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Methinks they wish to try their case here to see if it will fly in a real courtroom. I think I can save them a great deal of time and money.
If I were on the jury to decide this case I would award the plaintiff and the defendant the following.
ONE pacifier for each of them.
David Weed
aka the Bird of Prey
www.warp-drive.com
Frank,
Because this was filed under the heading "SUBSEQUENT EVENTS" the statement "TO DATE" refers to June 21, 2001,
If you don't believe me ask any professional financial advisor. The "SUBSEQUENT EVENTS" is expressly included for the company to report seminal events that have taken place after the end of the reporting period.
Had they not included the "IN APRIL,2001" statement in reference to the start and stop of shipping and production I would have had to conclude that those events also occured after the end of the reporting period.
If anyone else cares to comment on the timeframe referrence in a "susequent events" heading please do so.
David Weed
aka the Bird of Prey
www.warp-drive.com
Frank,
Must I drive the nails all the way in? I guess so.
From the filing:
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 Southern California. Subsequently, the Company increased it
sales and marketing efforts. Due to production difficulties, the contract
manufacturer halted production under the agreement. The Company has informed the contract manufacturer of the Company's intention to
seek redress in the amount of $385,700 to compensate the Company for a
production shortfall and quality assurance problems. The Company has submitted
portions of this claim to the contract manufacturer and has reserved these claim
amounts, which have not been entered into the books of the Company and do not
affect the financial statements as submitted in this report. To date, this claim
and the issues on which it is based, remains unresolved, and the Company is
considering alternative settlements. Management believes that these issues can
be resolved to the parties' mutual satisfaction.
I have highlighted the relevant portions.
Let's walk through this shall we?
IN APRIL,2001 - that means sometime during the month of April...Not March or February or May.
COMMENCED PRODUCTION - Bottling started.
BEGAN SHIPPING - product sent to stores.
DUE TO PRODUCTION DIFFICULTIES, THE CONTRACT MANUFACTURER HALTED PRODUCTION UNDER THE AGREEMENT - Bottling stopped. It does not say temporarily. nor does it say the production was resumed.
TO DATE, THIS CLAIM AND THE ISSUES ON WHICH IT IS BASED, REMAINS UNSOLVED - as of this filing nothing has changed, production remains halted and AVBC is still seeking redress as of the date of the filing JUNE 21, 2001!
Now where do I get 7 weeks of no production from?
Production was halted in April, could of been early April, could have been late April. I choose to give the benefit of the doubt and use late April as the end of production. Because this was filed under the heading "SUBSEQUENT EVENTS" the statement "TO DATE" refers to June 21, 2001, therefore production has not resumed as of that date. 51 days divided by 7 is just over 7 weeks.
David Weed
aka the Bird of Prey
www.warp-drive.com
Nit pick away! That is why we do this isn't?
The legal/factual problem occurs more in relation to the production problem than the actual number of stores selling product.
The real problem is that the 3 PR's accuracy can be questioned at all in a legal sense. TG may have finally made a mistake with these, albeit a small one.
What it boils down to is this. The PR's are claiming product availability through June and the rest of the summer when it knows that production was halted. Unless production has already resumed,(as of today we have a period of at least 7 weeks without any production) this is at best unlikely at worst impossible. If production has resumed now would be a good time to tell everyone. Instead all we have to go on is the statement that AVBC is seeking $385,000+ for "redress" due to loss of production. I don't know about you but I typically don't do much additional work for clients seeking "redress".
Also since certain members of our community feel that one should provide a solution when presenting a problem I will offer the following:
What ever you have to do to get production rolling again...DO IT! Then TELL THE WORLD that production problems have been resolved. Make certain that you get those restock orders filled before you blow Albertson's off. In other words...DELIVER!
David Weed
aka the Bird of Prey
www.warp-drive.com
Frank,
That was my point exactly. All we know for sure is that as of 4-30-01 production had been halted and that since that time we have been given no indication that is has resumed. Yet three PR's are released that make no mention of production capability to meet the demands indicated in the PR's at a time when production was know by management to have been halted.
As for when we will know if production has been resumed...IF it is resumed before the end of the current quarter we will see it mentioned in the next 10Q. IF NOT...who knows?
As for when it was halted...production could have been halted anytime between February 1 and April 30. I make no "guess" as to when it actually occured.
As far as the chairmanship is concerned...you chose to resign. You can remain chair if you wish. You may install whatever directors you choose. But you will still have to abide by the rules at IHUB. I am also certain that Matt was quite backlogged on returning from his vacation and will get to transferring the chair as soon as he can.
I will appreciate you keeping us informed concerning the availability of product. I too, enjoy the product greatly. It is the primary reason I invested in this company in the first place and also the reason I look upon the failure to bring this product to market successfully as such a travesty.
David Weed
aka the Bird of Prey
www.warp-drive.com
Good catch...almost!
Actually says... To date, the Company's
marketing efforts have resulted in authorizations for placement of its products
in stores of approximately a dozen additional grocery store chains.
keyword: authorizations
We all know how reliable a predictor these can be.
I would also think that one of the most positive PR's they could produce right now would be one stating the production has resumed and reorders will be filled post haste. It would be even better if it were true when it's printed!
David Weed
aka the Bird of Prey
www.warp-drive.com
Great article about message boards
A Requiem for the message boards
Once a boards enthusiast, our columnist explains why he's had it.
By David Futrelle
If you ever feel like making a lot of enemies in a hurry, wander onto the message boards at Yahoo!, Silicon Investor or Raging Bull and say something less than flattering about, oh, any stock you feel like. It doesn't matter if that company's CEO has fled to the Caymans with his hairdresser and a briefcase full of Ben Franklins. If you persist in your criticism for more than a post or two, you'll quickly find yourself the least popular person at the party. In fact, you'll find yourself labeled a "basher"--roughly the equivalent of being charged with high treason.
Stock message boards have long been celebrated as a democratizing force in the world of finance. This is a crock. They are democracies only if you share the same rosy opinions as everyone else there. Whenever a basher speaks up (and basher, mind you, is liberally defined--it can apply not just to a poster who accuses a company chairman of pedophilia but to anyone who might note that 120 times earnings is an awful lot to pay for a share of Cisco) you can be sure that someone (or a half-dozen someones) will tear into him with all the subtlety of Mao's Red Guards during the Cultural Revolution.
It's a truism on the boards that anyone who has anything critical to say about a company must be a short-seller (an investor who has placed a bet that a stock will go down rather than up). Perhaps this is true. But many basher-bashers have also convinced themselves that most stock critics are the minions of vast (usually unnamed) short-selling cabals that pay handsomely for pessimistic posts. Various documents purporting to explain "How Bashers Get Paid" circulate widely. One claims that bashers are paid (by whomever or whatever it is that pays them) according to the number of replies their posts generate. "A basher will attempt to milk three to five replies per post at one to two dollars each," says the anonymous text.
Basher paranoia is somewhat more understandable on the penny-stock boards, where stock manipulation is rampant. But there the real problem isn't the bashers--it's the boosters. In a pump-and-dump scheme, hypesters buy a worthless stock, tout it incessantly and then dump their holdings for a quick profit after enough suckers have piled on. Strangely enough, while the Securities and Exchange Commission has brought plenty of cases against Net pump-and-dumpers in the past few years, it has yet to find a single bash-for-pay conspiracy in action.
Since they stand to gain when others lose, it is easy to demonize stock bashers and short-sellers, to see them as "black of heart," as Wall Street wag Fred Schwed put it in his 1940 classic Where are the Customers' Yachts? After all, isn't it somehow un-American to hope a company fails, somehow evil to want a stock to go down? Maybe so, but even Schwed affirmed that a wide diversity of opinions on stocks is better than a single Pollyannaish view. "Dictatorships always immediately ban short-selling, since it is axiomatic that no professional pessimists are going to be tolerated," Schwed quipped at a time when Americans had good reasons to worry about foreign dictators. "But whatever the reader may think of totalitarian philosophy in general, I do not think he will envy them for the condition of their security markets."
Just three or four years ago, stock message boards promised to become a liberating force, a public forum free from the tyranny of the experts, where investors could go to compare notes on stocks and hash out disagreements about valuations. Today the boards can only be regarded as a failed experiment. Remember the so-called Iomegans at the Motley Fool during the late 1990s--the herd of investors who convinced themselves that a small computer disk-drive manufacturer in Utah was the next Microsoft and then proceeded to follow the stock off a cliff? That may have been the first indication that stock evaluation is not best done by committee. And these days it's hard to find any message board that hasn't degenerated into an embarrassing squabble between dogmatic longs and beleaguered (if equally dogmatic) shorts. For most serious investors, it can finally be said: Stock message boards are an utter and total waste of time.
At its root, the boards' problem rests with their mix of unquestioning, optimistic conviction and intolerance of dissent. These are two qualities you can find in many moments of America at its worst. The mandatory positivity many posters want to enforce is reminiscent of the blandly dogmatic (and thus menacing) Boosters' Clubs satirized by Sinclair Lewis in his 1922 novel Babbitt. The clubs, fraternal organizations for gung-ho local businessmen, offered "Booster Brothers" a place they go could go to exchange business cards and snappy pleasantries--so long as they didn't suggest that anything was less than peachy keen. Never was heard a discouraging word--it was practically in the bylaws. There was quite a bit of this sort of boosterism in the '20s. You may recall how that decade ended.
http://www.money.com/money/depts/websmart/webwatch/archive/000725.html
David Weed
aka the Bird of Prey
www.warp-drive.com
Now I'm not a lawyer, nor have I ever played one on TV. But can someone explain to me how the following could be protected under safe harbor when management KNEW that production had been halted for a month or more at the time these were released? Also one PR claims over 520 stores five weeks after the 10Q says twelve and production was halted. Maybe it's not Madeline we should be calling.
the PR's in Question...
Aqua Vie Expands Availability to All California and Nevada Albertson's Stores; Company Plans Expansion to Additional Key Markets Throughout the Summer
MONDAY, JUNE 11, 2001 6:01 AM
- PRNewswire
KETCHUM, Idaho, Jun 11, 2001 /PRNewswire via COMTEX/ -- Aqua Vie Beverage Corporation (OTC:AVBC) announced today that it has received authorization for placement of its Hydrator(TM) line beginning in June in all northern California Albertson's, making Aqua Vie Hydrators(TM), which are experiencing excellent consumer acceptance, available in over 520 Albertson's stores throughout the western region. With this additional placement of product in northern California, Aqua Vie product availability through Albertson's includes the states of California and Nevada, America's number one market for bottled water and new age beverages, as well as Texas and Oklahoma. In-store promotions and end-cap programs will be underway during the latter half of June.
"Aqua Vie's availability in California through Albertson's and other leading grocery chains provides important critical mass in the nation's key water beverage market as we continue to expand into other major U.S. markets," said Thomas Gillespie, President and Chief Executive Officer of Aqua Vie Beverage Corporation. He indicated that the company expects to enter several additional regional markets during the course of this summer, with specific emphasis on the Pacific Northwest and the southwestern United States.
Founded in 1939, Albertson's (NYSE:ABS) operates a chain of grocery stores in 37 states served by 22 distribution centers strategically located throughout its operating area in Arizona, California, Colorado, Florida, Idaho, Illinois, Oklahoma, Oregon, Pennsylvania, Texas and Utah.
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 that are 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 it assumes no responsibility to update or revise such forward- looking statements. Editors and investors are cautioned that such 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, but are not limited to, 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 any periodic filings with the Securities and Exchange Commission.
MAKE YOUR OPINION COUNT - Click Here
http://tbutton.prnewswire.com/prn/11690X46074590
SOURCE Aqua Vie Beverage Corporation
CONTACT: Thomas Gillespie, President, Chief Executive Officer of Aqua
Vie Beverage Corporation, 208-622-7792; or Madeleine Franco of Jordan Richard
Assoc., 801-268-8610, ir@jordanrichard.com, for Aqua Vie Beverage Corporation
URL: http://www.aquavie.com
http://www.prnewswire.com
Copyright (C) 2001 PR Newswire. All rights reserved.
KEYWORD: California
Idaho
Nevada
INDUSTRY KEYWORD: SUP
REA
FOD
OTC
News Provided By COMTEX
Aqua Vie Hydrators(TM) ... Find Them First in Northern California At Raley's and Savemart Stores
MONDAY, JUNE 04, 2001 6:00 AM
- PRNewswire
KETCHUM, Idaho, Jun 4, 2001 /PRNewswire via COMTEX/ -- Aqua Vie Beverage Corporation (OTC:AVBC) announced today that retail availability of the company's all-natural Hydrator(TM) water beverages is set to expand during the month of June in northern California through the Raley's and Savemart supermarket chains. In-store demonstrations and retail advertising will commence during the month of July.
Thomas Gillespie, Aqua Vie's president and chief executive officer, indicated that in addition to Raley's and Savemart in northern California, the company continues to expect retail availability to expand throughout the western region during the month of June and for the remainder of the summer. "Aqua Vie Hydrators(TM) continue to experience a high level of consumer acceptance in our initial region of large-scale distribution, and especially in the highly competitive California market. We intend to capitalize on a hot summer to increase consumer awareness and demand through regional advertising and in-store promotions," said Gillespie.
Founded in 1935 as "The Nation's First Drive-In Market," Raley's is a northern California and Nevada grocery chain operating the Raley's Supermarkets and Drug Centers, Bel-Air Markets, Nob Hill Foods, and the Food Source warehouse stores.
Savemart operates over 100 grocery stores in northern California under the Savemart, S-Mart and Food Maxx banners.
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 that are 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 it assumes no responsibility to update or revise such forward- looking statements. Editors and investors are cautioned that such 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, but are not limited to, 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 any periodic filings with the Securities and Exchange Commission.
MAKE YOUR OPINION COUNT - Click Here
http://tbutton.prnewswire.com/prn/11690X84878771
SOURCE Aqua Vie Beverage Corporation
CONTACT: Thomas Gillespie, President, Chief Executive Officer of Aqua
Vie Beverage Corporation, 208-622-7792; or Madeleine Franco of Jordan Richard
Assoc., 801-268-8610, ir@jordanrichard.com, for Aqua Vie Beverage Corporation
URL: http://www.aquavie.com
http://www.prnewswire.com
Copyright (C) 2001 PR Newswire. All rights reserved.
KEYWORD: Idaho
California
INDUSTRY KEYWORD: FOD
REA
OTC
News Provided By COMTEX
Aqua Vie Hydrators(TM) to Be Available Through Industry Giant Fleming Foods; Expands Regional Retail Availability in California and Western U.S.
FRIDAY, MAY 25, 2001 5:39 PM
- PRNewswire
KETCHUM, Idaho, May 25, 2001 /PRNewswire via COMTEX/ -- Aqua Vie Beverage Corporation (OTC:AVBC) announced today that industry giant Fleming Foods (www.fleming.com) has joined the company's sales and marketing system and will make Aqua Vie Hydrators(TM) available to its network, which serves over 3000 supermarkets throughout the United States, including a number of independent regional banners.
Thomas Gillespie, Aqua Vie's president and chief executive officer, said, "We anticipate a significant geographic expansion of retail availability during the month of June and throughout the summer as a result of the addition of Fleming and the coordinated distribution efforts of several additional distributors and brokers in Northern California and the Pacific Northwest, as well as Arizona, Nevada, Texas and Oklahoma."
Aqua Vie continues to make excellent progress in Southern California, especially throughout the Albertson's system, consisting of more than 300 stores statewide, and product is being well received by consumers. Additionally, Ralphs and Randalls (a division of Safeway) will begin offering Aqua Vie Hydrators in early June throughout their respective service areas. In-store demonstrations will be taking place throughout the summer in various Albertson's, Ralphs and Randalls locations.
"We are excited about recent developments and pleased to report that several pilot distributors and brokers have now re-upped and increased the size of their programs," said Gillespie. He indicated that the company expects to achieve significant market penetration and additional same-store shelf space in the Western United States during the summer of 2001. "We are confident that Aqua Vie's exceptional 'drinkability' and consumers' preference for good taste will help us make noticeable inroads throughout the summer season," said Gillespie.
Fleming Foods (NYSE:FLM) is the industry leader in distribution and has a growing presence in value retailing. The company serves 3000 supermarkets including more than 700 North American stores of global supermarketer IGA and other regional banners, 5000 convenience stores and nearly 1000 supercenters, discount, limited assortment, drug, specialty and other businesses. Fleming also operates price impact stores throughout the United States under the Food4Less banner and, soon to come, the Fresh4Less banner.
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 that are 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 it assumes no responsibility to update or revise such forward-looking statements. Editors and investors are cautioned that such 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, but are not limited to, 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 any periodic filings with the Securities and Exchange Commission.
MAKE YOUR OPINION COUNT - Click Here
http://tbutton.prnewswire.com/prn/11690X65915928
SOURCE Aqua Vie Beverage Corporation
CONTACT: Thomas Gillespie, President, Chief Executive Officer of Aqua
Vie Beverage Corporation, 208-622-7792; or Madeleine Franco of Jordan Richard
Assoc., 801-268-8610, ir@jordanrichard.com, for Aqua Vie Beverage Corporation
URL: http://www.jordanrichard.com
http://www.aquavie.com
http://www.prnewswire.com
(C) 2001 PR Newswire. All rights reserved.
KEYWORD: Idaho
INDUSTRY KEYWORD: REA
ADV
SUBJECT CODE: PDT
News Provided By COMTEX
David Weed
aka the Bird of Prey
www.warp-drive.com
Well...
The 10Q and the amended 10Q's from the last two quarter's confirm everything we have been talking about for six month's now.
Dilution result of Company sale of stock - see share counts from preferred shares section.
Dilution result of "convertible" nature of Preferred shares - see explanation of Series D
Sales of product - all of this dilution and at present NO PRODUCT BEING PRODUCED, NO PRODUCT BEING SHIPPED, growth of location was 12 stores during quarter, revenue down, earnings down, stock price down, investors down, etc. etc. etc.
In a brilliant move to turn this around TG has decided to SUE THE PRODUCTION FACILITY, that should get production rolling again real soon.
But, I am sure that had I only been telling everyone what a wonderful company this was and how they should all buy as much stock as they possibly could and that it would soon be at $20 a share (.75 next week!), that none of this would have happened. There would not have been the dilution if I had not said anything about dilution. There would not have been the Series D shares if I had never said anything about CD/ACC's. And the stock would be at $20 a share if I had only been more positive.
If I had only bought shares myself this wouldn't have happened.
And If a frog had wings, it would not bump his posterior on the ground either.
I did not hold a gun to TG's head and force him to set up and run HIS company this way. PUT the blame where it belongs.
There it is folks in black and white...TG is selling HIS PREFERRED SHARES TO YOU AS COMMON SHARES. AND HE IS NOT SELLING ANY WATER, HE ISN"T EVEN MAKING ANY!
Paint it any way you want...it is there in the filing for all to see.
To predict future dilution divide $300,000 by the current share price. this will tell you the number of shares that will be sold to cover expenses at AVBC.
David Weed
aka the Bird of Prey
www.warp-drive.com
for your review, unedited and without commentary...
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, 2001
[ ] 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 of incorporation) (IRS Employer 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 [ ] NO [X] As of the quarter ending January 31, 2001 the
Registrant has been subject to the filing
requirements of the Securities Act of 1934 for
less than 90 days.
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, 2001
Common Stock, Par value $0.001 47,159,285
1
<PAGE>
Item 1. Financial Statements:
Aqua Vie Beverage Corporation
BALANCE SHEET
<TABLE>
<CAPTION>
Apr. 30, 2001 Jul. 31, 2000
(unaudited)
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ -- $ 11,127
Accounts receivable (net of $0 allowance for doubtful accounts) 80,792 25,238
Inventories 213,691 249,790
Prepaid expenses and deposits 185,155 93,476
----------- -----------
Total current assets 479,638 379,631
Equipment (net of $69,463 and $24,847 accumulated depreciation) 132,145 127,489
Intangibles (net of $26,812 and $19,500 accumulated amortization) 70,688 77,998
----------- -----------
Total assets $ 682,471 $ 585,118
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 431,271 $ 154,621
Overdraft payable 40,325 --
Shareholder loans payable 383,975 --
Notes payable 215,000 792,000
Accrued expenses 68,258 467,564
Loans from related parties 157,137 353,600
----------- -----------
Total current liabilities 1,295,965 1,767,785
----------- -----------
Long-term debt -- 18,362
----------- -----------
Total liabilities 1,295,965 1,786,147
Commitments and Contingencies -- --
STOCKHOLDERS' DEFICIT
Preferred stock: $0.001 par value 1,000,000 shares authorized,
Issued and outstanding:
Series A (200,000), outstanding: 1,973 and 2,557 2 3
Series B (200,000), outstanding: 991 and 4,653 1 4
Series C (10,000), outstanding: 0 and 200 -- --
Series D (20,000) outstanding: 12,000 and 0 12 --
Common stock:
$0.001 par value, 120,000,000 shares authorized
Issued and outstanding: 47,159,285 and 30,811,408 47,159 30,811
Additional paid-in capital 4,480,801 2,422,234
Subscriptions Receivable (309,702) --
Accumulated Deficit (4,831,768) (3,654,081)
----------- -----------
Total stockholders' deficit (613,495) (1,201,029)
----------- -----------
Total liabilities and stockholders' deficit $ 682,471 $ 585,118
=========== ===========
</TABLE>
2
<PAGE>
Aqua Vie Beverage Corporation
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Apr. 30, 2001 Apr. 30, 2000 Apr. 30, 2001 Apr. 30, 2000
(unaudited) (unaudited) (unaudited) (unaudited)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ 40,411 $ 34,462 $ 765,772 $ 64,712
Cost of Sales 28,308 -- 584,694 --
------------ ------------ ------------ ------------
GROSS PROFIT 12,103 34,462 181,078 64,712
OPERATING EXPENSES
Promotion and Advertising 46,779 277,891 372,234 408,676
General and Administrative 215,066 393,954 1,469,694 938,391
Depreciation and Amortization 18,590 9,773 57,016 27,072
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 280,435 681,618 1,898,944 1,374,139
------------ ------------ ------------ ------------
Loss from Operations (268,331) (647,156) (1,717,865) (1,309,427)
Interest Expense (63,714) 15,921 56,064 65,103
------------ ------------ ------------ ------------
Net Loss Before Extraordinary Item (204,618) (663,077) (1,773,930) (1,374,530)
Extraordinary Item:
Forgiveness of Accrued Payroll,
Net of Income Tax -- -- 499,968 --
------------ ------------ ------------ ------------
Net Loss $ (204,618) $ (663,077) $ (1,273,962) $ (1,374,530)
============ ============ ============ ============
Weighted average number of shares outstanding: 43,656,396 26,488,858 36,827,085 24,771,289
============ ============ ============ ============
Basic and diluted loss per share before
extraordinary item $ (0.005) $ (0.025) $ (0.048) $ (0.055)
============ ============ ============ ============
Basic and diluted income per share from
extraordinary item $ -- $ -- $ 0.014 $ --
============ ============ ============ ============
Basic and diluted loss per share after
extraordinary item $ (0.005) $ (0.025) $ (0.035) $ (0.055)
============ ============ ============ ============
</TABLE>
3
<PAGE>
Aqua Vie Beverage Corporation
STATEMENTS OF CASH FLOWS
Nine Months Ended
April 30
2001 2000
(unaudited) (unaudited)
----------- -----------
OPERATING ACTIVITIES
Net loss $(1,273,962) $(1,374,530)
Adjustments to reconcile net loss
to net cash used by operating activity:
Depreciation and amortization 57,016 27,072
Accrued compensation -- 180,000
Forgiveness of compensation 499,998 --
Prior-year expense in retained earnings 52,488 --
Changes in operating assets and liabilities:
Issuance of shares for services 364,588 --
Advances to shareholder -- 506,350
Accounts receivable (55,554) (7,665)
Note receivable -- --
Accounts payable 276,650 101,437
Shareholder loans payable 383,975 --
Overdraft payable 40,325 --
Accrued expenses (399,306) 13,815
Loans from related parties (196,463) --
Inventories 36,099 (189,093)
Prepaid expenses (91,679) 103,794
----------- -----------
Net cash used by operating activities (305,827) (638,820)
INVESTING ACTIVITIES
Purchase of intangibles -- --
Purchases of equipment (49,272) (79,959)
----------- -----------
Net cash used by investing activities (49,272) (79,959)
FINANCING ACTIVITIES
Stock sales cash proceeds 598,484 480,238
Debt converted to stock 340,850 --
Long-term debt (18,362) --
Notes payable (577,000) 213,000
Net cash provided by financing activities 343,972 693,238
Increase (Decrease) in cash (11,127) (25,541)
Cash - Beginning of period 11,127 27,298
----------- -----------
CASH - END OF PERIOD $ 0 $ 1,757
=========== ===========
SUPPLEMENTAL CASHFLOW INFORMATION:
Corporate income taxes paid $ -- $ --
Interest paid $ 195,725 $ --
NON-CASH TRANSACTIONS:
Debt converted to stock $ 340,850 $ --
Notes payable and accrued interest forgiven $ 499,998
Note payable converted to long-term debt $ -- $ 340,000
820,000 common shares were issued for services -
August & October 2000 $ 344,578 $ --
Notes payable and accrued interest converted to
common stock -- $128,960.00
4
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - STATEMENT OF ACCOUNTING
The interim financial statements of Aqua Vie Beverage Corporation included
herein, have been prepared without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Although certain information normally
included in financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted, the Company believes that
the disclosures are adequate to make the information presented not misleading.
The accompanying interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in the Company's
annual report on Form 10-K for the fiscal year ended July 31, 2000.
The financial statements included herein reflect all normal recurring
adjustments that, in the opinion of management, are necessary for a fair
presentation of the results for interim periods. The results for interim periods
are not necessarily indicative of trends or of results to be expected for a full
year.
NOTE 2 - EXTRAORDINARY ITEM
Subsequent to the ending of this reporting quarter, the Company discovered
certain revenue figures that had been booked in error for the quarters ending
October 31, 2000 and January 31, 2001. It has re-filed the Form 10QSB's for
those two quarters with the corrected financial information. The correction of
these errors did not affect the final income, per share loss or the financial
statements as previously reported for those periods.
NOTE 3 - STOCK SUBSCRIPTION AGREEMENT
The stock subscription agreement executed on November 21, 2000 and reported in
the previous quarter for the sale of 12,000 shares of $.001 par value Series D
Preferred stock for the aggregate purchase price of $1,200,000, the equivalent
of $100 per preferred share, has been funded to the extent of $891,000 during
this reporting quarter and the first month of the subsequent quarter reporting
period.
NOTE 4 - SUBSEQUENT EVENT
During March, 2001, the Company entered into a Shipping and Security Agreement
with a central California contract manufacturer. The Agreements provide 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.
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 Southern California. Subsequently, the Company increased it
sales and marketing efforts. Due to production difficulties, the contract
manufacturer halted production under the agreement. To date, the Company's
marketing efforts have resulted in authorizations for placement of its products
in stores of approximately a dozen additional grocery store chains.
5
<PAGE>
The Company has informed the contract manufacturer of the Company's intention to
seek redress in the amount of $385,700 to compensate the Company for a
production shortfall and quality assurance problems. The Company has submitted
portions of this claim to the contract manufacturer and has reserved these claim
amounts, which have not been entered into the books of the Company and do not
affect the financial statements as submitted in this report. To date, this claim
and the issues on which it is based, remains unresolved, and the Company is
considering alternative settlements. Management believes that these issues can
be resolved to the parties' mutual satisfaction.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Aqua Vie Beverage Corporation, a Delaware corporation, was incorporated on July
30, 1998 and was formed as a successor to another Delaware corporation
liquidated in bankruptcy in 1997. Throughout most of its fiscal year ending July
31, 2000, Aqua Vie was a traditional development stage company whose early
efforts encompassed the development of a new category of beverages called water
beverages, and the sales and marketing of the first all-natural, lightly
flavored bottled spring waters, call Hydrators. In the quarter ended October 31,
2000, the Company had appeared to have emerged from the development stage and
actively commenced the sale of its products. In the quarter ended April30, 2001,
the Company's selling efforts, including a major sales commitment from its
contract bottler, pushed year-to-date sales to just over the three
quarter-million-dollar threshold.
At April 30, 2001, the Company's total assets of $682,000 exceeded that of
$585,000 at its July 31, 2000 year-end. Although the composition of the assets
changed during this interim period as most of the year-end inventories were sold
and converted to accounts receivable. Similarly, total current assets at April
30, 2001 of $460,000 were higher than year-end current assets of $380,000
because of the increase in the balance of prepaid expenses and deposits. The
Company's current liabilities decreased from $1,768,000 at July 31 to $1,296,000
at April 30 while the composition of this debt shifted from short-term loans to
increased accounts payable and shareholder loans payable.
During its first two years of existence (from inception to July 31, 2000), the
Company accumulated a deficit of $3,654,000. In the subsequent nine months ended
April 30, 2001, the Company's accumulated deficit grew to $4,832,000 as the
Company's marketing and executive expenses burgeoned, creating a quarterly
operating loss of $205,000 and a semi-annual operating loss of $1,274,000.
During March, 2001, the Company entered into a Shipping and Security Agreement
with a central California contract manufacturer. The Agreements provide 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.
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 Southern California. Subsequently, the Company increased it
sales and marketing efforts. Due to production difficulties, the contract
manufacturer halted production under the agreement. To date, the Company's
marketing efforts have resulted in authorizations for placement of its products
in stores of approximately a dozen additional grocery store chains.
6
<PAGE>
The Company has informed the contract manufacturer of the Company's intention to
seek redress in the amount of $385,700 to compensate the Company for a
production shortfall and quality assurance problems. The Company has submitted
portions of this claim to the contract manufacturer and has reserved these claim
amounts, which have not been entered into the books of the Company and do not
affect the financial statements as submitted in this report. To date, this claim
and the issues on which it is based, remains unresolved, and the Company is
considering alternative settlements. Management believes that these issues can
be resolved to the parties' mutual satisfaction.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's revenues of $40,000 for the quarter ended April 30, 2001 were a
modest increase from the $35,000 of revenues in the corresponding third quarter
of the prior fiscal year. Year-to-date revenues of $766,000 for the first nine
months ended April 30, 2001 also reflect successful sales efforts in comparison
with the incipient sales of $64,000 for the prior year nine-month period but are
much less than what had been anticipated due to the processor's quality
assurance problem and the resultant lack of inventory.
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, 2001, the Company had negative
working capital of $816,327, although this amount represents an improvement in
liquidity and capital resources from its negative working capital position of
$1,388,000 at July 31, 2000. The improvement is principally attributable to
sales of common stock the proceeds realized from the Series D Preferred
transaction.
In the nine months ended April 30, 2001, the Company funded a portion of its
operations from the sale of its common stock, which raised $740,000 in cash. In
addition, Aqua Vie financed its operations by a combination of increasing trade
payables, issuing shares for services valued at $345,000, converting $341,000 of
short-term debt into stock, and negotiating the forgiveness of almost $500,000
in accrued liabilities from a related party. This recent mix of diversified
funding sources contrasts with the corresponding nine months of the prior year
when the primary source of funds was $480,000, originating with the Company's
sale of its stock.
In the prior quarter, the Company paid off its only long-term debt, which was
$18,000 at July 31, 2000, and now stands free of long-term debt at April 30,
2001.
The Company anticipates that its use of cash will be substantial for the
foreseeable future. In particular, management of the Company expects substantial
expenditures in connection with production of 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 Company does not expect to incur 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 equity
and/or debt securities, as needed.
7
<PAGE>
The availability of sufficient future funds for Aqua Vie will depend to a
significant extent on the market acceptance of the Company's primary product
line by retail chains. Accordingly, the Company may be required to issue
securities to finance such working capital requirements. 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. While the Company's nine-month
revenues of $766,000 were over twenty times as large as the nine-month revenues
of the prior fiscal year, sales to date have not been sufficient to cover the
costs of operations. The Company's ability to develop increasing revenues and
profitable net income is dependent upon the effectiveness of its marketing
efforts in generating sales of its line of flavored spring water products.
For the nine months ended April 30, 2001, the Company's sales produced gross
profit of $181,078, which compares favorably with the smaller gross profit of
$65,000 for the nine months of the prior fiscal year. Operating expenses were
$1,899,000 for the nine months ended April 30, 2001 and were only $1,309,000 for
the same period of the prior year. The year-to-year change principally reflects
an increase in marketing expenses which directly correlates with increased
revenues. During this same year-to-year time frame, the increase in operating
expenses also reflects heightened expenditures for general and administrative
expenses which were substantially offset by reduced expenses for professional
fees.
In the quarter ending January 31, 2001, the Company's statement of operations
reflects an extraordinary item, $500,000 (or $0.01 per share) of gain from
forgiveness of accrued compensation by a related party. There were no similar
extraordinary items in the corresponding or previous periods presented.
The Company's net loss of $205,000 for the three months ended April 30, 2001
resulted in a net loss per share of $0.005 for the quarter. This contrasts with
a net loss of $663,000 for the three months ended April 30, 2000, which also
posted a per share loss of $0.025. The Company's year-to-date net loss of
$1,274,000 is after the extraordinary gain of $500,000 reported in the previous
quarter and equates to a year-to-date per share net loss of $0.035, comparable
to the prior year nine-month per share net loss of $0.055.
8
<PAGE>
PART II - - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware of
any such meaningful proceedings contemplated against it. The Company anticipates
that in the future it will have conflicts as regards certain Accounts Payable
for services invoiced but not adequately performed and for the use of selected
names for products and product lines in selected market places.
ITEM 2. CHANGES IN SECURITIES
Recent Sales of unregistered securities.
Pursuant to a stock purchase agreement dated November 21, 2001, the Company
agreed to sell 12,000 Series D Preferred Shares for $1,200,000 cash to an
accredited investor under Regulation D. All but $309,000 has been paid on said
subscription Proceeds are to be used for general working capital, including
slotting fees and marketing expenses. The Series D Preferred Shares are to be
designated and filed with the State of Delaware by April 15, 2001, which has
been delayed and said designation should be examined for the exact terms
thereof, of which the following is only a summary. The Series D Preferred Shares
are convertible to Common Shares under terms generally similar to Series B
Preferred Shares (the terms of which are incorporated by reference from the 10k
S-B filing of the Company on November 15, 2000, and which are also available
also from the State of Delaware) with the following principal differences: (1)
The preferences were set at $100 per share; (2) voting rights were 9,167 common
share equivalent for each preferred share, compared to 6,000 shares (adjustable)
under Series B; (3) Conversion to common was at 1,666.7 common share for each
preferred share; (4) the right to convert to common without consent of the
Company commences June 30, 2002; (5) the adjustment for Market success in Sec.
5(k) of the B Designation was changed to provide for a 5% increase in stock
under the conversion for each $.05 that the common shares traded at $.25 or more
to a maximum of trading at $2.50 per common share; (5) the anti-dilution
adjustment in 5(h) of the B Designation was eliminated for the Series D
Preferred Shares. As with the Series B Shares, an irrevocable proxy for voting
was given to Mr. Gillespie for so long as the original holder held the Preferred
Shares or as converted common shares. A condition of the subscription was that
remaining Series A Preferred Shares would waive future anti-dilution rights
there under, and that the conversion to common for those shares would be fixed
at 2,500 shares for those preferred shares remaining outstanding. Subsequently,
the Series A Preferred Share anti-dilution requirement was waived and that
series will convert at the same conversion ratio as for the Series B Preferred.
9
<PAGE>
ITEM 3. DEFAULTS ON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Statements in this discussion which are not historical facts may be
considered forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. The words "believe", "expect",
"anticipate", "estimate" and similar expressions identify forward looking
statements. Any forward looking statements involve risks and uncertainties that
could cause actual events or results to differ, perhaps materially, from the
events or results described in forward looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of their dates. The Company undertakes no obligation to publicly update
or revise any forward looking statements, whether as a result of new
information, future events or otherwise. Risks associated with the Company's
forward looking statements include, but are not limited to, risks associated
with the Company's history of losses and uncertain profitability, need for
market acceptance of the HYDRATRORTM product line, the Company's reliance at
this time on a single product line, reliance on the market distribution and
retail system and risks associated with the Company's international operations,
currency fluctuations, the risk of new and different legal and regulatory
requirements, governmental approvals, tariffs and trade barriers, risks
associated with competition and technological and product innovation by
competitors, dependence on proprietary formulas, general economic conditions and
conditions in the beverage industry, reliance on key management, limited
manufacturing production history with respect to the aseptic bottling system,
maintenance of quality control by the contract bottler, dependence on key
suppliers, future capital needs and uncertainty of additional financing,
potential recalls and product liability, dilution, effects of outstanding
convertible debentures and preferred stock , limited public market, liquidity,
possible volatility of stock price, recently adopted new listing standards for
NASDAQ securities and environmental matters.
AQUA VIE BEVERAGE CORPORATION
(Registrant)
Date June 20, 2001 By: /s/ Thomas J. Gillespie
---------------------------
Thomas J. Gillespie
Chief Executive Officer &
President
10
Filing information
http://www.freeedgar.com/Search/FilingsResults.asp?SourcePage=CompanyList&CIK=1068104&UseFra...
10QSB for latest quarter and 10QSB/A for the two most recent quarters before that.
Interesting reading. Comments?
David Weed
aka the Bird of Prey
www.warp-drive.com
What is an "underlying basis"?
We've seen them so many times...the posts that scream "this stock is going to the moon!" or "the stock is going nowhere" with no other commentary whatsoever. We ask "why do you say this?"
What we are looking for is the posters "underlying basis", the reason they think the stock will go up, down or nowhere.
But what is an underlying basis?
Does it require hours of research, reviewing the filings with a magnifying glass?
Does it require visiting the company? Talking with the CEO? Touring the facilities?
Or can it come from reading tea leaves?
The answer for these questions is yes. For different individuals any one or any combination of the above could be sufficient research before buy or selling a position. There are many ways one can evaluate a stocks suitibility for investment. As varied as the investors are themselves, there are many forms of underlying basis. Some will research every scrap of paper available and others will find the date of the company's inception and plot it's astrological chart to try and come up with a reason to buy or sell a particular stock. Still others with consult psychics, review the stocks trading history or ask friends and family what they think. SOme of the most successful investors of all time based their investment choices on the items they had in their pantry!
Is any one form of what is often called "due diligence" right or wrong?
No, an investor may have been sticking pins in voodoo dolls for years to try and gain an upper hand on the market. If that person is convinced that his "system" is working then, at least in his mind, it is a valid means of evaluating investments.
Some folks have been enormously successful with some truly off the wall investment strategies. How can you argue with someone who's investment style is based on the outcome of his favorite sports teams games, when he has made a million dollars doing it?
Of course, here on the internet we often don't know what a particular persons investment strategy is. Unfortunately many are unwilling to share their personal styles, either to protect the preferred style's effectiveness or out of embarrassment. Given the cruelty expressed by many so called human beings on the internet this is entirely understandable. Of course many of those heartless folks don't reveal their strategies either!
Some folks may base their investment decisions on what they find on stock message boards. While many would consider this the epitome of foolishness, a few have been successful doing so. My point in presenting this is that regardless of one's personal investment style...you could be right! Don't fear the bully's, make them reveal their "underlying basis". What you may discover is that they don't have one or their style may lead you to more successful investing. Either way you win!
In conclusion, before you make that "to the moon" post...think about "why" you think it's going to the moon...and say so! After all one of your readers may be reading tea leaves to pick stocks and the leaves say it's going down!
David Weed
aka the Bird of Prey
www.warp-drive.com
I too must jump on the "stay Oldblue" bandwagon. Without his commentary we will be missing out on his wit and wisdom. I do hope that he will once again grace us with his presence.
David Weed
aka the Bird of Prey
www.warp-drive.com
Frank,
It would also be nice if no one every said anything bad about the president of the United States! Under your system we might never have learned about Watergate or Ms. Lewinsky. and while it can be argued that knowing did nothing for the country...it can't be argued very well.
David Weed
aka the Bird of Prey
www.warp-drive.com
Yes bob I do understand that. And I would have been pleased had it paid off. Remember I was still a shareholder as recently as March.
I have thought that Management was using AV for it's own purposes for sometime now, but without real evidence to support it I had no choice but to hope otherwise. I discount the Dysfunctional theory after reading the filings. Too many items that leave no room for error in them to be the work of the inept. Naples and gator have long held that TG was lining his own pockets with shareholders money while never getting anything done to move the company forward.
I hate being right sometimes...this all started as a way to prove Naples and Gator wrong...time and the facts led me to conclude otherwise. Your post may be just your humble opinion...but it is an opinion that many already agree with and more will be joining in the coming weeks.
David Weed
aka the Bird of Prey
www.warp-drive.com
Well now we know!
Gary and I have been trying to figure this out for months! And it explains the increase in the dilution as well!
So we have a CEO with stock to sell...who wants to sell without having to report it in advance...who creates a vehicle that will allow him to do just that...who lines up "investors" with a smooth sales pitch...and then sells everything he can!
And he has been doing this for years! When the OS gets too high...have an attempted takeover force you into BK...emerge a new entity playing the same game...OR...RS the stock when necessary.
As long as you can find new suckers for the game it can go on for a very long time. You might even say the potential is UNLIMITED!
David Weed
aka the Bird of Prey
www.warp-drive.com
I have just been informed that effective tomorrow I will be Chairman of this board. I have already extended an invitation to Knepperbob to serve as a director here and am accepting volunteers for the second director position as well.
Above all let me assure everyone that my primary goal is to make this board a safe place for anyone to post. Free from personal attacks or from repeated off topic posts on irrelevant subjects. Depending on when the transfer takes place there will be a new Ibox posted. I recommend that everyone review it when it is posted.
David Weed
aka the Bird of Prey
www.warp-drive.com
KB,
I believe his assertions were a complete fabrication.
First the pitch - Buy now because big things are coming this summer. Lots of "big boys" waiting in the wings. Just need a big announcement or two to get the ball rolling.
I'll agree that this has turned out not to be true. However, much of this statement was not available to the general public at the time you indicated (beginning of year). Several "big announcements" have indeed been made since the beginning of this year. But little in the way of real progress with the company. I am not accusing you or your FA of any wrongdoing. I do know that this kind of pitch is common among CEO's, especially on the OTCBB. I personally consider that kind of information to advantageous to the recipient...unless the CEO is providing misinformation.
Which brings me to my second point...
Since you and your compadres are not in a profitable position there is little likely hood of anything serious being filed against you or them for insider trading. TG is quite another matter entirely, By providing this information he would be in serious hot water regardless of the statement's veracity. On the one hand he at least providing unreleased information to favorable parties. On the other he is practicing Fraud. Making untrue statements with the intent of transfering wealth from one party to himself (in this case he and the company are one).
I can imagine that there are many investors like yourself and your FA in TG's past. What has allowed him to continue such a charade I can only guess at.
My first thought is that...fearful of an SEC investigation for "insider trading" none have reported him for the fraud.
Any way you look at this it doesn't come out good for TG or AVBC.
Final point, If you and your FA really believe you were duped by TG, it is your duty to the general public to report it to the SEC.
David Weed
aka the Bird of Prey
www.warp-drive.com
KB,
Whoa! that is almost as bad as what I thought...maybe worse!
I can understand why some might want to call it a misunderstanding. It almost appears as if TG presented your FA with "inside information". Since the SEC frowns on both the tipper and the tipee in an inside info investigation your FA might want to put as much distance as possible from that issue.
However it does point again to the credibility of management and much more!
More on this later,
David Weed
aka the Bird of Prey
www.warp-drive.com
KB, I want to be really clear on what you are saying...
Correct me if I am wrong. You are saying that your financial advisor has confirmed that the PR's concering Lyons, Power etc. were false at the time they were issued? That no agreement with those firms and AVBC ever existed?
Please elaborate as this is a very serious charge, and one that should be brought to the attention of the SEC regardless of whether it is factual or not.
(KB, I am not doubting your veracity...just being very cautious.)
David Weed
aka the Bird of Prey
www.warp-drive.com
Gary! Don't give away all of my secrets! 8>)
BOP has calculated the dilution based on the G&A expenses and cost of revenues monthly divided by the share price and thus the result is a projection dilution to the outstanding.
David Weed
aka the Bird of Prey
www.warp-drive.com
Yes, Frank (OB) deleted your post. As soon as Matt returns
the post will be reviewed by IHUB admin for a final determination. I expect it will stand.
And it is certainly my intention to see to it that the free flow of information from ALL sides is maintained.
David Weed
aka the Bird of Prey
www.warp-drive.com
Knepperbob's post should not have been deleted. I have restored it because I can find no part of it that violates the TOU for IHUB. It is very negative concerning The CEo of AVBC and his apparent manipulation of the stock structure to the detriment of shareholders.
In order to promote free discussion both sides of an issue must be allowed to speak. I sugesst that those that object to Knepperbob's post respond with professionalism and hard evidence to refute his claims.
David Weed
aka the Bird of Prey
www.warp-drive.com
Matt,
If a chairperson removes a post and a director restores it (or vice-versa) will ADmin still review the post to decide final disposition?
David Weed
aka the Bird of Prey
www.warp-drive.com
Ahhhh...Vinny....
you come to me....on the day of my daughter's wedding...and you demand justice...I will grant you this favor...but someday I will need a favor from you...and you will grant me this favor...
what will I do to this Jeffri?...I'll make him an offer...that he can't refuse!
David Weed
aka the Bird of Prey
www.warp-drive.com
SirVinny!
I believe the correct reference would be *moistened* tart who wears army boots. 8>)
And let's pray she doesn't start lobbing scmitars either...don't need anymore Kings running around!
David Weed
aka the Bird of Prey
www.warp-drive.com
Gary don't forget that on 3-1-01 the OS count was 40,929,285, and aren't we supposed to cut the volume figures in half because the volume represents both sides of the trade?
If you make those two changes you get
Total Volume from 3-7-2001 27,496,900 /2 =13,748,450
Total Dilution in Outstanding 13,708,888
Which makes it pretty obvious that outside of the shares being issued by the company very few shares are being traded. Think about it. Most of the current shareholders are either longs who never have sold or newbies that just bought!
15 weeks and almost 14 million shares added to the OS.
If we accept an average price of .11 for the period that's...
$1,507,977.00
Now remember that according to the company's own filings it needs about $300,000 a month to run. The above figures show stock sales to be generating around 425-450,000 per month. It is possible that expenses are higher now. But are there not also now some revenues from water sales? Aren't we expecting to see numbers over $600,000 for this 10Q?
I won't mention that there is supposed to be financing in place to cover the production expenses.
Rule #1 - If you want to know why something is happening...FOLLOW THE MONEY!
David Weed
aka the Bird of Prey
www.warp-drive.com
KB,
Let's chalk it up as a learning process. Frank (OB) is learning how to be a chairman "on the fly" as this is a new concept. He will (as will we all) make mistakes. There are checks and balances in place to prevent things from getting out of hand like they have on RB. Given time and a little patience on all our parts I am sure that Frank can and will become a good Chairman.
Having said that please remember that is is one thing to say "TG has the power to R/S the stock whenever he wishes" and quite another to say "TG is a lowlife worm who should be taken out back and strung up by his toenails"
The first statement is absolutely correct and does nothing more than state a fact provable in the filings. We may not like the idea and we of course all hope that he will not R/S the stock...but he does have that decision making power.
The second statement is complete conjecture and utterly a matter of personal opinion. If used in a normal context (not purely for example purposes as it is here) it would be a personal attack. Without actual evidence to back up such a claim, it would also be a violation of the TOU and thus subject such a post to possible deletion.
Now if you could show DNA evidence that he was not a man, but actually a worm and it was requirement that all worms with toennail must be strung up by said toenails...you might have an argument for reinstating a post that made such a statement.
Also, we don't want to get into a discussion about the character of the officers of this company. To much of that is subjective and risks leading us into an RB style of dialogue. IMHO, This is what I believe Frank is trying to avoid by asking that we not use TG's name or initials.
You are correct that we he took on the job of CEO of a public company he gave up a great deal of his privacy.
Personally, I don't know TG. Could not tell you what kind of a man he is. What I can tell you is HOW he is running his company. IMHO, AVBC is better at selling stock than it is at selling water.
Also don't forget, I am still a director here. I can and will do all I can to make certain this board remains a truly objective haven. I hope that everyone else will do likewise.
David Weed
aka the Bird of Prey
www.warp-drive.com
Frank,
Unless you are going to prohibit the use of an officers title it makes little sense to nitpick over the use of an officers name or initials.
In particular, referencing the CEO by name regardless of whether the comment is positive, negative or neutral is accepted practice by commentators both amateur and professional.
To refer to the man (or woman) that signs the quartlery report as being in charge of the company and therefore responsible for it's situation (good or bad) does not constitute a personal attack.
Yes, we are speculating on a great many things. If true, some of them would place the CEO of AVBC in a very bad spot. If untrue, they will likely be forgotten in the unqualified success that will surely follow. If any of these specualtions are manufactured attempts to manipulate the price of the stock or interfere with the operation of the company, it is the responsibility of the SEC and/or the company itself to deal with those issues.
I understand that a 1 million share a week average dilution is difficult to swallow. The responsibility for it falls to the man at the top. What ever we get to call him.
BTW, I'm not calling the CEO here a liar or a thief. Nor am I saying that what is happening is even illegal. All I am saying is that what is going on makes this a very questionable investment. Each reader must make up his or her mind and decide if they wish to buy, sell or hold a position in AVBC. For those that read what I have to say and chose to investigate it for themselves...GREAT! For those that disagree for whatever reason...GREAT! I would be immensely pleased to find another answer that places this in a more favorable light. By all means show me! I would be happy to be wrong here.
David Weed
aka the Bird of Prey
www.warp-drive.com
vegas,
some of the share issued may...
A. not have traded yet
B. traded before 3 weeks ago.
sometimes it can take a while for certain trades to show up in the TA report.
It is more likely that this increase represents the payment for the recent newsletter pumps, and some of those shares were unable to trade due to low volume. Don't worry they'll show up.
David Weed
aka the Bird of Prey
www.warp-drive.com
vegas,
TG won't R/S until he gets near the 120 million mark OS. At the current pace it would be late next summer before that happens. He can only move so much so fast without driving the price too low. He has established that he wants more than he can get with the price hovering at .08 and below. He does seem to be happy selling into every run over .12 though (note OS increases come immediately following short runs).
It is a real shame that such a wonderful product is stuck inside this company. It sure does look like AVBC's #1 product is stock...not water.
David Weed
aka the Bird of Prey
www.warp-drive.com
My last prediction for OS covered 65-70 million by the middle of September. 10.5 million shares and 12 and a half weeks to go! About 840,000 a week would have to be issued to meet my low end estimate. Even if I miss by 5% that is still an awful lot of shares being added. But that is also the pace at which they have been adding shares for the last 9 months or so. Remember that at the end of April they had ~47 million OS, and released a big chunk in early May.
This makes 7 million shares released in the last 7 weeks, so much for a slowdown in the dilution.
Of course if TG and Co are reading my posts they might try to back off the dilution just to prove me wrong. If that is the case I will lower my estimate further so they can meet expectations! 8>)
David Weed
aka the Bird of Prey
www.warp-drive.com
Whoa! 2.5 million share increase in the OS! Interesting that we have all of these block trades going off into the morning runs again with the "settle" at the end of the day being down. I wonder if we'll end today at .12... making me look like a genius! 8>)
adapted from the musical "Oliver!"
More Stock!
Stock for sale!
It's going cheap!
Only a few pennies!
or there abouts!
David Weed
aka the Bird of Prey
www.warp-drive.com
I am awaiting the filing with a worm on my tongue (baited breath)! I doubt it will have any stunning revelations however. It will probably be *exactly* within the *expectations* as expressed on the "old" board over the last three months. Strange how that seems to happen with each filing...remember L&L's 600,000 in sales figure?
I will be reading the report and looking for anything interesting. I'll see if we can get Gary to review it as well.
David Weed
aka the Bird of Prey
www.warp-drive.com
KB,
You know you are turning into one very astute individual. Not only does TG & Co. read these threads, (of which there is ample proof...see mad franco's comments) but there is some evidence that they may have had one or two TG cronies posting over the years and still do!
One of the biggest reasons for bringing this particular thread to life is that I wanted to see who would be the strongest opponents to it on the "old" board. I am not surprised by the results. Only those who truly have something to hide would want to avoid this board like the plague. Talk about "hidden agenda's" if I were to openly speak of what I strongly suspect is really going on with some of these posters over at the "old" board, we would have a real war going on. I'm not talking about "le bros. bird", we already have identified them. There are some very strange "alliances" though that could really make for some juicy storytelling.
Good luck battling the S&M show, I am sure it will make for some interesting reading!
David Weed
aka the Bird of Prey
www.warp-drive.com
KB,
Good post! Wish you had put it here first!
Of course Deja vu all over again. Didn't someone say something similar last June? or was it the summer before? Maybe two years ago? Three?
Not picking on you KB but pointing out we go through this every summer. Hope your AC performs for you!
Here is the relevant post of the day from the "old" AVBC board!
By: knepperbob $$$
Reply To: 30486 by mklinger $$$ Monday, 18 Jun 2001 at 10:15 AM EDT
Post # of 30495
Klinger,
OT: For a glimpse of what I think is wrong with our baby, take a look at AQCB.OB (Aqua Clara). I own 78,000 shares of this one also. About 3 weeks ago (if memory serves), AV and AC were trading about even with each other at just over 10 cents the day I noticed they were even (forget for a moment that AQ was down from HI, AV was up from LO.)
Now, in the last month or so they have both been in the midst of a really 5hitty market, both have a ton of shares outstanding, both have some signs of life but continuing losses from ops, both have burned through a ton of cash, both trade about 250k+ shares per day, both are run by dictatorial CEOs and finally, both have some distribution - ie AV in Albie's and AC in GNC (not all of the similarities are totally accurate and I'm sure some will point out what they feel to be major differences [such as AC being plugged by Williams sisters], but bear with me for the moment).
All summer, I have been told by AV & AC IR that wait till the summer, wait till the weather gets warmer, there will be all kinds of interest in our beverage co. Fine, makes sense to me, right? (BTW, from looking at the chart, both AV & AC have had huge bounces in price in recent years before and during summer)
Well, AC has done just that. It's bounced off its low, close to where I picked it up at well under 10 cents (AV has been as low as .06, I think), and sometimes it's up and sometimes it's down, but there is definetely strong buying interest in this stock just about every single day (just saw a 100k share buy go through at .175 that prompted me to write this) - as advertised by their IR.
AV, on the other hand, has also bounced off the low and spiked to as high as .17+, but on nowhere near the sustained volume or price support (ie big buys at ask) that AC has gotten. In fact, AVs volume since Jan-April has had less volume during May-June than during any two month period dating back more than two years by my count. So what does that say? Where does that leave us?
Does that mean that AV is creating no stir/no interest among its shareholders/customers (in bev., usually one in the same) at the precise point in which they told like everybody it would come? If so, this is the absolute worst credibility killer for me (I mean, cmon, you're in cold beverages and you can't get some buzz going during summer?).
Klinger, at a certain point, there has got to be a general groundswell of interest from beverage-happy people, no? Another pump email blast in this market is not a good sign, even if it does take the pressure off the daily inactivity in the stock for a day or two. All in all, where the heck are the buyers - ie there isn't anybody in the OTC BB market who doesn't know AV - this is the grandaddy of them all in terms of tenure, right?
The data I've compiled is extremely troubling by itself, but when compared to AC, which is in a somewhat similar spot (OTC BB and other similarities above), the lack of performance seems glaring by comparison! I mean, if it's not gonna happen in the heat of the summer, when the heck is it going to happen? - which is why I feel Vegas hit the nail on the head more than any of us in the last 9 months - not sure of the post #, but I can find it if you want.
In any event, I'm trying to be as honest and objective as possible. Do you agree, or feel the above points are not valid? IF so, why not?
David Weed
aka the Bird of Prey
www.warp-drive.com
KB,
Glad you agree with the IHUB crowd. Of course that will make you a target over on the "old" AVBC board. But then again aren't we *ALL* targets over there!
As the new features get added here IHUB will only get better.
One other thing KB, and this is not meant to get your blood pressure up. I've noticed several cantankerous posters on the "old" board have been using an old sign-off of mine. One that you used to find *annoying*. I wonder who they are trying to annoy...you...or me!
BTW, I consider imitation to be the sincerest form of flattery, therefore I smile when I see that "old" sig used by others. I hope that their using it hasn't led to any distress for you.
Have a great Father's Day KB!
"Bother," said Pooh, and called in an air strike.
David Weed
aka the Bird of Prey
www.warp-drive.com
Matt, this may or may not be what gemb was talking about, but I did remind me of something I wanted to ask.
When you are scrolling through the messages on a board or the messages list for a persons profile. Instead of or in addition to the options of Next 50 and Previous 50 it would be nice if one could scroll back to view several groups of fifty back. For instance on a board with a thousand posts you would currently have to hit the Previous 50 link 16 times to review posts 200 through 250. Imagine the difficulty on a board with 10,000 posts and you want to look at 5,000-5,050. Perhaps instead of backing up fifty posts you could select from a group of pages of 100 posts and with each 100 posts a new page would be added.
One more thing, when scrolling back through posts via the Previous 50 link you get a page can't be displayed error when you try to select Previous 50 and there isn't another previous post list to display.
Thanks for having such a great place to post!
David Weed
aka the Bird of Prey
www.warp-drive.com
I'm not planning to worry about it even after then... after all my prediction was made two months ago and stands through September. With all of the info available it isn't rocket science to make an educated guess( hint: correlate the price and OS of Clearly Canadian with AVBC's price and OS...scary). Somewhere ( here, RB, I don't remember) I posted that there would be a big distribution announcement to pull the price out of the single digits( I'll find it, unless I'm just remembering a telephone conversation). I also forecast the distribution would fizzle after a few months. Time will tell if I'm on the money with that one too.
Have a good weekend!
David Weed
aka the Bird of Prey
www.warp-drive.com
The whole RB board is in self destruct mode! Though I would dearly love to have any of them post here, I doubt some of them are prepared to engage in a real battle of wits...after all they are unarmed!
As for the elevator... it's either stuck between floors or someone cut the cable!
Take care.
David Weed
aka the Bird of Prey
www.warp-drive.com