Altavoz Entertainment Inc. Shareholder Update
14th February 2023
We are pleased to release our financial figures for 2022 on OTC markets under ticker code AVOZ.
2022 was a challenging year for Altavoz Entertainment Inc and its subsidiary Nurish.Me LLC. In the first half of the year, our growth plans were impacted by garnishments on our bank account and lawsuits with Bioscience Xtra Ltd and Venture Investment Group, which we had to navigate. As a result, our free cash was consumed by paying for lawyers and managing the settlements of actions against Nurish.me and our own counterclaim. Additionally, we incurred two years of accounting services in 2022, namely the financials for 2020 and 2021. Furthermore, GAAP Genies provided accounting services up to June 2022 before being re-engaged to complete the 2022 accounts in preparation for a merger opportunity. Altavoz Entertainment Inc now meets the requirements to uplift to Pink Current status based on the work performed by GAAP Genies over the past 18 months. This is a significant milestone that has been achieved
We experienced some significant changes in our leadership in 2022. We received resignations from subsidiary Nurish.me LLC, CEO and Chief Formulation Officer on June 23, 2022, following the Venture Investment Group $7.8 million judgement. Moreover, we informed shareholders that members of the board had resigned. However, a recent review of notices found that they had resigned specifically from the subsidiary Nurish.me LLC and not their positions as directors of the Altavoz Entertainment Inc board.
Isaac Management, a shareholder with an interest greater than 10%, requested a special shareholder meeting be called, which was held on August 24, 2022, at 1 pm ET. During the meeting, a motion was put forward to elect David Perez to the board, but it failed to get more than 50% of the eligible vote and was dismissed. We also discussed the financial position of the company and presented a plan moving forward to shareholders in attendance, along with an audio statement from the former CEO Caesar Kavadoy.
David Perez towards the end of the Special Shareholder Meeting accused both Dr Michal Heger and Dr John Lewis of wrongdoing. An internal investigation found that Morris Formulations owned by Dr Lewis had no agreement in place with Nurish.me to sell his product and therefore was free to sell their product elsewhere. Dr Hegers employment agreement also gave provision for liquid CoreCumin sales in markets outside of North America therefore was able to do so and was entitled to $2m in revenue, with a 25% share being returned to Nurish.me when that number was reached. Sales in the liquid Corecumin are not material in nature to date. Furthermore investigations found David Perez during his tenure as CEO of Nurish.me Inc/Altavoz Entertainment Inc gave away in excess of one million dollars retail value of products with no apparent revenue opportunities derived from these massive handouts of free product.
Following the Special Shareholder Meeting David Perez managed to persuade Nurish.me LLC distribution and warehousing partner, WSA Distribution to release in excess of $50K of retail product to him making representation that he was entitled to this and had permission to access company assets without any written or verbal management approval. WSA at the time was under clear instruction not to release any product to David Perez without prior written management approval, this was clearly fraudulent misrepresentation on Davids behalf and WSA acted on that misrepresentation. San Diego Police Dept were engaged however a decision not to press criminal charges on David as a founding partner and a major shareholder was made, instead we made an offer for him to purchase these company assets at cost rather than face criminal charges. His account with Nurish.me LLC remains outstanding today.
David Perez also sort to mislead investors, customers and the public by setting up a domain separate from the companies official www.nurish.me and set up www.nurishme.com
and using the email address david@nurishme.com to represent himself being linked to the company after his official address david@nurish.me was removed from him when he stood down as Chairman and CEO in September 2021. The actions have caused confusion amongst several parties.
Following the Special Shareholder meeting, we attempted to discuss pathways forward with noteholders, but some parties either failed to enter discussions or dismissed the attempts to renegotiate their notes to salvage the company. The major judgment holder, Venture Investments Group, remained willing to negotiate a position that everyone could benefit from.
We began a search for a replacement CEO; however, with limited access to cash and several less-than-suitable candidates, we had to draw this exercise to a close.
InSocial, our social media company, who were brought in by a former CEO, continued to deliver less than optimum outcomes for Nurish.me. Our engagement with Disruptify was put in place access the former Nurish.me employee Kevin Huff to drive sales and oversee the InSocial contract. However, after another period of poor performance between September and November 2022, the InSocial contract was terminated. Disruptify proposed delivering what the InSocial team had been delivering, but at a lower cost. There has been transparency that Caesar Kavadoy was a director of both companies Disruptify and Altavoz Entertainment Inc as he disclosed his interested when he had Disruptify produce his CEO video updates previously and Nurish.me LLC incurred fees for these services.
We identified an opportunity to merge with a company in December that had more than $20 million in revenue and was looking to triple that in six months. Unfortunately, the noteholders of Altavoz Entertainment Inc showed limited interest, with only two parties willing to look at a proposal.
A subsequent opportunity arose in January 2023 with another party for a potential merger however noteholders showed no interest in renegotiating their position or entertaining a conversation. With no flexibility to negotiate a path forward which would involve fresh capital the ability for Nurish.me to trade out of its current position seems unlikely.
In December, we finalized a distribution agreement through Disruptify to access Dr. John Lewis CogniNurish product for resale through Nurish.me. This deal was put in place by former CEO Caesar Kavadoy to ensure that if the Altavoz Entertainment Inc or Nurish.me LLC business saw a former CEO and Chairman return to the company, supply would cease immediately.
Following the shareholder meeting on August 24, 2022, the company paid royalties to Dr. Lewis in good faith until the distribution agreement was signed. However, we regret to inform you that Dr. Lewis terminated his relationship with Disruptify on January 29, 2023, leaving us without the CogniNurish product.
Despite our attempts to see Disruptify restore their relationship with Dr John Lewis, they failed to achieve this. While Disruptify have offered to supply us with an alternative product, we will attempt to negotiate directly with Morris Formulations to resume selling their proven product line at Nurish.me. However, we cannot guarantee this, as there are outstanding unpaid costs from more than three years ago, and past issues between the two entities need to be resolved.
Moreover, we are facing some challenges such as some of our products may be expiring this month and new liquid CoreCumin production will only commence in early March. We have been working closely with 10X Health Systems to supply both CogniNurish and Liquid CoreCumin in bulk. However, some production facility issues, and tight cash flow are currently restricting our ability to commercialize this opportunity.
We are also investigating concerns raised by persons involved in the reverse merger between Altavoz Entertainment Inc. and Nurish.me LLC (Florida) in relation to finalization of the merger deal. We expect to provide an update in the coming weeks.
We want to be transparent with you and inform you that it is likely the board will call a shareholder meeting in the coming weeks to present some options for Altavoz Entertainment Inc. moving forward.
We will keep you updated on any further developments.
Altavoz Entertainment Inc.
This release includes additional documents.
Click on the link(s) below to view.
Altavoz Entertainment Inc - Shareholder Update 14 February 2023.pdf
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