SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment # 3 to
FORM 10-KSB
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended ______________
OR
[x] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from July 1, 2000 to December 31, 2000
000-23712
(Commission File No.)
ASCONI CORPORATION
(formerly, Grand Slam Treasures, Inc.)
(Name of Small Business Issuer in Its Charter)
NEVADA 91-1395124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 International Parkway, Suite 280 32746
Heathrow, Florida (Zip Code)
(Address of principal executive offices)
Issuer's Telephone Number, including area code: (407) 833-8000
Securities registered under Section 12(b) of
the Securities Exchange Act of 1934:
None
Securities registered under Section 12(g) of
the Securities Exchange Act of 1934:
Common Stock, par value $.001 per share
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 herein, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
Issuer's revenues for the six month transition period ended December 31, 2000:
$43,948.
As of November 23, 2001, the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the closing price
of the registrant's common stock as reported on the OTC Bulletin Board was
$4,250,547.
As of November 23, 2001, there were 14,586,689 shares of issuer's common stock
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Documents incorporated by reference: None.
EXPANATORY NOTE
This Amendment No. 3 (the "Amendment") to the Transition Report on Form 10-KSB
filed on October 12, 2001 (File No. 333-23712) of ASCONI CORPORATION (the "Form
10-KSB") is being filed for the purpose of correcting and replacing Amendment
No. 2 to the Form 10-KSB filed on October 16, 2001 ("Amendment No. 2").
Amendment No. 2 contained a qualified opinion from the registrant's independent
auditor regarding the financial statements of the registrant as set forth in
Amendment No. 2. The independent auditor's report in the Amendment is not
qualified and the independent auditor has opined that the financial statements
of the registrant, as set forth in the Amendment, present fairly, in all
material respects, the financial position of the registrant as of December 31,
2000.
TABLE OF CONTENTS
Page
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PART I
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ITEM 1. DESCRIPTION OF BUSINESS......................................... 3
ITEM 2. DESCRIPTION OF PROPERTY......................................... 5
ITEM 3. LEGAL PROCEEDINGS............................................... 5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 5
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........ 6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS....................................... 7
ITEM 7. FINANCIAL STATEMENTS............................................ 8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE........................................ 8
PART III
--------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT............... 9
ITEM 10. EXECUTIVE COMPENSATION.......................................... 9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.. 9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................. 9
PART IV
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................ 9
Introductory Comment
Throughout this transition report on Form 10-KSB, the terms "we,"
"us," "our" and "our company" refer to Asconi Corporation (formerly known as
Grand Slam Treasures, Inc.), a Nevada corporation.
On April 12, 2001, we acquired, through a wholly-owned subsidiary, all
of the outstanding stock of a Republic of Moldova company in a share-exchange
transaction. The name of the Moldovan company was Asconi Ltd and it is a
producer and distributor of wine. In connection with the share-exchange
transaction, we changed our name from Grand Slam Treasures, Inc. to Asconi
Corporation, we reverse split our capital stock 100 to 1, and the two
individuals who were serving as our only officers and directors resigned on
April 12, 2001. The two shareholders of the acquired entity, Asconi Ltd., were
elected as our only directors on and as of April 12, 2001, and were appointed as
our current officers sometime thereafter. On June 29, 2001, our board of
directors decided to change our fiscal year-end from June 30th to December 31st,
which required us to file this transition report on Form 10-KSB for the
transition period from July 1, 2000 to December 31, 2000.
The information in this transition report reflects events that
occurred between July 1, 2000 and December 31, 2000. The current officers and
directors who signed this report on our behalf have no knowledge of any events
that occurred during the transition period from July 1, 2000 to December 31,
2000. The individuals who were our officers and directors during the transition
period from July 1, 2000 to December 31, 2000 resigned after December 31, 2000
but prior to the filing of this transition report. These former officers and
directors, as well as our former legal counsel and auditors, were contacted by
our current officers, legal counsel and auditors in an attempt to obtain old
records and files and any information regarding the events that occurred during
the transition period from July 1, 2000 to December 31, 2000. We were unable to
obtain reliable records or information from these individuals and firms which
would enable us to appropriately and adequately disclose the information
required by this transition report.
Since our current officers, directors, legal counsel and auditors had
no knowledge of the events that occurred during the transition period, and our
former officers, directors, legal counsel and auditors were unable or unwilling
to disclose material information to us regarding events that occurred during the
transition period, in certain Items we have included information is this
transition report from our annual report for fiscal year ended June 30, 2000,
quarterly report for the quarter ended September 30, 2000, and quarterly report
for the quarterly period ended December 31, 2000. However, these reports were
prepared on our behalf by our former officers, directors, legal counsel and
auditors and our current officers and directors could not verify the accuracy of
the information disclosed in these reports. No additional material information
other than that contained in the previous three reports discussed above has been
incorporated into this transition report for the transition period from July 1,
2000 to December 31, 2000. We have noted in the appropriate Items in this report
where we were unable to disclose information required by this transition report
on Form 10-KSB due to the lack of reliable records or information from our
former officers, directors, legal counsel and auditors.
Because the current officers and directors could not verify the
accuracy of the information contained in the previous annual and quarterly
reports filed by us, nor could they obtain reliable records or information from
the former officers, directors, legal counsel or auditors on events that
occurred in the transition period from July 1, 2000 to December 31, 2000, we
cannot and do not, nor do the individuals who signed this report on our behalf,
make any representation or give any opinion as to the accuracy of the
information disclosed in this transition report for the transition period from
July 1, 2000 to December 31, 2000.
Due to the foregoing, we are investing all available legal remedies
to protect the interests of our shareholders.
1
Forward-Looking Statements
This report contains both historical and forward-looking statements.
All statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
The forward-looking statements in this prospectus are not based on historical
facts, but rather reflect the current expectations of our management concerning
future results and events.
The forward-looking statements generally can be identified by the use
of terms such as "believe," "expect," "anticipate," "intend," " plan,"
"foresee," "likely," "will" or other similar words or phrases. Similarly,
statements that describe our objectives, plans or goals are or may be forward-
looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be different from any future results, performance and
achievements expressed or implied by these statements. You should review
carefully all information, including the financial statements and the notes to
the financial statements included in this report. The following important
factors could affect future results, causing the results to differ materially
from those expressed in the forward-looking statements in this prospectus.
. the timing, impact and other uncertainties related to pending
and future acquisitions by us;
. the impact of new technologies;
. changes in laws or rules or regulations of governmental
agencies, governing the Internet;
. changes in tax requirements, including tax rate changes, new
tax laws and revised tax law interpretations; and
. interest rate fluctuations and other capital market
conditions.
These factors are not necessarily all of the important factors that
could cause actual results to differ materially from those expressed in the
forward-looking statements in this report. Other unknown or unpredictable
factors also could have material adverse effects on our future results. The
forward-looking statements in this report are made only as of the date of this
report, and we do not have any obligation to publicly update any forward-looking
statements to reflect subsequent events or circumstances. We cannot assure you
that projected results will be achieved.
2
PART I
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ITEM 1. DESCRIPTION OF BUSINESS
General
As of December 31, 2000, we were engaged in the purchase and marketing
of sports memorabilia and recovered sunken treasure. In addition, we were
developing various entertainment properties within the United States. Our
operations were located in Eagle, Idaho.
History and Development
Our history begins with the formation of Northwest Parks LLC ("NWP")
on March 28, 1996 in the State of Idaho. On March 28, 1996, NWP acquired a
16.67% interest in BW Partners LLC (BWP) and certain other assets and rights
valued at $48,014, based upon the amounts recorded by BWP from a member in
exchange for a 25% interest in NWP. The company from whom the BWP interest was
acquired is a corporation in which a managing member of NWP held a 20% interest
at the time of the acquisition. On January 8, 1998, NWP acquired the remaining
83.33% interest in BWP in exchange for an 8.75% interest in NWP.
NWP formed Sweetwater Holdings LLC ("SWH") on January 9, 1997, for the
purposes of acquiring approximately 12 acres of land and a dwelling in Canyon
County, Idaho, known as The Idaho Center property. NWP acquired a 99% interest
in SWH, with the remaining 1% held by a minority member of NWP. In April 1999,
SWH transferred approximately 1.5 acres of the property to NWP and NWP sold SWH
and the remaining land of approximately 10.5 acres to a third party.
NWP participated in the formation of Crossroads Convenience Center LLC
("CCC") on June 18, 1998. Based upon the operating agreement, we owned a 10%
interest in CCC, after transferring a 15% interest in CCC to an individual who
is a minority member in the company in partial satisfaction of interest accrued
on a note that was owed to the individual by NWP. NWP's interest in CCC was
acquired in exchange for 1.5 acres of property acquired from SWH and certain
development costs incurred on CCC's behalf.
At December 31, 2000, we owned a 40.75% interest in the Crossroads
Convenience Center LLC (CCC) which is located on "The Idaho Center" property in
Canyon County, Idaho. Our 10% ownership interest at June 30, 1999 was increased
by 30.75% to 40.75% during fiscal year 2000 in exchange for an equity interest
in NWP, which was subsequently exchanged for 11,090 shares of our common stock.
Prior to fiscal year 2000, CCC had been developing the construction of
an automobile service center and convenience store and had no significant
operations. We served as the construction manager for the center for which we
received fees of approximately $181,000 and $165,000 for the fiscal years ended
June 30, 2000 and 1999, respectively. The service center and convenience store
commenced operations in August 1999.
In January 1999, NWP, along with its two managing members, formed
Magic Valley Parks LLC (MVP), with NWP acquiring a 98% ownership interest. In
April 1999, NWP sold a 4.25% interest in MVP to two members of NWP for $145,000.
On December 16, 1999, this 4.25% minority interest in MVP was exchanged for
interests totaling 1.45% of NWP, at which time MVP terminated operations.
On December 17, 1999, the members of NWP exchanged 100% of their
member interests for 80% of the outstanding common stock of Parks America! Inc.
("Parks") (formerly Wincanton Corporation), a public company. Parks had ceased
operations at the time of the exchange. Under the terms of the exchange, NWP is
considered the acquiring entity.
On June 24, 2000, Parks changed its name to Grand Slam Treasures, Inc.
On April 12, 2001, we acquired, through a wholly-owned subsidiary, all
of the outstanding stock of a Republic of Moldova company in a share-exchange
transaction. The name of the Moldovan company was Asconi, Ltd. and it is a
producer and distributor of wine. In connection with the share-exchange
transaction, we changed our name to Asconi Corporation, we reverse split our
capital stock 100 to 1 and we ceased all operations relating to the purchase and
marketing of recovered sunken treasure and sports memorabilia, and the
development of entertainment properties. As of April 12, 2001, our only
operations related to the production and sale of wine.
3
This description of our Products, Sales and Marketing and Competition
relates to information about us for the interim transition period from July 1,
2000 to December 31, 2000.
Products
Through the end of the six month interim period, we were a development
stage company. During the twelve months ended December 31, 2000, our main
activity was developing and accumulating inventory to be resold through auctions
and through Internet sites. We worked closely with a software developer to
establish a consumer-friendly web site for the marketing and sale of products.
Our intention was to market products that are of historical, cultural,
and artistic value. Some of the products we acquired include:
Recovered Sunken Treasure
During the fiscal year ended June 30, 2000, we acquired a substantial
portion of the artifacts and treasure of a Spanish galleon that sank in deep
water South of the Dry Tortugas in the Florida Keys in 1622. We acquired the
artifacts and treasure in exchange for shares of our common stock with the value
based upon an appraisal of the treasure and negotiations between the parties.
This recovered treasure is unique in that it was a deep-water recovery (nearly
1,500 ft.) and, as such, contained certain artifacts that are not found in other
treasure recoveries. As of December 31, 2000, we were considering our options
for maximizing the value to be realized from the treasure.
We attempted to secure additional treasures or artifacts, either by
acquisition or by acting as a sales agent for commission. To this end, during
the six month interim period, management negotiated with other treasure owners.
Sports Memorabilia
Through the end of the six month interim period, we acquired a sizable
collection of sports memorabilia from an active collector and reseller of these
products. The collection included a wide range of articles such as jerseys,
shoes and uniforms as well as approximately 50,000 sports cards.
The sports memorabilia was acquired in exchange for our common stock
and was valued at the estimated value of the inventory on the date of
acquisition. As of December 31, 2000, the inventory was held for sale by us.
Regional Theme Parks
Through the end of the six month interim period, we were actively
engaged in negotiations to secure the purchase of three regional theme parks.
These parks are individually owned and range in attendance from 250,000 to
300,000 visitors per year. We were unsuccessful in securing financing for the
purchase of these parks.
4
Sales and Marketing
As of December 31, 2000, our marketing and sales activities were in
the formation stages. Because of our limited funds and developmental stage, in
several instances we issued shares of our common stock to individuals as both
compensation and an incentive to assist us in our sales and marketing efforts.
We engaged Market Management International, Inc. to develop marketing
plans and materials, press releases and promotional releases. We secured these
multi-year services through the issuance of shares of our common stock.
Competition
The competition for the treasure articles was quite fragmented. Most
of the outlets were local retailers located in Florida. There were various web
sites that were maintained by treasure owners, but they were poorly marketed and
difficult to find. From time to time, some of the auction retailers would
include certain items within the items that they offer for sale.
For theme parks, the competition was intense on a national level.
However, because the parks that were targeted by us were local or regional
parks, the competition was limited to the other types of entertainment, rather
than any direct competition from other parks.
Employees
As of December 31, 2001, we employed a total of two (2) persons on a
full-time basis. In addition, depending on client demand, we contracted with
persons on a temporary, part-time basis. None of our employees were represented
by a labor union. We believed that our relations with our employees were good.
ITEM 2. DESCRIPTION OF PROPERTY
As of December 31, 2000, we leased approximately 2,500 square feet of
office space in Eagle, Idaho for use as our corporate headquarters. The lease is
a five year lease which runs from March 1, 2000, and expires on February 28,
2005. The monthly rental for the first year is $2,550 and increases by 5% for
each subsequent year. The lease contains an option to us for renewal for an
additional five year period under similar terms and conditions.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2000, we were not involved in any legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our shares of common stock are traded over-the-counter on the OTC
Bulletin Board under the symbol "ASCS." Prior to April, 2001, they were traded
under the symbol "GRST." The following table sets forth, for the periods
indicated, the high and low bid prices of our common stock, as reported in
published financial sources. Quotations reflect inter-dealer prices, without
retail mark-up, mark-down, commission, and may not represent actual
transactions.
High Low
-----------------
Fiscal Year Ended December 31, 2001
Quarter Ended December 31, 2001(2)(3).............. 2.10 0.27
Quarter Ended September 30, 2001(2)................ 3.80 1.02
Quarter Ended June 30, 2001(2) .................... 17.19 2.50
Quarter Ended March 31, 2000....................... .875 .109
Transition Period Ended December 31, 2000
Quarter Ended December 31, 2000.................... 2.625 .562
Quarter Ended September 30, 2000................... 2.750 1.000
Fiscal Year Ended June 30, 2000
Fourth Quarter..................................... 13.250 1.750
Third Quarter...................................... 15.000 12.000
Second Quarter(1).................................. N/A N/A
First Quarter(1)................................... N/A N/A
------------------
(1) Prior to January 1, 2000, Trading in our common stock was limited and
sporadic, and we were unable to obtain reliable quotation.
(2) Share prices reflect reverse spilt of 100 to 1 on April 5, 2001.
(3) As of November 23, 2001.
Holders
As of November 23, 2001, there were 902 holders of record of our
common stock.
Dividends
We have never declared or paid any cash dividends on our common stock,
and we do not anticipate paying cash dividends in the foreseeable future. Our
current policy is to retain any earnings to finance our future development and
growth. We may reconsider this policy from time to time in light of conditions
then existing, including our earnings performance, financial condition and
capital requirements. Any future determination to pay cash dividends will be at
the discretion of our board of directors and will depend upon our financial
condition, operating results, capital requirements, general business conditions
and other factors that our board of directors deems relevant.
Recent Sales of Unregistered Securities
Set forth below in chronological order is information regarding the
numbers of shares of common stock sold, the number of options and warrants
granted and the principal amount of debt instruments issued by us from July 1,
2000 to December 31, 2000, and the consideration received by us for such shares,
options, warrants and debt instruments. None of these securities was registered
under the Securities Act. In our opinion, all offers and sales of our securities
were exempt from registration by virtue of Section 4(2) of the Securities Act
and the rules promulgated therewith. All purchasers of our securities
represented their intention to acquire our securities for investment purposes
only and not with a view to or for sale in connection with any distribution
thereof. Appropriate legends were affixed to the certificates representing the
securities issued in such transactions. All purchasers of our securities had
adequate access to information about us and were "accredited investors," as
defined in Section 501 of Regulation D promulgated under the Securities Act.
Except as otherwise indicated, no sales of securities involved the use of an
underwriter and no commissions were paid in connection with the sale of any
securities.
6
On August 25, 2000, we issued 52,500 shares of our common stock valued
at $68,906, based upon the quoted market price, discounted for restriction, of
our common stock on that date, for payment of services. The entire amount was
expensed.
In November, 2000, we issued 492,500 shares of our common stock valued
at $373,750 based upon the quoted market price, discounted for any restriction,
of our common stock on the dates issued, for payment of services. The entire
amount was expensed as of December 31, 2000.
On November 17, 2000, we issued 188,000 shares of our common stock
with a value of $94,000 as payment of payables owed by us for services.
On November 20, 2000, we issued 125,000 shares to correct initial
calculations of issued shares at December 17, 1999. No monetary value is
attached.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
On June 29, 2001, our board of directors approved the change of our
year end from a fiscal year ending on June 30th to a calendar year ending on
December 31st in order to conform to standard industry practice. This change in
our fiscal year end gives rise to a six month transition period from July 1,
2000 to December 31, 2000. The financial statements for the six month period
ended December 31, 2000 have been audited by our independent auditors. The
financial information for the six month period ended December 31, 1999 are
unaudited. Furthermore, as to the reliability of any information set forth in
this Item, please refer to our statements in the Introductory Comment section on
page 1 and the Report of our Independent Auditor on page F-2 of this transition
report.
Six Month Period Ended December 31, 2000 Compared to Six Month Period
Ended December 31, 1999.
Revenues increased $43,948 or 100% to $43,948 for the six months ended
December 31, 2000 from $0 for the six months ended December 31, 1999. This
increase was attributed to gain on sale of assets. Our primary activity was the
acquisition, consolidation, and development of product for sale.
Research and marketing expenses remained unchanged at $0 for the six
months ended December 31, 2000, as compared to $0 for the six months ended
December 31, 1999.
General and administrative expenses decreased by $28,210 or 10.68% to
$235,952 for the six months ended December 31, 2000 from $264,162 for the six
months ended December 31, 1999.
As a result of the foregoing, our net loss after expenses and before
other items decreased by $47,998 or 18.15% to $216,454 for the six months ended
December 31, 2000 from $264,452 for the six months ended December 31, 1999.
Losses due to impairment of our treasure and sports memorabilia,
prepayment of contract costs, abandoned intellectual properties and abandoned
capitalized marketing costs amounted to $6,292,798 for the six months ended
December 31, 2000, which is a 100% increase as compared to the losses for these
items for the six months ended December 31, 1999, which was estimated at
$0.
As a result of the foregoing, our net loss increased by $6,244,800 or
2,361% to $6,509,252 for the six months ended December 31, 2000 from $264,452
for the six months ended December 31, 1999.
7
Fiscal Year Ended June 30, 2000 Compared to Fiscal Year Ended June 30,
1999
Revenues for the fiscal year ended June 30, 2000, decreased by
$426,563 or 99.1% to $3,376 from $429,939 for the fiscal year ended June 30,
1999. This decrease was due to one time property transactions that occurred in
the prior fiscal year.
During both fiscal years we were a development stage company with no
sales.
Research and marketing expenses for the fiscal year ended June 30,
2000 increased $2,124,936 or 100% from $0 for the fiscal year ended June 30,
1999. This increase was due to expenses incurred regarding the acquisition of
Wincanton Corporation. These expenses are primarily comprised of public
relations expenses, market research and materials expenses, and investor
relations expenses.
General and administrative expenses for the fiscal year ended June 30,
2000 increased $773,744 or 434% to $952,017 from $178,273 for the fiscal year
ended June 30, 1999. This increase resulted from the expanded activities of the
development and acquisition of products and includes large increases in costs
for legal, travel and professional services.
Interest expense decreased by $103,595 or 97.4% to $3,680 for the
fiscal year ended June 30, 2000 from $107,275 for the fiscal year ended June 30,
1999. This decrease was a direct result of land sales in the prior year.
Liquidity and Capital Resources
For the past months, we have funded our operating losses and capital
requirements through the issuance or sale of stock and loans from our
shareholders. For the six months ended December 31, 2000, we had a cash balance
of $597 and a working capital deficit of $132,446. This compares with cash of
$4,504 and a working capital deficit of $261,625 for the six months ended
December 31, 1999.
Net cash used in operating activities decreased by $307,182 or 99.1%
to $2,762 for the six months ended December 31, 2000 from $309,944 for the six
months ended December 31, 1999.
Net cash used in investing activities for the six months ended
December 31, 2000 decreased by $218,825 or 98.9% to $2,323 for the six months
ended December 31, 2000 from $221,148 for the six months ended December 31,
1999. This change was due primarily to the payments of development costs, and
the purchase of equipment, land options, and investment in subsidiary in the
prior year that were negligible in the current year.
Net cash provided by financing activities decreased by $30,034 or
90.9% to $3,000 for the six months ended December 31, 2000 from $33,034 for the
six months ended December 31, 1999.
We have experienced significant operating losses throughout our
history, and the continued development of our business will require substantial
funds. Therefore, our ability to survive is dependent upon our ability to raise
capital through the issuance of stock or the borrowing of additional funds.
Without the success of one of these options, we will not have sufficient cash to
satisfy its working capital and investment requirements for the next twelve
months.
ITEM 7. FINANCIAL STATEMENTS
Our financial statements are set forth on pages F-1 through F-14 of
this transition report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
8
PART III
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
We are unable to provide the information called for by this Item as
explained in our Introductory Comment on page 1 of this transition report. The
most recent information available for this Item is set forth under the same Item
number in our Annual Report on Form 10-KSB for the fiscal year ended June 30,
2000 which was filed with the SEC on October 13, 2000.
ITEM 10. EXECUTIVE COMPENSATION
We are unable to provide the information called for by this Item as
explained in our Introductory Comment on page 1 of this transition report. The
most recent information available for this Item is set forth under the same Item
number in our Annual Report on Form 10-KSB for the fiscal year ended June 30,
2000 which was filed with the SEC on October 13, 2000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
We are unable to provide the information called for by this Item as
explained in our Introductory Comment on page 1 of this transition report. The
most recent information available for this Item is set forth under the same Item
number in our Annual Report on Form 10-KSB for the fiscal year ended June 30,
2000 which was filed with the SEC on October 13, 2000.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We are unable to provide the information called for by this Item as
explained in our Introductory Comment on page 1 of this transition report. The
most recent information available for this Item is set forth under the same Item
number in our Annual Report on Form 10-KSB for the fiscal year ended June 30,
2000 which was filed with the SEC on October 13, 2000.
PART IV
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Description
------- -----------
2.1* Articles of Merger of Parks America! Inc. (Washington
Parent) into Parks America! Inc. (Nevada Subsidiary)
3.1* Articles of Incorporation - Parks America! Inc.
3.2* Restated Articles of Incorporation
3.3* Bylaws
10.1* Office Lease in Eagle, Idaho
_________________________
* Incorporated by reference and filed as an exhibit to our Annual Report on
Form 10-KSB, filed with the Securities and Exchange Commission on October 13,
2000.
(b) Reports on Form 8-K:
9
None.
10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASCONI CORPORATION
Date: November 27, 2001 BY: /s/ Constantin Jitaru
------------------------------------------
Constantin Jitaru, Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date: November 27, 2001 BY: /s/ Constantin Jitaru
------------------------------------------
Constantin Jitaru, President, Chief
Executive Officer and Director
BY: /s/ Anatol Sirbu
------------------------------------------
Anatol Sirbu, Secretary and Director
INDEX TO FINANCIAL STATEMENTS
GRAND SLAM TREASURES, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Page
----
Independent Auditor's Report........................ F-2
Audited Financial Statements
Balance Sheet..................................... F-3
Statement Of Loss For The
Six Months Ended December 31, 2000,
The Year Ended June 30, 2000 And
For The Period March 28, 1996
(Inception) To December 31, 2000.................. F-4
Statement Of Shareholders' Equity For
The Six Months Ended December 31, 2000
And The Year Ended June 30, 2000.................. F-5
Statement Of Cash Flows For The Six Months
Ended December 31, 2000, The Year Ended
June 30, 2000 And For The Period
March 28, 1996 (Inception) To December 31, 2000... F-6 -- F-7
Notes To Financial Statements....................... F-8 -- F-14
F-1
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Grand Slam Treasures, Inc.
We have audited the accompanying balance sheet of Grand Slam Treasures, Inc., a
development stage company, as of December 31, 2000, and the related statements
of loss and shareholders' equity, and cash flows for the six months then ended.
These financial statements are the responsibility of Grand Slam's management.
The Company's financial statements as of and for the year ended June 30, 2000
and for March 28, 1996 (date of inception) through June 30, 2000 were audited by
other auditors whose report, September 29, 2000, expressed an unqualified
opinion on those statements. The financial statements for the period March 28,
1996 (date of inception) through June 30, 2000 reflect total revenues and net
loss of $434,501 and $4,064,063, respectively, of the related totals. The other
auditors' report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for such prior period, is based solely on the
report of such other auditors.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit includes assessing the accounting principles used and
significant estimates made by management, as well as evaluation of the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Grand Slam Treasures, Inc. as of December 31, 2000,
and the related statements of loss and shareholders' equity, and cash flows for
the six months then ended, and for the period from March 28, 1996 (date of
inception) to December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in paragraph two of Note 10 to the financial statements, certain
errors resulting in overstatement of previously reported investment in treasure
were discovered by current management of the Company during November 2001.
Accordingly, the December 31, 2000 financial statements have been restated to
correct the error.
/s/ Thomas Ledger & Co., L.L.P.
Thomas Ledger & Co., L.L.P.
Houston, Texas
September 30, 2001, except for note 10, paragraph two, as to which the date is
November 20, 2001.
F-2
GRAND SLAM TREASURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 2000
ASSETS
Current assets
Cash $ 597
Inventory-sports memorabilia 225,000
Reserve for inventory valuation (225,000)
------------
Total Current Assets 597
------------
Property, plant and equipment
Property, plant and equipment 83,870
Accumulated depreciation (44,026)
------------
Total Property, Plant and Equipment 39,844
------------
Other assets
Treasure 2,984,250
Reserve for asset valuation (2,984,250)
------------
Total Other Assets -
------------
Total Assets $ 40,441
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable - trade $ 58,297
Payable to related parties 74,746
------------
Total Current Liabilities 133,043
------------
Investment in affiliates 215,763
------------
Shareholders' Equity
Common stock - par value $.0001 per share 17
Additional paid-in capital 10,264,932
Deficit accumulated during development stage (10,573,315)
------------
Total Shareholders' Equity (308,366)
------------
Total Liabilities and Shareholders' Equity $ 40,441
============
See accompanying summary of accounting policies
and notes to financial statements.
F-3
GRAND SLAM TREASURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000,
THE YEAR ENDED JUNE 30, 2000 AND FOR THE PERIOD
MARCH 28, 1996 (INCEPTION) TO DECEMBER 31, 2000
Cumulative
From
Six Months Ended Inception to
December 31, June 30, December 31,
2000 2000 2000
--------------- ---------- -----------
Revenue
Gain on sale of assets $ 43,948 $ - $ 423,805
-
Gain on transfer of interest in equity investee - - 50,082
Miscellaneous - 3,376 4,562
---------- ---------- -----------
Total Sales Revenue 43,948 3,376 478,449
---------- ---------- -----------
Expenses
Research and marketing - 2,124,936 2,124,936
Administrative expenses 235,952 952,017 1,907,218
Bad debt expense 24,450 - 24,450
Interest - 3,680 485,646
---------- ---------- -----------
Loss on sale of land - - 117,265
---------- ---------- -----------
Total Expenses 260,402 3,080,633 4,659,515
---------- ---------- -----------
Net Loss Before Other Items 216,454 3,077,257 4,181,066
---------- ---------- -----------
Other Items
Impairment of treasure 2,784,250 - 2,984,250
Impairment of sports memorabilia 225,000 - 225,000
Prepaid contract cost 2,432,500 - 2,432,500
Abandoned intellectual properties 523,555 - 523,555
Abandoned capitalized marketing cost 127,493 - 127,493
Interest in loss of equity investees - 62,465 99,451
---------- ---------- -----------
Total Other Items 6,292,798 62,465 6,392,249
---------- ---------- -----------
Net Loss $6,509,252 $3,139,722 $10,573,315
========== ========== ===========
Basic Loss Per Share of Common Stock $ 36.65 $ 20.16
========== ==========
Basic Weighted Average Shares 177,618 155,725
========== ==========
See accompanying summary of accounting policies
and notes to financial statements
F-4
GRAND SLAM TREASURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND
THE YEAR ENDED JUNE 30, 2000
Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-In Contributed Development Shareholders'
Shares Amount Capital Capital Stage Equity
------- ------ ----------- ----------- ------------- -------------
Member's equity, June 30, 1998 - $ - $ - $ 961,416 $ (1,068,732) $ (107,316)
Members' contributions in cash - - - 18,000 - 18,000
Net income for the year ended
June 30, 1999 - - - - 144,391 144,391
------- --- ----------- ----------- ------------ -----------
Members' equity June 30, 1999 - - - 979,416 (924,341) 55,075
Members' contribution in cash - - - 112,717 - 112,717
Exchange of capital for a
30.75% interest in equity - - - - - -
investee (Crossroads
Convenience Center LLC) - - - 50,000 - 50,000
Exchange of capital for a
4.25% minority interest in - - - - - -
equity investee
(Magic Valley Parks LLC) 145,000 - 145,000
Exchange of members'
equity for common stock 151,133 15 1,287,118 (1,287,133) - -
Shares issued for sports
memorabilia inventory 530 - 225,000 - - 225,000
Shares issued for treasure 8,650 1 2,984,249 - - 2,984,250
Shares issued for $100,000
cash and intellectual - - - - - -
property rights 5,521 1 1,904,644 - - 1,904,645
Shares issued for services 2,178 - 739,765 - - 739,765
Shares issued for consulting 7,500 1 2,587,499 - - 2,587,500
Net loss for the year
ended June 30, 2000 - - - - (3,139,722) (3,139,722)
------- --- ----------- ----------- ------------ -----------
Shareholders' Equity June 30,
2000 175,511 18 9,728,275 - (4,064,063) 5,664,230
Shares issued for services 525 - 68,906 - - 68,906
Shares issued for services 4,925 - 373,750 - - 373,750
Shares issued for discharge of debt 1,880 - 94,000 - - 94,000
Adjustment (8,750) (1) 1 - - -
Net loss for the six
months ended December 31, 2000 - - - - (6,509,252) (6,509,252)
------- --- ----------- ----------- ------------ -----------
Shareholders' Equity
December 31, 2000 174,091 $17 $10,264,932 $ - $(10,573,315) $ (308,366)
======= === =========== =========== ============ ===========
See accompanying summary of accounting policies
and notes to financial statements
F-5
GRAND SLAM TREASURE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000, THE YEAR ENDED
JUNE 30, 2000 AND FOR THE PERIOD MARCH 28, 1996 (INCEPTION) TO DECEMBER 31, 2000
Cumulative
Six Month Ended From Inception
December 31, June 30, to December 31,
2000 2000 2000
--------------- -------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(6,509,252) $(3,139,722) $(10,573,315)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization expense 7,608 24,391 78,229
Common stock issued for services 442,656 2,504,132 2,946,788
Common stock issued for discharge of debt 94,000 - 94,000
Reserve for asset impairment 3,209,250 - 3,209,250
Gain on sale of land, net - - (262,592)
Loss on sale of property and equipment - 6,712 6,712
Building transferred in settlement of an operating lease - - 92,250
Write-off of abandoned development cost - 36,941 64,158
Abandoned land options - 91,000 91,000
Interest in loss of equity investee - 62,465 99,451
Rent cancellation upon acquistion of LLC and joint venture interest - - 50,526
Gain on sale of interest in equity investee - - (50,082)
(Increase) decrease in accounts receivable 24,450 - 24,450
(increase) decrease in prepaid expense and other current assets 2,070,000 - 2,070,000
(Increase) decrease in other assets 651,048 - 651,048
Increase (decrease) accounts payable, accrued expenses, etc. (14,238) 55,313 130,339
Increase (decrease) in accrued interest - (79,683) 110,750
Increase (decrease) other liabilities 21,716 - 21,716
----------- ----------- ------------
Net Cash Used In Operating Activities (2,762) (438,451) (1,145,322)
----------- ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to equity investee - (24,450) (24,450)
Purchase of land and building - - (1,011,216)
Purchase of property and equipment (2,323) (23,275) (97,934)
Increase in deposits, net - (12,150) (35,170)
Payment for capitalized project development costs - (7,841) (109,721)
Loans to members - (56,396) (287,542)
Repayment of members' loans - 86,996 287,542
Payment from equity investee for construction fee - 180,993 180,993
Proceeds from sale of land - - 1,391,935
Proceeds from sale of property & equipment - 5,243 5,243
Purchase of other assets - - (245)
Payment of land options - (34,000) (91,000)
----------- ----------- ------------
Net Cash (Used In) Provided By Investing Activities (2,323) 115,120 208,435
----------- ----------- ------------
See accompanying summary of accounting policies
and notes to financial statements
F-6
GRAND SLAM TREASURE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2000, THE YEAR ENDED
JUNE 30, 2000 AND FOR THE PERIOD MARCH 28, 1996 (INCEPTION) TO DECEMBER 31, 2000
Cumulative
Six Month Ended From Inception
December 31, June 30, to December 31,
2000 2000 2000
--------------- -------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from members and related parties - 53,030 682,239
Proceeds from sale of common stock - 100,000 100,000
Contribution to members' equity - 112,717 609,858
Investment in affiliates 3,000 - 3,000
Proceeds from equity investee - - 26,596
Proceeds from minority interest investment - - 145,000
Repayment of loans from member and related parties - - (629,209)
Proceeds from notes payable - - 350,000
Repayment of notes payable - - (350,000)
-------- -------- ----------
Net Cash Provided By Financing Activities 3,000 265,747 937,484
-------- -------- ----------
NET INCREASE (DECREASE) IN CASH (2,085) (57,584) 597
CASH - BEGINNING OF PERIOD 2,682 60,266 -
-------- -------- ----------
CASH - ENDING OF PERIOD $ 597 $ 2,682 $ 597
-------- -------- ----------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Income tax - -
Interest $ - $ 83,363 $ 377,896
-------- -------- ----------
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Capital contributions
1,885,750 shares of common stock issueed for
services, invnetory and treasure - - 6,536,515
522,071 shares of common stock issued for $100,000
cash and intellectual property rights - - 1,904,645
Exchange of capital for a 30.75% interest in equity investee - - 50,000
Exchange of capital for a 4.25% minority interest in equity investee - - 145,000
Land - - 300,000
16.67% interest in limited liability company - - 36,986
Capital development costs by members of LLC, included
as part of fair value of LLC - - 48,014
83.33% interest in an LLC and a 25% interest in a joint venture
in which the LLC was a 75% joint venturer for 12.25 interest
in the Company - - 97,275
Interest due to a member exchanged for a 15% interest
in the equity investee - - (110,750)
Exchange of land for a 25% interest in an equity investee - - 67,958
492,500 Shares issued for services 442,656 - 442,656
188,000 Shares issued for discharge of debt 94,000 - 94,000
See accompanying summary of accounting policies
and notes to financial statements
F-7
Grand Slam Treasure, Inc
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2000 and June 30, 2000
(continued)
NOTE 1 - BASIS FOR PRESENTATION
On April 5, 2001 the Company instituted a "reverse stock split" whereby each
shareholder received one share of common stock for every 100 shares held as of
that date. The issued and outstanding shares at December 31, 2000 were reduced
form 17,409,088 common shares to 174,091 common shares. The par value of the
common stock was not changed. All references to common stock, common
outstanding, and per share amounts in these financial statements have been
restated to retroactively reflect the decrease in the shares outstanding.
NOTE 2 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and principles of consolidation
Northwest Parks LLC (NWP) was formed as a limited liability company on March 28,
1996 under the laws of the State of Idaho for the purpose of constructing,
owning and operating multi-faceted theme parks along with the related
entertainment, retail, hospitality and recreational facilities.
On March 28, 1996, NWP acquired a 16.67% interest in BW Partners LLC (BWP) and
certain other assets and rights valued at $48,014, based upon the amounts
recorded by BWP from a member in exchange for a 25% interest in NWP. The company
from whom the BWP interest was acquired is a corporation in which a managing
member of NWP held a 20% interest at the time of the acquisition. On January 8,
1998, NWP acquired the remaining 83.33% interest in BWP in exchange for an 8.75%
interest in NWP.
NWP formed Sweetwater Holdings LLC (SWH) on January 9, 1997, for the purpose of
acquiring approximately 12 acres of land and a dwelling in Canyon County, Idaho,
known as The Idaho Center property. NWP acquired a 99% interest in SWH, with
the remaining 1% held by a minority member of NWP. This transaction was
accounted for as a purchase. In April 1999, SWH transferred approximately 1.5
acres of the property to NWP and NWP sold SWH with the remaining approximately
10.5 acres to a third party.
NWP participated in the formation of Crossroads Convenience Center LLC (CCC) on
June 18, 1998. Based upon the operating agreement, the Company owned a 10%
interest in CCC, after transferring a 15% interest in CCC to an individual who
is a minority member in the Company in partial satisfaction of interest accrued
on a note that was owed to the individual by NWP.
NWP's interest in CCC was acquired in exchange for the 1.5 acres of property
acquired from SWH and certain development costs incurred on CCC's behalf.
In January 1999, NWP, along with its two managing members, formed Magic Valley
Parks LLC (MVP), with NWP acquiring a 98% ownership interest. This transaction
was accounted for as a purchase. In April 1999, NWP sold a 4.25% interest in MVP
to two members of NWP for $145,000. On December 16, 1999 this 4.25% minority
interest in MVP was exchanged for interests totaling 1.45% of NWP, at which time
MVP terminated operations.
On December 17, 1999, the members of NWP exchanged 100% of their member
interests for 80% of the outstanding common stock of Parks America! Inc. (Parks)
(formerly Wincanton Corporation), a company whose shares are registered with the
U.S. Securities and Exchange Commission. Parks had ceased operations at the
time of the exchange. NWP is considered the acquiring entity in the exchange
and has recorded the transaction as a purchase with $14,985 of goodwill
recognized as a result of the assumption of certain liabilities of Parks.
On June 24, 2000, Parks changed its name to Grand Slam Treasures, Inc.
On April 12, 2001, the Company concluded an acquisition agreement with Asconi
Corporation. To conclude the agreement the Company instituted a reverse stock
split of 1:100 effective April 5, 2001. The Company also changed its name to
Asconi Corporation.
F-8
Grand Slam Treasure, Inc
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2000 and June 30, 2000
(continued)
The accompanying financial statements include all of the accounts and activities
of the Company and its subsidiaries for the period in which the majority
ownership rested with the Company. This includes BWP, SWH, MVP and Parks. CCC
has been accounted for by the equity method of accounting. All significant
intercompany transactions and balances have been eliminated in the consolidated
financial statements.
B) Use of accounting estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(C) Cash and cash equivalents
For purposes of financial statement presentation, the Company considers all
highly liquid debt instruments with initial maturities of ninety days or less to
be cash equivalents. From time to time, the Company maintains cash balances,
which may exceed federally insured limits. The Company does not believe that
this results in any significant credit risk.
(D) Inventory of sports memorabilia
The sports memorabilia was acquired in exchange for stock in the Company (Note
9) and is valued at the estimated value of the inventory on the date of
acquisition. The memorabilia was not available for an appraisal. See paragraph
two of Note 10 - Subsequent Events for additional information.
(E) Property and equipment
Property and equipment are recorded at original cost to the Company and are
depreciated over the estimated useful lives using the straight-line method.
(F) Financial instruments
The fair value of all financial instruments included in these financial
statements is estimated by management to approximate their recorded carrying
amounts.
(G) Income taxes
Deferred income taxes are provided on a liability method whereby deferred tax
assets and liabilities are established for the difference between the financial
reporting and income tax basis of assets and liabilities as well as operating
loss and tax credit carryforwards. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax law and rates on the date of enactment.
(H) Operating segments
The Company has been in a development stage since its inception and considers
itself to operate in only one business segment.
F-9
Grand Slam Treasure, Inc
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2000 and June 30, 2000
(continued)
(I) Capitalized project development costs
The Company has capitalized and deferred direct costs incurred for feasibility,
market and site studies, promotional materials and preliminary site development
costs including design, engineering and architectural drawings related to
specific projects. When it is determined that a project is not suitable or the
project is abandoned, the capitalized development costs are charged to expense.
During the six months ended December 31, 2000 and the year ended June 30, 2000,
costs totaling $93,323 and $27,217 respectively, were written-off. All costs
were written off as of December 31, 2000.
(J) Intangible assets
Intangible assets consist primarily of intellectual property rights, including
copyrighted concepts, and goodwill acquired in the Company's acquisition of
Parks America, Inc. All intangibles were written off as of December 31, 2000.
(K) Loss per share of common stock
The basic net loss per share of common stock is computed by dividing the loss
available to common shareholders by the weighted average number of shares of
common stock outstanding during the six months ended December 30, 2000 and the
year ended June 30, 2000. Diluted loss per share is the same as the basic loss
per share.
(L) Investment in treasure
During the year ended June 30, 2000, the Company acquired a substantial portion
of the artifacts and treasure of a Spanish galleon that sank in deep water south
of the Dry Trotugas in the Florida Keys in 1622. The Company acquired the
treasure in exchange for common stock of the Company (Note 9) with the value
based upon an appraisal of the treasure and negotiations between the parties.
A current appraisal has not been obtained for the treasure. See paragraph two of
Note 10 - Subsequent Events for additional information.
NOTE 3 - LAND OPTIONS
On April 2, 1998, the Company acquired an option for $50,000 to purchase 68
acres of land in Canyon County, Idaho. Under the terms of the option, the
Company had the right to purchase the land for $2,400,000 million during the
one-year period expiring April 2, 1999. The option was extended for a one-year
period with a purchase price of $2,640,000 million by payment of an additional
$50,000, payable $3,000 per month for six months, $4,000 per month for five
months and $12,000 as a balloon payment in April 2000. The agreement provided
for an additional one-year extension period for $50,000, payable monthly, with
the option price increased to $2,900,000 million.
The amounts paid for the option and all extensions were non-refundable and were
to be applied against the purchase price upon settlement.
On April 20, 2000, prior to the balloon payment, the Company entered into a
settlement agreement whereby the Company was released from any and all remaining
obligations under the option.
As a result, all amounts that had previously been paid under the option along
with the related capitalized project development costs (Note 2) were charged to
general and administrative expense during the year ended June 30, 2000.
In September 1998, the Company acquired an option to purchase 32 acres of land
in Burley, Idaho, at a purchase price of $1,500,000 million for $1,000. The
option expired in May 1999. In August 1999, the Company obtained
F-10
Grand Slam Treasure, Inc.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2000 and June 30, 2000
(continued)
an extension of the option period to May 30, 2000 for an additional $1,000. The
amounts paid for the option and all extensions were non-refundable and were to
be applied against the purchase price upon settlement. During the year ended
June 30, 2000, the Company abandoned the project to which the land option was
related. Consequently, all amounts that had previously been paid under the
option along with the related capitalized project development costs (Note 2)
were charged to general and administrative expense during the year ended June
30, 2000.
NOTE 4 - LOANS PAYABLE - RELATED PARTIES
The principal stockholders and members of the Company, who are also officers of
the Company, and a company owned by them have advanced funds to or on
the behalf of the Company in the form of either direct cash advances or payments
of expenses. These advances have no specific repayment terms, though they are
expected to be paid as funds become available. The balance due to the
stockholders and the related company was $74,746 and $53,030 as of December 31,
2000 and June 30, 2000, respectively.
NOTE 5 - INVESTMENT IN AFFILIATE
At December 31, 2000, the Company owns a 40.75% interest in the Crossroads
Convenience Center LLC (CCC), which is located on "The Idaho Center" property in
Canyon County, Idaho. The Company's original interest in CCC was 25%. In April
1999, the Company transferred a 15% interest in CCC to a member of the Company
in partial payment of interest accrued on a previously paid note payable. The
amount of accrued interest considered paid by the transfer was $110,750 and the
apportioned basis of the interest in CCC was $60,668, resulting in a gain on the
transfer to the Company of $50,082.
The Company's 10% ownership interest at June 30, 1999 was increased by 30.75% to
40.75% during 2000 in exchange for an equity interest in NWP, which was
subsequently exchanged for 11,090 shares of the Company's common stock.
Prior to fiscal year 2000, CCC had been developing and constructing an
automobile service center and convenience store and had no significant
operations. The Company served as the construction manager for the center for
which it received fees of approximately $181,000 for the year ended June 30,
2000. The service center and convenience store commenced operations in August
1999. The Company did not receive any fees for the six months ended December 31,
2000. The Company's investment in CCC has been reduced by construction
management fees paid by CCC to the Company, which, along with the Company's
share of CCC's losses, resulted in a deficit in the Company's investment in CCC
at December 31, 2000 of $215,763.
The Company lacks access to the records of CCC and therefore cannot evaluate the
appropriateness of the negative investment nor can it determine the Company's
share of the investment's income or loss as of December 31, 2000.
NOTE 6 - LEASES
The Company is obligated, as lessee, under a noncancellable-operating lease
effective, March 1, 2000 for office space in Eagle, Idaho, which expires in
February 2005. The lease provides for fixed minimum annual rent increases of 5%
each lease year which are considered to be part of the total minimum lease
amount and are recognized as rent expense over the term of the lease on a pro
rata basis. The lease contains an option for renewal for an additional term of
five years at a rental rate that increases 5% each year over the previous year's
rent. As of December 31, 2000, the Company has abandoned this lease.
The Company is also obligated, as lessee, under noncancellable operating leases
for two vehicles, which expire in November 2000 and November 2001. These leases
are in the names of the two principal executive officers of the Company acting
as nominee for the Company. As of December 31, 2000, the Company has abandoned
these leases. Rent expense for the six months ended December 31, 2000 and the
year ended June 30, 2000 was $8,817 and $8,453, respectively.
F-11
Grand Slam Treasure, Inc.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2000 and June 30, 2001
(continued)
NOTE 7 - INCOME TAXES
The benefit for income taxes for the six months ended December 31, 2000 and for
the year ended June 30, 2000 varies from the amount which would have been
computed using statutory rates as follows:
Six Months
Ended
December 31, June 30,
2000 2000
------------ -----------
Loss before income taxes $ 6,509,252 $ 3,139,722
=========== ===========
Federal income tax benefit
at the maximum statutory rate $ 2,213,145 $ 1,067,500
State income benefit,
net of Federal tax effect 344,215 165,800
Income tax attributable to the
period the Company was a limited
liability company - (103,900)
Valuation allowance (2,557,360) (1,129,400)
----------- -----------
Benefit for income taxes $ - $ -
----------- -----------
For income tax purposes, the Company has a net operating loss carryforward of
approximately $2,875,000 at June 30, 2000, that, subject to applicable
limitations, may be applied against future taxable income. If not utilized, the
operating loss carryforward will start expiring on June 30, 2020.
NOTE 8 - MEMBER INTERESTS
The Company was formed as a limited liability company in March 1996. During the
year ended June 30, 1999, members contributed $18,000 to the capital of the
Company in exchange for an aggregate .18% interest in the Company. During the
period from August to December 1999, two members acquired an additional 1.13%
interest in the Company for $112,717 in cash.
Effective September 1, 1999, the Company increased its interest in CCC by 30.75%
in exchange for a .50% member interest in the Company (Note 4). This exchange
was valued at $50,000 by agreement of the parties to the exchange.
On December 16, 1999, the Company granted a 1.45% percentage interest in the
Company to two members in exchange for their aggregate 4.25% interest in MVP.
The exchange was valued at $145,000 by agreement of the parties to the exchange.
NOTE 9 - COMMON STOCK
The Company has authorized 100,000,000 share of common stock with 17,409,156
issued before the 100 to 1 reverse stock split which was effective as of April
5, 2000. After the reverse stock split, 174,091 common shares were outstanding.
F-12
Grand Slam Treasure, Inc.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2000 and June 30, 2000
(continued)
Effective December 17, 1999, the members of NWP exchanged 100% of their member
interests for 80% of the outstanding common stock of Parks. The exchange was
recorded in a manner similar to a pooling of interests with NWP being the
surviving entity as a corporation. The members of NWP acquired 12,000,000 shares
of Parks in the exchange and 3,000,000 shares of Parks were issued to other
parties for services in connection with the exchange. The Company recorded the
shares issued for services at par value. At the time of the exchange there were
113,267 shares of Parks outstanding.
On March 16, 2000, the Company issued 53,000 shares of its common stock to an
unrelated party for an inventory of sports memorabilia that was valued at
$225,000, based upon the approximate fair value of the inventory at the date of
the transaction.
On March 24, 2000, the Company issued 865,000 shares of its common stock to
acquire the recovered treasure of a Spanish galleon that sank in 1622.
The value of the exchange recorded by the Company of $2,984,250 was based upon
original appraisals of the treasure and negotiations between the parties based
upon management's estimates of the value of the treasure.
On April 1, 2000, the Company issued 150,000 shares of its common stock to
acquire an Internet site, Skreem.com, from an unrelated party. The acquisition
was valued based upon the approximate quoted market price of the shares on the
date of the transaction, which was $517,500. In addition, on May 12, 2000, the
Company issued 402,071 shares of its common stock to an entity that assisted it
in acquiring Skreem.com and in settling various other transactions and for
$100,000 that the entity had previously loaned to the Company. This transaction
was valued at $1,387,145 based upon the market value of the Company stock at the
date of the transaction. These two transactions represented an aggregate of
552,071 shares issued valued at $1,904,645.
During April and May 2000, the Company settled certain outstanding obligations
by the issue of 217,750 shares of its common stock to the vendors. The
transactions were valued at the average quoted price of the Company's stock
during the period of the issuance, which totaled $739,765.
On May 11, 2000, the Company issued 750,000 shares of its common stock valued at
$2,587,500, based upon the quoted market price of the Company's stock on that
date, for a consulting service contract covering the period April 20, 2000 to
June 30, 2001.
Of the value recorded, the amount of $517,500 was expensed as marketing and
research and $2,070,000 is reported as prepaid expense at June 30, 2000. The
prepaid amount was written off at December 31, 2000.
On August 25, 2000 the Company issued 52,500 shares of its common stock valued
at $68,906, based upon the quoted market price, discounted for restriction, of
the Company's stock on that date, for payment of services. The entire amount was
expensed.
In November, 2000 the Company issued 492,500 shares of its common stock valued
at $373,750 based upon the quoted market price, discounted for any restriction,
of the Company's stock on the dates issued, for payment of services. The entire
amount was expensed as of December 31, 2000.
On November 17, 2000, the Company issued 188,000 shares of common stock with a
value of $94,000 as payment of payables owed by the Company for services.
On November 20, 2000 the Company issued 125,000 shares to correct initial
calculations of issued shares at December 17, 1999. No monetary value is
attached.
On December 30, 2000, the Company rescinded 1,000,000 restricted shares to
correct the issuance of excess shares on December 17, 1999. No monetary value
was attached.
F-13
Grand Slam Treasure, Inc.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2000 and June 30, 2000
(continued)
NOTE 10 - SUBSEQUENT EVENTS
On April 12, 2001, the Company concluded an acquisition agreement with Asconi
Corporation, whereby the companies merged under the terms of the agreement and
changed its name to Asconi Corporation. As a result of the merger approximately
12,600,000 shares of common stock will be issued to the shareholders of Asconi.
November 20, 2001 - The management of the Company, prior to April 12, 2001,
assumed financial responsibility of certain assets and liabilities of the
Company including the sports memorabilia and treasure. The sports memorabilia
was returned to the original seller during August 2001. The prior management of
the Company agreed to return the treasure to the bankruptcy estate of the
original seller in November 2001. The Company will receive no value for the
return of their sports memorabilia or the treasure.
F-14