[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:
January 13, 1998 3,550,000
Transitional Small Business Disclosure Format (check one).
Yes ; No X
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS January 31, 1997 July 31, 1996
Current Assets:
Cash $ 440,701 $ 322,787
Inventory 4,326 4,326
Prepaid Expenses - 1,311
Accounts Receivable 14,337 -
Total Current Assets 459,364 328,424
Fixed Assets, at Cost:
Furniture and Equipment 113,179 54,598
Leasehold Improvements 6,545 -
Less - Accumulated
Depreciation (22,395) (13,525)
97,329 41,073
Other assets:
Deferred Tax Benefit 66,666 -
Organization Costs, Net 1,117 1,300
Intangible Assets, Net 679 715
Deposits 11,820 5,032
Total Other Assets 80,282 7,047
Total Assets $ 636,975 $ 376,544
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS(Continued)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY January 31,1997 July 31, 1996
Current Liabilities:
Accounts Payable $ 95,820 $ 30,646
Accrued liabilities 2,162 37,282
Accrued Commissions 198,807 13,435
Total Current Liabilities 296,789 81,363
Stockholder' 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
2,950,000 shares issued
and outstanding January
31, 1997 and July 31,
1996, respectively 3,350 2,950
Additional Paid-in Capital 432,604 38,004
Retained Earnings (251,100) 98,895
Total Stockholders' Equity 340,186 295,181
Total Liabilities, and
Stockholders' Equity $ 636,975 $ 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 $1,063,311 $ 237,896 $2,083,951 $ 338,598
Cost of Sales 280,983 84,762 628,001 120,642
Gross Margin 782,328 153,134 1,455,950 217,956
Selling & Marketing 719,871 148,868 1,598,902 213,317
General & Administrative 102,312 20,240 273,709 26,722
Total Expenses 822,183 169,108 1,872,611 240,039
Operating Income (Loss) (39,855) (15,974) (416,661) (22,083)
Other Income (Expense)
Interest - - - -
Income (Loss) Before Income
Taxes (39,855) (15,974) (416,661) (22,083)
Income Taxes 6,377 4,000 66,666 4,000
Net Income (Loss) $ (33,478) $ (11,974) $ (349,995) $ (18,083)
Earnings Per Common Share:
Weighted Average Shares
Outstanding 3,350,000 928,000 3,350,000 923,333
Earnings Per Common Share: $ (0.01) $ (.01) $ (0.10) $ (0.02)
The accompanying notes are an integral part of these consolidated
financial statements.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six
Months Ended
January 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(349,995) $(18,083)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Used in Operating
Activities:
Depreciation and Amortization 9,089 6,510
Common Stock for Services 150,000 -
Changes in Assets and Liabilities-
(Increase) in Accounts Receivable (14,337) (27,914)
Decrease in Prepaid Expenses 1,311 -
(Increase) Decrease in Inventory - 1,500
(Increase) in Other Assets (73,454) (4,800)
Increase in Accounts Payable 65,174 1,697
(Decrease) in Accrued Liabilities (35,120) 5,972
Increase in Accrued Commissions 185,372 39,638
Net Cash Provided by Operating
Activities (61,960) 4,520
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase Furniture and Equipment (65,126) (6,060)
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred Stock - -
Proceeds from Issuance of Common
Stock 245,000 2,800
Net Cash Provided by Financing
Activities 245,000 2,800
NET INCREASE IN CASH AND CASH
EQUIVALENTS 117,914 1,260
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 322,787 10,538
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 440,701 $ 11,798
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.
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE 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 increasing 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 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, 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. The Company generates and uses cash flows through three activities:
operating, investing, and financing. During the six months ended January 31,
1997, operating activities used cash of $61,960 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 for
the year ended July 31, 1996, respectively.
Financing activities provided $245,000 for the six months ended
January 31, 1997 and $187,000 for the year ended 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.
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:
February 17, 1998 By: /s/
William Clapham, President
(Principal financial and
Accounting Officer)
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<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 INCOME, EQUITY AND CASHFLOWS FOR THE SIX MONTHS THEN ENDED AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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