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 June 30, 1998
[ ] 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 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
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(727) 897-4000
-----------------------------
(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 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 August 12, 1998, of the
issuer's Common Stock, $.0001 par value, there were 53,377,738 shares
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC.
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
TeleServices International Group Inc. and Subsidiaries
Consolidated Balance Sheets 3
June 30, 1998 (Unaudited) and
December 31, 1997
Unaudited Consolidated Statements of Operations 4
Three and six months ended
June 30, 1998 and
June 30, 1997
Unaudited Consolidated Statements of Cash Flows 5
Six Months ended
June 30, 1998 and
June 30, 1997
Notes to Financial Statements (Unaudited) 6-8
Item 2. Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II. OTHER INFORMATION 11
SIGNATURE PAGE 12
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, 1998 Dec. 31, 1997
--------------- -------------
(Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 73,526 $ -
Cash, restricted (Note 2) 195,000 175,000
Accounts receivable, net of allowance
for doubtful accounts 226,880 162,648
Other Current Assets 250,348 38,886
--------------- ---------------
Total current assets 745,754 376,534
--------------- ---------------
Equipment, net of accumulated depreciation 1,369,475 649,960
Other assets 31,333 29,440
--------------- ---------------
Total assets $ 2,146,562 $ 1,055,934
=============== ===============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses 6,335,671 5,638,597
(Notes 5 and 6)
Loans payable, stockholders 1,283,256 59,315
Capital leases payable, current portion 52,491 59,838
Notes payable, current portion 185,957 216,040
--------------- ---------------
Total current liabilities 7,857,375 5,973,790
Notes payable, net of current portion 251,863 234,139
Capital leases payable, net of current portion - 41,930
--------------- ---------------
Total liabilities 8,109,238 6,249,859
--------------- ---------------
Commitments and Contingencies (Notes 1,2,3,5 and 6)
<PAGE>
Stockholders' (deficit):
Treasury Stock ( 125,000) -
Preferred stock, $.001 par value
None issued and outstanding - -
Common stock, $.0001 par value 4,767 3,016
Additional Paid-In Capital 25,917,327 20,869,442
Accumulated (deficit) ( 31,759,770) ( 26,066,383)
--------------- ---------------
Total stockholders' (deficit) ( 5,962,676) ( 5,193,925)
--------------- ---------------
Total liabilities and stockholders' (deficit) $ 2,146,562 $ 1,055,934
=============== ===============
</TABLE>
See accompanying notes
3
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and six months ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
Twelve Months
Three Months Ended June 30, Six Months Ended June 30, Ended
1998 1997 1998 1997 Dec. 31, 1997
-------------- -------------- -------------- -------------- -------------
(Audited)
<S> <C> <C> <C> <C> <C>
Total Revenues $ 235,492 $ 820,993 $ 582,298 $ 1,412,864 $ 2,365,042
-------------- -------------- -------------- -------------- --------------
Operating Expenses:
Salaries & Contract Services 2,793,995 2,204,197 4,200,266 4,032,243 10,171,693
Payroll taxes and benefits 66,595 59,990 128,027 109,027 586,444
Rent 68,096 54,363 156,876 192,253 402,887
Telephone 153,271 278,487 359,068 583,372 1,075,429
Travel and entertainment 88,914 410,390 110,104 714,731 840,817
Advertising and promotion 35,171 ( 322,123) 73,833 14,123 133,402
Depreciation and amortization 180,666 197,280 356,629 431,302 966,991
Other expenses 454,575 637,117 814,951 992,001 6,230,121
-------------- ------------- -------------- -------------- --------------
Total Operating Expenses 3,841,283 3,519,701 6,199,754 7,069,052 20,407,784
-------------- ------------- -------------- -------------- --------------
Net (loss) from operations ( 3,605,791) ( 2,698,708) ( 5,617,456) ( 5,656,188) ( 18,042,742)
Other income (expenses)
Interest Income 2,691 22,980 5,206 26,958 31,897
Interest (expense) ( 62,901) ( 98,506) ( 81,137) ( 169,744) ( 206,451)
-------------- ------------- -------------- -------------- --------------
Net (loss) $ ( 3,666,001) $( 2,774,234) $ ( 5,693,387) $ ( 5,798,974) $ ( 18,217,296)
============== ============== ============== ============== ==============
Net (loss) per share: $ (0.09) $ (0.11) $ (0.12) $ (0.23) $ (0.70)
============== ============== ============== ============== ==============
Weighted Averages
Shares Outstanding 40,967,256 24,930,706 38,559,489 23,878,662 26,107,902
============== ============== ============== ============== ==============
</TABLE>
See accompanying notes
4
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
Twelve Months
Six Months Ended June 30, Ended
1998 1997 Dec. 31, 1997
---------------- ---------------- ----------------
(Audited)
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ ( 5,693,387) $ ( 5,805,921) $ ( 18,217,296)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Decrease (increase) in accounts receivable ( 47,354) ( 206,776) 103,846
Depreciation and amortization 356,629 244,999 966,991
Increase in accounts payable
and accrued expenses 697,074 1,858,024 4,484,325
Other ( 213,355) ( 1,692,392) 86,233
--------------- --------------- ----------------
Net cash (used in) operating activities: ( 4,900,393) ( 5,602,066) ( 12,575,901)
--------------- --------------- ----------------
Cash flows from investing activities:
Acquistion of equipment ( 1,076,144) ( 522,189) ( 754,417)
--------------- --------------- ----------------
Cash flows from financing activities:
Cash proceeds from (repayment of)
loans from stockholders 1,223,941 1,550,418 ( 353,344)
Acquisition of Treasury stock ( 125,000) - -
Issuance of common stock 5,032,758 4,127,314 13,622,335
Proceeds from (repayment of) leases payable ( 49,277) 187,323 ( 11,052)
Repayment of notes payable ( 12,539) ( 97,983) ( 21,753)
Increase in cash collateral ( 20,000) - ( 25,000)
--------------- --------------- ----------------
Net cash provided by financing activities: 6,050,063 5,767,072 13,211,186
--------------- --------------- ----------------
Increase (decrease) in cash 73,526 ( 357,183) ( 119,130)
Cash, beginning of period - 119,130 119,130
Cash, end of period $ 73,526 $ ( 238,053) $ -
=============== =============== ===============
Interest paid $ 81,137 $ 169,744 $ 206,451
=============== =============== ===============
Income taxes paid $ - $ - $ -
=============== =============== ===============
</TABLE>
See accompanying notes
5
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
(unaudited)
(1) Organization and Operations:
TeleServices International Group Inc. (TSIG), formerly Dynasty Capital
Corporation (Dynasty), was formed under the laws of the State of
Florida on October 1, 1986. TSIG issued common stock for 100% of the
issued and outstanding common stock of Visitors Services, Inc. (VSI).
This transaction was accounted for as a reverse acquisition since the
former controlling shareholders of VSI control TSIG after the business
combination. Prior to the transaction TSIG was an inactive public shell
corporation with no net assets. Since Dynasty had no net monetary
assets at the time of the business combination, par value of these
shares was transferred from additional paid-in capital to common stock.
VSI was formed under the laws of the State of Florida in November 1992
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. was acquired from Phoenix
Information Systems Corp. (Phoenix), and related party on December 6,
1996 in exchange for 31,579 shares of Phoenix Systems and related
party. The Company had a cost basis of $15,829 in the shares of
Phoenix. The market value of the shares was $90,000 at the time of the
transaction, resulting in a gain of $74,171 to the Company. The
transaction was accounted for as a purchase.
(2) Summary of Significant Accounting Policies
(a) Revenue Recognition
The Company offers services of booking reservations to
travel-related properties for future periods. Revenue is not
recognized until the arrival date for the reservation has
occurred. Unrealized revenue from future reservations as of
June 30, 1998 was $208,463.
(b) Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of temporary
cash investments and trade accounts receivable. The Company
grants credit to various business and entities, in the U.S.A.
The Company does not require collateral for its accounts
receivable. The Company maintains its cash balance in one
financial institution located in Florida. The balances are
insured by the Federal Deposit Insurance Corporation up to
$100,000.
<PAGE>
(c) Income Tax
The Company has net operating loss carryovers totaling
approximately $26,000,000 at December 31, 1997 which expire in
various years through 2012. The Company has deferred tax
assets of approximately $1,300,000 at December 31, 1997
related to loss carryovers but due to the uncertainty of the
Company's ability to utilize these carryovers, a valuation
allowance of the total $1,300,000 has been provided.
Therefore, as of December 31, 1997 the Company's financial
statements do not include any provision for deferred tax
assets. A change in ownership of more than 50% of the Company
could reduce or eliminate the Company's ability to utilize
these loss carryovers.
(d) Equipment - Equipment is carried at cost, net of accumulated
depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets ranging
from 3 to 5 years.
(e) Per Share Information
The per share information is computed based upon the weighted
average shares outstanding.
<PAGE>
TELESERVICES INTERNATIONAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1998
(unaudited)
(2) Summary of Significant Accounting Policies, Continued
(f) Use of Estimates in the Preparation of Financial Statements
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 revenue and expenses during the
reporting periods. Significant assumptions in the accompanying
financial statements relate to the Company's ability to
continue as a going concern as described in note 3 and
estimated useful lives of equipment as disclosed in note 2(c).
The ultimate resolution of the reasonableness of the related
assumptions cannot presently be determined. Actual results
could differ from the Company's estimates.
(g) Bad Debts
An allowance for uncollectible accounts has been provided
based on the Company's past collection history.
(h) Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred.
(i) Geographic Area of Operations
The Company provides services to customers in the U.S.A. The
potential for severe financial impact can result from negative
effects of economic conditions within the market or geographic
area. Since the Company's business is principally in one area
and in one industry, this concentration of operations results
in an associated risk and uncertainty.
(j) Stock Split
Effective January 16, 1996 the Company effected a 1.065 to 1
forward stock split. All shares and per share amounts
referred to have been adjusted retroactively.
(k) Restricted Cash
Included in cash on June 30, 1998 is $195,000 being held in
separate certificates of deposit as collateral for notes
payable.
<PAGE>
(3) 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 recurring operating losses since its inception and has
working capital deficit. Management is attempting to raise additional
capital and attempting to complete a business combination.
In view of these matters, realization of certain assets in the
accompanying balance sheet is dependent upon continued operations of
the Company, which in turn is dependent upon the Company's ability to
meet its financial requirements, raise additional capital, and the
success of its future operations. Management believes that its ability
to raise additional capital provides the opportunity for the Company to
continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
(4) Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred
stock, having a par value of $.001 each. The preferred stock may be
issued in a series from time to time with such designation, rights,
preferences and limitations as the Board of Directors of the Company
may determine by resolution.
(5) Litigation
The Company is a party to numerous litigation and threatened litigation
matters related to alleged nonperformance of contracts and nonpayment
of various obligations. Contingencies exist with respect to these
matters. The ultimate costs, if any, related to these matters cannot
presently be determined. The financial statements as of June 30, 1998
include a $1,057,340 provision for estimated potential costs related to
these matters.
(6) Creditor Delinquencies
The Company is materially delinquent on payment of various creditor
obligations including various obligations to the Internal Revenue
Service. Failure to pay these balances due could result in the
inability of the Company to continue in business.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Total revenues for the three months ended June 30, 1998 were $235,492, a
71% decrease from revenues for the three months ended June 30, 1997. Operating
expenses for the same period increased from $3,519,701 to $3,841,283, an 8%
increase. For the period, the Company sustained a net loss of $3,666,001,
compared to a net loss of $2,774,234 for the same period last year. These losses
are expected to continue for the foreseeable future.
Sales and Revenues
The Registrant's sales and revenues are derived from VSI and its subsidiary
American International Travel Agency, Inc. ("AIT"). Revenues are derived from
commissions earned on the sale of airline tickets, as well as booking fees and
commissions paid by hotels or lodging properties, car rental agencies and tour
operators for each made and used reservation VSI provides. Additionally, VSI
receives per-call fees for visitor guide requests, transaction fees for
information services and ticket sales to attractions and events and subscription
fees for property representation.
Limited Working Capital; Financial Instability
As of June 30, 1998, the Registrant had a negative stockholder's equity of
($5,962,676), an accumulated deficit of ($31,759,770), and a working capital
deficit of ($7,306,621).
Various factors effecting the Registrant's operations raise doubt as to the
Registrant's ability to continue as a going concern. There can be no assurance
that the Registrant will be able to continue as a going concern, or achieve
material revenues and profitable operations. The Registrant is dependent upon
sufficient cash flows from operations to meet its short term and long-term
liquidity needs. These operations have not and are not expected to provide
sufficient cash flows, and as such the Registrant requires additional financing.
No assurances can be given that financing will be available to the Registrant in
the amounts required, or that, if available, the financing will be available on
terms satisfactory to the Registrant.
The financial statements include all adjustments which in the opinion of
and to the best of management's knowledge are necessary to make the financial
statements not misleading.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
Following is a summary of material legal proceedings that commenced during
the period covered by this report and material developments to previously
reported legal proceedings involving the Registrant and/or its subsidiaries:
1. Siemens Business Communication Systems, Inc. filed a lawsuit against the
Registrant's subsidiary, Visitors Services International Corp ("VSIC"), in the
Circuit Court for Pinellas County, Florida, on April 10, 1998, claiming damages
of approximately $181,000 representing an alleged unpaid balance due on
equipment sold to VSIC, and an action for replevin of the equipment. Further
proceedings have been postponed pending the results of a private sale of the
equipment.
2. Donald Jagoda filed a lawsuit against the Registrant's subsidiary, VSIC,
in the Circuit Court of the Sixth Judicial Circuit of the State of Florida in
and for Pinellas County on June 1, 1998, claiming approximately $18,750 in
severance pay under a written employment contract and $200,000 as a commission
under an alleged oral contract.
3. Boehringer Ingelheim Pharmaceuticals, Inc. filed a lawsuit against the
Registrant's subsidiary, VSIC (under its prior name, Visitors Services, Inc.),
and Ray Wilson, an officer of the Registrant, in Superior Court, Judicial
District of Danbury, Connecticut on December 9, 1997, claiming approximately
$96,000 for alleged amounts due for use of office space under an alleged verbal
agreement. The parties entered into a Settlement Agreement dated July 24, 1998
that provides for VSI to make scheduled payments to the plaintiff.
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:
A. Acquisition of Compact Connection, Inc.
On July 13, 1998 the Registrant filed a Current Report on Form 8-K/1-A
regarding the acquisition of Compact Connections, Inc. (a Nevada corporation)
(the "Seller"). The report states that the original Asset Purchase Agreement has
been modified by the parties to provide that the assets of the Seller will not
be formally acquired until after the audited financial statements of the Seller
<PAGE>
have been completed and are deemed acceptable to the Registrant. In the interim,
the Seller has granted to the Registrant and its wholly owned subsidiary,
Compact Connections, Inc., a Delaware corporation ("CCI"), an exclusive license
to all intellectual property owned by Seller, consisting of all rights and
interest in the concept of marketing pre-recorded music recorded on tapes and
compact disks, and other mediums that may become available, using a prepaid
"MusicCard," including but not limited to any trademarks or tradenames for
"Compact Connection" and "MusicCard." A copy of the Asset Purchase Modification
and License Agreement among the parties dated July 9, 1998 was filed as an
exhibit to the report.
The Registrant, through its wholly owned subsidiary CCI, is currently
developing a distribution channel through the internet, enabling individuals to
purchase products directly from a site on the world wide web.
B. Matters related to the Registrant's "TeleServices Stock Option Plan" (the
"TeleServices Plan")
On June 25, 1998, the Registrant filed a Registration Statement on Form S-8
(Registration No. 333-57701) to register an additional 8,000,000 shares of
common stock for issuance under the TeleServices Plan. The Registration
Statement included a reoffer prospectus covering "control securities."
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibit No. Description
----------- -----------
2.5 Agreement for Purchase of Assets of Compact Connection, Inc,
(a Nevada corporation), dated April 23, 1998, and Addendum
dated April 24, 1998. (Incorporated by reference to Exhibit
2.5 of the Registrant's Current Report on Form 8-K dated
April 30, 1998, and filed May 14, 1998.)
2.6 Asset Purchase Modification and License Agreement regarding
Compact Connection, Inc., dated July 9, 1998. (Incorporated
by reference to Exhibit 2.6 of the Registrant's current
report on Form 8-K/A1 dated April 30, 1998 and filed on
filed July 13, 1998.)
3.3 Bylaws as restated October 18, 1996. (Incorporated by
referenced to Exhibit 3.3 to the Registrant's Form 8-K dated
October 17, 1996, and filed on October 23, 1996.)
3.5 Articles of Incorporation, as amended and currently in
effect. (Incorporated by referenced to Exhibit 3.5 to the
Registrant's Form 10-QSB for the quarter ended March 31,
1997, and filed on May 15, 1997.)
<PAGE>
10.1 TeleServices International Group Inc. (formerly Visitors
Services International Corp.) Employee Benefit and
Consulting Services Compensation Plan (the "TSIG Plan").
(Incorporated by referenced to Exhibit 10.1 to the
Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (file no. 333-14271)
filed February 19, 1997.)
10.2 Visitors Services International Corp. (formerly Visitors
Services, Inc.) Employee Benefit and Consulting Services
Compensation Plan (the "VSI Plan"). (Incorporated by
referenced to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-8 (file no. 333-22093) filed February
20, 1997.)
10.3 TeleServices Stock Option Plan (the "TeleServices Plan").
(Incorporated by reference to Exhibit 10.3 the registration
statement filed on Form S-8 for the TeleServices Stock
Option Plan, Registration No. 333-52271, filed May 8, 1998.)
10.4 Employment Agreement between the Registrant's subsidiary,
Compact Connection, Inc. (a Delaware corporation), and
Darrell W. Piercy, dated April 23, 1998. (Incorporated by
reference to Exhibit 10.4 of the Registrant's Current Report
on Form 8-K dated April 30, 1998, and filed May 14, 1998.)
10.5 Revolving Credit Loan Agreement and Revolving Credit Master
Note between the Registrant and Robert P. Gordon, each dated
April 23, 1998. (Incorporated by referenced to Exhibit 10.5
to the Registrant's Form 10-QSB for the quarter ended March
31, 1998, filed on May 20, 1998.)
27 Financial Data Schedule. (Filed herewith.)
(b) Reports on Form 8-K.
The Registrant filed a Current Report on Form 8-K, dated April 30, 1998 and
filed May 14, 1998, to report that the Registrant, through a subsidiary
corporation, Compact Connection, Inc., a Delaware corporation, ("CCI"), entered
into an agreement to acquire substantially all of the assets of Compact
Connection, Inc., an unaffiliated Nevada corporation ("Seller"). The Registrant
intends to utilize all such assets to operate the former business of Seller as
the business of CCI. The terms of the acquisition were subsequently revised and
reported on a Form 8-K/A-1, filed on July 13, 1998. See Item 5.A. above.
The assets of Seller consist primarily of equipment, distributor contracts,
tradenames and trademarks, and goodwill. The business involves the direct-music
marketing of compact disks and cassettes through the use of a music card that
allows purchasers of the card the ability to buy a specific number of compact
disks or cassettes from over 200,000 titles, including the music industry's
latest top releases, at "below-retail" prices. Orders are taken over a toll-free
number and are delivered via mail. Music cards can be purchased directly from
the business or from authorized distributors.
<PAGE>
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: August 14, 1998 /s/ Robert P. Gordon
--------------------
Robert P. Gordon Chairman and
Interim Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.5 Agreement for Purchase of Assets of Compact Connection, Inc,
(a Nevada corporation), dated April 23, 1998, and Addendum
dated April 24, 1998. (Incorporated by reference to Exhibit
2.5 of the Registrant's Current Report on Form 8-K dated
April 30, 1998, and filed May 14, 1998.)
2.6 Asset Purchase Modification and License Agreement regarding
Compact Connection, Inc., dated July 9, 1998. (Incorporated
by reference to Exhibit 2.6 of the Registrant's current
report on Form 8-K/A1 dated April 30, 1998 and filed on filed
July 13, 1998.)
3.3 Bylaws as restated October 18, 1996. (Incorporated by
referenced to Exhibit 3.3 to the Registrant's Form 8-K dated
October 17, 1996, and filed on October 23, 1996.)
3.5 Articles of Incorporation, as amended and currently in
effect. (Incorporated by referenced to Exhibit 3.5 to the
Registrant's Form 10-QSB for the quarter ended March 31,
1997, and filed on May 15, 1997.)
10.1 TeleServices International Group Inc. (formerly Visitors
Services International Corp.) Employee Benefit and
Consulting Services Compensation Plan (the "TSIG Plan").
(Incorporated by referenced to Exhibit 10.1 to the
Registrant's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (file no. 333-14271) filed
February 19, 1997.)
10.2 Visitors Services International Corp. (formerly Visitors
Services, Inc.) Employee Benefit and Consulting Services
Compensation Plan (the "VSI Plan"). (Incorporated by
referenced to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-8 (file no. 333-22093) filed February 20,
1997.)
10.3 TeleServices Stock Option Plan (the "TeleServices Plan").
(Incorporated by reference to Exhibit 10.3 the registration
statement filed on Form S-8 for the TeleServices Stock Option
Plan, Registration No. 333-52271, filed May 8, 1998.)
10.4 Employment Agreement between the Registrant's subsidiary,
Compact Connection, Inc. (a Delaware corporation), and
Darrell W. Piercy, dated April 23, 1998. (Incorporated by
reference to Exhibit 10.4 of the Registrant's Current Report
on Form 8-K dated April 30, 1998, and filed May 14, 1998.)
<PAGE>
10.5 Revolving Credit Loan Agreement and Revolving Credit Master
Note between the Registrant and Robert P. Gordon, each dated
April 23, 1998. (Incorporated by referenced to Exhibit 10.5
to the Registrant's Form 10-QSB for the quarter ended March
31, 1998, filed on May 20, 1998.)
27 Financial Data Schedule. (Filed herewith).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-QSB FOR THE QUARTER ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<CIK> 0000808713
<NAME> TELESERVICES INTERNATIONAL GROUP, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 268,526
<SECURITIES> 0
<RECEIVABLES> 560,783
<ALLOWANCES> (333,903)
<INVENTORY> 0
<CURRENT-ASSETS> 745,754
<PP&E> 3,439,893
<DEPRECIATION> (2,070,418)
<TOTAL-ASSETS> 2,146,562
<CURRENT-LIABILITIES> 7,857,375
<BONDS> 0
0
0
<COMMON> 4,767
<OTHER-SE> (5,967,443)
<TOTAL-LIABILITY-AND-EQUITY> 2,146,562
<SALES> 0
<TOTAL-REVENUES> 582,298
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</TABLE>
