[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: April 30, 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 April 30, 1997 July 31, 1996
Current Assets:
Cash $ 324,366 $ 322,787
Inventory 51,000 4,326
Prepaid Expenses 10,770 1,311
Accounts Receivable 10,428 -
Total Current Assets 396,564 328,424
Fixed Assets, at Cost:
Furniture and Equipment 134,372 54,598
Leasehold Improvements 6,545 -
Less - Accumulated
Depreciation (28,312) (13,525)
112,605 41,073
Other assets:
Deferred Tax Benefit 129,388 -
Organization Costs, Net 1,025 1,300
Intangible Assets, Net 662 715
Deposits 11,820 5,032
Total Other Assets 142,895 7,047
Total Assets $ 652,064 $ 376,544
VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS(Continued)
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY April 30,1997 July 31, 1996
Current Liabilities:
Accounts Payable $ 32,778 $ 30,646
Accrued liabilities - 37,282
Accrued Commissions 183,389 13,435
Total Current Liabilities 216,167 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; 3,550,000 and
2,950,000 shares issued
and outstanding January
31, 1997 and July 31,
1996, respectively 3,550 2,950
Additional Paid-in Capital 857,404 38,004
Retained Earnings (580,389) 98,895
Total Stockholders' Equity 435,897 295,181
Total Liabilities, and
Stockholders' Equity $ 652,064 $ 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 Nine
Months Ended Months Ended
April 30, April 30,
1997 1996 1997 1996
Sales, Net $ 928,829 $ 390,517 $3,012,780 $ 729,115
Cost of Sales 279,856 139,141 907,857 259,783
Gross Margin 648,973 251,376 2,104,923 469,332
Selling & Marketing 960,130 246,025 2,559,032 459,342
General & Administrative 84,685 22,199 358,394 48,921
Total Expenses 1,044,815 268,224 2,917,426 508,263
Operating Income (Loss) (395,842) (16,848) (812,503) (38,931)
Other Income (Expense)
Interest 3,831 - 3,831 -
Income (Loss) Before Income
Taxes (392,011) (16,848) (808,672) (38,931)
Income Taxes 62,722 4,200 129,388 8,200
Net Income (Loss) $(329,289) $ (12,648) $ (679,284) $ (30,731)
Earnings Per Common Share:
Weighted Average Shares
Outstanding 3,394,944 928,000 3,372,099 903,111
Earnings Per Common Share: $ (0.10) $ (.01) $ (0.20) $ (0.03)
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 Nine
Months Ended
April 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (679,284) $ (30,731)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Used in Operating
Activities:
Depreciation and Amortization 15,115 9,764
Common Stock for Services 575,000 -
Changes in Assets and Liabilities-
(Increase) in Accounts Receivable (10,428) -
Decrease in Prepaid Expenses (9,459) -
(Increase) Decrease in Inventory (46,674) -
(Increase) in Other Assets (136,176) (9,000)
Increase in Accounts Payable 2,132 26,367
(Decrease) in Accrued Liabilities (37,282) 18,747
Increase in Accrued Commissions 169,954 91,450
Net Cash Provided by Operating
Activities (157,102) 106,597
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase Furniture and Equipment (86,319) (16,063)
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 1,579 93,334
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 322,787 10,538
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 324,366 $ 103,872
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 NINE MONTHS ENDED APRIL 30, 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 nine month period ended April 30, 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 nine months ended April 30,
1997, operating activities used cash of $157,102 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 $86,000 and $42,000 of computer equipment and
office furniture for the nine months ended April 30, 1997 and for
the year ended July 31, 1996, respectively.
Financing activities provided $245,000 for the nine months
ended April 30, 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 nine months ended
April 30, 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 APRIL 30, 1997 AND THE RELATED
STATEMENTS OF INCOME, EQUITY AND CASHFLOWS FOR THE NINE MONTHS THEN ENDED AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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