[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]
U.S. 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: October 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
Commission file number 0-21961
Voyager Group USA-Brazil, Ltd..
(Exact name of small business issuer as
specified in its charter)
Nevada 76-0487709
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
6354 Corte Del Abeto, Suite F, Carlsbad, California 92009
(Address of principal executive offices)
(760) 603-0999
Issuer's telephone number
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: December 12, 1997
3,850,000
Transitional Small Business Disclosure Format (check one).
Yes ; No X
<PAGE> PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
October 31, 1997 July 31, 1997
ASSETS
Current Assets:
Cash $ 404,104 $419,332
Inventory 123,612 165,212
Prepaid Expenses 63,105 56,318
Accounts Receivable 16,983 16,789
Total Current Assets 607,804 657,651
Fixed Assets, at Cost:
Furniture and Equipment 138,760 138,760
Leasehold Improvements 6,741 6,741
Less - Accumulated
Depreciation (53,855) (44,925)
91,646 100,576
Other Assets:
Deferred Tax Benefit 89,867 96,867
Intangible Assets, Net 1,307 1,449
Deposits 5,327 5,252
Total Other Assets 96,501 103,568
Total Assets $ 795,951 $861,795
<PAGE> VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
(Unaudited)
October 31, 1997 July 31, 1997
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 59,767 $130,675
Accrued Liabilities 40,213 46,267
Accrued Commissions 142,501 146,027
Total Current Liabilities 242,481 322,969
Stockholders' Equity
Preferred Stock, $.001 par
value;
5,000,000 shares authorized;
431 shares issued and
outstanding 1 1
Premium on Preferred Stock 155,331 155,331
Common Stock to be Issued - 300
Common Stock; $.001 par value;
50,000,000 shares authorized;
3,350,000 and 2,980,000
shares issued and outstanding
October 31. 1997 and
July 31, 1997, respectively 3,850 3,550
Additional Paid-in Capital 920,489 920,489
Retained Earnings (Deficit) (526,201) (540,845)
Total Stockholders' Equity 553,470 538,826
Total Liabilities, and
Stockholders' Equity $ 795,951 $861,795
The accompanying notes are an integral part of these consolidated financial
statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three
Months Ended
October 31,
1997 1996
Sales, Net $ 872,302 $1,020,640
Cost of Sales 263,828 347,018
Gross Margin 608,474 673,622
Selling & Marketing 475,379 879,031
Research and Development 2,418 -
General & Administrative 112,452 171,397
Total Expenses 590,249 1,050,428
Operating Income (Loss) 18,225 (376,806)
Other Income (Expense)
Interest 3,419 -
Income (Loss) Before Income
Taxes 21,644 (376,806)
Income Taxes - -
Deferred Tax (Benefit) 7,000 (60,289)
Net Income (Loss) $ 14,644 $ (316,517)
Earnings Per Common Share:
Primary
$ - $ (.11)
Fully Diluted
$ - $ -
Weighted Average Shares
Outstanding
Primary 3,850,000 2,958,333
Fully Diluted 8,910,000 7,268,333
The accompanying notes are an integral part of these consolidated financial
statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Three Months Ended
October 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 14,644 $(316,517)
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Used in Operating Activities:
Depreciation and Amortization 9,072 3,994
Common Stock in exchange for Services - 230,268
Change in Deferred Tax Asset 7,000 -
Changes in Assets and
Liabilities-
Increase in Accounts
Receivable (194) -
Increase in Prepaid
Expenses (6,787) (146,155)
(Increase)Decrease in Inventory 41,600 -
Increase in Other Assets (75) (5,267)
Increase (Decrease) in Accounts
Payable (70,908) 15,000
Increase (Decrease) in Accrued
Liabilities (6,054) (35,120)
Increase (Decrease) in Accrued
Commissions (3,526) 291,610
Net Cash Provided by(Used) Operating
Activities (15,228) 37,813
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase Furniture and Equipment - (49,594)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceed from Issuance of Common Stock - 150,000
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (15,228) 138,219
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 419,332 322,787
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $404,104 $461,006
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Continued)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year For:
Interest $ 34 $ -
Income Taxes $ - $ 33,809
On October 27, 1996 the Company issued 150,000 shares of common stock in
exchange for advertising and promotional services to be performed within a 36
month period.
The accompanying notes are an integral part of these consolidated financial
statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 1997
(Unaudited)
1. Interim Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the three month period ended October 31, 1997, are not necessarily
indicative of the results that may be expected for the year ended July 31,
1998. For further information, refer to the financial statements and
footnotes thereto included in the Company's report on Form 10-SB for the year
ended July 31, 1997.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in
the Company's report on Form 10-SB for the year ended July 31, 1997.
Results of Operations - During the Quarter ended October 31, 1997 the Company
concentrated on improving the profitability of the company by decreasing
general and administrative expenses and partially restructuring the
calculation of the selling price of various products as well as the related
sales commission expenses. During the Quarter ended October 31, 1996 the
Company incurred a one time marketing expense which resulted in the selling
and marketing expenses being in excess of the gross margin generated from the
sales. Customers with repeat business accounted for a majority of the
revenues generated. Although the Company has provided products for its
customers with repeat business, there is no assurance that such customers will
maintain or increase the level of volume of business of the Company.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations. Generally the Company has adequate funds for its activities.
There are no formal commitments from banks or other lending sources for lines
of credit or similar short-term borrowing. It is anticipated that the current
operations will expand and the funds generated will exceed the Company's
working capital requirements for the next year.
The increase in liquidity during the quarter was primarily from cash
generated from operations. The Company generates and uses cash flows through
three activities: operating, investing, and financing. During the three
months ended October 31, 1997, operating activities used cash of $15,000 as
compared to net cash provided of $38,000 for the quarter ended October 31,
1996.
Cash flows used in investing activities is primarily due to the
acquisition of $50,000 of computer equipment and office furniture for the
three months ended October 31, 1996.
Financing activities provided $150,000 for the three months ended October
31, 1996. The increase in cash flow from financing activities was primarily
from the sale of preferred and common stock.
Management believes that the Company's current cash and funds available
will be sufficient to meet capital requirements and short term and long term
working capital needs in the fiscal year ending July 31, 1998 and beyond,
unless a significant acquisition or expansion is undertaken. The Company is
constantly searching for potential acquisitions and/or expansion
opportunities. However, there are no arrangements or ongoing negotiations for
any acquisition or expansion.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On May 13, 1997, James R Parker (Plaintiff) filed a Complaint for Damages
against various individuals and the Voyager Group, Inc. in Superior Court of
the State of California in and for the County of Sacramento (Case No.
97AS02458). The complaint alleges that the Voyager Group, Inc. and its
directors, officers, agents and shareholders among others, promised to pay the
Plaintiff approximately 781,250 share of the Voyager Group. The complaint
seeks, among other things, damages from the defendants in the aggregate amount
of $2,900,000, plus attorney fees and interest. During November 1997, the
Company successfully negotiated to settle all claims by issuing 300,000 shares
of restricted common stock to Mr. Parker.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company did not file a report on Form 8-K during the three months
ended October 31, 1997.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES.
(Registrant)
DATE:
December 15, 1997 By: /s/
William Clapham, President
(Principal financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF VOYAGER GROUP USA-BRAZIL, LTD. AS OF OCTOBER 31, 1997 AND THE RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE THREE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> OCT-31-1997
<CASH> 404
<SECURITIES> 0
<RECEIVABLES> 17
<ALLOWANCES> 0
<INVENTORY> 124
<CURRENT-ASSETS> 608
<PP&E> 146
<DEPRECIATION> 54
<TOTAL-ASSETS> 796
<CURRENT-LIABILITIES> 243
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 550
<TOTAL-LIABILITY-AND-EQUITY> 796
<SALES> 872
<TOTAL-REVENUES> 872
<CGS> 264
<TOTAL-COSTS> 264
<OTHER-EXPENSES> 590
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 22
<INCOME-TAX> 7
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
