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part 3..................
PART III
"The Items contained in this Part III will be updated to the end of the current
fiscal year by either a Definitive proxy or Information Statements, or and
amendment to this Report made within 120 days of the end of the fiscal year, as
provided in General Instruction E-3 to the Form."
SIGNATURES
In accordance with Section13 or 15(d) of the Exchange Act, the registrant causes
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Aqua Vie Beverage Corp.
(Registrant)
Date 11-13-01 By /s/ Thomas J. Gillespie
-------- --------------------------
Thomas J. Gillespie, CEO and President
CEO, President, Director
Signature
/s/ Thomas J. Gillespie Title Date
----------------------- ------------------------ --------
Thomas J. Gillespie CEO, President, Director 11-13-01
15
CERTIFICATIONS
I, Thomas Gillespie certify that:
1. I have reviewed this annual report on Form 10-KSB of Aqua Vie
Beverage Corporation >;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: November 19, 2002
16
AQUA VIE BEVERAGE CORPORATION
Financial Statements
July 31, 2002
WILLIAMS & WEBSTER, P.S.
Certified Public Accountants
Bank of America Financial Center
601 W. Riverside, Suite 1940
Spokane, Washington 99201
(509) 838-5111
AQUA VIE BEVERAGE CORPORATION
C O N T E N T S
Independent Auditor's Report................................................F-1
Balance Sheets..............................................................F-2
Statements of Operations....................................................F-3
Statement of Stockholders' Deficit..........................................F-4
Statements of Cash Flows....................................................F-55
Notes to the Financial Statements...........................................F-6
Board of Directors and Stockholders
Aqua Vie Beverage Corporation
Ketchum, Idaho
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Aqua Vie Beverage Corporation
(a Delaware corporation) as of July 31, 2002 and 2001, and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aqua Vie Beverage Corporation
as of July 31, 2002 and 2001, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company's
significant operating losses raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Williams & Webster, P.S.
------------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
November 7, 2002
F-1
AQUA VIE BEVERAGE CORPORATION
BALANCE SHEETS
July 31,
---------------------------------
ASSETS 2002 2001
----------- -----------
CURRENT ASSETS
Cash $ 2,179 $ 3,608
Accounts receivable 6,471 82,776
Inventory 120,006 155,372
Prepaid and other assets 6,737 24,434
----------- -----------
Total Current Assets 135,393 266,190
----------- -----------
PROPERTY AND EQUIPMENT, net of depreciation 51,386 115,993
----------- -----------
OTHER ASSETS
Intangibles, net of accumulated amortization 175,731 246,881
----------- -----------
TOTAL ASSETS $ 362,510 $ 629,064
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 374,322 $ 362,312
Bank overdraft 16,388 52,412
Settlements payable 36,000 10,000
Accrued expenses 87,367 64,101
Accrued compensation - related party 180,000 --
Loan from related party 161,544 128,520
Notes payable - current 218,479 455,135
----------- -----------
Total Current Liabilities 1,074,100 1,072,480
----------- -----------
LONG-TERM DEBT
Notes payable, net of current portion 5,651 14,632
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
----------- -----------
STOCKHOLDERS' DEFICIT
Preferred stock, Series A, B, C, D, E, F and G, $0.001 par
value; 5,000,000 shares authorized, 12,941 and 15,074
shares issued and outstanding, respectively 13 15
Common stock, $0.001 par value; 5,000,000,000 shares
authorized, 106,749,217 and 58,253,173 shares
issued and outstanding, respectively 106,749 58,253
Additional paid-in capital 6,907,173 5,562,162
Subscriptions receivable -- (176,977)
Accumulated deficit (7,731,176) (5,901,501)
----------- -----------
Total Stockholders' Deficit (717,241) (458,048)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 362,510 $ 629,064
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-2
AQUA VIE BEVERAGE CORPORATION
STATEMENTS OF OPERATIONS
Years Ended July 31,
---------------------------------------
2002 2001
------------ -------------
NET REVENUES $ 162,809 $ 912,000
COST OF GOODS SOLD 182,013 804,064
------------ ------------
GROSS PROFIT (LOSS) (19,204) 107,936
------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES
Promotion and advertising 157,064 544,815
Legal and accounting 141,234 165,614
Depreciation and amortization 149,111 100,427
Bad debts -- 92,175
Other general and administrative expenses 1,328,889 1,396,772
------------ ------------
Total expenses 1,776,298 2,299,803
------------ ------------
OPERATING LOSS (1,795,502) (2,191,867)
OTHER EXPENSE
Interest expense (34,173) (55,553)
------------ ------------
Total other expense (34,173) (55,553)
------------ ------------
LOSS BEFORE TAXES (1,829,675) (2,247,420)
INCOME TAXES -- --
------------ ------------
NET LOSS $ (1,829,675) $ (2,247,420)
============ ============
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED $ (0.03) $ (0.06)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED 72,226,565 40,774,176
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
Preferred Series A - G Common Stock Additional
----------------------- ----------------------
Number Number Paid-in SubscriptionsAccumulated
of Shares Amount of Shares Amount Capital Receivable Deficit Total
----------- ----------- ------------ -------- ----------- ----------- ----------- ------------
Balance, July 31, 2000 7,410 $ 7 30,811,408 $ 30,811 $ 2,422,236 $ -- ($3,654,081) $(1,201,027)
Issuance of common stock for services
at an average of $0.13 per share -- -- 5,335,000 5,335 640,783 -- -- 646,118
Issuance of common stock
for debt at $0.41 per share -- -- 850,000 850 340,000 -- -- 340,850
Conversion of preferred Series A to
common stock (1,368) (2) 4,489,123 4,489 (4,487) -- -- --
Conversion of preferred Series B to
common stock (4,608) (4) 16,567,642 16,568 (16,564) -- -- --
Conversion of preferred Series C to
common stock (200) -- 200,000 200 (200) -- -- --
Issuance of preferred Series D
for cash and receivable
at $100 per share 12,000 12 -- -- 1,199,988 (176,952) -- -- 1,023,048
Issuance of preferred Series E
for cash and receivable
at $100 per share 600 1 -- -- 59,999 (25) -- 59,975
Issuance of preferred Series F
for cash and receivable
at $100 per share 1,240 1 -- -- 123,999 -- -- 124,000
Forgiveness of debt and accrued
payroll by officer -- -- -- -- 796,408 -- -- 796,408
Net loss for the year ended
July 31, 2001 -- -- -- -- -- -- (2,247,420) (2,247,420)
----------- ----------- ------------ -------- ----------- ----------- ----------- ------------
Balance, July 31, 2001 15,074 15 58,253,173 58,253 5,562,162 (176,977) (5,901,501) (458,048)
Issuance of common stock
for cash at $0.04 per share -- -- 6,250,000 6,250 247,645 -- -- 253,895
Issuance of common stock
for services at at an average
of $0.04 per share -- -- 15,393,333 15,393 506,990 -- -- 522,383
Issuance of common stock
for debt at $0.05 per share -- -- 5,300,000 5,300 270,727 -- -- 276,027
Issuance of common stock for
settlement at $0.005 per share -- -- 240,000 240 960 -- -- 1,200
Conversion of preferred Series A
to common stock (376) -- 1,601,611 1,602 (1,602) -- -- --
Conversion of preferred Series B
to common stock (45) -- 191,236 191 (191) -- -- --
Conversion of preferred Series D
to common stock (11,112) (11) 18,519,864 18,520 (18,509) -- -- --
Conversion of preferred Series E
to common stock (600) (1) 1,000,000 1,000 (999) -- -- --
Forgiveness of payroll by officer -- -- -- -- 60,000 -- -- 60,000
Issuance of preferred Series G for
waiver from officer 10,000 10 -- -- 279,990 -- -- 280,000
Payment of stock subscriptions
receivable -- -- -- -- -- 176,977 -- 176,977
Net loss for the year ended
July 31, 2002 -- -- -- -- -- -- (1,829,675) (1,829,675)
----------- ----------- ------------ -------- ----------- ----------- ----------- ------------
Balance, July 31, 2002 12,941 $ 13 106,749,217 $106,749 $ 6,907,173 $ -- $(7,731,176) $ (717,241)
=========== =========== ============ ======== =========== =========== =========== ============
The accompanying notes are an integral part of these financial statements.
F-4
AQUA VIE BEVERAGE CORPORATION
STATEMENTS OF CASH FLOWS
Years Ended July 31,
-----------------------------------
2002 2001
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,829,675) $(2,247,420)
Adjustments to reconcile net loss to net cash
used by operating activities:
Bad debts -- 92,175
Depreciation and amortization 149,111 100,427
Common stock issued for interest 276,027 850
Common stock issued for services 522,383 646,118
Common stock issued for settlement 1,200 --
Preferred stock issued for waiver from officer 280,000 --
Compensation of officer as additional paid-in capital 60,000 240,000
Expenses paid by the issuance of note payable -- 128,520
Changes in assets and liabilities:
Accounts receivable 76,305 (57,538)
Inventory 35,366 94,418
Prepaid expenses 17,697 69,042
Accounts payable 12,010 207,691
Settlements payable 26,000 10,000
Accrued expenses (13,620) (403,463)
Accrued compensation 180,000 --
----------- -----------
Net cash used by operating activities 444,196) (1,119,180)
----------- -----------
CASH USED BY INVESTING ACTIVITIES:
Refund of intangible assets 57,088 (207,540)
Purchase of intangible assets (33,212) --
Purchases of equipment -- (49,272)
----------- -----------
Net cash provided (used) by investing activities 23,876 (256,812)
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES
Sale of common stock 253,895 --
Sale of preferred stock, Series C, D, E and F -- 1,207,023
Payments on notes payable (8,981) (595)
Receipts from stock subscription 176,977 --
Bank overdraft (36,024) 52,412
Loans - related parties 33,024 109,633
----------- -----------
Net cash provided by financing activities 418,891 1,368,473
----------- -----------
INCREASE (DECREASE) IN CASH (1,429) (7,519)
BEGINNING BALANCE 3,608 11,127
----------- -----------
ENDING BALANCE $ 2,179 $ 3,608
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid $ -- $ --
Interest paid $ -- $ --
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for debt $ 276,027 $ 340,850
Issuance of common stock for services $ 522,383 $ 646,118
Issuance of common stock for settlement $ 1,200 $ --
Issuance of preferred stock for waiver from officer $ 280,000 $ --
Forgiveness of debt and accrued payroll by officer $ 60,000 $ 796,408
The accompanying notes are an integral part of these financial statements.
F-5
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Aqua Vie Beverage Corporation was incorporated on July 31, 1998 in the State of
Delaware. The Company's principal assets were acquired through a bankruptcy
court ordered liquidation of a predecessor company and included the trade name,
beverage formula and the predecessor's public status. These assets were acquired
by the issuance of Series B preferred stock. The Company's business activities
have been financed primarily through the issuance of equity securities, outside
loans, and loans from officers and stockholders.
The Company's principal products include low calorie, non-preservative, lightly
flavored bottled water. Management plans include the marketing and distribution
of the Company's products nationally and internationally.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Aqua Vie Beverage Corporation
is presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management,
which is responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the
financial statements.
Accounting Method
-----------------
The Company's financial statements are prepared using the accrual method of
accounting.
Advertising Costs
-----------------
The Company expenses all advertising expenditures as incurred.
Principles of Consolidation
---------------------------
The accompanying financial statements are not deemed to be consolidated because
the Company's wholly owned subsidiary, BEVA Corporation is dormant.
Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with maturity of three months or less to be
cash equivalents.
Allowance for Doubtful Accounts
-------------------------------
Provision for losses on trade accounts receivable is made in amounts required to
maintain an adequate allowance to cover anticipated bad debts. Accounts
receivable are charged against the allowance when it is determined by the
Company that payment will not be received.
Inventories
-----------
Inventories consist primarily of raw materials and finished product and are
valued at the lower of cost (first in, first out) or market.
F-6
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Inventories (continued)
Inventory is comprised of the following at July 31:
2002 2001
------------- ------------
Finished goods $ 72,006 $ 113,013
Raw materials 48,000 42,359
------------- ------------
Total $ 120,006 $ 155,372
============= ============
Property and Equipment
----------------------
Property, plant and equipment are stated at cost. All expenditures for
improvements, replacements and additions are added to the asset accounts at
cost.
Expenditures for normal repairs and maintenance are charged against earnings as
incurred. The cost and related accumulated depreciation are eliminated from the
accounts and the resulting gain or loss is reflected in the statements of
operations when depreciable assets are retired or otherwise disposed.
Depreciation is provided for by the use of straight-line and accelerated methods
over the estimated useful lives of the assets. Depreciation expense for the
years ended July 31, 2002 and 2001 was $64,608 and $60,768, respectively.
The following is a summary of property and equipment at July 31:
2002 2001
-------------- --------------
Total property and equipment $ 201,608 $ 201,608
Less accumulated depreciation (150,222) (85,615)
-------------- --------------
Net property and equipment $ 51,386 $ 115,993
============== ==============
Intangible Assets
-----------------
Most intangible assets are amortized over their estimated useful lives of 3 to
10 years on a straight-line basis. Amortization expense for the years ending
July 31, 2002 and 2001 was $93,676 and $38,659, respectively. In the year ended
July 31, 2002, the Company received $52,089 from a customer, which represents a
refund of slotting fees paid and was recorded as a reduction of intangibles.
Income Taxes
Income taxes are provided based upon the liability method of accounting pursuant
to SFAS No. 109 "Accounting for Income Taxes." Under this approach, deferred
income taxes are recorded to reflect the tax consequences in future years of
differences between the tax basis of assets and liabilities and their financial
reporting amounts at each year-end. A valuation allowance is recorded against
deferred tax assets if management does not believe the Company has met the "more
likely than not" standard imposed by SFAS No. 109 to allow recognition of such
an asset.
F-7
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
At July 31, 2002, the Company had net deferred tax assets of approximately
$1,900,000, principally arising from net operating loss carryforwards for income
tax purposes. As management of the Company cannot determine that it is more
likely than not that the Company
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes (continued)
------------------------
will realize the benefit of the net deferred tax asset, a valuation allowance
equal to the net deferred tax asset has been established at July 31, 2002. See
Note 3.
At July 31, 2002, the Company has net operating loss carryforwards of
approximately $13,100,000, which expire in the fiscal years ending July 31, 2002
through July 31, 2022.
Basic and Diluted Loss Per Share
--------------------------------
Loss per share was computed by dividing the net loss by the weighted average
number of common shares and common share equivalents outstanding during the
year. The weighted average number of shares was calculated by taking the number
of shares outstanding and weighting them by the amount of time they were
outstanding. Basic and diluted loss per share were the same because the
inclusion of outstanding warrants and other convertible instruments would be
considered antidilutive.
Revenue Recognition and Slotting Fees
-------------------------------------
Revenues from sales of product are recognized when the product is shipped and
collectibility is reasonably assured with title passing at the shipping point.
Sales terms for distributors and retail customers are 2%, net 30. At July 31,
2002, the Company was not selling to or through distributors. Sales terms
generally do not allow a right of return. Products are drop shipped from the
bottler to the customer and the customer pays all shipping charges.
Sales of products directly to customers through e-commerce and traditional
channels are recognized when shipped. In these transactions, the Company acts as
merchant-of-record. Accordingly, the Company records as revenue the full sales
price of the product sold and records the full cost of the product to the
Company as cost of revenues, upon shipment of the product. All internet sales
are paid via credit card and are considered immediately collectible.
The Company pays slotting or shelving fees to retailers. In past years, these
costs were deferred and expensed over an estimated time frame of 3 years.
Slotting fees paid during the year ended July 31, 2001 were $207,540. This
amount is included in intangibles. Effective with its April 30, 2002 financial
statements, the Company has changed its accounting policy to record slotting
fees as a reduction of revenue. This new policy is in accord with the consensus
of EITF 01-09 "Accounting for Consideration Given by a Vendor to a Customer or a
Reseller of the Vendor's Products," which affirms that the payment of
consideration by a vendor to a customer should not be recognized as an asset of
the vendor and further affirms that slotting fees should be accounted for as a
reduction of revenues. If the Company had implemented this new policy in the
year ended July 31, 2001, then the Company's net loss would have increased by
$168,881.
Compensated Absences
--------------------
Employees of the Company are entitled to paid vacation, paid sick days and
personal days off, depending on job classification, length of service, and other
factors. The Company's policy is to recognize the costs of compensated absences
when actually paid to employees. The related liability, due to immateriality,
has not been recorded.
F-8
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates
---------
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Impaired Asset Policy
---------------------
The Company reviews its long-lived assets quarterly to determine if any events
or changes in circumstances have transpired which indicate that the carrying
value of its assets may not be recoverable. The Company does not believe any
adjustments are needed to the carrying value of its assets at July 31, 2002.
Derivative Instruments
----------------------
The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No.
133," and SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities," which is effective for the Company as of January 1,
2001. These standards establish accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. They require that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value.
If certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.
Historically, the Company has not entered into derivative contracts to hedge
existing risks or for speculative purposes.
At July 31, 2002 and 2001, the Company has not engaged in any transactions that
would be considered derivative instruments or hedging activities.
Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments as defined by SFAS No. 107, "Disclosures
about Fair Value of Financial Instruments," include cash, trade accounts
receivable, accounts payable, accrued expenses and short-term borrowings. All
instruments are accounted for on a historical cost basis, which, due to the
short maturity of these financial instruments, approximates fair value.
F-9
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
--------------------------------
In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 provides for the
elimination of the pooling-of-interests method of accounting for business
combinations with an acquisition date of July 1, 2001 or later. SFAS No. 142
prohibits the amortization of goodwill and other intangible assets with
indefinite lives and requires periodic reassessment of the underlying value of
such assets for impairment. SFAS No. 142 is effective for fiscal years beginning
after December 15, 2001. An early adoption provision exists for companies with
fiscal years beginning after March 15, 2001. The Company has adopted SFAS No.
142. Application of the nonamortization provision of SFAS No. 142 will have no
effect on the Company's financial statements as the Company does not currently
have assets with indefinite lives.
In October 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 establishes guidelines related to the retirement of
tangible long-lived assets of the Company and the associated retirement costs.
This statement requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived assets.
This statement is effective for financial statements issued for the fiscal years
beginning after June 15, 2002 and with earlier application encouraged. The
Company adopted SFAS No. 143 and the adoption has no effect on the financial
statements of the Company at July 31, 2002.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." This new standard establishes a single accounting model for long-lived
assets to be disposed of by sale, including discontinued operations. SFAS No.
144 requires that these long-lived assets be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing
operations or discontinued operations. This statement is effective beginning for
fiscal years after December 15, 2001, with earlier application encouraged. The
Company adopted SFAS No. 144 and the adoption has no effect on the financial
statements of the Company at July 31, 2002.
In April 2002, the FASB issued SFAS No. 145, "Rescission of SFAS Statements No.
4, and 64, Amendment of SFAS No. 13, and Technical Corrections," which updates,
clarifies and simplifies existing accounting pronouncements. SFAS No. 4, which
required all gains and losses from the extinguishment of debt to be aggregated
and, if material, classified as an extraordinary item, net of related tax effect
F-10
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements (continued)
--------------------------------------------
was escinded, and as a result, SFAS No. 64, which amended SFAS No. 4, was
rescinded as it was no longer necessary. SFAS No. 145 amended SFAS No. 13 to
eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications which
have economic effects similar to those of sale-leaseback transactions. The
pronouncement will not affect the Company as it has not entered into any of the
aforementioned transactions.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses significant issues
regarding the recognition, measurement, and reporting of costs associated with
exit and disposal activities, including restructuring activities. SFAS No. 146
also addresses recognition of certain costs related to terminating a contract
that is not a capital lease, costs to consolidate facilities or relocate
employees, and termination benefits provided to employees that are involuntarily
terminated under the terms of a one-time benefit arrangement that is not an
ongoing benefit arrangement or an individual deferred-compensation contract.
SFAS No. 146 was issued in June 2002. The impact on the Company's financial
position or results of operations from adopting SFAS No. 146 has not been
determined.
Going Concern
-------------
As shown in the financial statements, the Company incurred a net loss of
$1,829,675 for the year ended July 31, 2002 and has an accumulated deficit of
$7,731,176. The Company has negative equity, negative working capital and
limited cash resources. These factors indicate that the Company may be unable to
continue in existence. The financial statements do not include any adjustments
related to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue existence. Management plans to sell new stock
issuances, which are expected to raise the capital needed to operate the
Company. Management is also actively pursuing the distribution of the Company's
products nationally and internationally.
Shipping and Handling Costs
---------------------------
The Company includes all shipping and handling costs in cost of sales.
Stock Based Compensation
------------------------
The Company accounts for non-cash issuances of stock and warrants under the
fair-value method in accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation." Compensation cost is recognized over the service period.
Reclassification
----------------
Certain amounts from prior periods have been reclassified to conform to the
current period presentation. This reclassification has resulted in no changes to
the Company's accumulated deficit or net losses presented.
F-11
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 3 - NET OPERATING LOSS CARRYFORWARD
The Company acquired, as part of the assets purchased in the bankruptcy
liquidation sale, the predecessor company's net operating loss carryforward
(NOL) in the approximate amount of $15,000,000. A valuation allowance has been
established so that no value is reflected at the balance sheet dates for any
deferred tax benefit. The value, if any, of the NOL will depend upon a number of
unknowns, including attaining profitable operations and other tax law issues
related to the acquisition of the NOL from the Company's predecessor. These
issues include the change in ownership limitations and any adjustments from the
relief of debts from prior operations. The aggregate net operating loss
carryforwards began to expire during the year ended July 31, 2001.
NOTE 4 - RELATED PARTY TRANSACTIONS
Advances from Officer
---------------------
At July 31, 2002 and 2001, the Company owed $95,121 and $128,520, respectively,
to its CEO. These amounts are payable on demand and carry no interest. During
the year ended July 31, 2001, the Company's CEO forgave $176,440 of the
previously accumulated obligation. This amount was recorded in the financial
statements as a capital contribution. The Company's chief executive officer has
the majority of the Company's common stock voting rights.
Forgiveness of Accrued Payroll
------------------------------
Capital contributions for the year ended July 31, 2001 were $499,968 of forgiven
accrued compensation and $120,000 of forgiven current period compensation. For
the year ended July 31, 2002, $60,000 of compensation was forgiven as a capital
contribution.
Issuance of Series G Preferred Shares
-------------------------------------
In June 2002, the Company issued to its chief executive officer 10,000 shares of
a newly created class of preferred stock in a transaction valued at $280,000.
The shares were issued as consideration for the CEO's waiver of prior year loans
made and earned compensation forgiven and for the CEO's agreeing not to withdraw
his waiver. The features of the new stock, Series G preferred shares, are
detailed in Note 7.
F-12
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 5 - STOCK WARRANTS
At July 31, 2002 and 2001, there were warrants outstanding to purchase 250,000
shares of the Company's common. During the fiscal year ended July 31, 2001,
warrants to purchase 172,800 shares of the Company's common stock expired
unused. At July 31, 2001 and 2002, the Company's outstanding warrants consisted
of the following:
Common Common
Date Expiration Price Number of Shares per Shares
Issued Date per Share Warrants Warrant Issuable
------- ---------- --------- --------- ---------- --------
8/31/00 8/31/04 $1.00 1 250,000 250,000
NOTE 6 - COMMON STOCK
The Company is authorized to issue a total of 5,000,000,000 shares of $0.001 par
value common stock. During the year ended July 31, 2002, the Company issued
5,300,000 shares of its common stock in exchange for notes payable valued at
$276,027, 15,393,333 shares of its common stock for services valued at $522,383,
6,250,000 shares of its common stock for cash of $253,895 and 240,000 shares of
its common stock valued at $1,200 for the settlement of a dispute. The shares
issued for services were valued at their fair market values on the dates of
issuance. Other issuances resulted from the conversion of 376 shares of
preferred Series A stock, 45 shares of preferred Series B stock, 11,112 shares
of preferred Series D stock and 600 shares of preferred Series E stock to
1,601,611, 191,236, 18,519,864 and 1,000,000 shares, respectively, of the
Company's common stock.
During the year ended July 31, 2001, the Company issued 850,000 shares of its
common stock in exchange for a convertible note payable valued at $340,850 and
5,335,000 shares of its common stock for services valued at $646,118. The shares
were valued at their fair market value on the date of issuance. Other issuances
resulted from the conversion of 1,368 shares of preferred Series A stock, 4,608
shares of preferred Series B stock and 200 shares of preferred Series C stock to
4,489,123, 16,567,642 and 200,000 shares, respectively, of the Company's common
stock.
NOTE 7 - PREFERRED STOCK
The Company is authorized to issue a total of 5,000,000 shares of preferred
stock, par value at $0.001. At July 31, 2002, the Company had seven classes of
preferred stock outstanding with an aggregate of 465,000 shares authorized. The
Company has been authorized to issue 200,000 shares of $0.001 par value Series A
preferred stock, 200,000 shares of $0.001 par value Series B preferred stock,
10,000 shares of $0.001 par value Series C preferred stock, 20,000 shares of
$0.001 par value Series D preferred stock, 5,000 shares of $0.001 par value
Series E preferred stock, 5,000 shares of $0.001 par value Series F preferred
stock and 25,000 shares of $0.001 par value Series G preferred stock. The board
of directors of the Company has the authority to issue shares of preferred stock
from time to time in one or more classes or series, which may have such voting
power, full or limited as fixed by the board of directors. The board of
directors may also determine the terms of any such series or class, including
dividend rights, dividend rates, conversion, exchange, voting rights and terms
of redemption, the redemption price and the liquidation preference of such class
or series.
F-13
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 7 - PREFERRED STOCK (continued)
The number of shares outstanding of preferred stock, Series A, B, C, D, E, F and
G and amounts were as follows:
July 31, 2002
-----------------------------------------
Number of Shares Amount
------------------------ ------------
Series A 813 $ 1
Series B -- --
Series C -- --
Series D 888 1
Series E -- --
Series F 1,240 1
Series G 10,000 10
------------------------ ------------
Total 12,941 $ 13
======================== ============
July 31, 2001
-----------------------------------------
Number of Shares Amount
------------------------ ------------
Series A 1,189 $ 1
Series B 45 --
Series C -- --
Series D 12,000 12
Series E 600 1
Series F 1,240 1
Series G -- --
------------------------ ------------
Total 15,074 $ 15
======================== ============
General Terms
All Series A, B, C, D, E, F and G preferred stock shares contain standard terms
relative to adjustment for stock splits and combinations, reorganizations,
mergers, and consolidations or sales of assets, registration of stock issued
upon conversion, and registration rights. For dividend, liquidation, mergers and
consolidations, the respective rights of each series are different. Series A
preferred stock is limited to $300 per share in non-cumulative preferential
dividends before common stock. Each Series A preferred share has liquidation
rights and merger or consolidation rights before common stock. Series B
preferred stock is limited to $6 per share in non-cumulative preferential
dividends before common stock. Each Series B preferred share has liquidation
rights and merger or consolidation rights before common stock. Series C
preferred stock is limited to $0.25 per share in non-cumulative preferential
dividends before common stock. Each Series C preferred share has liquidation
rights and merger or consolidation rights before common stock. Series D
preferred stock is limited to $100 per share in non-cumulative preferential
dividends before common stock. Each Series D preferred share has liquidation
rights and merger or consolidation rights before common stock. Series E
preferred stock is limited to $100 per share in non-cumulative preferential
dividends before common stock. Each Series E preferred share has liquidation
rights and merger or consolidation rights before common stock. Series F
preferred stock is limited to $100 per share in non-cumulative preferential
dividends before common stock. Each Series F preferred share has liquidation
rights and merger or consolidation rights before common stock. Series G
preferred stock is limited to
F-14
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 7 - PREFERRED STOCK (continued)
General Terms (continued)
$80 per share in non-cumulative preferential dividends before common stock. Each
Series G preferred share has liquidation rights and merger or consolidation
rights before common stock.
As of the date of these financial statements, no dividends have been declared
due to the Company's accumulated deficit.
Voting Rights
All Series A, B, C, D, E, and F preferred shares have the right to vote based on
their conversion rights to common shares. Series D preferred shares have the
right to vote based on five and a half times their conversion rights to common
shares. Series G preferred shares have the right to vote based on four times
their conversion rights to common shares.
Conversion to Common Shares
Preferred stock is convertible to shares of common stock and common stock
equivalent voting rights as of July 31, 2002 and 2001 as follows.
July 31, 2002
Voting Right Preferred
Preferred Shares Conversion Common Shares Ratio of Equivalent
Outstanding Ratio Issuable on Conversion Preferred Voting Rights
----------------- ----------- ---------------------- ------------ -------------
A 813 1:4,259 3,462,567 4,259 3,462,567
D 888 1:l,667 1,480,296 9,167 8,140,296
F 1,240 1:2,000 2,480,000 2,000 2,480,000
G 10,000 1:8,000 80,000,000 32,000 320,000,000
---------------------- -------------
87,422,863 334,082,863
---------------------- -------------
July 31, 2001
Voting Right Preferred
Preferred Shares Conversion Common Shares Ratio of Equivalent
Outstanding Ratio Issuable on Conversion Preferred Voting Rights
----------------- ----------- ---------------------- ------------ -------------
A 1,189 1:3,721 4,424,269 3,721 4,424,269
B 45 1:3,721 167,445 6,000 270,000
D 12,000 1:1,667 20,000,000 9,167 110,004,000
E 600 1:1,667 1,000,000 1,667 1,000,000
F 1,240 1:2,000 2,480,000 2,000 2,480,000
---------------------- -------------
28,071,714 118,178,269
---------------------- -------------
The Series A and B preferred provide that each share is entitled to an
additional conversion share to common stock based on a formula that reflects
increased market value of the common stock when the common shares have a market
price in excess of $2 but not greater than $12 per share.
F-15
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 7 - PREFERRED STOCK (continued)
Conversion to Common Shares (continued)
Preferred Series A, B, and C stock have a basic conversion rate of 1,000 shares
of common stock for every share of preferred stock. The conversion ratio to
common for Series A and B preferred stock is adjusted upwards depending on any
future issue of common shares at below $1.65 per share. The conversion rates for
Series A and B preferred stock were 1:4,259 and 1:3,721 preferred to common as
of July 31, 2002 and 2001, respectively. Preferred Series D and E have a basic
conversion rate of 1,667 shares of common stock for every share of preferred
stock. Preferred Series F have a basic conversion rate of 2,000 shares of common
stock for every share of preferred stock. Preferred Series G have a basic
conversion rate of 8,000 shares of common stock for every share of preferred
stock.
F-16
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 8 - NOTES PAYABLE
Current notes payable at July 31, 2002 and 2001 consisted of the following:
Creditor and Conditions 2002 2001
--------------------------------
Note payable to GMAC, interest at 13.99%,
secured by 2000 Plymouth Voyager,
payable in monthly installments
of $452.07 through April 28, 2006 $ 9,130 $ 17,767
Bruce Butcher, unsecured, interest at
8%, convertible to one share of common
stock per $0.80 of debt, due on
September 1, 2001 75,000 75,000
Joe Wozniak, unsecured, interest at 8%,
convertible to one share of common stock
per $0.80 of debt, due on demand.
See Note 11. 80,000 80,000
Keely Smith, secured by product
inventory of subsidiary, interest at
24%, due on September 25, 1998. Delinquent 60,000 60,000
Roy Schneiderman, unsecured, interest at
8%, due on March 15, 2000. -- 237,000
Total notes payable 224,130 469,767
Less current portion 218,479 455,135
Net long-term debt $ 5,651 $ 14,632
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Officer's Salary
The Company has a compensation agreement to pay its CEO a salary of $20,000 per
month. During the years ended July 31, 2002 and 2001, the Company's CEO forgave
$60,000 and $499,968 of accrued compensation, respectively, which were recorded
as capital contributions. See Note 4.
F-17
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 9 - COMMITMENTS AND CONTINGENCIES (continued)
Office Lease
------------
The Company maintains its administrative offices in Ketchum, Idaho under a lease
which expires in November 2002 and is personally guaranteed by the Company's
CEO. Lease payments for the years ended July 31, 2002 and 2001 totaled $70,903
and $96,880 respectively. The Company plans to renew the lease for one year on a
reduced level in the amount of $3,906 per month.
Equipment Leases
----------------
The Company leases two autos with monthly lease payments, which total $1,130.
The leases on the automobiles are for five years and are set to expire in May
2003.
Distribution Agreements
-----------------------
The Company has several agreements with distributors for the selling of product
with no ongoing commitment on the part of either party.
Merchant Service Agreement
--------------------------
The Company has an ongoing month-to-month merchant service agreement with Yahoo!
Store for internet sales of its products. The agreement calls for a hosting fee
in the amount of $50 per month, a monthly insertion fee in the amount of $0.10
for every product available from the Merchant's Store, a monthly transaction fee
equal to 0.5% of total revenue and a monthly revenue share fee equal to 3.5% of
network revenue. At July 31, 2002, there were no amounts owed under this
agreement.
Litigation
----------
Certain vendors of the Company are pursuing legal action for payment of overdue
amounts. The Company is working to resolve these issues. In management's
opinion, all reasonable amounts relating to these past due and disputed
liabilities have been accrued in the accompanying financial statements.
F-18
AQUA VIE BEVERAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2002 DRAFT
NOTE 10 - CONCENTRATIONS
During the year ended July 31, 2002, 63% of the Company's revenues were derived
from sales to one customer, a national supermarket chain.
NOTE 11 - SUBSEQUENT EVENTS
Stock Symbol Change
The symbol changed from AVBC to AQVB on September 3, 2002.
Reverse Stock Split
On September 3, 2002, the Company's common stock reverse split 1:20.
F-19
19
NOTE 11 - SUBSEQUENT EVENTS (continued)
Conversion of Note Payable
In September 2002, an $80,000 note payable together with accrued interest in the
amount of $16,000 was converted to 1,920,000 shares of common stock in the
Company. See Note 8.
Common Stock Issuance
A disputed liability was settled in September 2002 by the Company's issuance of
150,000 shares of common stock to a vendor. The fair value of this issuance has
been estimated at $36,000, and is accrued in the accompanying financial
statements under settlements payable.
20
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed since the third quarter.
Aqua Vie Beverage Corporation
FORM 10KSB Exhibit List
2.1 Auditor's letter April 10,
2001
4.1 Designation Series D November 15, 2000
4.2 Designation Series E November 15, 2000
4.3 Designation Series F July 27, 2001
SIGNATURES
In accordance with Section13 or 15(d) of the Exchange Act, the registrant causes
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Aqua Vie Beverage Corp.
(Registrant)
Date 11-13-01 By /s/ Thomas J. Gillespie
-------- --------------------------
Thomas J. Gillespie, CEO and President
Signature Title Date
/s/ Thomas J. Gillespie 11-13-01
----------------------- ------------------------ --------
Thomas J. Gillespie CEO, President, Director
21
CERTIFICATIONS
I, Thomas Gillespie certify that:
1. I have reviewed this annual report on Form 10-KSB of Aqua Vie
Beverage Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: November 19, 2002
22
EXHIBIT 99
CERTIFICATION OF CHIEF FINANCIAL OFFICER and CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Aqua Vie Beverage Corporation (the
"Company") on Form 10-KSB for the year ended July 31, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Periodic Report"),
I, Thomas Gillespie>, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1. the Periodic Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Periodic Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: November 19, 2002
part 2.......................
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market for Common Equity:
Aqua Vie's common stock is traded in the over-the counter market and prices are
quoted on the NASDAQ Bulletin Board. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.
Year Ended July 31, 2002 High Low
------------------------------------------------------
First quarter .095 .04
Second quarter .064 .02
Third quarter .06 .096
Fourth quarter .021 .003
Year Ended July 31, 2001 High Low
------------------------------------------------------
First quarter .572 .312
Second quarter .36 .065
Third quarter .155 .063
Fourth quarter .175 .065
There is one class of common stock and approximately 600 shareholders plus an
estimated 18,500 beneficial holders in street name. No dividends have been
declared and none are planned.
(b) Sales of Unregistered Securities:
(b) Sales of Unregistered Securities:
7
Year Ending July 31, 2000:
During the fiscal year ending July 31, 2000 the Company issued unregistered
securities as follows: In September 1999 under Rule 701, to a group of 7
employees, consultants and for professional services, the Company issued a total
of 896,500 shares of common stock. Also in that month the Company issued 250,000
shares as part of the merger transaction with the Barhill Company. During the
fiscal year accredited investor E. Hamlin was issued at total of 1,261,000
shares for various cash investments totaling and consulting services; accredited
investor R. Schneiderman received 1,115,000 shares for various cash investments
and for consulting services (please see Financial Statement). Also during the
fiscal year another 12 accredited investors for services and cash totaling
$148,900 received 1,042,400 shares. The President of the Company in July 2000
received 300,000 shares for services. Two pre-incorporation accredited investors
received 179,000 shares for their previous involvement. The Company issued 200
shares of Series C preferred to an accredited investor for the investment of
$100,000 that that preferred was convertible into 200,000 shares of the Company.
The five holders of Series A preferred stock converted during the a year portion
of their preferred holdings for 2,580,851 shares and the holder of the Series B
preferred stock converted a portion of their holding for 644,000 shares. The
company relied on regulation D for the above transactions.
Year Ending July 31, 2001:
During the fiscal year ending July 31, 2001 the Company issued unregistered
securities as follows: The President of the Company received 300,000 shares of
common for services; in August and October a product broker received a total of
150,000 shares as part of his broker agreement with the Company; in April 2001
two individuals received 230,000 shares as settlement for pre-incorporation
assistance; in May an advertising agency received 1,500,000 shares and
accredited investor R. Schneiderman received 500,000 shares in July 2001 for
consulting services the total value received was $321,600. Accredited investor
R. Schneiderman received 850,000 shares in October for conversion of debt owed
to him in the amount of $340,850. The five holders of Series A preferred stock
converted during the year a portion of their preferred holdings for 4,614,123
shares of common and the holder of the Series B preferred stock converted a
portion of their holding for 16,442,642. In February 2001 the holder of the
Series C preferred converted his position for 200,000 shares of common. In
November 2000 the Company issued to the Brace Trust, holders of the Series B
preferred, 12,000 Series D preferred for the investment of $1,200,000 which
preferred carried certain provision including a conversion rate adjustment
dependent upon future common stock issuances below a certain value and a
increase conversion based on market success of the Company and 600 Series E
preferred to a former employee for the investment of $60,000 which preferred
could be converted for 1,000,000 shares of the common stock of the Company. In
July 2001 the Company issued 1,240 shares of the Series F preferred for the
investment of $124,000 that could be converted into 2,480,000 shares of the
common stock of the Company. The company relied on regulation D for the above
transactions.
8
Year Ending July 31, 2002:
During the fiscal year ending July 31, 2002 the Company issued unregistered
securities as follows: Accredited investors E. Hamlin and R. Schneiderman
received in January and April a total of 5,300,000 for conversion of debt owed
in the amount of $237,000 plus interest. In August and September 2001 three
individuals received a total of 425,000 shares for services, one individual
received 20,000 shares as settlement for pre-incorporation assistance and an
employee was issued 25,000 shares for services the total value for these 470,000
shares was $11,750. Also during the year three individuals were issued a total
of 240,000 shares for a prior existing claim and to settle their lawsuit. During
the year the four holders of Series A preferred stock converted a portion of
their preferred holdings for 1,601,611 shares of common and the holder of the
Series B preferred stock converted their remaining portion of their holding for
191,236 shares April. In May and June the holder of the Series E preferred
converted their position for 1,000,000 shares of the common stock of the
Company. In July 2002 the Company issued to the President the Series G preferred
as part of the transaction where he forgave a total of $800,000 in past debt and
accrued compensation owed to him by the Company. The Series G preferred is,
initially convertible into 80,000,000 shares of the company and the terms of
this preferred include certain provisions including a conversion rate adjustment
dependent upon future common stock issuances below a certain value and an
increase conversion based on market success of the company and in addition a
super voting position of 320,000,000 common shares based on the maximum
allowable conversion of this series of preferred based on certain market
increase in stock price. The company relied on regulation D for the above
transactions.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Matters discussed herein, contain forward-looking statements that involve risk
and uncertainties. This is particularly true as it relates to comments about the
development and funding of Aqua Vie's future production capability, expectations
about profitability, and new product introduction. Results may differ
significantly from results indicated by forward-looking statements.
Factors that might cause some differences, include, but are not limited to: (1)
changes in general economic conditions, including but not limited to increases
in interest rates; (2) government regulations affecting customers and the
bottling process for products; (3) the potential for product recall and related
non-compliance issues by third parties;(4) similar products competing for shelf
space and market share in the bottled water industry; (5) the ability of Aqua
9
Vie to successfully bring new products from their development stage into full
and profitable production and sales; (6) Aqua Vie's ability to raise sufficient
debt and/or equity capital to implement its business plans; (7) the occurrences
of incidents that could subject Aqua Vie to liability or fines; (8) the ability
of Aqua Vie to attract the needed networks for product distribution, and secure
the shelf space in stores necessary to achieve sales forecasts.
INTRODUCTION
In fiscal year 2001, the Company initiated a targeted supermarket sales program
with the Albertsons divisions of Northern and Southern California, Arizona, and
Nevada. These arrangements required substantial slotting fees (one time fees to
stores), to be paid in order to secure shelf space and provided for the
company's products being featured in approximately 1,200 Albertsons stores in
California and adjacent States. The Company also negotiated supermarket sales in
the Raleys, Knob Hill, Savemart and other chains in the same general regions. At
that time the strategy was to specifically focus on mass markets and chain
grocery sales in the limited geography of greater California, and later utilize
these sales to penetrate additional regions, such as Texas, where Albertsons
also had a strong presence. As the Company's available capital was limited, and
the public capital markets continued their steep decline, the Company also
attempted to secure additional financing for working capital, inventory and
production.
In March, 2001, the Company secured a financing arrangement with their
co-packer, Lyons Magnus of Fresno CA., whereby the cost of the bottling
production would be secured by the finished inventory. This financing of new
inventory was to be further secured by a guarantee from one of the Company's
larger shareholders (not affiliated with management), who had a close personal
relationship with the Management of Lyons. The sales and marketing plan for
supermarket penetration depended on the Lyons financing arrangement providing
adequate growth production in advance, so that there would be sufficient
inventory to meet the sales orders from the chain grocers (such sales orders
often required short lead time before shipment). Supermarket sales of this type,
were estimated, would produce a modest profit, but also had the advantage of
producing higher gross revenues, and the consequent increased levels of
marketing and advertising.
The Lyons arrangement was only able to fund a limited amount of early production
due to the inability of Lyons and the guaranteeing shareholder to come to terms
over the scope and form of the guarantee. This difficulty was further aggravated
by a declining business climate which it is believed affected Lyons willingness
to take a credit risk, as well as a delayed submission of re-orders from
Albertsons due to their internal system of forwarding reorders from stores to
the central ordering facilities.
10
During the summer of 2001, as the seasonal demand for the company's products
began to increase, the Company attempted to somewhat "restrain" large chain
grocery sales opportunities because of the uncertainty over whether Lyons would
honor the financing arrangements it had made. The Company was not willing to
risk entering into a situation where its marketing efforts created increased
demand, without the inventory being available to satisfy that demand. Management
determined that if that risk occurred, it would have severe difficulty
re-opening those sales outlets when quality production was secured, due to a
loss of credibility with store management. Ultimately in late summer 2001, the
Company reached a settlement with Lyons which provided for very limited
additional production financing, with the balance on a "cash and carry" basis.
These arrangements, which included a provision for an increased level of quality
assurance to maintain preservative-free products, are still in place today.
As it became evident that the Company could not count on additional production
of inventory being financed, simultaneous with the general shock and economic
spiral that the capital markets encountered following the tragedy of 9/11/01,
management chose to maintain a "holding pattern" while attempting to secure new
production financing and shifted the focus on the long term sales development of
it's products within the natural foods retail markets, with particular emphasis
on the newly emerging "all-natural, store within a store" divisions within major
retail grocery chains.
During the second half of 2002, the Company has continued to develop a unique
sales niche within all-natural divisions of major retail grocery chains shipping
products to over 500 grocery chain stores with "all-natural stores within
stores" in 17 states, and is additionally entering the all-natural health food
retail markets (health food stores), being distributed by the two largest
all-natural food distributors in the U. S.
The Company has further accelerated the development of two new lines of water
beverages; a line of flavored water beverages for children called PurePlay, and
a line of non-alcoholic wines made from spring water called Eau Vin, both are
expected to be available at retail in 2003.
The Company believes that higher profit margins attainable in specialty sections
offset the lower general grocery revenues and substantial new product and
slotting introduction costs. Because the products represent the first
"all-natural", preservative-free flavored bottled spring water available, less
initial marketing expense is needed to distinguish it from many generally
competing products. Finally, it is also anticipated that when the capital
markets improve it may be easier to secure funding from investors for an
"all-natural" preservative-free company.
With a proven sales execution in the natural foods sections of large stores, and
with additional new distribution and continuous product availability through
natural foods sales, Management believes that the caution exercised in promoting
general retail sales during late 2001 into fiscal 2002, while it severely
dampened overall sales, preserved those sales for the future while the company
pursued a natural food strategy.
11
While transitioning through a re-orientation in sales strategy, the Company also
considered means to improve overall gross profits on sales. The Company recorded
revenues of $151,924 in fiscal 2000, $912,000 in fiscal 2001, and $162,809 in
fiscal 2002. Gross profit on sales was respectively $(80,434), $107,936, and $
(19,204). Management believes that the improvement in profit relative to similar
sales levels in 2000 and 2002 was due to the experience it gained in cost
control and pricing during that period, and it is hoped that this experience
will enable higher gross profit relative to sales in 2003 than the 12% that was
achieved in 2001. While the Company's success in improving profits through
improved cost control and higher profits margins through specialty sales
strategies will only be determined by experience, Management believes that the
parameters are in place for improved margins as the new sales strategy develops.
While maintaining general sales and developing the introduction of the products
into the all-natural chain market, the Company received a series of small
production and working capital financings from a shareholder (not affiliated
with management).
The Company is in the process of seeking additional capital in the form of
either secured debt, factoring, and/or equity funding. The Company seeks to
secure an initial $2.2 million for immediate inventory growth support, working
capital and marketing as it consistently develops the sales base within each
targeted market. Management believes the relative costs for such capital may be
high initially, however with consistent growth and a proven track record of
sales within this new market, it is anticipated the costs of such financing will
become commercially acceptable. While parties have shown interest in such
financing arrangements the Company presently does not have a firm commitment for
the $2.2 million that management believes will be required for the rest of 2003.
PLAN OF OPERATION: During the last fiscal year Aqua Vie continued establishing a
market presence for its line of Hydrators, the lightly flavored spring water
beverages. Throughout calendar 2002, this effort has been concentrated
exclusively through all-natural retailers and major retailers who exclusively
maintain all-natural departments within their stores.
Given Aqua Vie's market distribution presence, frequently based upon
introductory fee and promotion arrangements with distributors or directly with
major grocery and convenience store chains, its relationship with its co-packer,
and the present production and overhead cost structure, adequate levels of
profitability can be achieved in a timely fashion given adequate bridge
financing. The immediate solution to profitability in this early growth scenario
rests with Aqua Vie obtaining the adequate bridge financing to rapidly increase
initial production to meet the increased product demand available within the
account base the Company has presently secured shelf space, while building brand
awareness through consumer marketing programs.
12
In the future Aqua Vie expects to improve margins through economies of scale,
and by introducing new products that management believes will support higher
gross margins, even in today's competitive market environment. The first new
product line expected to be introduced in 2003, is line of Hydrators especially
designed for children. Subsequently, multi-flavor line of non-alcoholic wine
made from spring water is planned. It has been designed to satisfy the desire
for a glass or bottle of wine or champagne, without the presence of alcohol or
preservatives.
Aqua Vie's product line contains no directly patented or patentable features or
components. Copyrighting, trade marking and the use of trade secret techniques
and formulations are utilized extensively. Aqua Vie uses
non-disclosure/non-compete agreements with employees, suppliers and co-packer
bottlers. At present the company has not issued any licenses, franchises,
concessions, royalty agreements or labor contracts, though future development
may include such actions being incorporated into the corporate strategy.
Aqua Vie continues to offer information about its products and a subscription
service on its Internet site. Aqua Vies revenue from Internet sales remains a
small portion of current revenue but it is projected to be an important part of
future revenue. Management intends to expand and develop marketing of Aqua Vie
beverages through the Internet.
To date, the means and ability to obtain meaningful sales volume is in place,
with product on the shelves in over 500 major chain retail grocery and
convenience store outlets. The Company has recently engaged a Quality Assurance
specialist and a comprehensive co-packer line and production inspection system
and audit program. It is believed these inspections and oversight will ensure
salable quality and assist the Company in maintaining delivery schedules.
Subsequent to the fiscal year end, the Company obtained the services of parties
that had been directly involved in the Hydrator product design and development,
including the quality assurance standards, protocols and procedures.
LIQUIDITY AND CAPITAL RESOURCES: Aqua Vie's current capitalization is not
sufficient to meet the necessity of maintaining a company presence and to fund
the production of the anticipated growth in orders and apparent market
acceptance.
Company capital resources have traditionally been used for promotion, sales
support, slotting fees, inventory support and general administration as more
particularly described in prior filings. The Company has devoted substantial
resources in the past several years and during the current year to inventory
support in the expectation that sales would in part offset other working capital
requirements and would thus result in less dependence on additional capital
resources.
13
The Company is currently engaged in seeking new sources of inventory and general
working capital financing in the approximate amount of $2.2 million to support
the sales which it believes it can effect in 2002 and 2003 in the outlets in
which it has had product presence. The market for finance for developing
companies has been difficult in the past several months particularly as a result
of the September 11, 2001 Terrorist attack but management believes that climate
has now begun to show some improvement and is cautiously optimistic about
additional financing possibilities.
In fiscal 2002 the Company realized $178,756 in financing activities compared
with $1,368,473.00 in 2001. This reflected the extremely difficult capital
markets in 2002. As previously discussed this was a major factor in Management
decision to maintain a "hold fast" sales strategy to maintain market presence
with minimum capital expenditure in 2002. Please see the statement of Cash Flows
for additional information.
RESULTS OF OPERATIONS:
General and administrative, legal and accounting expenses were $1,476,287 in
2002 compared to $2,299,803 in 2001. All categories decreased except
depreciation. remained proportionately unchanged from the previous year.
14
For those without an edgar account
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended July 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Transition period from____________________ to _____________________
Commission file number 0-24801
AQUA VIE BEVERAGE CORPORATION
(Name of small business issuer in its charter)
Delaware 82-056425
-------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 6759 333 South Main Street Ketchum, Idaho 83340
-------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (208) 622-7792
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
---------------------------- -------------------------------------------
Securities registered pursuant to Section 12(g) of the act:
--------------------------------------------------------------------------------
(Title of class)
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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of regulation
S-B is not contained in this form, and incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB ( )
State issuer's revenues for Its most recent fiscal year $162,809.00 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.
On October 24, 2002 the aggregate market was approximately $
2,400,000.00.
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliated on the basis of reasonable
assumptions, if the assumptions are stated.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YE ARS)
check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13, or 5(d) of the Exchange Act after the distribution of
securities under a plan confirm by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares
outstanding of each of issuer's classes of common equity, as of the latest
practicable date. Approximately 7,107,065 million shares outstanding on October
31, 2002.
1
DOCUMENTS INCORPORATED BY REFERENCE:
IF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE, BRIEFLY DESCRIBE THEM
AND IDENTIFY THE PART OF THE FORM 10-KSB (e.g., Part I, Part II, etc.) into
which the documents incorporated: (1) any annual report to security holders; (2)
any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification Transitional Small
Business Disclosure Format (Check one):
Yes [ ] No [X]
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
The Company
Aqua Vie Beverage Corporation, a Delaware Corporation, ("Aqua Vie") was
incorporated on July 29, 1998 and was initially a wholly owned subsidiary of
BEVA ("BEVA") Corporation, which had been incorporated in Delaware in 1990. A
merger procedure under Section 251(g) of the Delaware Corporate Code in October
1998 resulted in Aqua Vie becoming the parent, and BEVA becoming the wholly
owned subsidiary, with the former shareholders of BEVA becoming by action of law
the shareholders of Aqua Vie. BEVA retained certain liabilities it had prior to
this procedure, but is now inactive. BEVA had been originally acquired in a
Chapter 11 Bankruptcy proceeding.
BARHILL EXCHANGE: Pursuant to an agreement and plan of merger dated August 31,
1999 between Barhill Acquisition Corporation (Barhill), a Delaware corporation,
and Aqua Vie Beverage Corporation, all outstanding shares of common stock of
Barhill were exchanged for 250,000 shares of common stock of Aqua Vie in a
transaction in which Aqua Vie was the surviving company. Barhill had no assets,
liabilities, or history of operations. This transaction is more fully described
in Form 8-K/A dated October 28, 1999.
BUSINESS OF ISSUER:
PRODUCTS: Aqua Vie Beverage Corporation is a development-stage company that
develops, manufactures, and markets all-natural beverages. The Company has
developed a category of beverages called "water beverages", that includes
Hydrators(TM), a line of spring water beverages that encourages personal
hydration, "Eau Vin"(TM) a line of non-alcoholic wines and champagne made from
spring water, and PurePlay(TM) a line of spring water beverages for children. Of
these, seven flavors are currently in production of its Hydrator line.
2
PROCESS: Aqua Vie presently enters into long term contracts with specialized
beverage co-packing companies, to produce all of its product lines, utilizing a
bottling filler technology that provides for all-natural beverage ingredients to
be bottled in Polyethylene Terephthlate (PET) plastic bottles, a universally
accepted container/vehicle for bottled water. This aseptic filling technology
protects the desired attributes of the all-natural ingredients, resulting in the
exclusive, all-natural product lines that have been developed by Aqua Vie, all
without preservatives. All Aqua Vie production is currently outsourced to a
commercial bottler in Fresno, CA, Lyons Magnus Company.
Spring water is cold filtered with micron filtration so fine that it can remove
bacteria from water, and is then combined with crystalline fructose, and
all-natural flavors and fragrances that undergo the same filtration process. No
artificial ingredients or preservatives are used, and the entire process is
reviewed for Kosher certification. The products are then aseptically bottled
into distinctive shrink wrapped PET plastic bottles. They are sealed for
freshness, capped with a sports cap and then sealed with a tamper-proof outer
seal.
Although a more expensive process than non-aseptic bottling which requires a
higher wholesale price for the same profit than non-aseptic bottling, aseptic
PET bottling provides for the complete sterilization of a PET bottle and its
contents, without the addition of preservatives. Traditional bottling processes,
that utilize preservatives, are believed to destroy a substantial amount of the
natural attributes of spring waters and all-natural ingredients
2
and all-natural beverages during the bottling process and can affect the quality
of color, taste, and aroma, as well as many nutritional elements including
vitamins and minerals. Aqua Vie's PET aseptic process retains natural nutrients
of spring water.
When Aqua Vie's aseptic research began in the early 1990's, there was one
aseptic/PET beta test site in the United States capable of processing Aqua Vie's
new "water beverages", which Aqua Vie employed as its first domestic co-packer,
Lyons Magnus, Fresno California, which is still the domestic co-packer for the
Company. Presently, numerous PET/aseptic production facilities are starting up
in the US and Europe with equipment manufactured by several large manufacturing
companies.
Aqua Vie has designed all facets of the retail packaging systems for its product
lines to accommodate high-speed production in bottling facilities in the U. S.
as well as Europe, for both the co-packer and company owned equipment. Aqua Vie
is believed to be the first company to introduce the use of a poly-shrink,
full-body label on a PET plastic bottle, and in doing so created a system that
can be applied by readily available commercial labelers onto a
consumer-acceptable, generic PET bottle. Production has been in cases of 24
bottles, but acquisition of new bottling machinery is intended to permit
production of 12 bottle cases as well. The smaller cases are required for
certain new markets the Company is presently shipping new product too.
Aqua Vie has developed a comprehensive quality assurance system for use in the
bottling process. Aqua Vie currently utilizes quality control consultants for
production runs with its bottler in Fresno, CA. The Bottler is required to
adhere to the quality assurance manual as part of its bottling contract. Bottler
adherence to Aqua Vies' QA manual, when strictly followed, is intended to assure
exceptional product quality.
Aqua Vie maintains a small administrative staff, and relies on outsourcing of
production, labeling and shipping, and utilization of sales and marketing
consultants. Aqua Vie has a total of 19 employees, consultants, and sales
agents, 5 of which work full time.
DISTRIBUTION OF THE PRODUCT: The Company utilizes sales and marketing
consultants, and food brokers in its target markets that focus their efforts on
a pre-determined network of chain retail grocery such as Safeway supermarkets
and Shaws Markets that have well defined all-natural departments within their
stores (frequently called store-within-a-store. Independent distributors who
sell to, and service stores within the all-natural food industry, distribute the
product at store level. Aqua Vie offers information about its products and a
product purchasing and a subscription service on its Internet site.
4
AQUA VIE'S Distribution and PLACE IN THE MARKET: Aqua Vie Hydrators product line
bridges two primary market categories in the beverage industry: soft drinks and
bottled water. Standard & Poor's Foods & Nonalcoholic Beverages Industry Survey,
May 2000, reports, "U.S. retail sales of the five major nonalcoholic refreshment
beverage categories totaled approximately $81.7 billion in 1998 (latest
available), up 2.8% from 1997's level, according to Beverage World magazine.
These categories are soft drinks ($54.3 billion), fruit beverages ($17.5
billion), bottled water ($5.2 billion), ready-to-drink tea ($2.5 billion), and
sports drinks ($2.3 billion)." Aqua Vie has entered the market with what is
believed a unique packaging and product to establish a new market segment for
all-natural flavored water that does not use preservatives or artificial
sweeteners.
Seven flavors of Hydrators beverages are currently produced and available for
sale. Two new product lines are presently under development and expected to be
available in 2003. Fees and promotions are often required to be paid to induce a
store or chain to reserve shelf space for a new product. Other devices may also
be required, such as provision of free promotional product. There are no
long-term agreements with any distributor or purchaser at this time.
COMPETITION:
The Company believes its products do not have any direct competition in the
natural foods market. However, several large and well-financed beverage
companies compete in the over-all beverage market, including Coke and Pepsi
which offer carbonated, as well as non-carbonated beverages (Coke, Pepsi, Sobe,
Gatorade).
Suppiers:
The company's principal suppliers include Danisco-Coulter (flavors and
fragrances), and Seal-It, New York (shrink labels for bottles).
GOVERNMENT APPROVAL: Other than normal corporate registration and licensing the
Company does not need any additional and/or unique government license or permit.
The food and beverage industries are highly regulated and subject to many
federal and state government rules, regulations and oversight but compliance is
usually part of the service furnished by the bottler under the bottling
production contract. As to any future possible government regulations it is
believed that if any are ever imposed that they will be broad market pervasive
and of general application to all members of the beverage industry. Government
regulations in the food industry are significant due to the possibility of
recall if non-compliant, which can damage the product reputation and severely
affect revenues.
5
The Company is constantly considering new flavors, revision of existing flavors,
and new products but has not maintained an R&D budget dedicated to that purpose.
The Company relies on trade secret protection, copyright and trademark, and does
not relay on any licenses, franchises, or concessions, and pays no royalties. It
is not a party to any labor agreements.
ITEM 2. DESCRIPTION OF PROPERTY.
Aqua Vie leases approximately 2,828 square feet of office space in Ketchum,Idaho
for its corporate headquarters. The lease runs until November 30, 2002. Lease
payments for the past year totaled $37,896.00. The renewal lease is expected to
be approximately $4,892.00 per month. The company maintains three automobile
loans, outsources all production costs for its beverage products, and ships
finished goods from the packer to independent distribution warehouses servicing
accounts in 17 states.
ITEM 3. LEGAL PROCEEDINGS.
There are a number of routine litigations involving claims against the company
for past-due accounts payable, which are considered normal for a company at this
stage of development and not of any consequence in the opinion of the
registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company submitted two Information Statements with respect to consent actions
proposed to be taken during the last quarter of the fiscal year. Consent actions
do not require a vote of the shareholders aside from the consent of the majority
shareholders under Delaware law. One consent action referred to an increase in
authorized capital, the other to authorization to amend the Articles of
Incorporation to combine common shares. Both actions were undertaken subsequent
to the end of the fiscal year by filing the appropriate amendments with the
State of Delaware. The increase in capital was taken as proposed in the
Information Statement. The combination selected was 20 common shares to one
common share. Please see the SEC web site, twww.sec.gov for the Company
definitive information statement filings on this topic, and the shareholders,
which may have voted therefore.
6
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10QSB is out as of today.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
Are you getting the car in Milwaukee Robert?
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
I am just waiting for the title to arrive here, then I will be riding the train to Milwaukee. I am hoping to have all the paperwork in order by the 12th, and head down on about Saturday the 16th.
I travelled through the area this summer for the first time on my way back from NYC (where I also bought a car,lol). I'll be able to start my own wrecking yard up here soon.
Robert
When are you going to be in GB Robert??
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
current price of 31 cents, scattered sightings still being mentioned. Appears there were some 'new' shares flowing last week, I wonder if they are from services paid for with stock or if they are direct from the company. All in all, still appears to be more happening right now then in the past and the future is more optimistic then past years.
Robert
Hey Frank, I am coming down to GreenBay to pick up a car I bought. Isn't that a riot!
current price 38 cents.
Just thought that someone should put a post here for historical reference in the future.
I could have bought at 3, I could have bought at 7, and I even hesitated at 14 cents. Now it is sitting close to 40 cents and I am sad because i could have made another 3-5 bagger if I had just got some money into the old trading account a little faster.
I guess I will hang on to my www.aqvb.com for a little bit longer and see how this latest turn of events unfolds.
Robert
Aqua Vie Hydrators . . . Retail Availability in Select Vons and Pavilions Expands Presence in California
25 Sep 2002, 05:59am ET
E-mail or Print this story
- - - - -
KETCHUM, Idaho--(BUSINESS WIRE)--Sept. 25, 2002--Aqua Vie Beverage
Corporation (OTCBB:AQVB) announced today that the company's
all-natural, lightly flavored spring water Hydrators(TM) will be
available in select Vons and Pavilions stores throughout Southern
California during the first week of October and in additional Safeway
stores throughout northern California during the week of October 8.
Additional retail outlets throughout the state of California will
follow.
Expanded product availability in California complements the
company's retail presence in the U.S. Northeast, the Pacific
Northwest, Illinois, Texas, and the Washington, D.C./Maryland markets.
Aqua Vie's preservative-free Hydrators are entering these markets
through all-natural channels, including regional grocery chains that
feature the "store-within-a store" concept to showcase all-natural,
preservative-free products.
"Consumption of bottled water in California continues to set the
pace for the rest of the country, and we are pleased with consumers'
enthusiasm for Aqua Vie Hydrators(TM) as a healthful water beverage
the whole family can enjoy," said Thomas Gillespie, president and
chief executive officer.
Vons is the leading grocery retailer in Southern California. Today
the Vons operation, which includes Pavilions stores, is now a part of
the Safeway family of companies. Vons stretches from San Diego to
Fresno, from Clark County, Nevada to the Pacific. With over 300
stores, Vons serve millions of Southern Californians and Nevadans.
Aqua Vie Beverage Corp. develops and markets Hydrators(TM),
all-natural, lightly flavored, still (noncarbonated) bottled spring
water. The company's low-calorie, flavored fitness waters are
bacteria-free and contain no preservatives. Aqua Vie produces and
markets the Hydrator(TM) line of flavored spring water throughout the
Unites States. This beverage line, comprised of seven low-calorie,
all-natural beverages are lightly flavored, packaged in half-liter
bottles, and designed to increase adults' and children's consumption
of water, naturally. The underlying technology also serves as the
delivery system for Aqua Vie's new line of children's flavored spring
waters called PurePlay(TM). Other Aqua Vie trademarks include Eau
Vin(TM) (nonalcoholic wine and champagnes made from spring water). For
further information about Aqua Vie Beverage Corp., visit the company's
web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly
historical are forward-looking within the meaning of the safe harbor
clause of the Private Securities Litigation Reform Act of 1995. The
company makes these statements based on information available to it as
of the date of this news release and assumes no responsibility to
update or revise such forward-looking statements. Editors and
investors are cautioned that forward-looking statements invoke risk
and uncertainties that may cause the company's actual results to
differ materially from such forward-looking statements. These risks
and uncertainties include, without limitation, demand for the
company's product both domestically and abroad, the company's ability
to continue to develops its market, general economic conditions, and
other factors that may be more fully described in the company's
literature and periodic filings with the Securities and Exchange
Commission.
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, 208/622-7792
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
KEYWORD: IDAHO CALIFORNIA
INDUSTRY KEYWORD: CONSUMER/HOUSEHOLD FOODS/BEVERAGES RETAIL
SUPERMARKETS PRODUCT
SOURCE: Aqua Vie Beverage Corporation
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
Copyright 2002, Business Wire
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
Here in Canada we are currently undergoing revision in our outdated legislation regarding the bottled water industry. Here is a link to the gov't paper on the subject that is currently under review.
Health Canada's discussion paper on new regulations for bottled water: hc-sc.gc.ca/food-aliment/friia-raaii/frp-pra/water-eau/e- rfr-bottle-water-tofc.php
Robert
www.AQVB.com
is now for sale or lease. No response from anyone at AQVB to the emails I have sent to them. I even offered to set up a website for them at www.AQVB.com strictly to disseminate investor information to shareholders, but they are either disinterested or too busy bottling water to care.
Either way, I will make a decision as to the future of that domain name before the end of the month. If anyone is interested in it feel free to email me. That includes Tom if he happens to be reading the threads here at Ihub, LOL.
Robert
million@canada.com
Aqua Vie Hydrators . . . Retail Availability Expands to Northeast
17 Sep 2002, 06:01am ET
E-mail or Print this story
- - - - -
KETCHUM, Idaho--(BUSINESS WIRE)--Sept. 17, 2002--Aqua Vie Beverage
Corporation (OTCBB:AQVB) announced today that retail availability of
the company's all-natural, lightly flavored spring water Hydrators(TM)
is expanding to the Northeast and that product is expected to become
available through Shaw's Supermarkets and Wild Harvest Natural Stores
by month-end, with other regional retail outlets soon to follow.
This expanded retail distribution follows announcements of Aqua
Vie's availability in the Pacific Northwest, Illinois, Texas, and the
Washington, D.C./Maryland markets. Aqua Vie is entering these markets
through all-natural channels, including regional grocery chains that
feature the "store-within-a store" concept to showcase all-natural,
preservative-free products.
"Aqua Vie Hydrators are a natural fit for the preservative-free
product environment, where they are being recognized as a healthful
water beverage the whole family can enjoy and a dynamic alternative to
plain water," said Thomas Gillespie, president and chief executive
officer. Shaw's Supermarkets, Inc. operates stores throughout Maine,
Massachusetts, New Hampshire, Rhode Island, Connecticut and Vermont,
serving more than 2 million customers each week. Wild Harvest is a
"store-within-a-store" all-natural grocery chain.
Aqua Vie Beverage Corp. develops and markets Hydrators(TM),
all-natural, lightly flavored, still (noncarbonated) bottled spring
water. The company's low-calorie, flavored fitness waters are
bacteria-free and contain no preservatives. Aqua Vie produces and
markets the Hydrator (TM) line of flavored spring water throughout the
Unites States. This beverage line, comprised of seven low-calorie,
all-natural beverages are lightly flavored, packaged in half-liter
bottles, and designed to increase adults' and children's consumption
of water, naturally. The underlying technology also serves as the
delivery system for Aqua Vie's new line of children's flavored spring
waters called PurePlay(TM). Other Aqua Vie trademarks include Eau
Vin(TM) (nonalcoholic wine and champagnes made from spring water). For
further information about Aqua Vie Beverage Corp., visit the company's
web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly
historical are forward-looking within the meaning of the safe harbor
clause of the Private Securities Litigation Reform Act of 1995. The
company makes these statements based on information available to it as
of the date of this news release and assumes no responsibility to
update or revise such forward-looking statements. Editors and
investors are cautioned that forward-looking statements invoke risk
and uncertainties that may cause the company's actual results to
differ materially from such forward-looking statements. These risks
and uncertainties include, without limitation, demand for the
company's product both domestically and abroad, the company's ability
to continue to develops its market, general economic conditions, and
other factors that may be more fully described in the company's
literature and periodic filings with the Securities and Exchange
Commission.
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, 208/622-7792
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
KEYWORD: IDAHO MAINE MASSACHUSETTS NEW HAMPSHIRE RHODE ISLAND
CONNECTICUT VERMONT
INDUSTRY KEYWORD: FOODS/BEVERAGES RETAIL SUPERMARKETS PRODUCT
SOURCE: Aqua Vie Beverage Corporation
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
Thanks, Charlie. No, I am not surprised. I did expect it would be in at least a few stores in TX Wash DC and Baltimore, because the PR said it would be available the week it was issued, not the usual 30, 45 or 60 days.
Nope! Not in Randall's in the Flagship store (34th St)I checked unless they're bottling for some other name. But, honestly ~ I'm not surprised, are you?
Did not look yet. Been busier than a long-tailed cat in a room full of rocking chairs. Will try to get by the local Randall's tonight and report back.
CharleyMike - did you find any this time?
There sure are a lot of PRs again about product in Safeway affiliated stores now and within next 60 days (again).
As always, we won't know the truth until the quarterly filing for this period in December or Jan 2003.
I hope today's volume in AQVB becomes the norm and TG et. al. are unable to scam any more investors.
Aqua Vie Expands Distribution Into the Pacific Northwest
09/09/2002 06:00
Business Editors, Retail Writers
KETCHUM, Idaho--(BUSINESS WIRE)--Sept. 9, 2002--Aqua Vie Beverage Corporation (OTCBB:AQVB) announced today that Aqua Vie's Hydrators are now being distributed in the states of Washington and Oregon, where product is expected to be available in select Safeway and other natural product retailers over the next two weeks.
This follows announcements of Aqua Vie's availability in Illinois, Texas, and the Washington DC/Maryland markets this month, as the company broadens its distribution through the all-natural market and thereby gains a foothold in a preservative-free industry that has shown to be highly enthusiastic toward the Hydrator line of spring water beverages.
"With sales and distribution now underway in key regions of the U.S., we are moving to accelerate our marketing and advertising initiatives," said Thomas Gillespie, president and chief executive officer.
Aqua Vie Beverage Corporation develops and markets all-natural, lightly flavored, still (non-carbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corporation, visit the company's web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
even 8x13 isn't too bad considering I was estimating it to only reach .15
Heck, market cap of a couple hundred thousand, the shell is worth almost that amount.
Robert
Damn, I seen it hit 3x7 and went to the bank to transfer some money into the trading account, and when I got home it was back to 14x18. The 500,000 volume is interesting with the authorized sitting at only 5.5million. It must have been either a big chunk of the float or else new shares being sold from the TG treasury.
I guess I'll wait a day or two now and watch for it to settle a new base. Damn damn damn, I wish I would have been better prepared and pulled the trigger at 3 cents, I could have take a 5 bagger this afternoon.
Robert
ps. damn
There ya go Money. Already .04 X .07. down 70.83%.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
<<There will be a lot of unhappy people posting this month. Glad I'm not one of them.>>
Yep. Meeeee, too. I bailed a coupla' years back when it got P&D'ed up to my break-even. Somewhere around a buck if I remember right. I held on until I read a pr that said it was on the shelves of Randall's Food Markets in Houston. So, I went to buy some. I really liked the sample I had bought on the web.
Couldn't find it in any Randall's store within 10 or so miles. Mentioned that on the SI thread. Was informed that the distributor was (whoever it was at the time) Soooo I climbed into my pickup and went out to their warehouse off I45North. The help was loading trucks for the next days deliveries. They said they never heard of Aqua Vie. I figured management just hadn't told them yet.
So, today I see a post where Ol'Blue asks Matt to change the ticker and my curiosity is aroused. Wow, an RS and not just a normal RS but a killer. Sheesh! I'm congratulating myself on getting out at breakeven.
So I'm looking around and see a new PR that says it's on the shelves in Randall's throughout Texas! Ya' know what ~ I'm gonna' go look. I'd still buy a 6-pack or so.
If anyone is interested enough ~ I'll let you know what I find, or don't ~ whatever. Anyone?????????
It's already down 25%, Ask .17 bid .10 last trade .18 on a whopping 4,100 shares. Sad, Very sad.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
The part that really makes me groan is that they will be in stores in the next 60 days. That line is tagged into the PR's as often as the safe harbor clause.
I wonder if the news will help support the price from post reverse tremors, or if it is going back down again. Last 2 times I paid 7 cents for the stock, I'd sure like to pay that again. I better move some money over to the trading account today just in case.
Robert
KETCHUM, Idaho----(BUSINESS WIRE)--Sept. 3, 2002--Aqua Vie
Beverage Corporation (OTCBB:AQVB) announced that the company's
all-natural, lightly flavored spring water Hydrators(TM) are available
this week in the all-natural foods departments and
"store-within-a-store" sections of select Safeway stores in the
greater metropolitan Washington, D.C. and Baltimore areas, Dominick's
(Illinois), and Tom Thumb and Randalls stores throughout Texas.
"We expect to achieve a significant regional presence on the
shelves of these key retailers, which offer Aqua Vie an excellent
opportunity to showcase its Hydrators to consumers of
preservative-free-products," said Thomas Gillespie, president and
chief executive officer. "As big-budget national advertising campaigns
introduce bottled water consumers to other, preservative-laden
flavored waters, Aqua Vie is well positioned to establish top-of-mind
awareness among those unwilling to settle for something that is not
totally natural and preservative-free. These uncompromising consumer
attitudes bode well for Aqua Vie Hydrators," said Gillespie. He
indicated that the company looks forward to in-store availability in a
number of additional strategic markets over the next 60 days.
Aqua Vie Beverage Corp. develops and markets all-natural, lightly
flavored, still (noncarbonated) bottled spring water. The company's
low-calorie alternative beverages are bacteria-free and contain no
preservatives. Aqua Vie produces and markets the Hydrator (TM) line of
beverages in the United States and Europe. This beverage line,
comprised of seven low-calorie, all-natural beverages that are lightly
flavored and packaged in half-liter bottles, is designed to increase
one's personal consumption of water, naturally. The underlying
technology also serves as the delivery system for Aqua Vie's new line
of Children's Flavored Spring Waters called "PurePlay"(TM). Other Aqua
Vie trademarks include Eau Vin(TM) (non-alcoholic wine and champagnes
made from spring water). For further information about Aqua Vie
Beverage Corp., visit the company's Web site at www.aquavie.com.
I guess that makes it official.
The way I look at it, none of my stocks are up but at least my domain name has increased in value over the weekend. It will sure be interesting to watch how investors and the market react to the change.
I can just imagine some guy who bought in over the summer at .01 discovering it is at .24 and thinking he struck it rich only to discover that his 1 million shares are now reduced to 50,000 shares. There will be a lot of unhappy people posting this month. Glad I'm not one of them.
Robert
market news
--------------------------------------------------------------------------------
AVBC (OTCBB) AQUA VIE BEVERAGE CP
--------------------------------------------------------------------------------
Aqua Vie Begins Trading Under New Symbol; Broker/dealers: Please note symbol change from ``AVBC'' to ``AQVB''
MONDAY , SEPTEMBER 02, 2002 07:36 PM
KETCHUM, Idaho, Sep 2, 2002 (BUSINESS WIRE) -- Aqua Vie Beverage Corporation (OTCBB:AVBC) announced that the company's common stock will begin trading Tuesday, September 3, 2002, on the OTC Bulletin Board under the stock symbol "AQVB." Broker/dealers, please note symbol change from "AVBC" to "AQVB."
The stock symbol change follows a 1:20 reverse split, effective September 3, 2002, which pertains to all the issued and outstanding common shares, stock options, and warrants of the company. As a result of the stock split, which was authorized by shareholders pursuant to a notice filed with the Securities and Exchange Commission on July 8, 2002, the company currently has approximately 5.5 million shares of common stock outstanding.
Aqua Vie Beverage Corp. develops and markets all-natural, lightly flavored, still (noncarbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator (TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM) and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corp., visit the company's web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develops its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, 208/622-7792
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
URL: http://www.businesswire.com
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
Copyright (C) 2002 Business Wire. All rights reserved.
-0-
KEYWORD: IDAHO
INDUSTRY KEYWORD: FOODS/BEVERAGES
SOURCE:
Aqua
Vie
Beverage
Corporation
STOCK SYMBOLS: [(avbc)]
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
I just bought it the day of the announcement. I have been watching the stock very closely since spring, as soon as I knew that TG was reaching the limit of outstanding shares. I was waiting to see what trump card he would pull out to deal with the issue.
I was shocked to see BOTH an increase in the authorized and the reverse. I fully expected one or the other, but not both.
I last owned shares about 3 years ago, bought at 7 sold about 35 cents both times, but haven't seen much more than stock selling since that time. As much as I regret missing the run up above $1, I sure am glad I haven't owned it for the past few years.
I have been watching and waiting for some sign that things are going to change or take a new direction, and that TG is going to change his business plan. Unlike the last half a dozen times, I think there may be some positive efforts in the works. ( i have grown sick of hearing that from ever newby investor on RB for the last 3 years so I almost choke on those words,lol).
I guess the reverse will take the share price up to about .24 and I will start watching for an entry point. If there is a post reverse drop down to the mid-teens, I'll buy in. If not, I will watch and see what the end of the month brings and reevaluate my entry target. There might not be too many public shares for sale as the reverse will have screwed most everyone over and leave them with fractional blocks, but I'm sure TG will have some for sale on the market in good size blocks. I'll wait for them.
The domain has some good potential. Within 90 days I could have every search engine on the internet pointed at it for searches for AQVB, AVBC, aqua vie, water, spring water, etc. But I will wait and see what exactly is going on before I expend the effort.
Robert
LOL, That's funny. When did you buy that domain name? I sure do hjope that there is something to back up this R/S because if there isn't it will be right back to a penny P/S in no time. I have my doubts if this will ever be any more than a stock machine now. but that's just me. I wish every one who owns this good luck.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
Hey there Oldblue,
As much as I think that this reverse and symbol change is not beneficial to current shareholders in the short term, I know it is the only way that this company can move forward if it ever hopes to succeed.
Perhaps the symbol change will represent a new direction and help avbc to remove itself from its past failings and misdirected efforts.
The only thing I think that should have been different is the ratio. I think a larger ratio would have been more advantageous in the long run, but I guess we will have to wait and see what TG has in store for the future.
I own the domain name
www.AQVB.com
and have emailed TG advising him that he is welcome to use it to set up a comprehensive investors relations site providing links to quotes and financila info on AQVB. If he chooses not to use it, I may just set it up as a bulletin board site for investors in AQVB to post back and forth.
I'm travelling down near Ketchum this fall, I may stop in for a visit if I can arrange it. Who knows, the way things are going I may just have to buy some stock in this company one more time.
Robert
1 for 20 R/S 9/03/02.
http://www.otcbb.com/dailylist/history/bbdl_08302002.stm
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
FWIW, I have been given E-Mail confirmation that SMC is doing business with Aqua Vie beverage Corp. This E-Mail came from SMC.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
Aqua Vie Enters Distribution Channels in New York, Wisconsin
and California, as New Merchandising Program Gets Underway
Business Editors
KETCHUM, Idaho--(BUSINESS WIRE)--Aug. 13, 2002--
In-store product to receive major boost from merchandising experts.
Aqua Vie Beverage Corp. (OTC BB:AVBC) announced that, following the recent identification of at least two major distributors, the company's all-natural Hydrators(R) have entered distribution channels in New York, Wisconsin and California.
Retail availability in these geographic areas, through natural product superstore chains, independent natural products retailers and conventional supermarkets, is anticipated during August and September.
In conjunction with a broadening of its distribution, Aqua Vie has engaged the services of Storecast Merchandising Corp. to assist in a number of merchandising specialties, and to ensure the proper execution of the company's launch onto the shelves of retailers nationwide. Storecast, which services a variety of manufacturers and retail environments, has over 60 years' experience in the merchandising business and offers full national coverage through regional offices located in San Francisco, Los Angeles, Scottsdale, Chicago and Philadelphia.
"Getting product from manufacturer to consumer is a `push-and-pull' process requiring a considerable amount of specialized expertise to ensure quality execution," said Gillespie. "Storecast, with its responsive and intelligent approach to everything from plan-o-gram audits to point-of-purchase installation and promotional support, has an excellent track record and seems ideally suited to assist Aqua Vie in opening new markets," Gillespie said.
Aqua Vie Beverage Corp. develops and markets all-natural, lightly flavored, still (noncarbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corp., visit the company's Web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
--30--cla/se*
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, 208/622-7792
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
KEYWORD: IDAHO NEW YORK WISCONSIN CALIFORNIA
INDUSTRY KEYWORD: FOODS/BEVERAGES RETAIL SUPERMARKETS
SOURCE: Aqua Vie Beverage Corporation
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
United Natural Foods to Distribute All-Natural Aqua Vie
Hydrators in Northeast U.S.
http://quote.bloomberg.com/fgcgi.cgi?T=marketsquote99_news.ht&s=APUUTSRPmVW5pdGVk
Business Editors
KETCHUM, Idaho--(BUSINESS WIRE)--July 29, 2002--Aqua Vie Beverage Corp. (OTCBB:AVBC) Monday announced that United Natural Foods, Inc. (UNFI) will distribute Aqua Vie Hydrators in the Northeastern United States.
Initial distribution will include natural product superstore chains, independent natural products retailers and conventional supermarkets.
"United distributes to a number of key retailers in the region. As various brands of flavored waters are introduced throughout the remainder of the summer, UNFI will play an important role in penetrating a market of uncompromising consumers who demand purity without preservatives," said Thomas Gillespie, president and chief executive officer. "With a flavored spring water that is preservative-free -- as it should be -- Aqua Vie has a clear window of opportunity."
United Natural Foods is the largest publicly traded wholesale distributor to the natural and organic foods industry. With a product selection of more than 30,000 SKUs, the company is the primary supplier to over 7,000 customers in 50 states through its eleven distribution centers. United serves a wide variety of retail formats, including conventional supermarket chains, natural product superstores, and independent health food stores. United's distribution operations are divided into three principal regions: Eastern, Central (Rainbow Natural Foods) and Western (Mountain People's Warehouse).
Aqua Vie Beverage Corp. develops and markets all-natural, lightly flavored, still (noncarbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corp., visit the company's Web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
--30--BRM/se
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, 208/622-7792
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
KEYWORD: IDAHO
INDUSTRY KEYWORD: FOODS/BEVERAGES MARKETING AGREEMENTS
SOURCE: Aqua Vie Beverage Corporation
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
Aqua Vie Hydrators to be Available Throughout Northeastern U.S.
in Shaw's Supermarkets and Wild Harvest All-Natural Stores
Business Editors & Food/Beverage Writers
KETCHUM, Idaho--(BUSINESS WIRE)--July 24, 2002--Aqua Vie Beverage Corp. (OTCBB:AVBC) announced today that its all-natural, preservative-free Hydrators will soon be available throughout the northeastern United States in Shaw's Supermarkets and Wild Harvest all-natural stores. Availability through these retail outlets marks the beginning of critical-mass distribution in the region.
"The natural foods channel represents a tremendous opportunity for Aqua Vie, and the Northeastern United States is an important market," said Thomas Gillespie, president and chief executive officer. "Shaw's and Wild Harvest are well-established in the New England region and are an important component of the national market presence we intend to achieve during the next several months."
Shaw's Supermarkets, Inc. operates stores throughout Maine, Massachusetts, New Hampshire, Rhode Island, Connecticut and Vermont, serving more than 2 million customers each week. Wild Harvest is a "store-within-a-store" all-natural grocery chain.
Aqua Vie Beverage Corp. develops and markets all-natural, lightly flavored, still (noncarbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corp., visit the company's Web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
--30--ATR/se*
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, 208/622-7792
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
KEYWORD: IDAHO MAINE MASSACHUSETTS RHODE ISLAND NEW HAMPSHIRE CONNECTICUT VERMONT
INDUSTRY KEYWORD: RETAIL FOODS/BEVERAGES CONSUMER/HOUSEHOLD PRODUCT
SOURCE: Aqua Vie Beverage Corp.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
NT10Q has been filed by Aqua Vie.
http://www.nasdaq.com/asp/quotes_sec.asp?symbol=AVBC&selected=AVBC
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
Items 8 thru 11.
8
--------------------------------------------------------------------------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
During its first three years of existence (from inception to July 31, 2001), the Company accumulated a deficit of $5,901,501. In
the subsequent nine months ended April 30, 2002, the Company's accumulated deficit grew to $6,643,562 as the Company's
marketing and administrative expenses increased, creating a quarterly operating loss of $203,502.
At April 30, 2002, the Company's total assets of $555,304 were lower than the $629,064 reported at its July 31, 2001
year-end. The decrease was due primarily to a decrease in inventory to approximately $119,000 from approximately
$155,000, decreases in accounts receivable, and increases in accumulated depreciation and amortization. The Company's
current liabilities decreased from $1,072,480 at July 31, 2001 to $911,927 at April 30, 2002.
The Company began a program to seek production financing shortly before the September 11th event but was unable to
finalize commitments with interested investors at that time due to the market uncertainties which arose. In late January the
Company entered into an agreement in principle with a venture group to provide $1.2 million in bridge capital for the company's
operations and inventory requirements for 2002. To date, arrangements have not been finalized. The aforementioned delay in
capitalization of financing resulted in lower production and inventory levels, and a postponement of regional advertising
campaigns.
As uncertain conditions within the financial markets, and other factors continued to seriously affect the company's already
discounted stock price, the company chose to initiate a registration statement intended to be used in a registered offering
directed towards institutional investment within the U. S. and offshore this fall. The company also took steps to restructure its
sales and distribution strategy within the all-natural segments of national grocery retailers, including new sales units and
marketing programs designed to exclusively accommodate the "store-within-a store" and "all natural" formats of key retailers in
the U.S., from shipping points in New York, Illinois, and California. As a result of its affiliation with key national and regional
natural food distributors, the Company expects to greatly reduce distribution overhead and administrative expenses associated
with opening new markets and launching new products.
Aqua Vie continues to offer information about its products and a subscription service on its Internet site. Aqua Vie's revenue
from Internet sales, a small portion of current revenue, is projected to be an important part of future revenue. Management
intends to expand and develop marketing of Aqua Vie beverages through the Internet, and redesign of the Company's Internet
site to support the Company's marketing plan is currently underway.
9
--------------------------------------------------------------------------------
In the future Aqua Vie expects to improve margins through economies of scale and by introducing new products that
management believes will support higher gross margins even in today's competitive market environment. The first to be
introduced will be a line of Hydrators especially designed for children. Subsequently, the Company plans to follow with a
multi-flavor line of nonalcoholic wines made from spring water. .
Aqua Vie's product line contains no directly patented or patentable features or components. Copyrighting, trade marking and
the use of trade secret techniques and formulations are employed extensively. Aqua Vie uses non-disclosure/non-compete
agreements with employees, suppliers and co-packer bottlers. At present the Company has not issued any licenses, franchises,
concessions, royalty agreements or labor contracts, though future development may include such actions being incorporated
into the corporate strategy.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's revenues of $6,643 for the quarter ended April 30, 2002 were a decrease from the $40,411 of revenues in the
corresponding third quarter of the prior fiscal year, due to the time lost in the resolution of the processor's quality assurance
problem, the resultant temporary lack of inventory available for sale, the consequent delay of advertising and marketing
programs, and a postponement of final arrangements for additional funding in September, delayed because of events of
September 11th. Discussions are ongoing with the same third parties concerning this additional funding.
Because it has sustained recurring losses from operations, the Company cannot assure that it will be able to fully carry out its
plans as budgeted without additional operating capital. At April 30, 2002, the Company had negative working capital of
$640,322, although this amount represents a decrease in liquidity and capital resources from its negative working capital
position of $806,290 at July 31, 2001. The decrease is principally attributable to a decrease in current Assets.
In the three months ended April 30, 2002, the Company funded a portion of its operations from the payment of stock
subscriptions in the amount of $176.977. In addition, Aqua Vie financed its operations by issuing shares for debt and accrued
interest valued at $276,027. This recent mix of diversified funding sources contrasts with the corresponding three months of the
prior year when the primary source of funds was $740,000 from the Company's sale of stock.
10
--------------------------------------------------------------------------------
The Company anticipates a substantial use of cash for the foreseeable future. In particular, management of the Company
intends substantial expenditures in connection with production of additional inventory for the planned increase in sales,
expansion of the Company's marketing organization, payment of slotting fees to obtain shelf space with new retailers, and
quality assurance and distribution management. The availability of sufficient future funds for Aqua Vie will depend to a
significant extent on the growth in market acceptance of the Company's primary product line by retail chains. The Company
does not expect to incur any major capital expenditures in the next year. Aqua Vie's management expects that additional
funding for operating expenditures will be available from the issuance of debt and/or equity securities, as needed. There can be
no assurance whether or not such financing will be available on satisfactory terms.
RESULTS OF OPERATIONS
Aqua Vie commenced operations in 1998 and has a limited history of operations, which to date have not been profitable. Its
operations are subject to the risks and competition inherent in the establishment of a relatively new business enterprise. Aqua
Vie is currently operating at a loss. The Company's three month revenues of $6,643 were less than three-month revenues of the
prior fiscal year, sales to date have not been sufficient to cover the costs of operations. Though sales to date have not been
sufficient to cover the costs of operations, profitability is believed achievable assuming inventory levels are adequate to meet
demand within the Company's existing customer base.
For the three months ended April 30, 2002, the Company's sales produced gross profit of ($4,658), which compares with the
gross profit of $12,103 for the comparable three months of the prior fiscal year. Operating expenses were $190,651 for the
three months ended April 30, 2002 and were $280,435 for the comparable period of the prior year. The year-to-year change
principally reflects a decrease in marketing expenses during the most recent quarter resulting from the Company's decision to
postpone its advertising, marketing and promotional activities pending the development of higher inventory levels. During this
same year-to-year time frame, the decrease in operating expenses during the quarter ended April 30, 2002 also reflects
reduction in general and administrative expenses.
While Aqua Vie continued to operate at a loss during the most recent quarter, given inventories adequate to support its
marketing efforts, the Company's ability to generate higher revenue and realize a net profit from operations remains primarily
dependent upon the effectiveness of its marketing efforts in generating sales of its line of flavored spring water products.
In the quarter ending April 30, 2002, the Company's net loss of ($203,502) for the three months ended April 30, 2002
resulted in a net loss per share of ($0.003) for the quarter. This contrasts with a net loss of ($204,618) for the three months
ended April 30, 2001, which also posted a per share loss of ($0.005).
11
--------------------------------------------------------------------------------
SIGNATURE
AQUA VIE BEVERAGE CORPORATION
(Registrant)
Date June 25, 2002 By: /s/ Thomas J. Gillespie
---------------------------
Thomas J. Gillespie
Chief Executive Officer
& President
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
AVBC: 10Q is filed as of today.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10 QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
April 30, 2002
[ ] 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 0-24801
Delaware 82-0506425
---------------------------- -------------------
(State or other Jurisdiction (IRS Employer
of incorporation) Identification No.)
AQUA VIE BEVERAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
P.O. Box 6759 333 South Main Street Ketchum, Idaho 83340
(Address of principal executive offices)
208/622-7792
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
Class Outstanding at April 30, 2002
------------------------------ -----------------------------
Common Stock, Par value $0.001 76,031,061
1
--------------------------------------------------------------------------------
Item 1. Financial Statements:
AQUA VIE BEVERAGE CORPORATION
BALANCE SHEETS
April 30, July 31,
2002 2001
(Unaudited)
----------- -----------
ASSETS
------
CURRENT ASSETS
Cash $ 372 $ 3,608
Accounts receivable 129,354 82,776
Inventory 119,132 155,372
Deposits and other assets 22,737 24,434
----------- -----------
Total Current Assets 271,595 266,190
----------- -----------
PROPERTY AND EQUIPMENT
Equipment 201,608 201,608
Less accumulated depreciation (134,071) (85,615)
----------- -----------
Total Property and Equipment 67,537 115,993
----------- -----------
OTHER ASSETS
Intangibles 338,253 305,040
Less accumulated amortization (122,081) (58,159)
----------- -----------
Total Other Assets 216,172 246,881
----------- -----------
TOTAL ASSETS $ 555,304 $ 629,064
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES
Accounts payable $ 336,400 $ 362,312
Bank overdraft 54,663 52,412
Settlements payable 10,000 10,000
Notes payable - current 218,480 455,135
Accrued expenses 172,298 64,101
Loan from related party 120,086 128,520
----------- -----------
Total Current Liabilities 911,927 1,072,480
----------- -----------
LONG-TERM DEBT
Notes payable - net of current portion 11,977 14,632
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
----------- -----------
STOCKHOLDERS' DEFICIT
Preferred stock, Series A, B, C, D, E and F, $0.001 par value; 1,000,000
shares authorized, 6,985 and 15,074
shares issued and outstanding, respectively 7 15
Common stock, $0.001 par value; 120,000,000 shares
authorized, 83,496,173 and 58,253,173 shares
issued and outstanding, respectively 83,496 58,253
Additional paid-in capital 6,191,459 5,562,162
Subscriptions receivable -- (176,977)
Accumulated deficit (6,643,562) (5,901,501)
----------- -----------
Total Stockholders' Deficit (368,600) (458,048)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 555,304 $ 629,064
=========== ===========
See notes to interim financial statements.
2
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
April 30, April 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
NET REVENUES $ 6,643 $ 40,411 $ 129,565 $ 765,772
COST OF GOODS SOLD 11,301 28,308 183,943 584,694
------------ ------------ ------------ ------------
GROSS PROFIT (LOSS) (4,658) 12,103 (54,378) 181,078
------------ ------------ ------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES
Promotion and advertising 9,444 46,779 86,732 372,234
Depreciation and amortization 38,156 18,590 112,377 57,016
Legal and professional 25,145 15,100 84,642 45,430
Officer's compensation 60,000 60,000 180,000 180,000
Other general and administrative expenses 57,906 139,966 195,202 1,244,264
------------ ------------ ------------ ------------
Total expenses 190,651 280,435 658,953 1,898,944
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (195,309) (268,332) (713,331) (1,717,866)
OTHER EXPENSES
Interest (expense) income (8,193) 63,714 (28,730) (56,064)
------------ ------------ ------------ ------------
LOSS BEFORE TAXES (203,502) (204,618) (742,061) (1,773,930)
INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (203,502) $ (204,618) $ (742,061) $ (1,773,930)
============ ============ ============ ------------
NET LOSS PER COMMON SHARE, BASIC AND
DILUTED $ Nil $ (0.01) $ (0.04)
============ ============ ============ ------------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED 76,031,061 43,656,396 68,428,748 36,827,085
============ ============ ============ ============
See notes to interim financial statements.
3
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
STATEMENT OF STOCKHOLDERS' DEFICIT
Preferred, Series A, B,
C, D, E and F Common Stock
--------------------------- ----------------------- Additional
Number Number Paid-in Subscriptions Accumulated
of Shares Amount of Shares Amount Capital Receivable Deficit Total
------------ -------------- ------------ ---------- ------------ ------------ ------------- ------------
Balance, July 31, 2000 7,410 $ 7 30,811,408 $ 30,811 $ 2,422,236 $ -- $ (3,654,081) $ (1,201,027)
Issuance of common stock
for services at prices
ranging from $0.02
to $0.42 -- -- 5,335,000 5,335 640,783 -- -- 646,118
Issuance of common stock
for debt conversion at
$0.40 per share -- -- 850,000 850 340,000 -- -- 340,850
Conversion of preferred
Series A to common
stock (1,368) (2) 4,489,123 4,489 (4,487) -- -- --
Conversion of preferred
Series B to common
stock (4,608) (4) 16,567,642 16,568 (16,564) -- -- --
Conversion of preferred
Series C to common
stock (200) -- 200,000 200 (200) -- -- --
Issuance of preferred Series
D for cash and receivable
at $100 per share 12,000 12 -- -- 1,199,988 (176,952) -- 1,023,048
Issuance of preferred Series
E for cash at $100
per share 600 1 -- -- 59,999 (25) -- 59,975
Issuance of preferred Series
F for cash at $100
per share 1,240 1 -- -- 123,999 -- -- 124,000
Forgiveness of debt and
accrued payroll by
officer -- -- -- -- 796,408 -- -- 796,408
Net loss for the year ended
July 31, 2001 -- -- -- -- -- -- (2,247,420) (2,247,420)
------------ -------------- ------------ ---------- ------------ ------------ ------------- ------------
Balance, July 31, 2001 15,074 15 58,253,173 58,253 5,562,162 (176,977) (5,901,501) (458,048)
Issuance of common stock -- -- 6,250,000 6,250 247,645 -- -- 253,895
for cash at $0.04 per share
Stock issued for services
at $0.08 per share -- -- 810,000 810 63,800 -- -- 64,610
Issuance of common stock
for debt at $0.05 per share -- -- 5,300,000 5,300 270,727 -- -- 276,027
Conversion of preferred
Series A to common
stock (234) -- 1,000,000 1,000 (1,000) -- -- --
Conversion of preferred
Series D to common
stock (7,255) (7) 11,383,000 11,383 (11,376) -- -- --
Conversion of preferred
Series E to common
stock (600) (1) 500,000 500 (499) -- -- --
Forgiveness of payroll by
officer -- -- -- -- 60,000 -- -- 60,000
Payment of stock subscriptions
receivable -- -- -- -- -- 176,977 -- 176,977
Net loss for the nine months
ended April 30, 2002 -- -- -- -- -- -- (742,061) (742,061)
------------ -------------- ------------ ---------- ------------ ------------ ------------- ------------
Balance, April 30, 2002
(Unaudited) 6,985 $ 7 83,496,173 $ 83,496 $ 6,191,459 $ -- $ (6,643,562) $ (368,600)
============ ============== ============ ========== ============ ============ ============= ============
See notes to interim financial statements.
4
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
April 30,
-------------------------------
2002 2001
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (742,061) $(1,773,930)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization 112,377 57,016
Stock issued for services 64,610 364,588
Stock issued for accrued interest 39,027 --
Forgiveness of accrued payroll by officer 60,000 --
Changes in assets and liabilities:
Accounts receivable (46,578) (55,554)
Inventory 36,240 36,097
Prepaid expenses 1,697 (91,679)
Accounts payable (25,912) 276,650
Shareholder loans payable -- 383,975
Accrued expenses 108,197 (226,676)
Loans from related parties (8,434) (196,463)
----------- -----------
Net cash used by operating activities (400,837) (1,225,976)
----------- -----------
CASH USED BY INVESTING ACTIVITIES:
Purchase of intangibles (33,213) --
Purchase of equipment -- (49,272)
----------- -----------
Net cash used by investing activities (33,213) (49,272)
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES
Sale of common stock 253,895 --
Sale of preferred stock -- 978,310
Debt converted to stock -- 340,850
Receipts from stock subscriptions 176,977 --
Bank overdraft 2,251 40,325
Payments on long-term debt (2,309) (18,362)
Payments to notes payable -- (77,002)
----------- -----------
Net cash provided by financing activities 430,814 1,264,121
----------- -----------
INCREASE (DECREASE) IN CASH (3,236) (11,127)
BEGINNING BALANCE 3,608 11,127
----------- -----------
ENDING BALANCE $ 372 --
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid $ -- --
Interest paid $ 1,968 195,725
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt and accrued interest converted to stock $ 276,027 $ 340,850
Common stock issued for services $ 64,610 $ 364,588
Forgiveness of debt and accrued payroll by officer $ 60,000 $ 499,998
See notes to interim financial statements.
5
--------------------------------------------------------------------------------
, AQUA VIE BEVERAGE CORPORATION
NOTES TO INTERIM FINANCIAL STATEMENTS
April 30, 2002
NOTE 1 - BASIS OF PRESENTATION
The foregoing unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended July 31, 2001. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.
Operating results for the three-month and nine-month periods ended April 30, 2002 are not necessarily indicative of the results that may be expected for the year ending July 31, 2002.
NOTE 2 - RESTATEMENT AND CORRECTION OF ERRORS
The Company's financial statements for the year ended July 31, 2001 have been restated to reflect the correction of errors as follows.
1. Settlements payable have been accrued to reflect an expected settlement on a breach of contract claim for $10,000.
2. Forgiveness of advances and payroll by the Company's chief executive officer is shown as a capital contribution which increased additional paid-in capital by $796,408 and expenses by $120,000 for unpaid salary not previously recorded in the last six months of the Company's fiscal year.
6
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
NOTES TO INTERIM FINANCIAL STATEMENTS
April 30, 2002
NOTE 2 - RESTATEMENT AND CORRECTION OF ERRORS (Continued)
The effect of these corrections in the restated financial statements was an increased net loss for the year ended July 31, 2001 of $806,408 and increased liabilities of $10,000.
NOTE 3 - ADDITIONAL COMMENTS
During March 2001, the Company entered into a shipping and security agreement with a central California contract manufacturer. The agreements provided the Company with production financing and inventory expansion of its beverage products, interest-free and without a factoring fee. Under the terms of the agreement, the Company granted to the contract manufacturer a security interest in the Company's inventory and receivables. Based on that agreement, the Company began an aggressive campaign to place its products in California-based supermarket chains by paying and/or incurring slotting fees, supporting sampling programs, and other marketing activities.
In April 2001, the contract manufacturer commenced production under the terms of the shipping and security agreement and began shipping product to major grocery chain accounts in California, Arizona and Nevada. Subsequently, the Company increased its sales and marketing efforts, and slotting fee commitments intended to support an expanded sales program. The aforementioned packer, which was experiencing quality assurance problems, failed to sustain production levels adequate to meet the sales levels projected by the Company notwithstanding the marketing expenses incurred by the Company, and the packer continued in its failure to resolve past account issues arising over defective products. This led to a demand by the Company for an accounting resulting in a refusal by the packer of any further production or shipment of inventory already produced until the Company executed an indemnity in the packer's favor. Management held steadfast in its belief that its product quality and purity are critical and not subject to compromise. This dispute had a negative impact on the Company by creating uncertainty relative to the Company's ability to deliver product to fill pending and projected orders, for which the slotting payments and marketing efforts had already been undertaken. In an effort to resolve the dispute, the Company entered into a new production agreement, which provided for payments to be made directly to the Company in settlement of the claims.
Subject to third-party quality assurance testing, shipping and production resumed in July under the new agreement. Management is confident that with certain modifications having been made to the manufacturing process and production line, and with strict adherence to the quality assurance, the aforementioned issues have been resolved and the packer is capable of maintaining production levels and consistent quality.
7
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
NOTES TO INTERIM FINANCIAL STATEMENTS
April 30, 2002
NOTE 3 - ADDITIONAL COMMENTS (Continued)
Notwithstanding the impact on the Company's sales and marketing efforts by the packer's failure to perform as agreed, and the consequent loss of saleable inventory under the shipping and security agreement to satisfy orders and proposed orders during the period from June to August 2001 of the dispute, through additional slotting fee commitments and other arrangements made by the Company, the Company was able to place its products on the shelves of retail grocery chains, and to obtain additional approvals.
Management believes that these placements and approvals provide a major foothold and a foundation for regional expansion into 2002 as the Company expects to begin a rapid expansion of its inventory production and its sales and marketing programs during the current fiscal year.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
AVBC: 10Q is filed as of today.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10 QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
April 30, 2002
[ ] 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 0-24801
Delaware 82-0506425
---------------------------- -------------------
(State or other Jurisdiction (IRS Employer
of incorporation) Identification No.)
AQUA VIE BEVERAGE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
P.O. Box 6759 333 South Main Street Ketchum, Idaho 83340
(Address of principal executive offices)
208/622-7792
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
Class Outstanding at April 30, 2002
------------------------------ -----------------------------
Common Stock, Par value $0.001 76,031,061
1
--------------------------------------------------------------------------------
Item 1. Financial Statements:
AQUA VIE BEVERAGE CORPORATION
BALANCE SHEETS
April 30, July 31,
2002 2001
(Unaudited)
----------- -----------
ASSETS
------
CURRENT ASSETS
Cash $ 372 $ 3,608
Accounts receivable 129,354 82,776
Inventory 119,132 155,372
Deposits and other assets 22,737 24,434
----------- -----------
Total Current Assets 271,595 266,190
----------- -----------
PROPERTY AND EQUIPMENT
Equipment 201,608 201,608
Less accumulated depreciation (134,071) (85,615)
----------- -----------
Total Property and Equipment 67,537 115,993
----------- -----------
OTHER ASSETS
Intangibles 338,253 305,040
Less accumulated amortization (122,081) (58,159)
----------- -----------
Total Other Assets 216,172 246,881
----------- -----------
TOTAL ASSETS $ 555,304 $ 629,064
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES
Accounts payable $ 336,400 $ 362,312
Bank overdraft 54,663 52,412
Settlements payable 10,000 10,000
Notes payable - current 218,480 455,135
Accrued expenses 172,298 64,101
Loan from related party 120,086 128,520
----------- -----------
Total Current Liabilities 911,927 1,072,480
----------- -----------
LONG-TERM DEBT
Notes payable - net of current portion 11,977 14,632
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
----------- -----------
STOCKHOLDERS' DEFICIT
Preferred stock, Series A, B, C, D, E and F, $0.001 par value; 1,000,000
shares authorized, 6,985 and 15,074
shares issued and outstanding, respectively 7 15
Common stock, $0.001 par value; 120,000,000 shares
authorized, 83,496,173 and 58,253,173 shares
issued and outstanding, respectively 83,496 58,253
Additional paid-in capital 6,191,459 5,562,162
Subscriptions receivable -- (176,977)
Accumulated deficit (6,643,562) (5,901,501)
----------- -----------
Total Stockholders' Deficit (368,600) (458,048)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 555,304 $ 629,064
=========== ===========
See notes to interim financial statements.
2
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
April 30, April 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
NET REVENUES $ 6,643 $ 40,411 $ 129,565 $ 765,772
COST OF GOODS SOLD 11,301 28,308 183,943 584,694
------------ ------------ ------------ ------------
GROSS PROFIT (LOSS) (4,658) 12,103 (54,378) 181,078
------------ ------------ ------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES
Promotion and advertising 9,444 46,779 86,732 372,234
Depreciation and amortization 38,156 18,590 112,377 57,016
Legal and professional 25,145 15,100 84,642 45,430
Officer's compensation 60,000 60,000 180,000 180,000
Other general and administrative expenses 57,906 139,966 195,202 1,244,264
------------ ------------ ------------ ------------
Total expenses 190,651 280,435 658,953 1,898,944
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (195,309) (268,332) (713,331) (1,717,866)
OTHER EXPENSES
Interest (expense) income (8,193) 63,714 (28,730) (56,064)
------------ ------------ ------------ ------------
LOSS BEFORE TAXES (203,502) (204,618) (742,061) (1,773,930)
INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (203,502) $ (204,618) $ (742,061) $ (1,773,930)
============ ============ ============ ------------
NET LOSS PER COMMON SHARE, BASIC AND
DILUTED $ Nil $ (0.01) $ (0.04)
============ ============ ============ ------------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED 76,031,061 43,656,396 68,428,748 36,827,085
============ ============ ============ ============
See notes to interim financial statements.
3
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
STATEMENT OF STOCKHOLDERS' DEFICIT
Preferred, Series A, B,
C, D, E and F Common Stock
--------------------------- ----------------------- Additional
Number Number Paid-in Subscriptions Accumulated
of Shares Amount of Shares Amount Capital Receivable Deficit Total
------------ -------------- ------------ ---------- ------------ ------------ ------------- ------------
Balance, July 31, 2000 7,410 $ 7 30,811,408 $ 30,811 $ 2,422,236 $ -- $ (3,654,081) $ (1,201,027)
Issuance of common stock
for services at prices
ranging from $0.02
to $0.42 -- -- 5,335,000 5,335 640,783 -- -- 646,118
Issuance of common stock
for debt conversion at
$0.40 per share -- -- 850,000 850 340,000 -- -- 340,850
Conversion of preferred
Series A to common
stock (1,368) (2) 4,489,123 4,489 (4,487) -- -- --
Conversion of preferred
Series B to common
stock (4,608) (4) 16,567,642 16,568 (16,564) -- -- --
Conversion of preferred
Series C to common
stock (200) -- 200,000 200 (200) -- -- --
Issuance of preferred Series
D for cash and receivable
at $100 per share 12,000 12 -- -- 1,199,988 (176,952) -- 1,023,048
Issuance of preferred Series
E for cash at $100
per share 600 1 -- -- 59,999 (25) -- 59,975
Issuance of preferred Series
F for cash at $100
per share 1,240 1 -- -- 123,999 -- -- 124,000
Forgiveness of debt and
accrued payroll by
officer -- -- -- -- 796,408 -- -- 796,408
Net loss for the year ended
July 31, 2001 -- -- -- -- -- -- (2,247,420) (2,247,420)
------------ -------------- ------------ ---------- ------------ ------------ ------------- ------------
Balance, July 31, 2001 15,074 15 58,253,173 58,253 5,562,162 (176,977) (5,901,501) (458,048)
Issuance of common stock -- -- 6,250,000 6,250 247,645 -- -- 253,895
for cash at $0.04 per share
Stock issued for services
at $0.08 per share -- -- 810,000 810 63,800 -- -- 64,610
Issuance of common stock
for debt at $0.05 per share -- -- 5,300,000 5,300 270,727 -- -- 276,027
Conversion of preferred
Series A to common
stock (234) -- 1,000,000 1,000 (1,000) -- -- --
Conversion of preferred
Series D to common
stock (7,255) (7) 11,383,000 11,383 (11,376) -- -- --
Conversion of preferred
Series E to common
stock (600) (1) 500,000 500 (499) -- -- --
Forgiveness of payroll by
officer -- -- -- -- 60,000 -- -- 60,000
Payment of stock subscriptions
receivable -- -- -- -- -- 176,977 -- 176,977
Net loss for the nine months
ended April 30, 2002 -- -- -- -- -- -- (742,061) (742,061)
------------ -------------- ------------ ---------- ------------ ------------ ------------- ------------
Balance, April 30, 2002
(Unaudited) 6,985 $ 7 83,496,173 $ 83,496 $ 6,191,459 $ -- $ (6,643,562) $ (368,600)
============ ============== ============ ========== ============ ============ ============= ============
See notes to interim financial statements.
4
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
April 30,
-------------------------------
2002 2001
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (742,061) $(1,773,930)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization 112,377 57,016
Stock issued for services 64,610 364,588
Stock issued for accrued interest 39,027 --
Forgiveness of accrued payroll by officer 60,000 --
Changes in assets and liabilities:
Accounts receivable (46,578) (55,554)
Inventory 36,240 36,097
Prepaid expenses 1,697 (91,679)
Accounts payable (25,912) 276,650
Shareholder loans payable -- 383,975
Accrued expenses 108,197 (226,676)
Loans from related parties (8,434) (196,463)
----------- -----------
Net cash used by operating activities (400,837) (1,225,976)
----------- -----------
CASH USED BY INVESTING ACTIVITIES:
Purchase of intangibles (33,213) --
Purchase of equipment -- (49,272)
----------- -----------
Net cash used by investing activities (33,213) (49,272)
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES
Sale of common stock 253,895 --
Sale of preferred stock -- 978,310
Debt converted to stock -- 340,850
Receipts from stock subscriptions 176,977 --
Bank overdraft 2,251 40,325
Payments on long-term debt (2,309) (18,362)
Payments to notes payable -- (77,002)
----------- -----------
Net cash provided by financing activities 430,814 1,264,121
----------- -----------
INCREASE (DECREASE) IN CASH (3,236) (11,127)
BEGINNING BALANCE 3,608 11,127
----------- -----------
ENDING BALANCE $ 372 --
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid $ -- --
Interest paid $ 1,968 195,725
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt and accrued interest converted to stock $ 276,027 $ 340,850
Common stock issued for services $ 64,610 $ 364,588
Forgiveness of debt and accrued payroll by officer $ 60,000 $ 499,998
See notes to interim financial statements.
5
--------------------------------------------------------------------------------
, AQUA VIE BEVERAGE CORPORATION
NOTES TO INTERIM FINANCIAL STATEMENTS
April 30, 2002
NOTE 1 - BASIS OF PRESENTATION
The foregoing unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended July 31, 2001. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.
Operating results for the three-month and nine-month periods ended April 30, 2002 are not necessarily indicative of the results that may be expected for the year ending July 31, 2002.
NOTE 2 - RESTATEMENT AND CORRECTION OF ERRORS
The Company's financial statements for the year ended July 31, 2001 have been restated to reflect the correction of errors as follows.
1. Settlements payable have been accrued to reflect an expected settlement on a breach of contract claim for $10,000.
2. Forgiveness of advances and payroll by the Company's chief executive officer is shown as a capital contribution which increased additional paid-in capital by $796,408 and expenses by $120,000 for unpaid salary not previously recorded in the last six months of the Company's fiscal year.
6
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
NOTES TO INTERIM FINANCIAL STATEMENTS
April 30, 2002
NOTE 2 - RESTATEMENT AND CORRECTION OF ERRORS (Continued)
The effect of these corrections in the restated financial statements was an increased net loss for the year ended July 31, 2001 of $806,408 and increased liabilities of $10,000.
NOTE 3 - ADDITIONAL COMMENTS
During March 2001, the Company entered into a shipping and security agreement with a central California contract manufacturer. The agreements provided the Company with production financing and inventory expansion of its beverage products, interest-free and without a factoring fee. Under the terms of the agreement, the Company granted to the contract manufacturer a security interest in the Company's inventory and receivables. Based on that agreement, the Company began an aggressive campaign to place its products in California-based supermarket chains by paying and/or incurring slotting fees, supporting sampling programs, and other marketing activities.
In April 2001, the contract manufacturer commenced production under the terms of the shipping and security agreement and began shipping product to major grocery chain accounts in California, Arizona and Nevada. Subsequently, the Company increased its sales and marketing efforts, and slotting fee commitments intended to support an expanded sales program. The aforementioned packer, which was experiencing quality assurance problems, failed to sustain production levels adequate to meet the sales levels projected by the Company notwithstanding the marketing expenses incurred by the Company, and the packer continued in its failure to resolve past account issues arising over defective products. This led to a demand by the Company for an accounting resulting in a refusal by the packer of any further production or shipment of inventory already produced until the Company executed an indemnity in the packer's favor. Management held steadfast in its belief that its product quality and purity are critical and not subject to compromise. This dispute had a negative impact on the Company by creating uncertainty relative to the Company's ability to deliver product to fill pending and projected orders, for which the slotting payments and marketing efforts had already been undertaken. In an effort to resolve the dispute, the Company entered into a new production agreement, which provided for payments to be made directly to the Company in settlement of the claims.
Subject to third-party quality assurance testing, shipping and production resumed in July under the new agreement. Management is confident that with certain modifications having been made to the manufacturing process and production line, and with strict adherence to the quality assurance, the aforementioned issues have been resolved and the packer is capable of maintaining production levels and consistent quality.
7
--------------------------------------------------------------------------------
AQUA VIE BEVERAGE CORPORATION
NOTES TO INTERIM FINANCIAL STATEMENTS
April 30, 2002
NOTE 3 - ADDITIONAL COMMENTS (Continued)
Notwithstanding the impact on the Company's sales and marketing efforts by the packer's failure to perform as agreed, and the consequent loss of saleable inventory under the shipping and security agreement to satisfy orders and proposed orders during the period from June to August 2001 of the dispute, through additional slotting fee commitments and other arrangements made by the Company, the Company was able to place its products on the shelves of retail grocery chains, and to obtain additional approvals.
Management believes that these placements and approvals provide a major foothold and a foundation for regional expansion into 2002 as the Company expects to begin a rapid expansion of its inventory production and its sales and marketing programs during the current fiscal year.
8
--------------------------------------------------------------------------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
During its first three years of existence (from inception to July 31, 2001), the Company accumulated a deficit of $5,901,501. In the subsequent nine months ended April 30, 2002, the Company's accumulated deficit grew to $6,643,562 as the Company's marketing and administrative expenses increased, creating a quarterly operating loss of $203,502.
At April 30, 2002, the Company's total assets of $555,304 were lower than the $629,064 reported at its July 31, 2001 year-end. The decrease was due primarily to a decrease in inventory to approximately $119,000 from approximately $155,000, decreases in accounts receivable, and increases in accumulated depreciation and amortization. The Company's current liabilities decreased from $1,072,480 at July 31, 2001 to $911,927 at April 30, 2002.
The Company began a program to seek production financing shortly before the September 11th event but was unable to finalize commitments with interested investors at that time due to the market uncertainties which arose. In late January the Company entered into an agreement in principle with a venture group to provide $1.2 million in bridge capital for the c
OB
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OldBlue... Tell me something.
Why did you choose to omit talking about today's 10/Q filing?
You post EVERY press release, and have posted the 10/Q in the past. Did you fail to mention today's 10/Q on this board because the numbers were so bad?
And to think you accuse other people of having an agenda.
Wow.
AVBC has news: Tree of Life Gourmet Award to Distribute Aqua Vie Hydrators
Nationwide
Business Editors
KETCHUM, Idaho--(BUSINESS WIRE)--June 26, 2002--Aqua Vie Beverage Corp. (OTC BB: AVBC) Wednesday announced that Tree of Life/Gourmet Award Foods will distribute Aqua Vie Hydrators(TM) throughout the United States.
Initial distribution will include key Safeway stores in Washington, northern California, Arizona and Colorado; select Vons stores in California and Nevada; key Dominick's throughout greater Chicago, new Pavillions in California; numerous Randalls and Tom Thumb stores in greater Texas; Carrs throughout Alaska; and key Genuardi's in Pennsylvania and the Delaware Valley.
"The store-within-a-store concept featured by these retailers presents a tremendous showcase opportunity to introduce cold Aqua Vie Hydrators(TM) to discerning consumers who understand the importance of an all-natural water beverage," said Tom Gillespie, Aqua Vie's president and chief executive officer.
"We are confident in Tree of Life/Gourmet Award's ability to assist in the creation of many new retail opportunities for Aqua Vie, while helping the company achieve distribution efficiencies on a national scale," said Gillespie.
As the world's leading marketer and distributor of natural and specialty foods, Tree of Life/Gourmet Award (www.treeoflife.com) which operates 16 full-service distribution facilities and its own fleet, provides customized service to over 15,000 retail stores throughout the United States and Canada.
Aqua Vie Beverage Corp. develops and markets all-natural, lightly flavored, still (noncarbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe.
This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally.
The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corp., visit the company's Web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements.
Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements.
These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
--30--clf/ix*
CONTACT: Aqua Vie Beverage Corp.
Thomas Gillespie
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
KEYWORD: ALASKA ARIZONA CALIFORNIA COLORADO DELAWARE IDAHO ILLINOIS NEVADA PENNSYLVANIA TEXAS WASHINGTON INTERNATIONAL CANADA
INDUSTRY KEYWORD: CONSUMER/HOUSEHOLD FOODS/BEVERAGES RETAIL SUPERMARKETS
SOURCE: Aqua Vie Beverage Corp.
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page
OB
(:>})))))
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Form DEF14C has been filed.
http://www.nasdaq.com/asp/quotes_sec.asp?symbol=AVBC&selected=AVBC
OB
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http://www.katu.com/images/flagprint_sm.jpg
Good. Future financing is the key to getting the product out to the masses.
OB
(:>})))))
http://www.katu.com/images/flagprint_sm.jpg
NEWS-- AVBC TO INCREASE AUTHORIZED TO 5 BILLION
AVBC to Increase AUTH Shares
THURSDAY , JUNE 13, 2002 06:45 AM
Aqua Vie Beverage Corporation (OTCBB: AVBC) filed a PRE 14C Wednesday after the market closed.
The Company will increase its authorized capital from 120,000,0000 to 5,000,000,000 shares of common stock and 5,000,000 shares of Preferred Stock by written consent. This will become effective 32 days after 6/12/2002.
The Company is approving this change to provide Management with flexibility to effect future financing.
As of 6/5/2002, there were 95,121,117 shares of common stock outstanding.
An item of interest: Click on the link below and scroll down to "company name" and type in "Aqua Vie". Aqua Vie is listed as an contributor of "Interbev 2002" in Atlanta.
http://www.appcluster09.com/app/main.cfm?appname=100080&moduleID=324&LinkID=4527
OB
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AVBC-NEWS! Sales Strategist James Tonkin to Play Key Role in Aqua Vie's
Marketing to Natural Products Segment
Business Editors & Food/Beverage Writers
KETCHUM, Idaho--(BUSINESS WIRE)--May 6, 2002--Aqua Vie Beverage Corporation (OTCBB:AVBC) announced today that seasoned sales strategist James S. Tonkin will assist in the implementation of the company's strategic sales efforts focused initially in the natural products market segment.
Tonkin, who was formerly president and CEO of Essentia Water, Inc., has hands-on experience in food and beverage production, manufacturing, sales, marketing and distribution. He has created and implemented successful sales and marketing strategies for both public and private companies. As vice president and general manager of a large West Coast 7-Up(R) bottler, he produced and marketed a variety of soft drinks, including 7-Up(R), A&W Root Beer(R), Orange Crush(R), Dr. Pepper(R) and Clearly Canadian(R). Tonkin was also partner in Napa Naturals, one of the first "new age" beverages to enter the market. His successful brand start-ups, Buffalo Chips(TM) (potato chips) and Heritage Farms(TM) (cheese production) were sold to Laura Scudder's and Borden's respectively.
"Jim has developed relationships with some of the largest and most influential players within the beverage industry, including many of the key retailers that comprise the growing natural foods distribution channel," said Thomas Gillespie, president and chief executive officer of Aqua Vie. "We are confident that Jim can play a key role in Aqua Vie's sales strategy and expansion into additional markets this year."
Aqua Vie Beverage Corporation develops and markets all-natural, lightly flavored, still (non-carbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corporation, visit the company's web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
--30--ATR/se*
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, President
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
or
Equitilink
Ron Garner, 877/788-1940
www.equitilinkpr.com
KEYWORD: IDAHO
INDUSTRY KEYWORD: ADVERTISING/MARKETING CONSUMER/HOUSEHOLD FOODS/BEVERAGES SUPERMARKETS
SOURCE: Aqua Vie Beverage Corporation
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
-0- May/06/2002 10:02 GMT
OB
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"NEWS" Aqua Vie Hydrators To Be Carried In All-Natural Departments Of
Select Safeway Stores Nationwide
Business Editors, Retail Writers
KETCHUM, Idaho--(BUSINESS WIRE)--April 3, 2002--Aqua Vie Beverage Corporation (OTCBB:AVBC) announced today that select Safeway Stores will begin carrying the company's all-natural, lightly flavored spring water Hydrators(TM) beginning in June.
Aqua Vie product will be featured in the all-natural departments of Safeway stores operating the "store within a store" concept to merchandise their all-natural foods. This includes approximately 220 of Safeway's more than 1,750 stores across the United States and Canada, under several Safeway banners including Safeway, Vons, Dominick's, Pavilions, Carrs, Randalls, Tom Thumb and Genuardi's.
"We look forward to working with Safeway's growing `store within a store' program. The program, designed to showcase all-natural products, offers Aqua Vie excellent visibility, including cold box display, in their finest stores, in key regions throughout the country," said Thomas Gillespie, Aqua Vie president and chief executive officer.
Safeway Inc. is one of the largest food and drug retailers in North America. As of December 29, 2001, the company operated 1,773 stores in the Western, Southwestern, Rocky Mountain, Midwestern and Mid-Atlantic regions of the United States, and in western Canada.
Aqua Vie Beverage Corporation develops and markets all-natural, lightly flavored, still (non-carbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corporation, visit the company's web site at www.aquavie.com.
--30--KK/se*
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie, President
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
or
Equitilink
Ron Garner, 877/788-1940
www.equitilinkpr.com
KEYWORD: IDAHO
INDUSTRY KEYWORD: ADVERTISING/MARKETING FOODS/BEVERAGES RETAIL SUPERMARKETS PRODUCT
SOURCE: Aqua Vie Beverage Corporation
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
-0- Apr/03/2002 11:01 GMT
OB
(:>})))))
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LOL, oldblue, earlier in the year they were sueing Lyons for lack of quality control. You are correct, I dont believe 10% of the information in the PRs due to the disclaimers and safe harbor clauses and past performance by the company and truth in the previous PRs.
"NEWS" Aqua Vie Adds Four New Natural Products Distributors and Will
Begin Shipping Its All-Natural Hydrators to Hawaii
Business Editors and Food/Beverage Writers
KETCHUM, Idaho--(BUSINESS WIRE)--March 25, 2002--Aqua Vie Beverage Corporation (OTCBB:AVBC) announced today that the company has entered into agreements with four natural products distributors who will distribute the company's all-natural, lightly flavored spring water Hydrators(TM) throughout Northern and Southern California, Arizona and Hawaii.
The company expects to make an initial shipment to Hawaii during the week of March 25, 2002.
"We continue to receive excellent response to Aqua Vie products throughout the western United States, and we especially look forward to increasing our distribution to Hawaii, which not only represents a very lucrative natural products market but also a solid base of more traditional retail outlets," said Thomas Gillespie, president and chief executive officer. Gillespie noted that Hawaii boasts the number one Walmart, as well as the number three Sam's Club in the United States, in terms of gross sales. He said that the company's new Hawaiian distributor, which is solidly established in the Hawaiian natural foods market, will also afford the company access to major retail, grocery and club store chains.
Aqua Vie Beverage Corporation develops and markets all-natural, lightly flavored, still (non-carbonated) bottled spring water. The company's low-calorie alternative beverages are bacteria-free and contain no preservatives. Aqua Vie produces and markets the Hydrator(TM) line of beverages in the United States and Europe. This beverage line, comprised of seven low-calorie, all-natural beverages that are lightly flavored and packaged in half-liter bottles, is designed to increase one's personal consumption of water, naturally. The underlying technology also serves as the delivery system for Aqua Vie's new line of children's Hydrators(TM), PurePlay(TM), and Eau Vin(TM), Aqua Vie's line of nonalcoholic wine and champagnes made from spring water. For further information about Aqua Vie Beverage Corporation, visit the company's web site at www.aquavie.com.
NOTE: Statements contained in this news release not strictly historical are forward-looking within the meaning of the safe harbor clause of the Private Securities Litigation Reform Act of 1995. The company makes these statements based on information available to it as of the date of this news release and assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that forward-looking statements invoke risk and uncertainties that may cause the company's actual results to differ materially from such forward-looking statements. These risks and uncertainties include, without limitation, demand for the company's product both domestically and abroad, the company's ability to continue to develop its market, general economic conditions, and other factors that may be more fully described in the company's literature and periodic filings with the Securities and Exchange Commission.
--30--ATR/se*
CONTACT: Aqua Vie Beverage Corporation
Thomas Gillespie
www.aquavie.com
or
Jordan Richard Assoc.
Madeleine Franco, 801/463-0305
ir@jordanrichard.com
or
Equitilink
Ron Garner, 877/788-1940
www.equitilinkpr.com
KEYWORD: IDAHO ARIZONA CALIFORNIA HAWAII
INDUSTRY KEYWORD: ADVERTISING/MARKETING FOODS/BEVERAGES RETAIL MARKETING AGREEMENTS
SOURCE: Aqua Vie Beverage Corporation
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
-0- Mar/25/2002 11:02 GMT
OB
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