<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (earliest event reported): February 24, 1997
TELESERVICES INTERNATIONAL GROUP INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 33-11059-A 59-2773602
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 895-4410
----------------------
VISITORS SERVICES INTERNATIONAL CORP.
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ACQUISITION OF ASSETS - On March 11, 1997, the Registrant reported on
Form 8-K that it acquired all of the outstanding capital stock of GuaranTEE
Time, Inc. ("GTT") on February 24, 1997, and undertook to provide the required
financial statements by filing an amendment to the Form 8-K within 60 days
after the filing of the Form 8-K. This Form 8-K/A-1 is being filed to provide
the accompanying required financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The required
financial statements of GTT are being provided herewith, commencing on page
F1, which follows the signature page.
(b) Pro Forma Financial Information. The required pro
forma financial information is being provided herewith, commencing on
page P-11 following the financial statements.
(c) Exhibits. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELESERVICES INTERNATIONAL GROUP INC.
By: /s/ Robert P. Gordon
-----------------------------------
Robert P. Gordon, Chairman
Date: May 10, 1997
2
<PAGE> 3
GUARANTEE TIME, INC.
FINANCIAL STATEMENTS
WITH
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1996 and 1995
<TABLE>
<CAPTION>
Page
----
<S> <C>
Financial Statements:
Report of Independent Certified Public
Accountants F-2
Balance Sheet F-3
Statements of Operations F-4
Statement of Stockholders' Equity F-5
Statements of Cash Flows F-7
Notes to Financial Statements F-8
</TABLE>
F-1
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Guarantee Time, Inc.
Brookfield, Wisconsin
We have audited the accompanying balance sheet of Guarantee Time, Inc. as of
December 31, 1996, and the related statements of operations, stockholders'
equity and cash flows for the year then ended and from inception to December
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Guarantee Time, Inc. as of
December 31, 1996 and the results of its operations, changes in its
stockholders' equity and its cash flows for the year ended December 31, 1996,
and from inception to December 31, 1995 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 8, the Company
has suffered recurring losses from operations and has a net capital deficiency
that raises substantial doubts about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Schumacher & Associates, Inc.
Certified Public Accountants
12835 E. Arapahoe Road, Tower II, Suite 110
Englewood, CO 80112
March 27, 1997
F-2
<PAGE> 5
GUARANTEE TIME, INC.
BALANCE SHEET
December 31, 1996
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 2,350
Accounts receivable 850
Other 4,012
---------
Total Current Assets 7,212
Equipment and furniture, net of accumulated
depreciation of $7,471 (Note 4) 72,906
---------
Total Assets $ 80,118
=========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 177,230
Note payable (Notes 2 and 5) 75,000
Accounts payable, stockholders (Note 2) 25,215
---------
Total Current Liabilities 277,445
---------
Advance payable, Teleservices
International Corp. (Note 7) 25,500
---------
Total Liabilities 302,945
---------
Stockholders' (Deficit) (Notes 2 and 3):
Common Stock, $1.00 par value,
9,000 shares authorized,
5,150 shares issued and
outstanding 5,150
Additional paid-in capital 169,350
Deficit accumulated (397,327)
---------
Total Stockholders' (Deficit) (222,827)
---------
Total Liabilities and Stockholders'
(Deficit) $ 80,118
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 6
GUARANTEE TIME, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Year
ended ended
December December
31, 1996 31 ,1995
---------- ---------
<S> <C> <C>
Revenue:
Sales $ 14,782 $ -
---------- ---------
Operating Expenses:
Salaries 5,292 -
Consulting fees - related parties (Note 2) 204,355 -
Advertising 48,247 1,480
Travel and entertainment 44,738 8,096
Telephone 21,608 2,054
Depreciation 7,471 -
Rent - related parties (Note 2) 6,024 -
Other 52,785 5,677
---------- ---------
Total Operating Expenses 390,520 17,307
---------- ---------
Operating (Loss) (375,738) (17,307)
---------- ---------
Interest expense (4,282) -
---------- ----------
Net (Loss) $ (380,020) $ (17,307)
========== =========
Loss Per Share $ (73.79) $ (10.48)
========== =========
Weighted Average Shares Outstanding 5,150 1,650
========== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 7
GUARANTEE TIME, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
--------------------------- Paid-in Development
Shares Amount Capital Stage Total
------- ------------ ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Balance at inception August 18, 1995 - $ - $ - $ - $ -
Issuance of stock for cash and
payment of liabilities 1,650 1,650 - - 1,650
Net loss for the period ended
December 31, 1995 - - - (17,307) (17,307)
--------- -------- ---------- ---------- ----------
Balance at December 31, 1995 1,650 1,650 - (17,307) (15,657)
Issuance of stock for cash 900 900 149,100 - 150,000
Issuance of stock for services
and payment of liabilities 2,600 2,600 20,250 - 22,850
Net (loss) for year ended
December 31, 1996 - - - (380,020) (380,020)
--------- -------- ---------- ---------- ----------
Balance at December 31, 1996 5,150 $ 5,150 $ 169,350 $ (397,327) $ (222,827)
========= ======== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 8
GUARANTEE TIME, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended Year ended
December December
31, 1996 31, 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net (Loss) $(380,020) $ (17,307)
Adjustments to reconcile net (loss) to net
cash used by operating activities:
Depreciation 7,471 --
Issuance of stock for services and payables 22,850 1,650
Changes in liabilities:
(Increase) in accounts receivable (850) --
Increase in accounts payable 177,230 --
Increase in accounts payable, related parties 5,546 15,557
--------- ---------
Net Cash (Used in) Operating Activities (167,773) (100)
--------- ---------
Cash flows from investing activities:
Purchase of equipment (80,377) --
--------- ---------
Net Cash (Used in) Investing Activities (80,377) --
--------- ---------
Cash flows from financing activities:
Proceeds from note payable 75,000 --
Proceeds from issuance of common stock 150,000 100
Advances payable 25,500
--------- ---------
Net Cash Provided by Financing Activities 250,500 100
--------- ---------
Net increase in cash and cash equivalents 2,350 --
Cash at Beginning of Period -- --
--------- ---------
Cash at End of Period $ 2,350 $ --
========= =========
Interest Paid $ 4,282 $ --
========= =========
Income Taxes Paid $ -- $ --
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 9
GUARANTEE TIME, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Guarantee Time,
Inc. (the Company) is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management who is responsible for
their integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
Organization
The Company is a Wisconsin corporation that is a full-source golf tee
time reservation company that links golfers to golf courses.
Cash and Cash Equivalents
For purposes of the Statements of Cash Flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Fair Value of Financial Instruments
The carrying amount approximates fair value of cash and short-term
financial instruments (all of which are held for nontrading purposes).
The Company has no long-term financial instruments.
Concentrations of Credit Risks
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of temporary cash
investments and cash equivalents and trade accounts receivables. At
December 31, 1996, the Company had none of
F-7
<PAGE> 10
GUARANTEE TIME, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentrations of Credit Risks, Continued
its cash and cash equivalents in financial institutions that were in
excess of amounts insured by agencies of the U.S. Government.
2. RELATED PARTY TRANSACTIONS
Office
The Company rents its office from a company which a stockholder of
Guarantee Time, Inc. controls. The lease provides for monthly payments
of $693 plus 11% of the increase of building expense over the lease.
The lease has a one year lease term expiring on March 31, 1997, then
continues on a month to month basis. The Company paid $6,024 in rent
during 1996.
Note Payable
In November 1996, the Company borrowed $75,000 from a bank. A
stockholder of the Company was co-maker of this note. Subsequent to
December 31, 1996, the Company issued this stockholder 25 shares of
the Company's common stock as consideration for being co-maker on this
note.
Consulting Fees
During 1996, various of the stockholders of the Company provided
services to the Company for common stock and cash.
3. STOCKHOLDERS' EQUITY
On October 20, 1995, the Company effected a 16.5-for-1 stock split.
All references to shares of common stock have been adjusted to reflect
this split.
4. Equipment and Furniture
Equipment and furniture consisted of the following at December 31,
1996:
<TABLE>
<S> <C>
Furniture and fixtures $ 1,093
Computer equipment 58,727
Software 9,098
Telephone system 11,464
--------
80,377
Less accumulated depreciation (7,471)
--------
$ 72,906
========
</TABLE>
F-8
<PAGE> 11
GUARANTEE TIME, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
5. Note Payable
On November 12, 1996, the Company borrowed $75,000 from a bank. The
terms of the loan agreement provide for interest at the banks
reference rate plus .50% (8.75%) with interest payable monthly
beginning December 12, 1996, with the entire principal due November
12, 1997. A stockholder of the Company is a co-maker on this
uncollateralized note.
6. INCOME TAXES
No provision for income tax has been provided in the financial
statements since the Company has elected to be taxed under Subchapter
S of the Internal Revenue Code, whereby all income or losses flow
through to the stockholder for income tax reporting purposes.
7. Subsequent Event
In February 1997, the Company entered into a stock purchase agreement
with Teleservices International Group, Inc.(TSIG), formerly Visitors
Services International Corp., whereby the shareholders of the Company
would exchange all of its issued and outstanding shares of common
stock for 100,000 shares of restricted TSIG common stock plus
additional TSIG stock if the Company meets certain revenue and net
income requirements in various years. TSIG agreed to make $900,000 in
capital contributions to the Company during 1997.
8. Basis of Presentation - Going Concern
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained operating losses since its inception and has a net
capital deficiency. Management believes that the $900,000 capital
contributions described in Note 7, which are to be made during 1997 by
TSIG, provide an opportunity for the Company to continue as a going
concern.
F-9
<PAGE> 12
INDEX TO PRO FORMA FINANCIAL STATEMENTS
GUARANTEE TIME, INC. (GTI)
TELESERVICES INTERNATIONAL GROUP INC. (TSIG)
PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Pro Forma Financial Statements:
Balance Sheet P-11
Statements of Operations P-12
Notes to Pro Forma Financial Statements P-13
P - 10
<PAGE> 13
GUARANTEE TIME, INC. (GTI)
TELESERVICES INTERNATIONAL GROUP INC. (TSIG)
PRO FORMA BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
GTI TSIG Pro Forma Pro Forma
December 31, 1996 September 30, 1996 Adjustments Combined
----------------- ------------------ -------------- ---------------
<S> <C> <C> <C> <C>
Current Assets:
Cash $ 2,350 $ 51,546 $ - $ 53,896
Cash restricted - 150,000 - 150,000
Accounts receivable 850 266,494 - 267,344
Other 4,012 89,122 - 93,134
---------------- ----------------- -------------- ----------------
Total Current Assets 7,212 557,162 - 564,374
Goodwill - -(1) 347,827 347,827
Property and equipment, net of accumulated
depreciation 72,906 1,219,592 1,292,498
Other - 384,207 384,207
---------------- ----------------- -------------- ----------------
Total Assets $ 80,118 $ 2,160,961 $ 347,827 $ 2,588,906
================ ================= ============== ================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses $ 177,230 $ 1,347,629(1) $ 45,387 $ 1,570,246
Notes and leases payable, current 75,000 615,795 690,795
Accounts payable, stockholder 25,215 - 25,215
---------------- ----------------- -------------- ----------------
Total Current Liabilities 277,445 1,963,424 45,387 2,286,256
Intercompany payable 25,500 - - 25,500
Notes and leases payable, net of
current - 381,616 - 381,616
---------------- ----------------- -------------- ----------------
Total Liabilities 302,945 2,345,040 2,693,372
---------------- ----------------- -------------- ----------------
Stockholders' (Deficit)
Common stock 5,150 1,597 (1) (5,140) 1,607
Additional paid-in capital 169,350 5,676,066 (1) (44,360) 5,801,056
Accumulated (deficit) (397,327) (5,861,742)(1) 351,940 (5,907,129)
---------------- ----------------- -------------- ----------------
Total Stockholders' (Deficit) (222,827) (184,079) 302,440 (104,466)
---------------- ----------------- -------------- ----------------
Total Liabilities and Stockholders' (Deficit) $ 80,118 $ 2,160,961 $ 347,827 $ 2,588,906
================ ================= ============== ================
</TABLE>
The accompanying notes are an integral part of the
pro forma financial statements.
P - 11
<PAGE> 14
GUARANTEE TIME, INC. (GTI)
TELESERVICES INTERNATIONAL GROUP INC. (TSIG)
PRO FORMA STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
GTI TSIG
Year Ended Year Ended
December September Pro Forma Pro Forma
31, 1996 30, 1996 Adjustments Combined
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUE:
Sales $ 14,782 $ 791,949 $ $ 806,731
--------------- -------------- --------------- ---------------
OPERATING EXPENSES:
Salaries and payroll taxes 5,292 2,227,669 2,232,961
Depreciation 7,471 192,836 200,307
Consulting fees-related parties 204,355 - - 204,355
Amortization of goodwill - - 69,565 69,565
Other operating expenses 173,402 2,144,589 45,387 2,363,378
--------------- -------------- --------------- ---------------
390,520 4,565,094 114,952 5,070,566
--------------- -------------- --------------- ---------------
Net Operating (Loss) (375,738) (3,773,145) (114,952) (4,263,835)
Other Income (Expenses), Net (4,282) (85,972) (90,254)
--------------- -------------- --------------- ---------------
Net (Loss) $ (380,020) $ (3,859,117) $ (114,952) $ (4,354,089)
=============== ============== =============== ===============
Net (Loss) per Common Share $ (.25)
===============
Weighted Number of Common Shares Outstanding 17,773,901
===============
</TABLE>
The accompanying notes are an integral part of the
pro forma financial statements.
P - 12
<PAGE> 15
GUARANTEE TIME, INC. (GTI)
TELESERVICES INTERNATIONAL GROUP INC. (TSIG)
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited)
(1) General
During February, 1997 TSIG entered into a stock purchase agreement
with GTI whereby according to the terms of the agreement, GTI would
exchange all of its outstanding common stock for 100,000 shares of
TSIG $.0001 par value common stock. The agreement also provided the
stockholders of GTI could receive up to 200,000 additional shares of
TSIG common stock if GTI meets certain revenue and net income
requirements in various years. As part of the agreement, TSIG agreed
to make $900,000 of capital contributions to GTI during 1997. This
business combination will be accounted for as a purchase to the
substance of the transaction.
(2) Pro Forma Information
The pro forma gives effect to the acquisition by TSIG effective in
February, 1997.
(2) Pro Forma Adjustments
(1) This entry gives effect to eliminating assets not acquired
and liabilities not assumed.
(2) This entry records the effect of amortizing the goodwill on a
straight-line basis over a five year period.
P-13
