<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
COMMISSION FILE NUMBER 33-4734-D
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
(FORMERLY RILEY INVESTMENTS, INC.)
(Exact name of registrant as specified in charter)
OREGON 93-0950786
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
211 EAST 7TH STREET, 11TH FLOOR, AUSTIN, TEXAS 78701
- ------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 391-2000
--------------
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
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 7, 1998, the Company had
outstanding 3,021,412 shares of its common stock, par value $0.0001.
<PAGE> 2
PART I FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
UNAUDITED AUDITED
JUNE 30, DECEMBER 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,506,564 $ --
Restricted Cash 184,014 181,375
Accounts receivable, net of allowance for
doubtful accounts of $12,020 in 1998 and 1997 80,258 103,310
Due from affiliate 397,996 255,361
Prepaid offering expenses -- 113,508
Prepaid expenses 260,270 --
Prepaid hotel cost 230,908 53,027
Prepaid cruise and tour cost 414,891 80,482
Rooms/Cabins held for sale 199,168 182,978
----------- -----------
Total Current Assets 4,274,068 970,041
PROPERTY AND EQUIPMENT, AT COST, NET OF ----------- -----------
accumulated depreciation 293,031 58,851
OTHER ASSETS ----------- -----------
Other assets 38,355 37,179
Intangible assets, net of accumulated
amortization 366,082 375,919
----------- -----------
$ 4,971,536 $ 1,441,990
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Cash overdraft $ -- $ 26,095
Accounts payable 145,250 420,303
Other current liabilities 87,338 335,294
Current portion of long-term debt -- 290,562
Deferred hotel revenue 433,134 284,939
Deferred cruise and tour revenue 435,630 153,056
Deferred subscription revenue 66,265 80,641
----------- -----------
Total Current Liabilities 1,167,617 1,590,890
----------- -----------
OTHER LIABILITIES
Long-term debt -- 1,282,812
----------- -----------
Total Other Liabilities -- 1,282,812
STOCKHOLDERS' (DEFICIT) ----------- -----------
Preferred stock, no par value; authorized
10,000,000 shares; none issued and outstanding -- --
Common stock $.0001 par value; authorized
30,000,000 shares; issued and outstanding
3,021,412 and 1,431,858
shares in 1998 and 1997, respectively 302 143
Additional paid-in capital (deficit) 6,628,034 959,447
Accumulated deficit (2,824,417) (2,391,302)
----------- -----------
Total Stockholders' (Deficit) 3,803,919 (1,431,712)
----------- -----------
$ 4,971,536 $ 1,441,990
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE> 3
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
================================================================================
<TABLE>
<CAPTION>
UNAUDITED
THREE MONTHS ENDED
------------------
JUNE 30, UNE 30,
1998 1997
------------ ------------
<S> <C> <C>
REVENUES
Hotel revenue $ 1,534,285 $ 1,324,238
Cruise and tour revenue 2,350,880 1,952,618
Magazine subscription and advertising revenue 255,634 101,353
Interest income 42,866 --
Merchandise and other revenue 5,677 5,049
------------ ------------
Total Revenues 4,189,341 3,383,258
------------ ------------
COST OF SALES
Hotel cost 1,188,046 1,018,773
Cruise and tour cost 2,048,253 1,720,256
Magazine publishing cost 274,309 187,437
------------ ------------
Total Cost of Sales 3,510,608 2,926,466
------------ ------------
Gross Profit 678,733 456,792
OPERATING EXPENSES
Selling, general and administrative expenses 291,397 169,797
Wages 516,985 257,327
Depreciation and amortization 16,860 9,449
------------ ------------
Total Operating Expenses 825,242 436,573
------------ ------------
Net Loss Before Income Taxes (146,509) 20,219
Income Tax Expense -- --
------------ ------------
Net (Loss) $ (146,509) $ 20,219
============ ============
Net (Loss) Per Common Share $ (0.05) $ 0.02
------------ ------------
Weighted Average Common Shares Outstanding 3,021,412 1,300,000
------------ ------------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
===============================================================================
<TABLE>
<CAPTION>
UNAUDITED
SIX MONTHS ENDED
----------------
JUNE 30, JUNE 30,
1998 1997
----------- -----------
<S> <C> <C>
REVENUES
Hotel revenue $ 2,687,368 $ 2,368,617
Cruise and tour revenue 3,832,798 3,404,548
Magazine subscription and advertising revenue 376,731 161,505
Interest income 62,925 --
Merchandise and other revenue 9,981 8,276
----------- -----------
Total Revenues 6,969,802 5,942,946
----------- -----------
COST OF SALES
Hotel cost 2,094,934 1,832,621
Cruise and tour cost 3,344,143 3,000,121
Magazine publishing cost 464,889 250,277
----------- -----------
Total Cost of Sales 5,903,966 5,083,019
----------- -----------
Gross Profit 1,065,836 859,927
OPERATING EXPENSES
Selling, general and administrative expenses 528,600 398,930
Wages 941,542 495,631
Depreciation and amortization 28,810 20,469
----------- -----------
Total Operating Expenses 1,498,952 915,030
----------- -----------
Net Loss Before Income Taxes (433,116) (55,103)
Income Tax Expense -- --
Net (Loss) $ (433,116) $ (55,103)
=========== ===========
Net (Loss) Per Common Share $ (0.14) $ (0.04)
----------- -----------
Weighted Average Common Shares Outstanding 3,021,412 1,300,000
----------- -----------
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS JUNE 30, 1998 AND 1997
<TABLE>
<CAPTION>
UNAUDITED
JUNE 30, JUNE 30,
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (433,116) $ (55,103)
Adjustments to reconcile net loss to cash provided by
operating activities:
Depreciation and amortization 28,810 20,469
Provision for losses on accounts receivable 0
Bridge loan financing charge 0
Changes in operating assets and liabilities:
Restricted Cash (2,639) 0
Accounts receivable 23,052 (30,837)
Prepaid expenses (24,754)
Rooms/Cabins held for sale (16,190) 0
Prepaid offering expenses 113,508 0
Prepaid expenses (260,270) 0
Prepaid hotel cost (177,881) (124,047)
Prepaid cruise and tour cost (334,409) (340,258)
Other assets (1,176) 0
Accounts payable (275,053) (147,345)
Accrued expenses (247,956) (29,079)
Receivable from affiliates and other (142,635) (256,675)
Deferred hotel revenue 148,195 172,825
Deferred cruise and tour revenue 282,574 282,080
Deferred subscription revenue (14,376) 21,366
Deferred discount 0
------------ ------------
Net Cash Provided (Used) by Operating Activities (1,309,562) (511,358)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions 0 224,963
Purchase of property and equipment (253,151) 0
Proceeds from sale of equipment 0 0
------------ ------------
Net Cash Provided (Used) by Investing Activities (253,151) 224,963
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 5,668,746 0
Proceeds from notes payable 0 699,246
Repayments of notes payable (1,573,374) (350,450)
------------ ------------
Net Cash Provided by Financing Activities 4,095,372 348,796
------------ ------------
Net Increase (Decrease) in Cash 2,532,659 62,400
Cash at Beginning of Period (Overdraft) (26,095) 43,240
Cash at End of Period (Overdraft) 2,506,564 105,640
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest $ 24,405 49,585
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Supplemental schedule of non-cash investing and financing activities: For the
six months ended June 30, 1998, the Company had non-cash transactions of
$(16,190) which represents the net change between utilization of room credits
during the period and new room credits received under advertising agreements.
The Company also had $863,388 of convertible notes payable that converted into
389,554 shares of the Company's common stock.
5
<PAGE> 6
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING
CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements have been prepared
in conformity with the accounting principles stated in the audited financial
statements for the year ended December 31, 1997 and reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of the
financial position as of June 30, 1998 and the results of operations for the
periods presented. These statements have not been audited or reviewed by the
Company's independent certified public accountants. The operating results for
the interim periods are not necessarily indicative of results for the full
fiscal year.
The notes to consolidated financial statements appearing in the Company's Annual
Report on form 10-KSB for the year ended December 31, 1997 filed the Securities
Exchange Commission should be read in conjunction with this Quarterly Report on
Form 10-QSB. There have been no significant changes in the information in those
notes other than from normal business activities of the Company.
2. COMMON STOCK
On December 17, 1997, the Board of Directors approved a reverse stock split
whereby, the Company would issue 1 share of common stock for every 7 shares of
common stock held by existing shareholders at the date of the transaction. All
share transactions, outstanding shares, and related share amounts have been
adjusted to take into effect the 1-for-7 reverse stock split.
On February 5, 1998, the Company issued stock pursuant to a public offering
(Offering) whereby, 1,200,000 common shares were issued for $5.00 per share.
Gross proceeds from the Offering totaled $6,000,000 with net proceeds (after
underwriting discount, commissions and expenses) to the Company of $5,230,000.
In conjunction with the Offering, $863,388 of debt was converted into 389,554
shares of common stock.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The financial information set forth in the following discussion should
be read in conjunction with, and qualified in its entirety by, the financial
statements of the Company included elsewhere herein.
GENERAL
The first six months of 1998 was a period of significant
accomplishments for the Company. The Company realized revenue increases in
cruise and tour sales, as well as a significant increase in magazine advertising
revenue. Most importantly, with the successful completion of its public stock
offering (the "OFFERING"), in the first quarter of 1998, the Company has been
able to begin an aggressive expansion of its marketing distributions. This
expansion has already begun to have an effect on new bookings of travel
services. However, since the Company recognizes revenue on an "as traveled"
basis, these revenues will primarily be reflected in future periods.
Besides the increases in marketing over the previous period last year,
investments made by the company during this period include upgrades in
technology systems and personnel for the purpose of improving services provided
via our internet site at http://perx.com as well as through the company's
intranet. The process of recruiting, hiring and training qualified sales
representatives to accommodate the increased phone volume generated by the
expansion of our marketing program is considered to be a top priority of the
company as evidenced by the hiring of a fulltime Human Resources director.
Fulltime employment at the Company has increased from 44 on January 1, 1998 to
67 at June 30, 1998.
The Company continues to hold approximately $2.5 million in cash and
cash equivalents. All long-term debt has been extinguished since the public
stock offering in February 1998. Total stockholders' equity was $3.8 million at
June 30, 1998, as compared to a deficit of $1.4 million at June 30, 1997. For
the six months ended June 30, 1998, revenues rose 17.3 percent to $6.9 million
compared with $5.9 million during the first six months of 1997. Gross profit
increase 24 percent to $1.1 million during the period compared with $860,000
during the same period a year ago. The net loss for the period was $433,000, or
$0.14 a share, compared with a net loss of $55,000, or $0.04 a share, during
the first six months of 1997.
THE OFFERING
On February 5, 1998, the Company completed an underwritten public
offering ("Offering") for 1,200,000 shares of its Common Stock, $.0001 par value
at $5.00 per share through an underwriting syndicate led by Capital West
Securities, Inc. The gross proceeds of the offering were $6,000,000. After
underwriting discount and commissions, the net proceeds to the Company were
$5,230,000. From February through June, 1998, the Company utilized a portion of
these proceeds to: (a) pay off all notes payable that did not convert to common
stock in an amount of approximately $821,000; (b) to pay offering expenses of
$425,000; (c) to purchase computer and telephone equipment and furniture of
$250,000; and (d) to pay past due vendor payables and operating and publishing
expenses of $690,000. The remaining funds are being used for implementing the
Company's business plan, which focuses primarily on building the marketing and
publishing areas of the Company. The Company is now substantially debt free,
with the exception of normal operating expenses and accruals and holds a
substantial cash reserve. See "LIQUIDITY AND CAPITAL RESOURCES."
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
The Company had a positive working capital of $3.1 million as of June
30,1998, as compared to a negative working capital of $821 thousand at June 30,
1997. The cause for this increase in working capital between years was the cash
infusion from the Offering. Total current assets increased $2.7 million between
years to $4.3 million with the largest increase being in cash. The Company ended
the quarter with $1.2 million in current liabilities as compared to $2.4 million
for the prior year quarter. This decrease in current liabilities was a result of
the Company's previously mentioned debt and vendor payables payments.
Accrued expenses are comprised mainly of payroll, vacation, commissions,
and publishing and general administrative expenses. Deferred revenues for hotels
and cruises represent the moneys received from passengers that are deferred for
revenue recognition purposes until the passenger has completed travel. These
deferred liabilities are very short-term in nature due to the short time frame
between booking date and travel date. Deferred subscription revenue represents
subscription moneys received but not earned at quarter end. Magazine
subscriptions are normally paid in full in advance for the one- or two- year
subscription period. Revenue is earned on a prorata basis as the magazines are
printed and shipped to the subscribers.
The Company had $1.6 million in notes payable and convertible debentures
at December 31, 1997. Subsequent to the Offering, holders of $863,000 of
convertible debt elected to convert their debt into approximately 389,554 shares
of Common Stock. All of the remaining debt was repaid subsequent to the
Offering.
The Company had $5.0 million in total assets at June 30, 1998 compared
to assets of $2.1 million at the end of June 30, 1997. The Company has $2.5
million in invested cash. The restricted cash balance of $184,000, represents
escrow deposits required by the Company's previous banks as a reserve for charge
backs against the Company's Visa/MasterCard credit card processing. The Company
has recently changed banking and credit card relationships whereby no separate
escrow deposit will be required. The currently held escrow deposits will be
returned to the Company over the next few months.
7
<PAGE> 8
The accounts receivable is comprised primarily of advertising revenue
due from vendors that advertised in the Magazine and updates. Prepaid tour cost
and prepaid cruise cost represents funds paid to hotels and cruise lines as of
June 30, 1998, for travel dates that occur after that date. These prepaid items
relate directly to the previously discussed deferred revenues and are also very
short-term in nature. Room/Cabins held for sale arises out of advertising
agreements where hotels and cruise lines allot rooms and cabins in exchange for
advertising in the Company's publications. There was also a balance due from
affiliates (BEI/IMS).
RESULTS OF OPERATIONS
Overall Operating Results
The Company had a net loss for the quarter ended June 30, 1998 of
$146,509, as compared to a loss of $286,607 for the prior quarter ended March
31, 1998. The comparable quarters for 1997 resulted in a gain of $20,219 for
June, 1997 and a loss of $75,322 for March, 1997. The current quarter loss is
primarily a result of increased expenses associated with the aggressive
expansion of its marketing distributions which is expensed as incurred though
revenues generated from these expenditures will primarily be recognized in
future periods. Staffing increases in reservations and technology personnel also
caused expense growth to outpace the increase in recognized revenues.
Gross profit increased 48% to $679,000 for the quarter compared with
$457,000 for the prior year. The Company's operating expenses increased to
$825,000 or 89% from the 1997 second quarter. Revenue this quarter was primarily
the result of bookings generated prior to the expansion of the company's
marketing distributions. During the current quarter, the Company published and
mailed two editions of the magazine at approximately 120,000 copies of each and
two editions of the monthly update at approximately 300,000 copies each. These
publications will largely effect bookings that will be recognized as revenue in
future quarters.
Revenue
Gross revenue for the quarter ended June 30, 1998, was $4.2 million, an
increase of $806,000 or 23% over the 1997 second quarter. Hotel sales increased
15% while cruises/tours increased 20% over the comparable quarters. Since the
Offering, the Company has increased the quantity, distribution and frequency in
the production of its publications and has utilized a portion of the proceeds of
the Offering in this effort. Management anticipates that sales should continue
to grow during 1998 with the aid of a stronger distribution network and a
consistent and increased publishing schedule. The Company recognizes hotel and
cruise revenues on a "booked, paid, traveled" basis; (i.e. revenue is not earned
until the passenger has completed travel).
Subscription and advertising revenues reflect a 152% increase for the
current year quarter as compared to the prior year. This was primarily the
result of consistent publishing schedule and increased advertising sales
efforts.
Cost of Goods Sold
Cost of sales increased proportionately with the increase in sales. The
average margin for hotel sales was 22.6% for the quarter as compared to 23.1%
for the previous year quarter. Cruise and tour average gross margin increased
for the second quarter of 1998 to 12.8% of sales. The comparable 1997 margin for
cruises and tours was 11.9%. Margins for both hotels and cruises can fluctuate
depending on the mix of properties being sold and the varying margins associated
with these properties. Publishing cost increased due to a large increase in the
number of publications being distributed. The Company anticipates that the
number of Magazines and Updates issued in the future will continue to increase.
Operating Expenses
Operating expenses for the quarter ended June 30, 1998, were $825,000 as
compared to $437,000 for the prior year comparable quarter, an increase of 89%.
The primary increases in expenses relate to marketing, sales, training and
increased staffing at both the support and reservation personnel levels. The
Company added reservation , marketing, accounting, human resource and management
information services personnel in order to service both the increase in
telephone and Web site inquiries. The Company brought a interactive searchable
web site (http://perx.com ) containing information and rates for most of the
properties it sells on-line during the quarter. There were also increases in
depreciation due to the aforementioned furniture and equipment purchases.
Because of the increase in new bookings previously mentioned, the Company also
experienced a significant increase in credit card fees, telephone and postage
and delivery charges. The revenue associated with these expenditures will be
recognized when travel has occurred which may or may not be in the same quarter
as the expense.
8
<PAGE> 9
The Company anticipates that future expense increases will be primarily
in adding reservation and marketing staff to accommodate increased sales growth.
LIQUIDITY AND CAPITAL RESOURCES
The Company has an accumulated deficit of $2.8 million ($544,000 of this
deficit is attributable to periods prior to the Company's commencement of
operations within the interline travel industry and $357,000 is attributable to
a one-time non-cash charge incurred December 1997 in connection with the
Offering).
The Company borrowed approximately $1.4 million from various parties
during the 1997 calendar year in order to fund operations. All notes have
subsequently been repaid or converted to stock. Since the Offering, the Company
is virtually debt free except for normal recurring vendor payables, leases as
described herein and client receipts for reservations in advance of travel. The
Company continues to hold a substantial cash reserve in order to implement
future plans of the Company.
NEW ACCOUNTING PRONOUNCEMENTS
The Company has adopted FASB Statement 128, a recently issued accounting
standard. It is not expected that the Company will be impacted by other recently
issued standards. FASB Statement 128 presents new standards for computing and
presenting earnings per share (EPS). The Statement is effective for financial
statements for both interim and annual periods ending after December 15, 1997.
FASB Statement 131 presents news standards for disclosures about segment
reporting. The Company does not believe that this accounting standard applies to
the Company as all operations of the Company are integrated for financial
reporting and decision making purposes.
YEAR 2000
The Company is currently in the process of evaluating its information
technology infrastructure for Year 2000 compliance. The Company's accounting
system has been upgraded to accommodate the Year 2000 and beyond. The Company
currently does not expect that the cost of its Year 2000 compliance program will
be material to its financial condition or results of operations or that its
business will be adversely affected by the Year 2000 issue in any material
respect. Nevertheless, achieving Year 2000 compliance is dependent on many
factors, some of which are not completely within the Company's control. Should
either the Company's internal systems or the internal systems of one or more
significant vendors or suppliers fail to achieve Year 2000 compliance, the
Company's business and its results of operations could be adversely affected.
INFLATION
The Company's results of operations have not been affected by inflation
and management does not expect inflation to have a significant effect on its
operations in the future because of the short time frame between reservation
bookings and the dates of travel.
FORWARD-LOOKING INFORMATION
From time to time, the Company or its representatives have made or may
make forward-looking statements, orally or in writing. Such forward-looking
statements may be included in, but not limited to, press releases, oral
statements made with the approval of an authorized executive officer or in
various filings made by the Company with the Securities and Exchange Commission.
Words or phases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The Company
wishes to ensure that such statements are accompanied by meaningful cautionary
statements, so as to maximize to the fullest extent possible the protections of
the safe harbor established in the Reform Act. Accordingly, such statements are
qualified in their entirety by reference to and are accompanied by the following
discussion of certain important factors that could cause actual results to
differ materially from such forward-looking statements.
Management is currently unaware of any trends or conditions other than
those previously mentioned in this management's discussion and analysis that
could have a material adverse effect on the Company's consolidated financial
position, future results of operations, or liquidity. However, investors should
also be aware of factors that could have a negative impact on the Company's
prospects and the consistency of progress in the areas of revenue generation,
liquidity, and generation of capital resources. These include: (i) variations in
the mix of hotel, cruise, and magazine revenues, (ii) possible inability to
attract investors for its equity securities or otherwise raise adequate funds
from any source should the Company seek to do so, (iii) increased governmental
9
<PAGE> 10
regulation, (iv) increased competition, (v) unfavorable outcomes to litigation
involving the Company or to which the Company may become a party in the future
and, (vi) a very competitive and rapidly changing operating environment.
Furthermore, reference is also made to other sections of this report that
include factors that could adversely impact the Company's business and financial
performance.
The risks identified here are not all inclusive. New risk factors emerge
from time to time and it is not possible for Management to predict all of such
risk factors, nor can it assess the impact of all such risk factors on the
Company's business or the extent to which any factor or combination of factors
may cause actual results to differ materially from those contained in any
forward-looking statements. Accordingly, forward-looking statements should not
be relied upon as a prediction of actual results.
10
<PAGE> 11
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
b. Reports on Form 8-K
None
11
<PAGE> 12
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) Grand Adventures Tour & Travel Publishing Corporation
-----------------------------------------------------
By /s/ Joseph S. Juba
-------------------
Joseph S. Juba, President/ Chief Operating Officer
Date August 14, 1998
---------------
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ Darrell W. Barker
----------------------
Darrell W. Barker, Chief Financial Officer
Date August 14, 1998
---------------
By /s/ Matthew O'Hayer
--------------------
Matthew O'Hayer, Chairman of the Board and Chief
Executive Officer
Date August 14, 1998
---------------
By /s/ Robert Sandner
-------------------
Robert Sandner, Director
Date August 14, 1998
---------------
By /s/ Robert Rader
-----------------
Robert Rader, Director
Date August 14, 1998
---------------
<PAGE> 13
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 3,690,578
<SECURITIES> 0
<RECEIVABLES> 92,278
<ALLOWANCES> (12,020)
<INVENTORY> 0
<CURRENT-ASSETS> 4,274,068
<PP&E> 360,757
<DEPRECIATION> (67,726)
<TOTAL-ASSETS> 4,971,536
<CURRENT-LIABILITIES> 1,167,617
<BONDS> 0
0
0
<COMMON> 302
<OTHER-SE> (2,824,417)
<TOTAL-LIABILITY-AND-EQUITY> 4,971,536
<SALES> 6,959,821
<TOTAL-REVENUES> 6,969,802
<CGS> 5,903,966
<TOTAL-COSTS> 5,903,966
<OTHER-EXPENSES> 1,498,952
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (433,116)
<INCOME-TAX> 0
<INCOME-CONTINUING> (433,116)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (433,116)
<EPS-PRIMARY> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
