U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Voyager Group USA-Brazil, Ltd.
(Name of Small Business Issuer in its charter)
Nevada 76-0487709
State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6354 Corte Del Aberto, Suite F, Carlsbad, California 92009
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (619)-603-0999
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $0.001 Par Value
(Title of class)
Convertible Preferred Series AA 1996, $0.001 Par Value
(Title of class)
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Item 1. Description of Business.
(a) Business Development.
The Company was first incorporated in the State of Nevada on June 13,
1990 as EEE-Hunter Associates, Inc. On July 27, 1995 the Company changed its
domicile to the State of Texas and merged into a Texas Corporation EEE-Energy
Consultants, Inc. Neither company had any operating activity. On July 2,
1996 the Company changed domicile to Nevada and on July 17, 1996 changed the
name of the Company to Voyager Group USA-Brazil, Ltd.
Also on July 17, 1996 the Company entered into an agreement with Voyager
Group, Inc. (a Delaware Corporation) whereby the Company acquired 100% of the
issued and outstanding stock of Voyager Group, Inc. in a tax-free corporate
reorganization in exchange for the issuance of 360 shares of preferred series
AA 1996 stock (convertible into 3,600,000 common shares). This transaction
has been accounted for as a reverse purchase. Shareholders' equity has been
restated to reflect shares exchanged in the reorganization as outstanding
since August 1, 1994 and income and expense have been presented since the
inception of the Delaware Company.
The consolidated financial statements include the accounts of the Voyager
Group USA-Brazil, Ltd. and its wholly-owned subsidiary, The Voyager Group,
Inc. All significant intercompany accounts and transactions have been
eliminated.
(b) Business of Issuer.
The Company distributes "all natural" dietary supplements and cosmetic
products through a multi-level marketing network. Voyager has approximately
15,000 independent distributors in all 50 states of the United States of
America and is currently growing at the rate of approximately 2,000
distributors per month.
(1) Principle products.
All of Voyager's products are produced from what it considers to be
non-artificial herbs, botanicals, and nutrients, and are formulated by Voyager
with the goal of producing specific sets of effects. Voyager is of the
opinion that the formulas for its products are proprietary and cannot be
duplicated without the master recipes which are secured in safekeeping.
Voyager attempts to protect its products and formulas with, among other
things, "nondisclosure/noncompete" agreements with its manufacturers and
employees, and with copyright protection.
Current products including:
A. Real DHEA. Formulated by a physician, Real DHEA is a proprietary
blend of dehydroepiandrosterone and pregnenolone in a blend of essential
oils. Its unique formula is designed to be delivered so that maximum
absorption is achieved. DHEA, which declines with age, is believed to promote
hormones associated with youthful vigor.
B. VITAL 90. Is created using highly refined vitamins that are
extracted from plants. Even the fatty and amino acids are from plants not
animal proteins. The minerals that are used come from an acclaimed mine in
Utah that provides a source for organic colloidal minerals that have been
awarded a certification of safety. Vital 90 has 70 colloidal "organic"
minerals, 18 amino acids, 15 essential vitamins, and essential fatty acids,
all in a base of pure aloe vera.
C. VITAL MINERALS. Vital Minerals is a proprietary colloidal supplement
that is a must for anyone who needs additional major minerals. If you need
additional calcium, magnesium, potassium, zinc, boron, or selenium, Vital
Minerals was developed for you. Plus it contains all 72 trace minerals.
D. CHITO CAPS™ (Chitosan). Developed by a physician, Chito
Caps™ is an exclusive formula containing Chitosan and the patented
ingredient, Chromulin™. Chitosan is a natural dietary fiber, and
Chromulin™ helps to optimize blood glucose levels thus reducing the urge
to snack. This unique blend of natural ingredients working together in one
powerful formula offers you a wonderful potential of achieving permanent
weight loss and other phenomenal health benefits.
E. COLLOIDAL CAT'S CLAW (Uncaria Tomentosa, known in Spanish as Una de
Gato, a woody vine). Dr. Klaus Keplinger has obtained two United States
patents for isolating six oxindole alkaloids from the root of Uncaria
Tomentosa. These patents explain how four of these alkaloids (isopteropdoine,
pteropodine, isomitraphylline and isorynchophylline) have been shown in
laboratory testing to have significant enhancement effect on phagocytosis (the
ability of certain white blood cells and macophages to attack, engulf and
digest potentially harmful micro-organisms, foreign matter and debris). Other
studies suggest a fifth alkaloid found in Uncaria Tomentosa, rynchophylline,
may be useful in preventing strokes and reducing the risk of heart attacks by
lowering blood pressure.
F. LIQUID-PYC (Proanthocyanidins) is a concentrated formula that helps
protect a person from the damage caused by free radicals. Free radicals are
by products that are formed in our bodies when molecules of fat react with
oxygen. Free radicals are constantly bombarding our bodies on a daily basis
which lead to toxins and impurities in our bodies. Proanthocyanidins, (also
known as bioflavonoid and polyphenols), is a powerful antioxidant that clean
our bodies of toxins caused by free radicals. Liquid P.Y.C. is an
antioxidant in a liquid form designed for maximum absorption.
G. SLENDER YOU. Developed by a physician, Slender You is an all
natural, scientifically advanced formula which promotes fat loss while
enhancing your body's energy through the use of patented Chromulin and the
fat-inhibitor Citrimax.
H. COLLOIDAL SILVER is a pure, all natural anti-microbial that has been
recognized as a therapeutic agent since the 1930's.
I. REGEN X is a botanical formula that allows you to directly apply a
unique 100% botanical solution designed to rejuvinate the hair follicles to
promote thicker and healthier hair.
J. HERBAL SENSATIONS SHAMPOO AND CONDITIONER. Voyager's Herbal
Sensations deep cleansing and gentle conditioning system will make any head of
hair look and feel it's best - without animal by-products, laureth, sulfates,
or harmful oxide derivatives. Both the shampoo and conditioner are botanical
mixtures that have been scientifically engineered to offer you a blend of
herbs (to soothe and purify), vitamins (to protect hair from damage), trace
minerals and vegetable protein (for nourishment) that restores your hair's pH
balance naturally. No waxy residue. Just soft, silky, healthy hair.
K. SUPER SOY™. Super Soy is a superior dietary supplement
providing a soy sprout phytonurient complex which is grown utilizing a unique
blend of naturally occurring soybean phytonutrients in an enzyme active live
food form.
As a company selling branded consumer products nationwide, Voyager
believes that establishing trade and service marks and copyrights for brand
names and associated advertising and labeling materials is important in
maintaining company and product identification and integrity. Accordingly,
Voyager is engaged on a continuing basis in developing brand names and such
associated materials for its new products, securing trade and service mark
protection for such brand names and copyright protection for such associated
materials, policing its existing marks, and enforcing its legal rights in
cases of potential infringement by third parties of its legally protected
marks and copyrights.
(2) Distribution methods.
Distribution of products is accomplished through a multi-level marketing
network.
(3) Status of any publicly announced new product or service.
No new products will be publically announced at this time.
(4) Competitive business conditions and the names of principal suppliers.
Competition in the nutritional supplement industry is vigorous,
characterized by a relatively large number of companies (estimated at
approximately 200), most of which have relatively small sales. Industry
sources estimate that there are less than 20 companies in the industry that
have annual sales of $50 million or more. Based on its current sales, Voyager
believes that it is within the approximately top one-third of the
approximately 200 nutritional supplement companies, based on sales. However,
since many of the companies in this industry are privately-held, little
reliable financial data is available. Many of the companies have established
reputations for successfully developing and marketing nutritional supplement
products, with a variety of well-established marketing outlets. Many of such
companies have greater financial, managerial, and technical resources than
Voyager. Principal competitors include American Cyanamid,
Smith-Kline-Beecham, American Home Products, Rexall Sundown, Inc., and
Nature's Sunshine Products, although not all of these companies produce
natural supplements. Included in that group of competitors are Herbal Life
International, Sun Rider Corporation, and Shakley. Many of these companies
rely exclusively on retail sales as opposed to multi-level marketing or
network marketing.
(5) Sources and availability of raw materials and principal suppliers.
All of Voyager's products are manufactured by third party suppliers
pursuant to specifications and proprietary recipes. Prior to selecting a
manufacturer to produce its products, Voyager reviews the manufacturer's raw
material sources, quality assurance procedures, and reliability to assure that
the proposed manufacturer meets Voyager's criteria. All of the companies that
manufacture for Voyager are required to meet the strict manufacturing
standards required by the FDA, and Voyager believes that it benefits from such
regulation in the overall quality of the products manufactured by such
regulated entities for Voyager. To date, Voyager has relied exclusively on
domestic manufacturers in order to facilitate Voyager's quality assurance
monitoring function.
Voyager places purchase orders with its suppliers for individual product
manufacturing lots for delivery of packaged and labeled product to Voyagers
warehouse in Carlsbad, California, for distribution. Voyager has no long-term
manufacturing agreements with any of its suppliers, but purchases manufactured
lots pursuant to individual purchase orders. Currently, Voyager utilizes one
manufacture and believes that there are other qualified manufacturers that
would meet Voyager's quality assurance requirements if alternative
manufacturing sources were required. Voyager maintains minimal inventory
quantities and to date has not experienced material shortages of manufactured
products for delivery. All ingredients in Voyager's products are generally
available from a number of alternative sources, although certain of the
ingredients, such as those based on agricultural products, are subject to
seasonable availability to a limited degree.
(6) Dependence on one or a few customers.
Voyager is a supplier and formulator of vitamins and nutritional
supplements which are designed and formulated to address the dietary needs of
the general public.
(7) Patents, trademarks, licenses, franchises, concessions, royalty
agreement or labor contracts, including duration.
As a company selling branded consumer products nationwide, Voyager
believes that establishing trade and service marks and copyrights for brand
names and associated advertising and labeling materials is important in
maintaining company and product identification and integrity. Accordingly,
Voyager is engaged on a continuing basis in developing brand names and such
associated materials for its products, securing trade and service mark
protection for such brand names and copyright protection for such associated
material, policing its existing marks, and enforcing its legal rights in cases
of potential infringement by third parties of its legally protected marks and
copyrights.
Bill Clapham, the President of the Company, receives minimum royalties of
$20,000 per calendar year. The royalty agreement is renewable annually by
mutual agreement.
(8) Need for any government approval of principal products or services.
The Company's products currently do not require government approval.
However, the processing, formulation, packaging, labeling and advertising of
Voyager's products are subject to regulation by one or more federal agencies
including the FDA, the Federal Trade Commission, the Consumer Products Safety
Commission, the Department of Agriculture, the Postal Service, and the
Environmental Protection Agency. Voyager's activities are also subject to
regulation by various agencies of the states and localities in which Voyager's
products are sold. The FDA has been the main agency regulating the types of
products sold by nutritional supplement firms such as Voyager, but much of
that authority stemmed from the FDA'S treatment of dietary supplements as food
additives and drugs. The FDA's jurisdiction in this regard has been somewhat
eroded and its role has been reduced to mainly policing the activities of
makers of dietary supplements by the enactment of the Dietary Supplement
Health and Education Act of 1994 ("DSHEA") in October 1994, as discussed
below. The DSHEA amends and modifies the application of certain provisions of
the FDA Act as they relate to dietary supplements. The DSHEA established an
Office of Dietary Supplements at the National Institutes of Health in order to
coordinate and conduct scientific research into the health benefits of dietary
supplements and also established a presidential commission to study and make
recommendations on the regulation of label claims and statements for dietary
supplements. The FDA is required to promulgate regulations that are
consistent with the DSHEA and the recommendations of the commission.
Before enactment of the DSHEA, the FDA had adopted regulations concerning
the labeling of dietary supplements, including the making of health claims.
These regulations required nutrition labeling on all dietary supplements and
prohibited the making of any health claim on a dietary supplement unless the
supplement was consumed as a food, its components were demonstrated to be
safe, and the health claim was supported by significant scientific agreement
and approved by the FDA. Part of the enactment of the DSHEA curbed the FDA's
adopted regulations, and the FDA agreed that it would not seek to enact
further regulations until after the end of 1996.
During the years preceding passage of the DSHEA, members of Congress were
under intense pressure from various sources, including the dietary supplement
industry, to reduce the regulatory burdens on dietary supplements imposed or
threatened by the FDA through its broad interpretation and application of the
FDA Act and its regulatory authority. Recognizing the importance of improving
the health of United States citizens and the role of dietary supplements in
promoting such improvement, Congress enacted the DSHEA to allow consumers to
have wider access to dietary supplements that are not unsafe, toxic,
unsanitary, or adulterated and to increase the access of consumers to truthful
information about such products. Passage of the DSHEA impacted the FDA's
ability to issue and implement any regulations with respect to dietary
supplements through its exemption of such products from being considered "food
additives" or, in most circumstances, "drugs." Although the DSHEA is
generally viewed as a positive development for companies that sell dietary
supplements such as vitamins, minerals, herbs, botanicals, amino acids, and
similar substances, the legislation imposed significant requirements that must
be adhered to in order for a product to qualify for the safe harbors
established by DSHEA.
The DSHEA broadly defines a dietary supplement to include any product
intended to supplement the diet that bears or contains a vitamin, mineral,
herb or other botanical, an amino acid, a dietary substance for use by man to
supplement the diet by increasing the total dietary intake, or concentrate,
metabolic constituent, extract, or combination of any such ingredient,
provided that such product is either intended for ingestion in tablet,
capsule, powder, softgel, gelcap, or liquid droplet form or, if not intended
to be ingested in such form, is not represented for use as a conventional food
or as a sole item of a meal or the diet and, in any case, is not represented
for use as a conventional food or as a sole item of a meal or the diet and is
labeled as a dietary supplement. The definition also includes highly
technical provisions dealing with a dietary supplement that contains an
ingredient that also has been approved by the FDA as a drug. The practical
effect of such an expansive definition is to ensure that the new protections
and requirements of the DSHEA will apply to a wide class of products.
One important provision of the DSHEA exempts the dietary ingredients in
dietary supplements from being treated as "food additives." Any substance
that is added to a food product that is not "generally recognized as safe" by
experts whose opinion is based on published scientific literature is subject
to being regulated as a food additive by the FDA. Under the FDA Act, a
substance that is a food additive may not be added to food products unless
explicitly permitted by the FDA by issuance of a regulation. In petitioning
the FDA for such a regulation, a process that often takes five years or more,
a petitioner might be required to spend several hundreds of thousands of
dollars or more to test a product and participate in any ensuing proceedings.
Prior to enactment of the DSHEA, dietary supplement ingredients were often
alleged to have "food additive" status and, unless approved by the FDA, were
treated as illegal foods by such agency, although many contended that this
represented overreaching on the part of the FDA in light of its permitted
powers. This clearly posed a substantial negative impact on the industry's
business and operations because of the risk that the FDA could choose to treat
any product offered by any company as containing food additives. The DSHEA
removed this potential problem and any ambiguity related thereto by exempting
dietary ingredients in dietary supplements from being treated as food
additives.
(9) Effect of existing or probable governmental regulation on the
business.
Although dietary supplements are now exempted from treatment as food
additives by the FDA, the DSHEA imposed significant new safety standards
regulating dietary supplements to prevent the sale of dietary supplements that
are unsafe, toxic, unsanitary, or adulterated. These standards are summarized
below.
First, the DSHEA provides that a dietary supplement will be deemed to be
an adulterated food if it presents a significant or unreasonable risk of
illness or injury when used in accordance with its labeling or, if no
conditions of use are suggested or recommended in the labeling, under ordinary
conditions of use. Generally, the FDA Act prohibits the introduction or
delivery of adulterated food into interstate commerce so a dietary supplement
that is deemed adulterated may not be sold or distributed through interstate
commerce. The FDA has the burden of proof in establishing that a dietary
supplement is adulterated under such a standard, thereby reducing the FDA's
role from one of preapproval of dietary supplements to that of policing those
substances that present a significant or unreasonable risk of illness or
injury.
Second, the DSHEA imposes additional requirements that must be adhered to
for those dietary supplements containing a "new" dietary ingredient which,
under the DSHEA, is an ingredient that was not marketed in the United States
before October 15, 1994. A dietary supplement that contains such a new
dietary ingredient will be deemed to be adulterated unless either (a) all
ingredients contained in the dietary supplement have been present in the food
supply as an article used for food in a form in which the food has not been
chemically altered, or (b) there is a history of use or other evidence of
safety establishing that the new dietary ingredient, when used under the
conditions recommended or suggested in the labeling, will reasonably be
expected to be safe. In order to qualify for the safe harbor under the second
condition, a manufacturer/distributor of the new dietary ingredient or
supplement must provide, at least 75 days before introducing or delivering for
introduction such substance into interstate commerce, information to the FDA
that forms the basis on which the manufacturer/distributor has concluded that
a dietary supplement containing the new dietary ingredient will reasonable be
expected to be safe.
Finally, the DSHEA provided non-delegable authority to the Secretary of
the Department of Health and Human Services to declare a dietary supplement as
posing an imminent hazard to public health or safety. Following such
declaration, it is immediately illegal to market such a product, although the
Secretary must thereafter promptly hold a formal hearing in order to determine
whether to affirm or withdraw the declaration.
The effect of these new safety standards is that, although the authority
of the FDA to regulate dietary supplements has been limited, it and the
Secretary of the Department of Health and Human Services have been granted
substantial new policing authority to stop the distribution of a dietary
supplement if government personnel believe they can show that the product is
not safe. Voyager is not able to predict with certainty the impact of the new
regulatory scheme on its activities.
The DSHEA increases the ability of sellers of dietary supplements to
provide information about their products. The intent of Congress in promoting
such information is to empower consumers to make more informed choices about
preventive health care programs based on available scientific data about the
health benefits of diet supplements. Prior to the enactment of the DSHEA, the
FDA asserted that any publication used in connection with the sale of a
dietary supplement could be regulated by the FDA as "labeling." Further, if
the publication in question contained information claiming or suggesting that
an ingredient present in a dietary supplement might be used in the cure,
mitigation, treatment, or prevention of any disease, such supplement would be
subject to regulation under the FDA Act as a drug. Under the DSHEA, however,
a publication, including an article, a book or chapter in a book, or an
official abstract of a peer reviewed scientific publication that appears in an
article and was prepared by the authors or the editors of a publication, is
not defined as a labeling and may be used in connection with the sale of a
dietary supplement to consumers if such publication is reprinted and it (i)
is not false or misleading; (ii) does not promote a particular manufacture or
brand of a dietary supplement; (iii) is displayed or presented with other
items on the same subject matter so as to present a balanced view of the
available scientific information; (iv) is physically separate from dietary
supplements if displayed in an establishment where such products are sold; and
(v) does not have appended to it any information by sticker or any other
method. The United States has the burden of proof to establish that a
publication is false or misleading if a proceeding is established to prevent a
publication. The DSHEA specifically provides that it does not restrict a
retailer or wholesaler of dietary supplements in any way whatsoever from
selling books or other publications as a part of its business. These
provisions of the DSHEA may indirectly affect Voyager because they will make
it easier for retailers and wholesalers that sell Voyager's products to
display and sell publications that are related to Voyager's business and
discuss the benefits of dietary supplements such as the ones that Voyager
manufactures and distributes.
FDA regulations published prior to the enactment of the DSHEA and
pursuant to the Nutrition Labeling and Education Act ("NLEA") prohibit the use
of any health claim in the labeling of any food products, including
brochures), unless the claim of such labeling is first approved by the FDA by
regulation. The DSHEA carves out an exception to this regulation that allows
companies that manufacture and distribute dietary supplements to make any of
the following four types of statements with regard to nutritional support on
labeling without FDA approval: (1) a statement that claims a benefit related
to a classical nutrient deficiency disease and discloses the prevalence of
such disease in the United States; (2) a statement that describes the role of
a nutrient or dietary ingredient intended to affect structure or function in
humans: (3) a statement that characterizes the documented mechanism by which a
nutrient or dietary ingredient acts to maintain or function; or (4) a
statement that "describes general well-being" from consumption of a nutrient
or dietary ingredient. In addition to making sure that a statement meets one
of the four criteria, a manufacturer of the dietary supplement must have
substantiation that such statement is truthful and not misleading, must not
claim to diagnose, mitigate, treat, cure, or prevent a specific disease or
class of diseases, and must contain the following disclaimer, prominently
displayed in boldface type: "This statement has not been evaluated by the Food
and Drug Administration. This product is not intended to diagnose, treat,
cure, or prevent any disease." Additionally, the manufacturer must notify the
Secretary of Health and Human Services no later than 30 days after the first
marketing of the dietary supplement to which such statement relates.
In addition to the above statements that are allowed to be made by
manufacturers, a dietary supplement must be properly labeled. To be properly
labeled, a dietary supplement must list the name and quantity of each
ingredient and the total weight of a proprietary blend, be identified as a
"dietary supplement," and identify the part of a plant from which any herb or
botanical ingredient is derived. In addition, there are special rules for
branding a supplement if there is an official compendium covering the dietary
supplement.
The DSHEA did not limit the FDA's ability to regulate manufacturing but
authorized the FDA to prescribe good manufacturing practice regulations for
dietary supplements which are to be modeled after current good manufacturing
practice regulations for food. Voyager cannot predict the impact that such
regulations could have on those suppliers that manufacture its products.
However, since most of these manufacturers also produce a number of products
that are already subject to manufacturing standards of the FDA, it is not
likely that any new regulations regarding manufacture of dietary supplements
would adversely affect Voyager or its suppliers.
In summary, Voyager can not determine or predict the final effects that
DSHEA will ultimately have on the regulatory scheme of dietary supplements.
Further, Voyager can not predict what recommendations will be made by the
presidential commission established to study this subject and make
recommendations. Although the DSHEA seems to be generally beneficial to
manufacturers of dietary supplements because it limits the FDA's authority to
regulate supplements as drugs or food additives, there is no real indication
of its ultimate effect. The FDA has recently proposed regulations that are
intended to become effective January 1, 1997, for the purpose of implementing
the DSHEA. There is no way to predict what form the final regulations will
take or what effect such regulations will have on the business activities of
Voyager.
10. Estimate the amount spent during each of the two fiscal years on
research and development.
For the year ended July 31, 1996 there was no money allocated to research
and development.
11. Cost and effects of compliance with environmental laws.
None.
12. Number of employees.
As of July 31, 1996 the Company had a total of 7 employees engaged in the
general management and administration.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General
The following discusses the financial position and results of operations
of the Company and its consolidated subsidiary, The Voyager Group Inc., which
have been combined and accounted for as a reverse purchase.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations. Generally the Company has adequate funds for its activities, from
time to time in the past the Company has relied on short-term borrowing and
the issuance of restricted common stock to fund current operations. There are
no formal commitments from banks or other lending sources for lines of credit
or similar short-term borrowing, but the Company has been able to borrow any
additional working capital that has been required. From time to time in the
past, required short-term borrowing have been obtained from a principal
shareholder or other related entities. It is anticipated that the current
operations will expand and the funds generated will exceed the Company's
working capital requirements for the foreseeable future and that it will no
longer seek loans from principal shareholders.
The increase in liquidity and capital resources during the past two years
reflects the increases attributable to the issuance of preferred and common
stock as well as cash generated from operations. The Company generates and
uses cash flows through three activities: operating, investing, and
financing. During the year ended July 31, 1996, operating activities provided
cash of $172,000 as compared to net cash provided of $18,000 for 1995.
Cash flows used in investing activities changed in 1996 primarily due to
the acquisition of $42,000 of computer equipment and office furniture.
Financing activities provided $182,000 in 1996 and $5,000 in 1995. The
increase in cash flow from financing activities in 1996 and 1995 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, 1997 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.
Results of Operations
1995 was the first year of operations of Voyager Group, Inc., the subsidiary
which accounted for the majority of the operating activities of the Company.
Gross revenues increased 1300% due in part because 1995 was not a full year of
operations and during 1996 additional products were introduced. The customer
base increased by nearly 10,000 distributors during 1996 and is currently
increaseing at about 2,000 per month. Customers with repeat business
accounted for a majority of the revenues generated. Although the Company's
subsidiary has performed work for it's customers with repeat business, there
is no assurance that such customers will maintain or increase the level of
volume of business of the Company.
Inflation and Regulation
The Company's operations have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices. The
Company encounters competition from a variety of firms selling dietary
supplements in its market area. Many of these firms have long standing
customer relationships and are well-staffed and well financed. The Company
believes that competition in the dietary supplement industry is based on
competitive pricing, although the ability, reputation and support of a
multi-level marketing network is also significant. The Company does not
believe that any recently enacted or presently pending proposed legislation
will have a material adverse effect on its results of operations.
Item 3. Description of Property.
The Company at this time has no properties. The Company occupies certain
sales offices under a noncancellable lease. The lease is for thirty-six
months expiring August 31, 1999. It is expected that in the normal course of
business, leases that expire will be renewed or replaced by leases on other
properties. The current lease requires minimum rental payments of $30,384.00
per year. The obligations of the lessee under the lease are guaranteed by
William Clapham, the president of the company.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners.
The following table sets forth the number and percentage of the Company's
common shares owned of record and beneficially by each person owning more than
5% of such common shares at July 31, 1996.
(1) (2) (3) (4)
Title of Class Name and Amount and Percent of Class
Address of Nature of
Beneficial Beneficial
Owner Owner
Preferred Series AA 1996 Thaisa Branco 360 49.59%
816 Okra Ct. (Convertible to
Carlsbad, CA 3,600,000 shares
92009 Common)
The following table set forth the number and percentage as of the date of
this filing, the shares beneficially owned by all directors and nominees:
(1) (2) (3) (4)
Title of Class Name and Amount and Percent of Class
Address of Nature of
Beneficial Beneficial
Owner Owner
Preferred Series AA 1996 Thaisa Branco ---see above---
Item 5. Directors, Executive Officers, Promoters and Control Persons.
Directors and Executive Officers.
(1) (2) (3)
NAME and AGE POSITION TERM OF OFFICE
William Clapham 38 Director/President July 21, 1996 to Present
Thaisa Branco 28 Director/Vice Pres. July 21, 1996 to Present
Michael Johnson 30 Director July 21, 1996 to Present
Thaisa Branco is the wife of William Clapham
Business Experience
William H. Clapham, Director/President, is 38 years of age and co-founded The
Voyager Group, Inc., with his wife, Thaisa Branco, in January of 1995 and has
served as its President from that time until present. Mr. Clapham has over
ten years experience in the marketing and product development in the
nutritional supplement industry. Mr. Clapham has created several product
brands and marketing strategies with distribution including direct sales. Mr.
Clapham has also developed private label nutritional and personal care
products for both domestic and international distribution. Mr. Clapham earned
a Bachelor of Science Degree from Northeastern University College of Business
in Boston, Mass.
Thaisa Branco, Director/Vice President/Secretary/Treasurer, is 28 years of age
and co-founded The Voyager Group, Inc. with her husband, William Clapham, and
has served as Vice President of operations from inception to the present. Ms.
Branco has over 10 years experience in business management with specialization
in marketing and public relations in her native Brazil. Ms. Branco earned her
Bachelor of Science Degree in Business Administration from UNA (Brazil) and
holds a Masters Degree in Marketing and Strategic Planning in Brazil. In
1994, Ms. Branco earned a Post Graduate Degree in Business Administration from
Harvard University in Cambridge, Mass.
Item 6. Executive Compensation.
Annual Compensation
(a) (b) (e)
Name Other
and Annual
Principal Compensation
Position Year $
William Clapham, President 1995 $ 20,000
1996 $ 20,000
Item 7. Certain Relationships and Related Transactions.
William Clapham, the President of the Company, receives minimum royalties
of $20,000 per calendar year. Also, See Item 4 and Item 5 above.
Item 8. Description of Securities.
The corporation has authorized fifty million (50,000,000) shares of
common stock with a par value of $0.001 per share, and five million
(5,000,000) of convertible preferred stock series AA 1996 with a par value of
$0.001 per share and no other class or classes of stock, for a total
capitalization of $55,000. The corporation's capital stock may be sold from
time to time for such consideration as may be fixed by the Board of Directors,
provided that no consideration so fixed shall be less than par value. There
are no preemptive rights. No dividends have been declared. Fully-paid stock
of this corporation shall not be liable to any further call or assessment.
The preferred stock are convertible at a ratio of 10,000 shares of common
stock per preferred share converted. In the event of any voluntary or
involuntary liquidation, the holders of the preferred stock are entitled to an
amount equal to the net book value of the Corporation plus all unpaid
dividends. The preferred stock is entitled to vote 10,000 votes per preferred
share.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
The stock is traded over-the-counter on the NASDAQ Bulletin Board with
the trading symbol "VYGP". The following high and low bid information was
provided by PC Financial Network. The quotations provided reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may
not represent actual transactions.
1996 HIGH BID LOW BID
(To the best knowledge of management, there
was no trading of shares for fiscal 1995 and
the first three quarters of fiscal 1996.)
Fourth Quarter (07/31/96) $ 4.00 $ 2.875
The number of shareholders of record of the Company's common stock as of
July 31, 1996 was 200.
The Company has not paid any cash dividends to date and does not
anticipate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development of
the Company's business.
Item 2. Legal Proceedings.
None.
Item 3. Changes in and Disagreements with Accountants.
There are not and have not been any disagreements between the Company and
its accountants on any matter of accounting principles, practices or financial
statements disclosure.
Item 4. Recent Sales of Unregistered Securities.
The Company over the past three years has sold 760,800 shares of common
stock. The stock was not sold through an underwriter and was not sold through
a public offer. A summary of the transactions follows:
Preferred Stock Common Stock
Shares Amount Shares Amount
July 17, 1996 shares issued
For cash (in conjunction
with Reverse Acquisition) 71 $ 150,010
71 $ 150,010 $
These sales are exempt under Regulation D Rule 506 of the Securities Act
of 1933.
Item 5. Indemnification of Directors and Officers.
Not applicable.
Part F/S
The following documents are filed as part of this report.
Independent Auditor's Report 18
Consolidated Balance Sheet,
October 31, 1996 and 1995 and July 31, 1996 and 1995 19
Consolidated Statements of Income,
For the Three Months Ended October 31, 1996 and 1995, and
For the Years Ended July 31, 1996 and 1995 21
Consolidated Statements of Cash Flows,
For the Three Months Ended October 31, 1996 and 1995, and
For the Years Ended July 31, 1996 and 1995 22
Consolidated Statements of Changes in Stockholders' Equity,
For the Three Months Ended October 31, 1996 and 1995, and
For the Years Ended July 31, 1996 and 1995 24
Notes to Consolidated Financial Statements 25
Schedule I, Condensed Financial Information
of Registrant (All Required Information
Reported in Consolidated Financial Statements
and Notes to the Consolidated Financial Statements)
Schedule II, Valuation of Qualifying Accounts
(All Required Information Reported in Consolidated
Financial Statements and Notes to the
Consolidated Financial Statements)
Schedule III, Real Estate and Accumulated Depreciation
(Not Applicable)
Schedule IV, Mortgage Loans on Real Estate
(Not Applicable)
Schedule V, Supplemental Information Concerning
Property-Casualty Insurance Operations
(Not Applicable)
Independent Auditor's Report
To the Stockholders
of Voyager Group USA-Brazil, Ltd. and Subsidiaries
(Formerly EEE-Energy Consultants, Inc.)
We have audited the consolidated balance sheet of Voyager Group
USA-Brazil, Ltd. and Subsidiaries (Formerly EEE-Energy Consultants, Inc.) as
of July 31, 1996 and 1995, and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the financial position of Voyager
Group USA-Brazil, Ltd., and Subsidiaries (formerly EEE - Energy Consultants,
Inc.), as of July 31, 1996 and 1995 and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
Respectfully submitted
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
October 12, 1996
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
October 31, July 31,
1996 1995 1996 1995
ASSETS
Current Assets:
Cash $461,006 $ 12,807 $322,787 $ 10,538
Inventory 4,326 4,500 4,326 3,000
Prepaid Expenses 291,667 - 1,311 -
Accounts Receivable - 1,901 - -
Total Current Assets 756,999 19,208 328,424 13,538
Fixed Assets, at Cost:
Furniture and Equipment 97,647 18,926 54,598 12,867
Leasehold Improvements 6,545 - - -
Less - Accumulated
Depreciation (18,979) (2,640) (13,525) (1,072)
85,213 16,286 41,073 11,795
Other Assets:
Organization Costs, Net 1,208 1,524 1,300 1,616
Intangible Assets, Net 665 915 715 965
Deposits 10,299 300 5,032 300
Total Other Assets 12,172 2,739 7,047 2,881
Total Assets $854,384 $ 38,233 $376,544 $ 28,214
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
October 31, July 31,
1996 1995 1996 1995
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 30,646 $ 1,462 $ 30,646 $ 1,073
Accrued Liabilities 94,362 - 37,282 -
Accrued Commissions 13,435 - 13,435 -
Accounts Payable - Related
Party - 1,674 - -
Total Current Liabilities 138,443 3,136 81,363 1,073
Stockholders' Equity
Preferred Stock, $.001 par
value;
5,000,000 shares authorized;
431 shares issued and
outstanding July 31, 1996 1 - 1 -
Premium on Preferred Stock 155,331 5,322 155,331 5,322
Common Stock; $.001 par value;
50,000,000 shares authorized;
2,950,000 shares issued and
outstanding July 31, 1996;
No par value, 900,000 shares
issued and outstanding
July 31, 1995 3,100 900 2,950 900
Additional Paid-in Capital 337,854 8,100 38,004 8,100
Retained Earnings 219,655 20,775 98,895 12,819
Total Stockholders' Equity 715,941 35,097 295,181 27,141
Total Liabilities, and
Stockholders' Equity $854,384 $ 38,233 $376,544 $ 28,214
The accompanying notes are an integral part of these consolidated financial
statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three
Months Ended For the Year Ended
October 31, July 31,
1996 1995 1996 1995
Sales, net of allowances of
$3,413 and $323 $1,424,901 $100,702 $1,215,191 $ 86,396
Cost of Sales 334,961 69,231 817,752 37,588
Gross Margin 1,089,940 31,471 397,439 48,808
Selling, General &
Administrative 876,980 21,840 272,392 26,989
Other Income (Expense)
Interest - - 987 -
Income (Loss) Before Income
Taxes 212,960 9,631 124,060 21,819
Income Taxes 92,200 3,274 37,984 -
Net Income $ 120,760 $ 6,357 $ 86,076 $ 21,819
Earnings Per Common Share:
Primary $ .04 $ .01 $ .03 $ .02
Fully Diluted $ .02 $ - $ .01 $ -
Weighted Average Shares
Outstanding
Primary 2,958,333 900,000 2,950,000 900,000
Fully Diluted 7,268,333 4,500,000 7,260,000 4,500,000
The accompanying notes are an integral part of these consolidated financial
statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Three Months Ended For the Year ended
October 31, July 31,
1996 1995 1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $120,760 $ 6,357 $ 86,076 $ 21,819
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Used in Operating Activities:
Depreciation and Amortization 5,595 1,710 13,019 1,321
Changes in Assets and
Liabilities-
Increase in Prepaid
Expenses (889) 3,274 (1,311) -
Increase in Inventory - (1,500) (1,326) (3,000)
Increase in Organization
Costs - - - (1,830)
Increase in Intangibles - - - (1,000)
Increase in Deposits 5,267 - (4,732) (300)
Increase in Accounts
Payable - 389 29,573 1,073
Increase in Accrued
Liabilities 57,080 - 37,282 -
Increase in Accrued
Commissions - - 13,435 -
Increase in Receivables - (1,901) - -
Net Cash Provided by Operating
Activities 187,813 8,329 172,016 18,083
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase Furniture and Equipment (49,594) (6,060) (41,731) (12,867)
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred Stock - - 150,010 -
Proceed from Issuance of
Common Stock - - 31,954 5,322
Net Cash Provided by
Financing Activities - - 181,964 5,322
NET INCREASE IN CASH AND CASH
EQUIVALENTS 138,219 2,269 312,249 10,538
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 322,787 10,538 10,538 -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $461,006 $ 12,807 $322,787 $ 10,538
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year For:
Interest $ - $ - $ 987 $ -
Income Taxes $ 33,809 $ - $ 2,864 $ -
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
(Formerly EEE-Energy Consultants, Inc.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Additional
Preferred Stock Common Stock Paid-in Retained
Shares Amount Premium Shares Amount Capital Deficit
Balance
August 1, 1994 360 * $ - $ 5,322 900,000 $ 900 $ 8,100 $ (9,000)
Net Income for
Year Ended
July 31, 1995 - - - - - - 21,819
Balance
July 31, 1995 360 - 5,322 900,000 900 8,100 12,819
Issuance of
Common Stock
to the Public
for Cash
October 31, 1995 - - - 28,000 28 2,772 -
Issuance of
Common Stock
to an Individual
for Cash
July 3, 1996 - - - 15,000,000 15,000 - -
Issuance of
Common Stock
Reg D Offering
for Cash
July 12, 1996 - - - 2,022,000 2,022 12,132 -
Preferred Shares
Issued in Exchange
for Cash (in
Conjunction
with Reverse
Acquisition) 71 1 150,009 - - - -
Shares Returned
to Treasury
July 31, 1996 - - - (15,000,000) (15,000) 15,000 -
Net Income for
Year Ended
July 31, 1996 - - - - - - 86,076
Balance
July 31, 1996 431 1 155,331 2,950,000 2,950 38,004 98,895
Shares Issued
in Exchange
for Services
October 27, 1996 - - - 150,000 150 299,850 -
Net Income
for Three
Months Ended
October 31, 1996 - - - - - - 120,760
Balance
October 31, 1996
(Unaudited) 431 $ 1 $155,331 3,100,000 $ 3,100 $337,854 $219,655
* Shares issued in conjunction with reverse acquisition
The accompanying notes are an integral part of these consolidated financial
statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996, AND 1995
(References to October 31, 1996 and 1995 are unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The Company was first incorporated in the State of Nevada on June 13,
1990 as EEE-Hunter Associates, Inc. On July 27, 1995 the Company changed its
domicile to the State of Texas and merged into a Texas Corporation EEE-Energy
Consultants, Inc. Neither company had any operating activity. On July 2,
1996 the Company changed domicile to Nevada and on July 17, 1996 changed the
name of the Company to Voyager Group USA-Brazil, Ltd.
Also on July 17, 1996 the Company entered into an agreement with Voyager
Group, Inc. (a Delaware Corporation) whereby the Company acquired 100% of the
issued and outstanding stock of Voyager Group, Inc. in a tax-free corporate
reorganization in exchange for the issuance of 360 shares of preferred series
AA 1996 stock (convertible into 3,600,000 common shares). This transaction
has been accounted for as a reverse purchase. Shareholders' equity has been
restated to reflect shares exchanged in the reorganization as outstanding
since August 1, 1994 and income and expense have been presented since the
inception of the Delaware Company.
The unaudited financial statements as of October 31, 1996 and 1995 and
for the three months then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three
months. Operating results for interim periods are not necessarily indicative
of the results which can be expected for full years.
Principles of Consolidation
The consolidated financial statements include the accounts of the Voyager
Group USA-Brazil, Ltd. and its wholly-owned subsidiary, The Voyager Group,
Inc. All significant intercompany accounts and transactions have been
eliminated.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996, AND 1995
(Continued)
(References to October 31, 1996 and 1995 are unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Nature of Business
The Company distributes "all natural" dietary supplements and cosmetic
products through a multi-level marketing network.
Inventories
Inventories consist of dietary and cosmetic products and related
materials and are stated at the lower of cost (first-in, first-out method) or
market.
Depreciation
Depreciation is provided at rates based on estimated useful service lives
(five to seven years for office furniture and fixtures), using accelerated
methods.
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited
or charged to income.
Amortization
Organization costs are amortized over a sixty month period. Intangible
assets are amortized over useful life.
Cash Equivalents
For the purpose of reporting cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996, AND 1995
(Continued)
(References to October 31, 1996 and 1995 are unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
Fully diluted net income per common share was calculated based on an
increased number of shares that would be outstanding assuming that the 431
convertible preferred shares are converted to 4,310,000 common shares.
Recent Accounting Pronouncements
In March 1995, the Financial Accounting Standards Board issued SFAS No,.
121, "Accounting for the Impairment of Long-lived Assets and to adopt SFAS No.
121 in fiscal 1996. SFAS No. 121 addresses the accounting for (i) impairment
of long-lived assets, certain identified intangibles and goodwill related to
assets to be held and used, and (ii) long-lived assets and certain
identifiable intangibles to be disposed of. SFAS No. 121 required that
long-lived assets and certain identifiable intangibles to be held and used by
an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the expected future cash flows from the use of the
asset and its eventual disposition (undiscounted and without interest charges
is less than the carrying amount of the asset, an impairment loss is
recognized. Management does not expect that the adoption of SFAS No. 121 will
have a material impact on the Company's consolidated financial statements.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996, AND 1995
(Continued)
(References to October 31, 1996 and 1995 are unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
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.
Reclassifications
Certain reclassifications have been made in the 1995 financial statements
to conform with the 1996 presentation.
NOTE 2 - PREFERRED STOCK
On July 17, 1996 the Company created convertible Preferred shares Series
AA 1996, authorizing the issuance of 1,000 shares of convertible preferred
stock to be sold, with a par value of $.001. The preferred stock are
convertible at a ratio of 10,000 shares of common stock per preferred share
converted. In the event of any voluntary or involuntary liquidation, the
holders of the preferred stock are entitled to an amount equal to the net book
value of the Corporation plus all unpaid dividends. The preferred stock is
entitled to vote 10,000 votes per preferred share.
NOTE 3 - RELATED PARTY TRANSACTIONS
Bill Clapham, the President of the Company, receives minimum royalties of
$20,000 per calendar year.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
(Formerly EEE-Energy Consultants, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1996, AND 1995
(Continued)
(References to October 31, 1996 and 1995 are unaudited)
NOTE 4 - RENT EXPENSE
The Company occupies certain sales offices under a noncancellable lease.
The lease is for thirty-six months expiring
August 31, 1999. The current lease requires minimum rental payments of
$30,384 per year. The obligations of the lessee under the lease are
guaranteed by William Clapham, the President of the Company.
NOTE 5 - SUBSEQUENT EVENT
On November 11, 1996 the Company completed a Regulation D section 504
private placement whereby the Company issued 250,000 common shares for
$245,000 (net of $5,000 expense of sale). Each share included detachable
warrants to purchase three common shares at $1.00 per share for 24 months
callable at $.05.
On October 27, 1996 the Company issued 150,000 common shares to an
advertising and promotion services company in exchange for services to be
performed over a 36 month period.
PART III
Item 1. Index to Exhibits.
Item 2. Description of Exhibits.
EXHIBIT INDEX PAGE
Exhibit 2 - Articles of Incorporation and By-Laws:
EEE-Energy Consultants, Inc.
(Formerly EEE-Hunter Associates, Inc.) Incorporated
by reference
The Voyager Group, Inc.. Incorporated
by reference
Exhibit 11 - Computation of Per Share Earnings:
(Refer to Independent Auditors Report Page "Note 1")
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Voyager Group USA-Brazil, Ltd.
DATE: January 10, 1997
By /s/
William Clapham, President
(Principal Financial and
Accounting Officer)
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