<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ______________
Commission file number: 33-11059-A
TELESERVICES INTERNATIONAL GROUP INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 59-2773602
- --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 SECOND AVENUE SOUTH, SUITE 1000, ST. PETERSBURG, FLORIDA 33701
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(813) 895-4410
- --------------------------------------------------------------------------------
(Issuer's telephone number)
VISITORS SERVICES INTERNATIONAL CORP.
- --------------------------------------------------------------------------------
(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 such
shorter period that the issuer 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
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer 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 practicable date: AS OF NOVEMBER 13, 1997,
OF THE ISSUER'S COMMON STOCK, $.0001 PAR VALUE, THERE WERE 28,787,557 SHARES
OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
TELESERVICES INTERNATIONAL GROUP INC.
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets
December 31, 1996 and
September 30, 1997 3
Unaudited Consolidated Statements of Operations
Three Months and Nine Months ended
September 30, 1997 and
September 30, 1996 and
December 31, 1996 4
Unaudited Consolidated Statements of Cash Flows
Nine Months ended
September 30, 1997 and
September 30, 1996 and
December 31, 1996 5
Notes to Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 9-11
SIGNATURE PAGE 12
2
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TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
Sept. 30, 1997 Dec. 31, 1996
-------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 81,111 $ 119,130
Cash, restricted 175,000 150,000
Accounts receivable, net of allowance
for doubtful accounts 514,348 136,947
Other Current Assets 243,686 128,300
------------ -----------
Total current assets 1,014,145 534,377
Investment in related party 341,223 341,223
Equipment, net of accumulated depreciation 1,661,952 1,286,306
Goodwill 1,403,867 429,390
Other assets 628,726 15,403
------------ -----------
Total assets $ 5,069,713 $ 2,606,689
============ ===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 3,613,800 $ 1,436,768
Loans payable, stockholders 281,963 631,389
Accrued interest payable, stockholders 110,571 80,748
Loans payable, other 450,000 --
Accrued payroll and taxes 361,240 211,380
Unearned revenue 17,650 --
Franchise fee payable 225,000 --
Capital leases payable, current portion 103,186 57,472
Notes payable, current portion 264,348 148,909
------------ -----------
Total current liabilities 5,447,758 2,565,616
Notes payable, net of current portion 176,101 283,848
Capital leases payable, net of current portion 32,918 53,504
------------ -----------
Total liabilities 5,656,777 2,902,968
------------ -----------
Stockholders' (deficit):
Preferred stock, $.001 par value
None issued and outstanding -- --
Common stock, $.0001 par value 2,774 2,120
Additional paid-in capital 15,569,645 7,225,420
Accumulated (deficit) (16,159,483) (7,523,809)
------------ -----------
Total stockholders' (deficit) (587,064) (296,269)
------------ -----------
Total liabilities and stockholders' (deficit) $ 6,069,713 $ 2,606,699
============ ===========
</TABLE>
See accompanying notes
3
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TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
three and nine months ended Sept. 30, 1997 and 1996
<TABLE>
<CAPTION>
TWELVE MONTHS
THREE MONTHS ENDED SEPT. 30, NINE MONTHS ENDED SPET. 30, ENDED
1997 1996 1997 1996 DEC. 31, 1996
----------- ----------- ----------- ----------- (UNAUDITED)
-----------
<S> <C> <C> <C> <C> <C>
Total Revenues $ 1,005,720 $ 390,209 $ 2,418,584 $ 707,264 $ 963,998
----------- ----------- ----------- ----------- -----------
Operating Expenses:
Salaries and payroll taxes 1,624,590 842,555 4,739,656 1,879,861 2,680,537
Contract services 202,070 165,296 1,228,274 395,769 565,407
Rent 85,295 70,472 277,548 108,555 173,918
Telephone 444,529 177,659 1,027,901 482,938 724,133
Travel and entertainment 305,670 116,519 1,020,401 270,425 580,043
Advertising and promotion 100,940 24,399 115,063 77,934 314,120
Depreciation 196,827 2,962 529,771 144,225 217,743
Amortization 49,632 -- 147,990 -- --
Other expenses $ 791,456 $ 351,554 $ 1,783,457 $ 526,968 $ 855,283
----------- ----------- ----------- ----------- -----------
Total operating expenses 3,801,009 1,751,416 $10,870,061 $ 3,886,675 $ 6,111,184
----------- ----------- ----------- ----------- -----------
Net (loss) from operations (2,795,289) (1,361,207) (8,451,477) (3,179,411) (5,147,186)
Other income (expenses):
Gain on sale of securities -- -- -- -- 74,171
Interest income 2,804 2,796 29,762 4,910 12,797
Interest (expense) (44,217) (44,474) (213,961) (73,201) (96,099)
----------- ----------- ----------- ----------- -----------
Net (loss) $(2,836,702) $(1,402,885) $(8,635,676) $(3,247,702) $(5,156,317)
=========== =========== =========== =========== ===========
Net (loss) per share: $( .10) $( .08) $( .34) $( .19) $( .30)
=========== =========== =========== =========== ===========
Weighted Average Shares
Outstanding 26,683,437 16,727,886 24,708,414 16,298,705 16,721,242
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes.
4
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TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended Sept 30, 1997 and 1996
<TABLE>
<CAPTION>
Nine Months Ended Sept 30, Twelve Months Ended
1997 1996 December 31, 1996 (Unaudited)
----------- ----------- -----------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $(8,635,676) $(3,247,702) $(5,156,317)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Decrease in accounts receivable (296,551) (204,489) (74,942)
Depreciation expense 529,771 144,225 217,743
Amortization 147,990
Prepaid Sponsorship Fee (500,000)
Increase (decrease) in accounts payable
and accrued expenses 2,029,576 877,477 733,973
Increase in accrued payroll and taxes 169,860 85,952 173,614
Increase in accrued interest to stockholder 30,123 49,639 60,448
Stock issued for services 349,008 78,000 78,000
Other 20,034 (109,697) (163,928)
----------- ----------- -----------
Net cash (used in) operating activities (6,155,865) (2,326,595) (4,131,409)
Cash flows from investing activities:
(Acquisition) of equipment (824,837) (747,370) (764,174)
(Acquisition) of new business (572,737) -- --
----------- ----------- -----------
Net cash (used in) investing activities (1,397,574) (747,370) (754,174)
----------- ----------- -----------
Cash flows from financing activities:
Cash proceeds from loans from stockholders (517,318) (565,633) (347,163)
Issuance of common stock 7,995,870 3,277,373 4,827,250
Proceeds from (repayment of) leases payable 225,925 (48,624) (48,624)
Proceeds from notes payable -- 485,196 485,196
Repayment of notes payable (189,057) (13,284) (52,438)
----------- ----------- -----------
Net cash provided by financing activities 7,515,420 3,136,848 4,666,230
----------- ----------- -----------
Increase (decrease) in cash (38,019) 62,883 (19,353)
Cash, beginning of period 119,130 138,483 138,483
----------- ----------- -----------
Cash, end of period $ 81,111 $ 201,308 $ 119,130
=========== =========== ===========
Interest paid $ 192,642 $ 499 $ 28,397
=========== =========== ===========
Income taxes paid $ -- $ -- $ --
=========== =========== ===========
</TABLE>
See accompanying notes.
5
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TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
NOTE A
The accompanying consolidated financial statements include the accounts to
TeleServices International Group Inc. ("TSIG") and its subsidiaries, Visitors
Services International Corp. (acquired on September 26, 1996), American
International Travel Agency, Inc. (wholly owned since December 6, 1996), and
GuaranTEE Time, Inc. (wholly owned since February 24, 1997). The consolidated
group of companies are collectively referred to herein as "TSIG." All
significant inter-company accounts and transactions have been eliminated.
TSIG was incorporated in Florida on October 1, 1986, for the purpose of
seeking potential business opportunities through the acquisition of an existing
business. Prior to the acquisition, TSIG was a shell company with no material
assets, liabilities or operations.
Visitors Services International Corp. ("VSI") was incorporated in
November, 1992 under the laws of the State of Florida and commenced operations
in June 1993 to provide automated reservations and information services
specifically designed to support the special needs of convention and visitors
bureaus and other organizations.
American International Travel Agency, Inc. ("AIT") was incorporated in
1977 in the State of Florida to provide retail leisure travel services, but has
expended its customer base to include commercial travel services. On December
6, 1996, TSIG consummated the acquisition of all the capital stock of AIT in
exchange for 31,579 shares of common stock in Phoenix. The acquisition was
accounted for under the purchase method. Results of operations were immaterial
for the period December 6, 1996 through December 31, 1996.
GuaranTee Time, Inc. ("GTT") was incorporated in 1995 in the State of
Wisconsin to provide automated tee-time scheduling for daily-fee golf courses
and their customers and commenced operations in March 1996 with their first
local network of nine participating golf courses in Milwaukee, Wisconsin.
NOTE B
The accompanying financial statements have been prepared by the Registrant
without audit and are the responsibility of TSIG's management. The financial
information reflects all normal recurring adjustments which, in the opinion of
management, are deemed necessary for a fair presentation of the results for the
interim periods. The results for the interim periods are not necessarily
indicative of the results to be expected for the year.
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a going concern. Accordingly, these
financial statements do not include adjustments, if any, which might be
necessary should TSIG be unable to continue as a going concern.
NOTE C
The attached summarized financial information does not include all
disclosures required to be included in a complete set of financial statements
prepared in conformity with generally accepted
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accounting principles. Reference is made to the Form 10-KSB, for the fiscal
year ended September 30, 1996 and consolidated financial statements of TSIG at
September 30, 1996, included in its annual report on Form 10-KSB for such
disclosures. Such Form 10-KSB, including without limitation financial
statements, should be read in conjunction with the data herein.
NOTE D
Loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding during the year.
NOTE E
During December, 1996, TSIG, through VSI, acquired certain assets, assumed
certain liabilities and acquired the operating business of Global Reservation
Systems, Inc. ("GRS"), a Colorado corporation. GRS was in a business similar to
VSI. As a part of the GRS business combination, TSIG agreed to issue up to
135,000 share of TSIG common stock over a three year period contingent upon the
acquired business achieving certain predetermined net income amounts and also
achieving certain percentages of net income as a percent of revenue. The
accompanying financial statements do not include the effect of the issuance of
these shares due to these contingencies, the outcome of which cannot presently
be determined.
During January, 1997, TSIG, through VSI, acquired and took possession of
all the assets of International Reservation Services, Limited ("IRSL") and
intends to utilize all such assets to operate the former business of IRSL as the
business of VSI. VSI acquired these assets from IRSL as a result of a
bankruptcy proceeding of IRSL. IRSL filed a voluntary petition for relief under
Chapter 11 of Title 11, USC, in the United States Bankruptcy Court - District
of Connecticut, case number 96-51396, on August 21, 1996. VSI was granted first
priority lien on IRSL's assets, by replacing U.S. Transportation Systems, Inc.
("USTS") as senior lender to IRSL, when VSI paid to USTS the amount of
$388,737.25, on January 20, 1997. Pursuant to Section 9-505 of the Uniform
Commercial Code, VSI took possession and title to all of IRSL's assets, free
and clear of liens, claims and encumbrances on January 21, 1997 in accordance
with the Court's Order dated January 17, 1997, which Order permitted VSI to act
as a "Replacement Lender" in the bankruptcy proceeding by paying the debts owed
by IRSL to USTS and thereby succeeding to all right, title, and interest of
USTS in and to any and all claims against IRSL and any and all collateral
securing such claims and succeeding to all the rights of USTS, including the
right to take immediate possession of all assets. VSI also paid $184,000 to the
Connecticut Department of Development ("DED") on January 20, 1997, to remove
the DED's secured claim lien on IRSL assets.
NOTE F
On August 26, 1997, TSIG changed its annual accounting period from one
ending on September 30 of each year to a fiscal year ending on December 31 of
each year. As a result, the financial statements have been recast to reflect
this change.
NOTE G
On October 3, 1997, TSIG caused GuaranTee Time, Inc. ("GTT") to sell
substantially all of its assets to an unaffiliated third party. Total
consideration received by TSIG and GTT in the transaction consisted of the
following: $30,000 in earnest money plus $436,012 in cash; Buyer's promissory
note in the amount of $150,000; Buyer's assumption of certain payments
aggregating $35,000; and Buyer's assumption of certain liabilities, up to an
aggregate of $433,000.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
In December 1996, the Registrant acquired American International Travel
Agency, Inc. (AIT). In February 1997, the Registrant acquired GuaranTEE Time,
Inc. (GTT). In December 1996, Visitors Services International Corp. (VSI), a
subsidiary of the Registrant, acquired the assets of Global Reservation
Systems, Inc. (GRS). In January 1997, VSI acquired all the assets of
International Reservation Services, Limited (IRSL). The financial statements
have been prepared on an historical cost, consolidated basis to reflect these
acquisitions; the statements include all adjustments which in the opinion of
management are necessary in order to make the financial statements not
misleading.
On August 26, 1997, the Registrant changed its annual accounting period
from one ending on September 30 of each year to a fiscal year ending on
December 31 of each year. As a result, the financial statements have been
recast to reflect this change. A report covering the transition period between
October 1, 1996 and December 31, 1996 was filed on Form 10-QSB on October 10,
1997. Audited financial statements for the transition period will be filed with
the Registrant's Form 10-KSB for the year ended December 31, 1997.
For the nine months ended September 30, 1997, the Registrant had revenues
of $2,418,584, compared to revenues of $707,264 for the nine months ended
September 30, 1996. This increase in revenues was due to increases in the
number of calls received by the Registrant, which is primarily the result of
the acquisition of AIT, GRS, and IRSL, as well as some increases from existing
and new customers of VSI.
Operating expenses for the nine months ended September 30, 1997 were
$10,870,061, compared to operating expenses of $3,886,675 during the nine
months ended September 30, 1996. These increases are the result of absorbing
the operating spending of the acquisitions noted, as well as increased spending
as a result of higher direct costs associated with the rising volumes noted
above, expansion of the Registrant's call center operations in St. Petersburg;
MIS (primarily related to the development and implementation of a new
reservation system); Sales and Marketing (primarily sponsorship fees and
increases in personnel); and General and Administrative (primarily increases in
personnel). This spending is in support of the Registrant's growth plans, and
is expected to continue at this level for the foreseeable future.
The Registrant sustained a net loss of $8,635,676 for the nine months
ended September 30, 1997, compared to a net loss of $3,247,702 for the nine
months ended September 30, 1996. This increased loss was the result of
additional spending noted above, partially offset by the increases in revenue.
The Registrant expects these losses to continue for the foreseeable future.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997, the Registrant had stockholders equity (deficit)
of $(587,064), compared with stockholders equity (deficit) of $(184,079) at
September 30, 1996. Working Capital decreased from $(1,406,262) at September
30, 1996 to $(4,433,613) as of September 30, 1997. These decreases are the
result of the operating losses noted above, which are expected to continue for
the foreseeable future. The Registrant does not expect that the cash flow
necessary to meet its near term liquidity needs will be available from
operations, and the Registrant will require additional financing to continue
operations. There is no assurance that this financing will be available in the
amount required or available on terms which are satisfactory to the Registrant.
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PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings: None.
ITEM 2. Changes in Securities: None.
ITEM 3. Defaults Upon Senior Securities: None.
ITEM 4. Submissions of Matters to a Vote of Security Holders: None.
ITEM 5. Other Information:
The following information relates to matters that occurred both during and
after the quarter ended September 30, 1997:
A. MATTERS RELATED TO THE "VISITORS SERVICES, INC. EMPLOYEE BENEFIT AND
CONSULTING SERVICES COMPENSATION PLAN" (THE "VSI PLAN")
On August 1, 1997, the Registrant increased the number of shares eligible
to be issued under the VSI Plan from 7,500,000 to 10,000,000 shares of common
stock of the Registrant, and the VSI Plan was restated to reflect this increase.
On August 12, 1997, the Registrant filed a supplement to the reoffer
prospectus relating to the VSI Plan under cover of a Post-Effective Amendment
No. 2 to the Registration Statement on Form S-8 (Registration No. 333-22093)
filed on February 20, 1997 in connection with the registration of shares of
common stock of the Registrant eligible to be issued under the VSI Plan. The
purpose of the supplement to the reoffer prospectus was to identify additional
"control securities" eligible for resale by Robert P. Gordon, Chairman.
On October 20, 1997, the Registrant filed a Registration Statement on Form
S-8 (Registration No. 33-38263) to register an additional 5,000,000 shares of
common stock for issuance under the VSI Plan.
B. MATTERS RELATED TO THE REGISTRANT'S "EMPLOYEE BENEFIT AND CONSULTING
SERVICES COMPENSATION PLAN" (THE "TSIG PLAN")
On September 22, 1997, the Registrant increased the number of shares
eligible to be issued under the TSIG Plan from 3,600,000 to 10,000,000 shares
of common stock of the Registrant, and the TSIG Plan was restated to reflect
this increase.
On September 30, 1997, the Registrant filed a Registration Statement on
Form S-8 (Registration No. 33-36797) to register an additional 6,400,000 shares
of common stock for issuance under the TSIG Plan.
C. LOANS FROM THIRD-PARTY LENDERS
On July 21, 1997 the registrant borrowed $450,000 from a group of
unaffiliated, third-party lenders. The debt is evidenced by a series of
six-month promissory notes, all of which are due January 17, 1998, and is
secured by 920,000 shares of common stock of Phoenix Information Systems Corp.
("PHXS"), an affiliated entity. Of the 920,000 shares of PHXS pledged as
collateral; 682,525 are in the name of the registrant's subsidiary, Visitors
Services International Corp. ("VSI"); 27,052 are in the name of Robert P.
Gordon, Chairman; and 210,423 shares are in the name of Heaven International,
Inc., a private corporation controlled by Mr. Gordon. Furthermore, repayment of
the notes is personally guaranteed by Mr. Gordon.
The terms of the loan provided that the value of the collateral pledged to
secure the loan must remain above 70% of its value as of July 21, 1997. During
the quarter ended September 30, 1997, the value of the collateral declined to
less than the allowable level, requiring Mr. Gordon to post additional
collateral acceptable to the lenders. The lenders were willing to accept the
additional collateral offered by Mr. Gordon, specifically 100,000 shares of
common stock of the Registrant registered in the name of Mr. Gordon, on the
condition that the Registrant
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pre-pay the notes in cash or, alternatively, that the collateral be sold to
satisfy the notes. As a result, the Registrant made a cash payment of $90,000
and caused VSI to sell 477,525 shares of PHXS in October 1997, for net proceeds
of approximately $215,000 for the benefit of the lenders and in repayment of a
portion of the notes. The lenders are now permitted to sell the remaining
442,475 shares of PHXS on their own accounts and credit the net proceeds from
any such sales against the remaining principal and redemption premium of the
notes. The 100,000 shares of common stock of the Registrant may only be sold if
the proceeds from the sale of the PHXS shares are not adequate to repay the
notes.
D. SALE OF ASSETS.
The Registrant disposed of substantially all of the assets of its
wholly-owned subsidiary, GuaranTEE Time, Inc. ("GTT") on October 3, 1997,
following a sale by GTT (as seller) of substantially all of its assets to
Guarantee Time Acquisitions, Inc., an unaffiliated third-party. The Registrant
intends to change the name of GTT to "TSIG Development Corp." The complete
terms of the transaction were reported on Form 8-K dated October 3, 1997, and
filed on October 20, 1997.
ITEM 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Reorganization between Dynasty
Capital Corporation and Visitors Services
International Corp., dated September 26, 1996.(2)
2.2 Asset Purchase Agreement between Visitors Services
International Corp. and Global Reservation Systems,
Inc., dated December 23, 1996.(3)
2.3 Stock Purchase Agreement between Visitors Services
International Corp. and Guarantee Time, Inc., dated
February 21, 1997.(4)
2.4 Agreement for Purchase of Assets of Guarantee Time,
Inc. between Guarantee Time, Inc., TeleServices
International Group Inc., and Guarantee Time
Acquisition, Inc., dated October 3, 1997.(5)
3.3 Bylaws as restated October 18, 1996(6)
3.5 Articles of Incorporation, as amended and currently in
effect.(1)
27 Financial Data Schedule.(7)
____________________
(1) Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ending March 31, 1997.
(2) Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K
dated and filed on September 30, 1996.
(3) Incorporated by reference to Exhibit 2.2 to the registrant's Form 8-K
dated December 23, 1996, and filed on February 27, 1997.
(4) Incorporated by reference to Exhibit 2.3 to the registrant's Form 8-K
dated February 24, 1997, and filed on March 11, 1997.
(5) Incorporated by reference to Exhibit 2.4 to the registrant's Form 8-K
dated October 3, 1997, and filed on October 20, 1997.
(6) Incorporated by reference to Exhibit 3.3 to the Registrant's Form 8-K
dated October 17, 1996, and filed on October 23, 1996.
(7) Filed herewith.
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(b) Reports on Form 8-K.
The following reports on Form 8-K were filed during the quarter ended
September 30, 1997:
The Registrant filed a Current Report on Form 8-K on August 27, 1997, date
of earliest event: August 26, 1997, reporting that the Board of Directors of
the Registrant elected to change the Registrant's annual accounting period from
one ending on September 30 of each year to a fiscal year ending on December 31
of each year. The report covering the transition period between October 1, 1996
and December 31, 1996 was filed on Form 10-QSB on October 10, 1997.
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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.
TELESERVICES INTERNATIONAL GROUP INC.
Dated: November 14, 1997 /s/ Stephen G. McLean
---------------------------------------
Robert P. Gordon, Chief Executive
Officer and Director
/s/ Raymond P. Wilson
---------------------------------------
Raymond P. Wilson, Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Number Description
------------- -----------
2.1 Agreement and Plan of Reorganization between Dynasty
Capital Corporation and Visitors Services International
Corp., dated September 26, 1996.(2)
2.2 Asset Purchase Agreement between Visitors Services
International Corp. and Global Reservation Systems,
Inc., dated December 23, 1996.(3)
2.3 Stock Purchase Agreement between Visitors Services
International Corp. and Guarantee Time, Inc., dated
February 21, 1997.(4)
2.4 Agreement for Purchase of Assets of Guarantee Time,
Inc. between Guarantee Time, Inc., TeleServices
International Group Inc. and Guarantee Time
Acquisition, Inc., dated October 3, 1997.(5)
3.3 Bylaws as restated October 18, 1996.(6)
3.5 Articles of Incorporation, as amended and currently in
effect.(1)
27 Financial Data Schedule.(7)
- ----------------
(1) Incorporated by reference to the Registrant's Form 10-QSB for the quarter
ending March 31, 1997.
(2) Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K dated
and filed on September 30, 1996.
(3) Incorporated by reference to Exhibit 2.2 to the Registrant's Form 8-K
dated December 23, 1996, and filed on February 27, 1997.
(4) Incorporated by reference to Exhibit 2.3 to the Registrant's Form 8-K
dated February 24, 1997, and filed on March 11, 1997.
(5) Incorporated by reference to Exhibit 2.4 to the Registrant's Form 8-K
dated October 3, 1997, and filed on October 20, 1997.
(6) Incorporated by reference to Exhibit 3.3 to the Registrant's Form 8-K
dated October 17, 1996, and filed on October 23, 1996.
(7) Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 81,111
<SECURITIES> 0
<RECEIVABLES> 514,348
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,014,145
<PP&E> 2,595,782
<DEPRECIATION> 913,830
<TOTAL-ASSETS> 5,069,713
<CURRENT-LIABILITIES> 5,447,758
<BONDS> 0
0
0
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