I just recieved this WOOOOOOOOOOOOOOOOOOOOOOW
Thursday, May 1, 2003.
Feature Company
Aqua Vie Beverage Corporation
OTC- BULLETIN BOARD SYMBOL AQVB
Corporate Headquarters:
333 SOUTH MAIN STREET
PO BOX 6759
KETCHUM ID 83340
208/622-7792
contact@aquavie.com
The Ones Responsible
Sole Officer and Director
Thomas J. Gillespie
SEC FILINGS
Some Basic Facts - as of March 18, 3003 (for quarter ending Jan 31, 2003)
Shares outstanding (common) - 11,276,823 (Feb 28, 2003)*
Total common shares represented by convertible shares effective 1/31/03 17,361,812 (shares can be converted without further payment)
TOTAL COMMON SHARES FULLY DILUTED 28,638,635 OR MORE*
* Certain adjustments are built into the preferred terms that allow for unlimited shares to be issued depending upon stock price at the time of conversion. According to recent filings, some of these adjustments are already triggered but not computed.
Total Assets - $ 289,572
Total Liabilities - $1,364,453
Revenues for 6 months ending 1/31/03 - $42,396
Total Net Loss for 6 months ended 1/31/03 - $1,148,450
Stock bid price upon release of the complaint $.72
Market capitalization (fully diluted*) $20,619,817
Date Filed: April 22, 2003
Filed with: SEC, Idaho Attorney General's Office
Known actions to date - None
Total employee and affiliate position at publication - Short less than 25,000 shares.
THE SEC COMPLAINT
APRIL 29, 2003 - ALERT:
In response to our outreach, one of our followers faxed us a copy of the latest "OTC Stock Today" fax release. From the time stamp, it appears to have been received last night. We noticed a material change in the disclosure. First it discloses that "OTC Stock Today" is a Trademark of Aqua Vie Beverage Corporation! Aqua Vie is apparently publishing its own undisclosed tout sheet. This is made worse by the fact that until now they didn't disclose this fact. This fact is made even worse by the fact that until now, this company owned and published tout sheet published a target price of $5.25. Additional disclosure indicates that fax.com is being paid $.05 per fax for distribution. A company who publishes its own tout sheet without disclosing their ownership of the tout sheet and publishes a target price on their own stock is treading on very thin ice in our opinion!
Next we also have received a copy of a letter from Larry Burnett of fax.com dated March 23rd which claims to be sending out 1 million faxes per day. That is $50,000 per day for stock promotion! We want, and you should DEMAND to know where the company is getting that kind of money! Are they getting it illegally from S8 stock? Are someone dumping stock? Is it an insider? An affiliate? WHO! This too we want to know!
We can see that the company has changed their sheets and removed the target price but the horse is already out of the barn. We are pleased to see that we are making a difference though.
Of course, we have forwarded all this information to the SEC for their review.
NOTE: As always, we have attempted to provide accurate information. Any errors are accidental. Questions to Aqua Vie to clarify certain points have gone unanswered. We invite Aqua Vie to prepare any substantive reply to this report/complaint and we offer reasonable web space for such a reply. All we ask is that any facts provided by documented for the readers benefit. All corrections will be posted without delay with our apologies.
Note: We have received a letter from Mr. Shannon Squyres of Market Pathways Financial Relations correcting certain conclusions which we had made. Prior to writing our report, we had requested information from Market Pathways but received no response. Now that we have a documented response from Market Pathways, we are satisfied that the 144 filed in December reflected the amount of shares issued prior to the reverse split even though the 144 was filed in December and the reverse split took place the previous September. Despite the fact that we did attempt to get Mr. Squyres explanation prior to publishing this report, we apologize for any inconvenience this inaccuracy might have caused Mr. Squyres, Mr. Butcher or Mr. Wozniak. We have amended our complaint with the SEC and the Idaho AG's office to reflect these changes and have made the appropriate changes to the complaint herewith. We have published Mr. Squyres letter to us minus certain personal comments for you to read. We appreciate Mr. Squyres thorough reply and we suggest you read it to gain even greater insight into both Market Pathways and Aqua Vie.
Finally, we are still very concerned and interested in that $479,000 in "related party" expenses which Aqua Vie mentioned being billed for "promotional and other administrative
expenses on behalf of the Company". We also are interested in finding out more about "OTC Stock Today". If you know who they are, where they are or anything about the deal they have with Aqua Vie or, who might have cut the deal with them, please let us know. As you will see with Mr. Squyres' letter, one door has been closed but another has been opened and we want to see what's inside.
So Mr. Squyres, thanks for clearing this up and thanks too for the information about OTC Stock Today. We apologize again for the error and appreciate the thoroughness of your information. And thank you too for helping us take back our street.
MARKET PATHWAY'S RESPONSE
ALERT: We are requesting any copies of "OTC Stock Today" faxes or any faxes from "fax.com" that relate to stock promotion. Please email them to report@our-street.com or you can fax them to 1-425-740-0645. We will see that they get into the proper hands. Thank you for helping to take back Our Street!
SUMMARY
Thomas Gillespie is the sole officer and Director of Aqua Vie Beverage Corporation. We suppose this is a good thing because they are paying him $20,000 per month plus paying for 3 cars for himself and others. It is hard to imagine the company being able to afford any more executives in his pay scale.
As the sole officer and director, Mr. Gillespie can take credit for the various business strategies that the company has executed over the past few years. For example, he can take credit for promoting that the company was moving into the retail market place in a big way during 2000 and 2001 when, according to company disclosure documents, it appears he neither had adequate funding nor agreements in place to roll our the product completely or sufficient funding to properly promote the product he did put on the shelves. Still, 2000 was a very good year for Mr. Gillespie and his friends. His disclosures regarding his personal stock liquidation plan show he made great personal financial advances at the overall expense of the shareholders in general. Now, it is true that he forgave some of his wages, but by not taking cash out of the company for a period of time, it certainly looks like he more than made up for that little sacrifice through liquidations of his personal stock holdings.
We are still shaking our head as to how someone could attempt to penetrate a market as competitive as the flavored water market without adequate manufacturing and sufficient advertising completely secured. I guess $240,000 a year just doesn't buy what it used to in the way of a CEO. Oh well, at least Gillespie and other insiders seemed to come out of the failures of the last couple of years ok and that is what really matters, isn't it?
Now the company has turned to the natural food market as a way to penetrate a market that Gillespie claims has less competition. Actually, he claimed the company has no "direct competition". Apparently he has been living in one of those caves with Bin Laden or something because the last time we had our people check it out, there were numerous, well funded, flavored and enhanced water companies competing for consumer attention on the shelves of natural food stores. Ever hear of Glaceau? Not only do they have a strong market position, they just got stronger. Perhaps that is why, according to an email just received, United Natural Foods, Inc. which in July 2002, Aqua Vie claimed had 7,000 customers currently only has Aqua Vie's Hydrator in a total of 113 stores nationwide.
So, if Gillespie hasn't been out there pumping cases of Hydrator out the door, what has he been busy pumping? Well, If you look at what Gillespie and his related parties did in 2000 regarding their personal stock holdings you would see that during the time that the stock was running up then down again, Mr. Gillespie and his associate and attorney were busy filling Form 144's and selling into the market. As to what he has been doing over the past two years, well we just don't know. He admitted to not being current with his disclosures in December and promised that he was filing his disclosure (Form 5) right away but, as of April 21, 2003, he has yet to keep his promise. We know, we checked!
We have done our best to draw rational and responsible conclusions based upon available evidence and information. You see, Gillespie likes to use phrases like "related party" and "non affiliate" instead of actually telling the shareholders what happened. Inquiries to various individuals and companies with the answers have not bothered to answer.
Finally, this short summary wouldn't be complete without a discussion of the matter of the convertible preferred shares. Tom started a few years ago with Series A and is already up to Series J. Each of these series are convertible into common stock without further payment. Right now, the total shares represented by all the convertible preferred appears to be more than 17,000,000 shares. Of course, when the promoters send out emails or faxes to pump the stock, they only talk about the 11+ million common shares actually issued. This is horribly misleading if you ask us.
So, in addition to disguising the actual "fully diluted" share count from all but those willing to due some reading, what else does owning preferred do for Mr. Gillespie? Let's take a look.
sec.gov
1. His series G convertible preferred is convertible into 4 million shares of common stock but gives Gillespie the voting power of 16 million shares. That gives him uncontested control of the company and all decisions regarding its future.
2. In the event of a dividend, he gets 10% right off the top before distribution up to $800,000. Then the rest is distributed to the common shareholders (and preferred shareholders as if they had converted).
3. In the event of a liquidation of the assets of the company, he gets the first $800,000 of the proceeds, then the rest is divided up among the common shareholders, like before. Of course if the assets aren't worth more than $800,000 he simply gets the assets.
4. In the event of a merger or acquisition or other combination, he gets the first $800,000 of whatever there is then the rest is split among everyone including him as a common shareholder.
5. Finally, there are several anti-dilutionary clauses that basically allow the number of shares he is entitled to receive for his preferred to increase under a number of circumstances, most of them having to do with issuing cheap shares. One of these clauses has already been triggered with his recent issuance of more convertible preferred. Other preferred shareholders also are protected against low stock prices by increasing the number of common shares they are entitled if the convert. Good for them, bad for the common shareholders.
Please take the time to carefully read our complaint and the various SEC filings of the company. There are plenty of links to help you understand it. Now, keep in mind, this is all just information. As far as advice, we can't, wouldn't and don't give investment advice. Besides, if you can't figure it out by yourself, then nothing we could say will help you anyway. As always, seek out the advice of a competent, honest and non-conflicted investment advisor.
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