[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: October 31, 1996
[ ] 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 October 31, 1996 July 31, 1996
Current Assets:
Cash $ 320,449 $ 322,787
Inventory 4,326 4,326
Prepaid Expenses - 1,311
Total Current Assets 324,775 328,424
Fixed Assets, at Cost:
Furniture and Equipment 97,647 54,598
Leasehold Improvements 6,545 -
Less - Accumulated
Depreciation (17,410) (13,525)
86,782 41,073
Other assets:
Deferred Tax Benefit 60,289 -
Organization Costs, Net 1,210 1,300
Intangible Assets, Net 696 715
Deposits 10,299 5,032
Total Other Assets 72,494 7,047
Total Assets $ 484,051 $ 376,544
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS(Continued)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY October 31,1996 July 31, 1996
Current Liabilities:
Accounts Payable $ 45,646 $ 30,646
Accrued liabilities 2,162 37,282
Accrued Commissions 307,579 13,435
Total Current Liabilities 355,387 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; 3,100,000 and
2,950,000 shares issued
and outstanding October
31, 1996 and July 31,
1996, respectively 3,100 2,950
Additional Paid-in Capital 187,854 38,004
Retained Earnings (217,622) 98,895
Total Stockholders' Equity 128,664 295,181
Total Liabilities, and
Stockholders' Equity $ 484,051 $ 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)
For the Three
Months Ended
October 31,
1996 1995
Sales, Net $ 1,020,640 $ 100,702
Cost of Sales 347,018 35,880
Gross Margin 673,622 64,822
Selling & Marketing 879,031 64,449
General & Administrative 171,397 6,482
Total Expenses 1,050,428 70,931
Operating Income (Loss) (376,806) (6,109)
Other Income (Expense)
Interest - -
Income (Loss) Before Income Taxes (376,806) (6,109)
Income Taxes 60,289 -
Net Income (Loss) $ (316,517) $ (6,109)
Earnings Per Common Share:
Weighted Average Shares Outstanding 2,958,333 900,000
Earnings Per Common Share: $ (0.11) $ (0.01)
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 Three
Months Ended
October 31,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(316,517) $(6,109)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used
in Operating Activities:
Depreciation and Amortization 3,994 1,710
Common Stock for services 150,000 -
Changes in Assets and Liabilities-
(Increase) in Accounts Receivable - (1,901)
Decrease in Prepaid Expenses 1,311 3,274
(Increase) Decrease in Inventory - (1,500)
(Increase) in Other Assets (65,556) -
Increase in Accounts Payable 15,000 389
(Decrease) in Accrued Liabilities (35,120) -
Increase in Accrued Commissions 294,144 9,666
Net Cash Provided by Operating
Activities 47,256 5,529
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase Furniture and Equipment (49,594) (6,060)
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred Stock - -
Proceeds from Issuance of Common Stock - 2,800
Net Cash Provided by Financing Activities - 2,800
NET INCREASE IN CASH AND CASH
EQUIVALENTS (2,338) 2,269
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 322,787 10,538
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 320,449 $ 12,807
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 OCTOBER 31, 1996
(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, 1996, 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 as well as 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, 1996, operating activities provided cash of
$38,000 $47,000 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 $50,000 and $42,000 of computer equipment and office furniture for the three
months ended October 31, 1996 and for the year ended July 31, 1996,
respectively.
Financing activities provided $0 for the three months ended October 31,
1996 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 three months ended
October 31, 1996.
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 OCTOBER 31, 1996 AND THE RELATED
STATEMENTS OF INCOME, EQUITY AND CASHFLOWS FOR THE THREE MONTHS THEN ENDED AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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