[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/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: January 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-Brasil, 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)
(619) 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: March 12, 1997 3,350,000
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)
January 31, 1997 July 31, 1996
ASSETS
Current Assets:
Cash $ 881,681 $ 322,787
Inventory 4,326 4,326
Prepaid Expenses 266,667 1,311
Accounts Receivable 14,337 -
Total Current Assets 1,167,011 328,424
Fixed Assets, at Cost:
Furniture and Equipment 113,179 54,598
Leasehold Improvements 6,545 -
Less - Accumulated
Depreciation (21,581) (13,525)
Total Fixed Assets 98,143 41,073
Other Assets:
Organization Costs, Net 1,120 1,300
Intangible Assets, Net 612 715
Deposits 11,820 5,032
Total Other Assets 13,552 7,047
Total Assets $1,278,706 $ 376,544
<PAGE>
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
January 31, 1997 July 31, 1996
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 95,820 $ 30,646
Accrued Liabilities 96,162 37,282
Accrued Commissions 115,435 13,435
Accounts Payable - Related
Party - -
Total Current Liabilities 307,417 81,363
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; $.001 par value;
50,000,000 shares authorized;
3,350,000 and 2,980,000
shares issued and outstanding
January 31. 1997 and
July 31, 1996, respectively 3,350 2,950
Additional Paid-in Capital 582,604 38,004
Retained Earnings 230,003 98,895
Total Stockholders' Equity 971,289 295,181
Total Liabilities, and
Stockholders' Equity $1,278,706 $376,544
The accompanying notes are an integral part of these consolidated financial
statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (Unaudited)
For the Three For the Six
Months Ended Months Ended
January 31, January 31,
1997 1996 1997 1996
Sales, Net $1,014,126 $137,896 $1,987,601 $237,896
Cost of Sales 243,998 90,278 483,033 159,509
Gross Margin 770,128 47,618 1,504,568 78,387
Selling, General &
Administrative 691,981 35,339 1,279,460 57,179
Other Income (Expense)
Interest - - - -
Income (Loss) Before Income
Taxes 78,147 12,279 225,108 21,208
Income Taxes 39,200 2,613 94,000 2,613
Net Income $ 38,947 $ 9,666 $ 131,108 $ 18,595
Earnings Per Common Share:
Primary $ .01 $ .01 $ .04 $ .02
Fully Diluted $ - $ - $ .01 $ -
Weighted Average Shares
Outstanding
Primary 3,350,000 1,012,000 3,350,000 1,012,000
Fully Diluted 10,610,000 6,562,184 10,610,000 6,562,184
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)
Six Months Ended
January 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $131,108 $ 18,595
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Used in Operating Activities:
Depreciation and Amortization 8,339 3,417
Changes in Assets and
Liabilities-
Increase in Accounts
Receivable (14,337) (27,914)
Increase in Prepaid
Expenses (265,356) -
Decrease in Inventory - 1,500
Increase in Other Assets (6,788) (800)
Increase in Accounts
Payable 65,174 1,697
Decrease in Related Party
Payable - (1,674)
Increase in Accrued
Liabilities 58,880 12,498
Increase in Accrued
Commissions 102,000 -
Net Cash Provided by Operating
Activities 79,020 7,319
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase Furniture and Equipment (65,126) (6,059)
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred Stock - -
Proceed from Issuance of
Common Stock 545,000 -
Net Cash Provided by
Financing Activities 545,000 -
NET INCREASE IN CASH AND CASH
EQUIVALENTS 558,894 1,260
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 322,787 10,538
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $881,681 $ 11,798
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
Six Months Ended
January 31,
1997 1996
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year For:
Interest $ - $ -
Income Taxes $ 33,809 $ 1,553
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.
<PAGE>
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JANUARY 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 six month period ended January 31, 1997, are not necessarily
indicative of the results that may be expected for the year ended July 31,
1997. For further information, refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended July 31, 1996.
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 annual report on Form 10-KSB for the year ended July 31, 1996.
Results of Operations - Gross revenues increased due in part to additional
products introduced in 1996. 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 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.
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
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 six months ended January 31, 1997, operating activities
provided cash of $79,000 as compared to net cash provided of $172,000 for the
year ended July 31, 1996.
Cash flows used in investing activities is primarily due to the
acquisition of $65,000 and $42,000 of computer equipment and office furniture
for the six months ended January 31, 1997 and July 31, 1996.
Financing activities provided $545,000 and $182,000 for the six months
ended January 31, 1997 and July 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, 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
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 six months ended
January 31, 1997.
<PAGE>
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:
March 27, 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 JANUARY 31, 1997 AND THE RELATED
STATEMENTS OF OPERATIONS, EQUITY AND CASH FLOWS FOR THE SIX MONTHS THEN ENDED
AND IS QUALIFIED IN ITS ENTIRETY BY REFERRENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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0
0
<COMMON> 3
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<CGS> 483
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</TABLE>
