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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from
October 1, 1996 to December 31, 1996
Commission file number: 33-11059-A
TELESERVICES INTERNATIONAL GROUP INC.
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(Exact name of small business issuer as specified in it charter)
Florida 59-2773602
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of principal executive offices)
(813) 895-4410
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(issuer's telephone number)
VISITORS SERVICES INTERNATIONAL CORP.
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(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 October 1, 1997, of
the issuer's Common Stock, $.0001 par value, there were 27,744,453 shares
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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On August 26, 1997 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, which resulted
in a transition period from October 1, 1996 to December 31, 1996. Because the
transition period is identical to the first quarter of the Registrant's old
fiscal year, this transition report covering the transition period from October
1, 1996 to December 31, 1996 incorporates by reference the information contained
in the Form 10-QSB for the quarter ended December 31, 1996, as follows:
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
the Registrant incorporates by reference Part I, Item 1 of the
Registrant's report on Form 10-QSB for the quarter ended December 31, 1996.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations:
The Registrant incorporates by reference Part I, Item 2 of the
Registrant's report on Form 10-QSB for the quarter ended December 31, 1996.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
None.
Item 2. Changes in Securities:
The Registrant incorporates by reference Part II, Item 2 of the
Registrant's report on Form 10-QSB for the quarter ended December 31, 1996.
Item 3. Defaults Upon Senior Securities:
None.
Item 4. Submissions of Matters to a Vote of Security Holders:
The Registrant incorporates by reference Part II, Item 4 of the
Registrant's report on Form 10-QSB for the quarter ended December 31, 1996.
Item 5. Other Information:
The Registrant incorporates by reference Part II, Item 5, Part A of the
Registrant's report on Form 10-QSB for the quarter ended December 31, 1996.
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Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization between Dynasty
Capital Corporation and Visitors Services, Inc., dated
September 26, 1996 (1)
3.3 Bylaws as restated October 18, 1996 (2)
3.5 Articles of Incorporation, as amended and currently in
effect. (3)
99.1 Form 10-QSB for the period ended December 31, 1996 (4)
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(1) Incorporated by reference to Exhibit 2.1 to the Registrant's Form
8-K dated and filed on September 30, 1996.
(2) Incorporated by referenced to Exhibit 3.3 to the Registrant's
Form 8-K dated October 17, 1996, and filed on October 23, 1996.
(3) Incorporated by reference to the Registrant's Form 10-QSB for the
quarter ending March 31, 1997.
(4) Incorporated by reference to the Registrant's interim report on
Form 10-QSB for the period ended December 31, 1996.
(b) Reports on Form 8-K.
The following reports on Form 8-K were filed during the transition
period from October 1, 1996 to December 31, 1996:
The Registrant filed a Current Report on Form 8-K on October 15, 1996,
reporting that the Registrant changed its name from Dynasty Capital Corporation
to Visitors Services International Corp.
The Registrant filed a Current Report on Form 8-K on October 22, 1996,
date of earliest event: October 17, 1996, reporting (i) changes in Company's
certifying accountant, (ii) the Registrant's restated Bylaws, (iii) a change in
management structure, and (iv) a change in the Registrant's annual accounting
period from one ending on June 30 to a fiscal year ending on September 30 of
each year.
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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: October 10, 1997 /s/ Stephen G. McLean
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Stephen G. McLean,
Chief Executive Officer and Director
/s/ Raymond P. Wilson
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Raymond P. Wilson,
Chief Financial Officer
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Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Number Description Page
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<S> <C> <C>
2.1 Agreement and Plan of Reorganization between Dynasty
Capital Corporation and Visitors Services, Inc., dated
September 26, 1996 (1)
3.3 Bylaws as restated October 18, 1996 (2)
3.5 Articles of Incorporation, as amended and currently in
effect. (3)
99.1 Form 10-QSB for the period ended December 31, 1996 (4)
</TABLE>
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(1) Incorporated by reference to Exhibit 2.1 to the Registrant's Form
8-K dated and filed on September 30, 1996.
(2) Incorporated by referenced to Exhibit 3.3 to the Registrant's
Form 8-K dated October 17, 1996, and filed on October 23, 1996.
(3) Incorporated by reference to the Registrant's Form 10-QSB for the
quarter ending March 31, 1997.
(4) Incorporated by reference to the Registrant's interim report on
Form 10-QSB for the period ended December 31, 1996.
