value of the common stock and
warrants issued, as well as their beneficial conversion feature. The discount is
amortized over the life of the note as interest expense. As of January 31, 2005,
$969,054 of the discount has been amortized. A summary is as follows:
Previous notes payable balance $ 30,000
Amount of proceeds received 2,360,000
Amount of discount (1,530,123)
Amount of discount amortized
to January 31, 2005 969,054
-----------
Balance at January 31, 2005 $ 1,828,921
===========
6
NOTE 3 - DEBT RELEASE
AVP, Inc. had total debt forgiveness of $48,514 for the nine months ended
January 31, 2005. $36,764 was forgiven by unrelated parties, and classified as
other income. $11,750 was forgiven by related parties, and adjusted to
additional paid in capital.
NOTE 4 - SUBSEQUENT EVENTS
On February 28, 2005, the registrant, AVP, Inc., amended and consummated its
Agreement and Plan of Merger dated as of June 29, 2004 (the "Merger Agreement")
among the registrant, Othnet Merger Sub, a wholly owned subsidiary of the
registrant, and AVP. As a result of the merger, the registrant issued to AVP
stockholders a total of 631,253 shares of AVP, Inc. Series A Preferred Stock,
which will be converted automatically into the registrant's common stock upon
authorization of a sufficient amount of common stock, at a rate of 243 shares of
common stock for each share of Series A Preferred Stock. In connection with the
merger, AVP changed its name to AVP Pro Beach Volleyball Tour, Inc. and the
registrant changed its name from Othnet, Inc. to its current name. In addition,
holders of approximately $2,000,000 principal amount of the 10% convertible
notes converted the notes, and the registrant consummated a $5,000,000 Series B
Preferred Stock financing.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion of the Company's financial condition and results
of operations is based on the Company's Financial Statements and the related
notes thereto.
Forward-Looking Statements
This Form 10-QSB contains certain forward-looking statements and
information relating to the Company that are based on the beliefs and
assumptions made by the Company's management as well as information currently
available to the management. When used in this document, the words "anticipate",
"believe", "estimate", and "expect" and similar expressions, are intended to
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. Certain of these risks and uncertainties are
discussed under the caption "Uncertainties and Risk Factors" in Part I, Item 1
"Description of Business" of the Company's Annual Report on Form 10-KSB for the
year ended April 30, 2004. Except as required by the Federal Securities law, the
Company does not undertake any obligation to release publicly any revisions to
any forward-looking statements to reflect events or circumstances after the date
of this Form 10-QSB or for any other reason.
Background
AVP, Inc. was originally incorporated under the name Malone Road
Investments, Ltd., on August 6, 1990 in the Isle of Man. The corporation was
redomesticated in the Turks and Caicos Islands in 1992, and subsequently
domesticated as a Delaware corporation in 1994. Pursuant to Delaware law, the
corporation is deemed to have been incorporated in Delaware as of the date of
its formation in the Isle of Man. The company changed its name to PL Brands,
Inc. in 1994; changed its name to Othnet, Inc. in March 2001; and changed its
name to the current one on March 9, 2005. For convenience, we will use the name
"Othnet" or the "Company" to refer to the registrant through the date of change
to its current name.
Results of Operations
The Company reported no revenue from operations for the three and nine
months ended January 31, 2005 and January 31, 2004.
There were operating expenses for the three and nine months ended January
31, 2005 of $68,000 and $459,000, respectively, compared to operating expenses
of $42,000 and $112,000, respectively, for the three and nine months ended
January 31, 2004. Such operating expenses for the three and nine months ended
January 31, 2005 and January 31, 2004 were comprised of general and
administrative expenses.
During the three and nine months ended January 31, 2005, the Company had
interest income of $50,000 and $119,000, compared to no interest income for the
three and nine months ended January 31, 2004. The Company also had other income
for the nine months ended January 31, 2005 comprised of debt forgiveness of
$37,000 which occurred in the quarter ended July 31, 2004. There was no
comparable debt forgiveness for the three and nine months ended January 31,
2004. In addition, the Company had interest expense of $480,000 and $1,112,000
for the three and nine months ended January 31, 2005 due to the Bridge Financing
(see below) raised in the nine months ended January 31, 2005. There was no
comparable interest expense for the three and nine months ended January 31,
2004.
8
The Company had a net comprehensive loss of $498,000 and $1,415,000 for
the three and nine months ended January 31, 2005 compared to a net comprehensive
loss of $41,000 and $112,000 for the three and nine months ended January 31,
2004. The change in net loss is primarily due to the increases in operating
expenses and interest expense, partially offset by the other income items, all
as described above.
Liquidity and Capital Resources
On January 31, 2005, the Company had cash of $4,000 and a working capital
deficit of $395,000.
Since 2002, the Company has had no business operations other than to
locate and consummate a merger or acquisition with a private entity. In December
2003, the Company entered into a letter of intent with Pro Sports &
Entertainment, Inc., a California corporation ("Pro Sports"), to acquire all of
the outstanding capital stock of Pro Sports in exchange for which the
shareholders of Pro Sports would receive shares of capital stock of the Company.
In April 2004, the Company and Pro Sports ceased their negotiations in
connection with such proposed transaction.
Subsequent to the end of fiscal 2004, on June 29, 2004, the Company signed
a Merger Agreement (the "Merger Agreement") with AVP Pro Beach Volleyball Tour,
Inc., f/k/a Association of Volleyball Professionals, Inc., a Delaware
corporation ("AVP"), pursuant to which at closing AVP would merge into Othnet
Merger Sub, Inc. (a wholly owned subsidiary of Othnet formed for the purpose of
such transaction) ("Othnet Merger Sub"), the result of which AVP would become a
wholly owned subsidiary of the Company and the operations of AVP would become
the operations of the Company with AVP's stockholders owning a majority of the
Company's stock (the "Merger"). The completion of the Merger was subject to a
number of conditions including, but not limited to, the raising of certain
financing. See "Recent Developments" below for information on the completion of
the Merger and the raising of private financing.
Recent Developments
On February 28, 2005, Othnet Merger Sub and AVP consummated the Merger as
a result of which AVP became the Company's wholly owned subsidiary, and the
Company issued to AVP stockholders Othnet Series A Convertible Preferred Stock,
which will be converted automatically into Othnet common stock upon
authorization of a sufficient amount of common stock. As a result of the Merger,
the Company changed its name to AVP, Inc. on March 9, 2005.
As required by the Merger Agreement, in the second half of 2004, the
Company issued $2.36 million principal amount of 10% convertible notes and lent
$2,000,000 of the proceeds of the notes to AVP (the notes were issued in units
that included common stock and common stock purchase warrants). It was a
condition to the closing of the Merger, among other things, that at least
$2,000,000 principal amount of the notes (and accrued interest) were converted
into Othnet Series A Preferred Stock. Another condition was the closing of a
$5,000,000 private placement of units of Othnet Series B Convertible Preferred
Stock and common stock purchase warrants, which occurred concurrently with the
Merger closing. Each share of Series A Preferred Stock and Series B Preferred
Stock is convertible into 243 shares of common stock and carries the number of
votes that equals the number of shares into which it is convertible, except
that, until the authorization of additional shares of common stock, the Series B
Preferred Stock will carry ten times the vote per share that it otherwise would
carry.
Upon consummation of the Merger and the private offering, AVP's former
stockholders (including holders of stock options and stock purchase warrants)
beneficially owned 61.2% of all Company common stock beneficially owned by all
beneficial owners of Company capital stock.
9
Pursuant to the Merger Agreement, the Company's sole officer and director
resigned his officer positions and elected AVP's designees as executive
officers. The director also elected AVP's designees, effective March 25, 2005,
following filing and distribution of a statement pursuant to Exchange Act Rule
14f-1. The Company's pre-merger director will continue to serve on the board for
at least two years.
AVP owns and operates every significant beach volleyball event in the
United States, and the AVP Tour is the sole internationally recognized U.S.
professional beach volleyball tour. Almost all of the top U.S. men's and women's
beach volleyball professionals, including the women's gold and bronze medalists
in the 2004 Olympic Games, compete in AVP's matches. AVP's business includes
establishing and managing tournaments; sponsorship sales and sales of broadcast,
licensing, and trademark rights; sales of food, beverage, and merchandise at the
tournaments; contracting with players in the tour; and associated activities.
AVP produced 12 men's and 12 women's professional beach volleyball
tournaments throughout the United States in 2004. AVP has more than 125 of the
top professional players under exclusive contracts, as well as a sizable and
growing base of spectators and television viewers that represents an attractive
audience for national, regional, and local sponsors.
AVP believes that beach volleyball has potential for continuing growth,
because of its popularity with a demographic group considered highly desirable
by advertisers--educated, affluent, 18 to 34 year-old, consumers. Moreover,
beach volleyball enjoys significant popularity in the United States and
worldwide and is one of the most popular sports at the Summer Olympics.
Off-Balance Sheet Arrangements
As part of its ongoing business, the Company does not participate in
transactions with unconsolidated entities such as special purpose entities or
structured finance entities, which would have been established for the purpose
of facilitating off-balance sheet arrangements or other limited purposes.
Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Principal Financial Officer have
reviewed the Company's disclosure controls and procedures as of the end of the
period covered by this report. Based upon this review, such officers believe
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information required to be included in this report.
There have been no significant changes in internal control over financial
reporting that occurred during the fiscal quarter covered by this report that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
Changes in Internal Controls Over Financial Reporting
In connection with the evaluation of the Company's internal controls
during the Company's three months ended January 31, 2005, the Company's
Principal Executive Officer and Principal Financial Officer have determined that
there are no changes to the Company's internal controls over financial reporting
that has materially affected, or is reasonably likely to materially effect, the
Company's internal controls over financial reporting.
10
PART II. OTHER INFORMATION
Items 1-5. None.
Item 6. Exhibits.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the
Exchange Act)
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the
Exchange Act)
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350)
11
SIGNATURES
Pursuant to the requirements of the Section 13 or 15 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on the
22nd day of March, 2005.
AVP, INC.
By: /s/ Andrew Reif
-----------------------------------
Andrew Reif
Chief Operating Officer and Principal Financial
Officer
12