10QSB 1 form10qsb043002.txt 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: April 30, 2002 [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-21961 Neoteric Group, Inc. (Exact name of small business issuer as specified in its charter) Nevada 76-0487709 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3450 E Russell Road, Suite 125 Las Vegas, NV 89120 (Address of principal executive offices, Zip Code) (702) 214-4229 (Issuer's telephone number, including area code) Voyager Group, Inc. 6388 Caste Jon, La Jolla, CA 92037 (Former name and address) The number of shares outstanding of the issuer's common stock as of June 13, 2002 was 23,618,323. PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS INDEPENDENT ACCOUNTANT'S REPORT Neoteric Group, Inc. (Formerly Voyager Group, Inc.) (A Development Stage Company) We have reviewed the accompanying balance sheets of Neoteric Group, Inc. (Formerly Voyager Group, Inc.) (a development stage company) as of April 30, 2002 and July 31, 2001, and the related statements of operations for the three and nine months and cash flows for the nine months ended April 30, 2002 and 2001. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statement taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. Respectfully submitted ROBISON, HILL & CO. Certified Public Accountants Salt Lake City, Utah June 6, 2002 NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) BALANCE SHEET (Unaudited)
April 30, July 31, 2002 2001 --------------- -------------- ASSETS Total Assets- Note Receivable $ 246,190 $ - =============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ 32,591 $ 7,064 --------------- -------------- Total Current Liabilities 32,591 7,064 --------------- -------------- Stockholders' Equity: Preferred Stock, $.001 par value; Series J-1999; 50 shares authorized, 0 shares issued and outstanding - - Series J-2000; 1,000 shares authorized, 60 and 20 shares issued and outstanding - - Series AA 1996; 1,000 shares authorized, 0 and 0 shares issued and outstanding - - Series Z-2001; 2,000,000 shares authorized, 6,000 and 0 issued and outstanding 6 - Common Stock; $.001 par value; 2,050,000,000 shares authorized; 522,412,585 and 25,404,195 shares issued and outstanding April 30, 2002 and July 31, 2001, respectively 522,413 25,404 Additional Paid-in Capital 1,133,545 93,155 Retained Earnings (Deficit) (104,338) (104,338) Deficit Accumulated During Development Stage (1,338,027) (21,285) --------------- -------------- Total Stockholders' Equity 213,599 (7,064) --------------- -------------- Total Liabilities and Stockholders' Equity $ 246,190 $ - =============== ==============
See accompanying notes and accountants' report NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) STATEMENT OF OPERATIONS (Unaudited)
Cumulative Since April 1, 2000 For the Three Months Ended For the Nine Months Ended Inception of April 30, April 30, Development 2002 2001 2002 2001 Stage ------------ --------------- ------------- ------------- ------------- Revenues $ - $ - $ - $ - $ - ------------ --------------- ------------- ------------- ------------- Expenses 23,368 767 1,326,359 5,048 1,347,644 ------------ --------------- ------------- ------------- ------------- Operating Loss (23,368) (767) (1,326,359) (5,048) (1,347,644) Other Income (Expense) Interest 4,559 - 9,617 - 9,617 ------------ --------------- ------------- ------------- ------------- Net Income (Loss) $ (18,809)$ (767)$ (1,316,742)$ (5,048) $ (1,338,027) ============ =============== ============= ============== ============ Basic & Diluted loss per share $ - $ - $ - $ - ============ =============== ============= =============
See accompanying notes and accountants' report. NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited)
Cumulative Since April 1, 2000 For the Nine Months Ended Inception of April 30, Development ------------------------------- CASH FLOWS FROM OPERATING 2002 2001 Stage ------------------------- --------------- --------------- -------------- ACTIVITIES: Net Loss $ (1,316,742)$ (5,048) $ (1,338,027) Common Stock Issued for Expenses 1,064,254 - 1,078,475 Preferred Stock Issued for Expenses 5 5 Common Stock Issued for Note Receivable 236,573 - 236,573 Increase in Notes Receivable-Accrued Interest (9,617) - (9,617) Increase (Decrease) in Accounts Payable 21,351 5,048 28,415 --------------- --------------- -------------- Net Cash Used in operating activities (4,176) - (4,176) --------------- --------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by investing activities - - - --------------- --------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds From Shareholder Advances 4,176 4,176 Proceeds From Capital Stock Issued - - - --------------- --------------- -------------- Net cash provided by financing activities 4,176 - 4,176 --------------- --------------- -------------- Net (Decrease) Increase in Cash and Cash Equivalents - - - Cash and Cash Equivalents at Beginning of Period - - - --------------- --------------- -------------- Cash and Cash Equivalents at End of Period $ - $ - $ - =============== =============== ============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash Paid During the Year For Interest $ - $ - $ - SUPPLEMENTAL DISCLOSURE OF NON- CASH INVESTING AND FINANCING ACTIVITIES: None
See accompanying notes and accountants' report NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED APRIL 30, 2002 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles and with Form 10-QSB requirements. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine month period ended April 30, 2002 are not necessarily indicative of the results that may be expected for the year ended July 31, 2002. Organization and Basis of Presentation The Company was first incorporated in the State of Nevada on June 12, 1990 as EEE-Hunter Associates, Inc. On July 27, 1995 the Company changed its domicile to the State of Texas and merged into a Texas Corporation EEE-Energy Consultants, Inc. Neither company had any operating activity. On July 2, 1996 the Company changed domicile to Nevada and on July 17, 1996 changed the name of the Company to Voyager Group USA-Brazil, Ltd. On July 21, 1999 the Company changed its name to The Voyager Group, Ltd. On March 31, 2000, the Company changed its name to Voyager Internet Group. Com. On July 14, 2000, the Company changed its name to Save on Meds. Net. On March 31, 2000, Save on Meds. Net spun off its subsidiary Voyager Group, Inc. On June 13, 2001, the Company acquired 181.61 shares of Convertible Preferred Series J (convertible to common at 220,000 per share or 39,954,200 shares) of Voyager Group, Inc., a Delaware corporation, in exchange for 181.61 shares of the Company. Because of this acquisition the Company changed its name from Save on Meds.Net to Voyager Group, Inc. On October 19, 2001, both companies mutually agreed to terminate the merger and the 181.61 shares were returned to treasury and Voyager Group, Inc, (A Nevada Corporation) returned to the same position it was in before the merger, except the Company decided to keep the name Voyager Group, Inc. On June 8, 2002, the Company merged with Olympic Environmental, LTD. and changed its name to Neoteric Group, Inc.(See Note 8). Since April 1, 2000, the Company is in the development stage, and has not commenced planned principal operations. Nature of Business Neoteric Group, Inc. (Formerly Voyager Group, Inc.) will be in the business of production and development of Solar Photovoltaic (PV) systems for various energy applications, the development of general solar systems and devices and the assembly of PV. NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED APRIL 30, 2002 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued) -------------------------------------------------------------------- Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Loss Per Share: The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:
Per-Share Income Shares Amount (Numerator) (Denominator) For the Three Months Ended April 30, 2002 Basic Loss per Share Loss to common shareholders $ (18,809) 2,713,612,585 $ - =============== =============== ============== For the Nine Months Ended April 30, 2002 Basic Loss per Share Loss to common shareholders $(1,316,742) 1,697,199,914 $ - =============== =============== ============== For the Three Months Ended April 30, 2001 Basic Loss per Share Loss to common shareholders $ (767) 9,869,555 $ - =============== =============== ============== For the Nine Months Ended April 30, 2001 Basic Loss per Share Loss to common shareholders $ (5,048) 9,869,555 $ - =============== =============== ==============
The effect of outstanding common stock equivalents would be anti-dilutive or immaterial for 2002 and 2001 and are thus not considered. NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED APRIL 30, 2002 (Unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued) -------------------------------------------------------------------- Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles required 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. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. NOTE 2 - PREFERRED STOCK On July 17, 1996 the Company created convertible Preferred Stock Series AA 1996, authorizing the issuance of 1,000 shares of convertible preferred stock to be sold, with a par value of $.001. The preferred stock are convertible at a ratio of 10,000 shares of common stock per preferred share converted. On July 21, 1999 the Company created convertible Preferred Stock Series J-1999, authorizing the issuance of 100 shares of convertible preferred stock to be sold, with a par value of $.001. The preferred stock are convertible at a ratio of 220,000 shares of common stock per preferred share converted. In the event of any voluntary or involuntary liquidation, the holders of Series J preferred stock are entitled to an amount equal to the net book value of the corporation plus all unpaid dividends, before any distributions to holders of Common Stock, Convertible Preferred Stock Series AA 1996 or any other series of preferred stock of the corporation by reason of any voluntary or involuntary liquidation, dissolution or winding up of the corporation unless each holder of series J shall have received all amounts to which such series J holders are entitled. The preferred stock is entitled to vote 220,000 votes per preferred share. Convertible Preferred Stock Series J also includes a royalty certificate for each "Major Investor" (meaning investors owning over 10 shares of Series J preferred stock or common stock issued upon conversion thereof. The royalty certificates represent a perpetual royalty payment of four percent on or before the 15th of each month following the starting month when gross sales of the Company exceeds $120,000 per month. During the year, the Company canceled 50 of its Preferred Stock Series J. NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED APRIL 30, 2002 (Unaudited) NOTE 2 - PREFERRED STOCK (Continued) Convertible Preferred Stock Series J also includes a royalty certificate for each "Major Investor" (meaning investors owning over 10 shares of Series J preferred stock or common stock issued upon conversion thereof. The royalty certificates represent a perpetual royalty payment of four percent on or before the 15th of each month following the starting month when gross sales of the Company exceeds $120,000 per month. During the year, the Company canceled 50 of its Preferred Stock Series J. On June 13, 2001, the Company created convertible Preferred Convertible Stock Series J- 2000, authorizing the issuance of 1,000 shares of convertible preferred stock to be sold, with a par value of $.001. The preferred stock are convertible at a ratio of 220,000 shares of common stock per preferred share converted. On October 19, 2001, the Company created convertible Preferred Convertible Stock Series Z-2001, authorizing the issuance of two million shares of convertible preferred stock to be sold, with a par value of $.001. The preferred stock are convertible at a ratio of 1,000,000 shares of common stock per preferred share converted. On April 10, 2002, 4,900 shares were issued to the Company's sole officer and director for services. NOTE 3 - INCOME TAXES As of April 30, 2002, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $1,442,000 that may be offset against future taxable income through 2021. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. NOTE 4 - DEVELOPMENT STAGE COMPANY/GOING CONCERN The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED APRIL 30, 2002 (Unaudited) NOTE 5 - COMMITMENTS As of April 30, 2002 all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities. NOTE 6 - STOCK SPLIT / DIVIDEND On January 31, 2000 the Board of Directors authorized 6 to 1 reverse stock split on common stock. As a result of the split, 10,445,398 common shares were canceled. Also during the year the Board of Directors authorized a 3 to 1 stock split for Series AA preferred stock. As a result, 569 preferred shares were issued All references in the accompanying financial statements to the number of common shares and per-share amounts for 2000 and 1999 have been restated to reflect the stock split. On May 8, 2001, the Board of Directors authorized 100 to 1 reverse stock split on common stock. As a result of the split, 9,770,859 common shares were canceled. All references in the accompanying financial statements to the number of common shares and per-share amounts for 2001 have been restated to reflect the stock split. On August 23, 2001, the Board of Directors authorized a 2 for 1 stock dividend. As a result of the dividend, 80 Preferred Series J-2000 and 50,808,390 Common Shares were issued. All references in the accompanying financial statements to the number of common shares and per-share amounts for 2001 have been restated to reflect the stock dividend. NOTE 7 - NOTE RECEIVABLE On October 19, 2001, the Company's President exchanged a promissory note receivable from Voyager Group (Delaware Corporation) and services for issuance of 700 Preferred Series Z-2001 and 433,000,000 common stock. The current value of the note was $236,573 with an interest rate of 7.5% per annum. The transaction was recorded at par value of $.001. Interest of $9,617 has been accrued as of April 30, 2002 on the note. NEOTERIC GROUP, INC (Formerly VOYAGER GROUP, INC.) (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED APRIL 30, 2002 (Unaudited) NOTE 8- SUBSEQUENT EVENTS On June 8, 2002, Neoteric Group, Inc. (Formerly Voyager Group, Inc.) signed a merger agreement with Olympic Environmental, LTD. In connection with the merger, the outstanding shares of preferred stock Series Z-2001 of Neoteric Group, Inc. (Formerly Voyager Group, Inc.) were converted into common stock, 40 shares of series J-2000 were cancelled and a 100,000 to 1 reverse common stock split was authorized, leaving 65,224 shares of common stock. Shareholders of Olympic Environmental received 3 shares of Neoteric Group, Inc. (Formerly Voyager Group, Inc.) post split Common Stock for every one share of Olympic Common Stock. Also on June 8, 2002, the Company changed its name to Neoteric Group, Inc. Item 2. Management's Discussion and Analysis or Plan of Operation. General This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's annual report on Form 10-KSB for the year ended July 31, 2001. Introduction Neoteric Group, Inc. (Fomerly Voyager Group, Inc.) will be in the business of production and development of Solar Photovoltaic (PV) systems for various energy applications, the development of general solar systems and devices and the assembly of PV. The Company has secured major specialists and technologies necessary to establish a high- tech production and to become a major supplier of PV panels environmentally safe energy at competitive prices. The Company has plans to enter American and Mediterranean markets with high technology products to take full advantage of the shift towards environmentally friendly power generation. The Company plans to become a leader in the above-mentioned regions in solar technology and provide optimized scientific solutions to many energy problems. Furthermore, the Company plans to develop an intellectual property base, acquiring patents either through its R&D work and/or by purchasing granted patents from other entities, consequently increasing its net worth. The Company is also establishing strategic alliances with various parties for the design and development of advanced photovoltaic products. Results of Operations For the quarter ended April 30, 2002 compared to the same period in 2001 are not necessarily indicative of the results that may be expected for the year ended July 31, 2002. The Company has no business operations. The Company had $18,809 and $1,316,742 in expenses for the three and nine months period ended April 30, 2002 and $767 and $5,048 for the three and nine months period ended 2001. The Company had no revenues for the three and nine months period ended April 30, 2002 and 2001. Losses on operations may occur until sufficient revenues can be achieved. Liquidity and Capital Resources The Company requires working capital principally to fund its current operations. There are no formal commitments from banks or other lending sources for lines of credit or similar short-term borrowing, but the Company has been able to borrow any additional working capital that has been required. From time to time in the past, required short-term borrowing have been obtained from a principal shareholder or other related entities. There are no arrangements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs. PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities On April 10, 2002, 4,900 shares of Series Z-2001 Preferred Stock were issued for services. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information Changes in Control of Registrant On June 8, 2002, the Company entered into a merger agreement with Olympic Environmental, LTD. whereby 23,553,099 shares of common stock were issued to the shareholders of Olympic Environmental, giving the shareholders of Olympic 99.72% controlling interest in the Company. The following chart sets forth the beneficial owners:
Amount of Name and Address of Beneficial Percent of Title of Class Beneficial Owner Ownership Class -------------------- ----------------------------------- ------------- ------------- Common Stock Steve Bailey 349 Juanita, Glendora, CA 1,350,000 6% Herbert Kuglmeier 6523 Barcelona Ave, Tuscon, AZ 3,000,000 13% Pitergoff, Inc. Address Unknown 13,200,000 56%
Acquisition or Disposition of Assets Since its formation on June 12, 1990, Neoteric Group, Inc. (Formerly Voyager Group), a Nevada corporation (the "Company"), has not engaged in any operations other than organizational matters until it closed on the merger of Olympic Environmental, on June 8, 2002. Neoteric Group, Inc. was formed specifically for the purpose of either merging with or acquiring an operating company with operating history and assets. The consideration for the acquisition of Olympic Environmental was the issuance to Olympic Environmental shareholder's, of 99.72 percent of the common stock of Neoteric Group, Inc. The exchange rate was the product of negotiations between the parties and reflects their estimate of the value of the assets and liabilities of Olympic Environmental. On June 8, 2002, the Company entered into a merger agreement whereby in exchange for 23,553,099 shares of our common stock, merged with Olympic Environmental. Olympic Environmental has been in the business of developing mining properties, however after 1999 all activities were abandoned and the Company has been in the development stage. The merger with Olympic Environmental closed on June 8, 2002. Financial Statements and Exhibits The required audited financial statements of Olympic Environmental will be included in the Form 10-KSB for the year ending July 31, 2002. See attached proforma financial statements regarding merger with Olympic Environmental, LTD. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On June 8, 2002, Neoteric Group, Inc. (Formerly Voyager Group, Inc.) acquired the business and operations of Olympic Environmental, LTD. See "The Merger". The following unaudited pro forma condensed combined financial statements are based on the April 30, 2002 historical financial statements of Neoteric Group, Inc. (Formerly Voyager Group, Inc.) and Olympic Environmental, LTD., giving effect to the transaction under the purchase method of accounting, with Olympic Environmental treated as the acquiring entity for financial reporting purposes. The unaudited pro forma condensed combined balance sheet presenting the financial position of the combined company assumes the exchange occurred as of April 30, 2002. The unaudited pro forma condensed combined statement of operations for the year ended July 31, 2001 presents the results of operations of the combined company, assuming the exchange was completed on August 1, 2000. The unaudited pro forma condensed combined statement of operations for the nine months ended April 30, 2002 presents the results of operations of the combined company, assuming the exchange was completed on August 1, 2001. The unaudited pro forma condensed combined financial statements have been prepared by management of Neoteric Group, Inc. (Formerly Voyager Group, Inc.) and Olympic Environmental, LTD based on the financial statements. The pro forma adjustments include certain assumptions and preliminary estimates as discussed in the accompanying notes and are subject to change. These pro forma statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. These pro forma financial statements should be read in conjunction with the accompanying notes and the historical financial information of Neoteric Group, Inc. (Formerly Voyager Group, Inc.) and Olympic Environmental, LTD (including the notes thereto). UNAUDITED PRO FORMA CONDENSED BALANCE SHEET APRIL 30, 2002
Neoteric Group, Inc (Formerly Pro Forma Voyager Olympic Pro Forma Combined Group, Inc.) Environmental Adjustments Balance ---------------- -------------- -------------- -------------- ASSETS Current Assets $ - $ 27,890 $ - $ 27,890 Notes Receivable 246,190 - - 246,190 ---------------- -------------- -------------- -------------- Total Assets $ 246,190 $ 27,890 $ - $ 274,080 ================ ============== ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable & Accrued Expenses $ 32,591 $ - $ - $ 32,591 ---------------- -------------- -------------- -------------- Total Liabilities 32,591 - - 32,591 ---------------- -------------- -------------- -------------- Stockholders' Equity: Preferred Stock 6 - (6) A - Common Stock 522,413 7,851 (506,646) A 23,618 Additional Paid in Capital 1,133,545 321,471 (935,713) A 519,303 Retained Earnings (Deficit) (104,338) - 104,338 A - Deficit Accumulated During the Development Stage (1,338,027) (301,432) 1,338,027 A (301,432) ---------------- -------------- -------------- -------------- Total Stockholders' Equity (Deficit) 213,599 27,890 - 241,489 ---------------- -------------- -------------- -------------- Total Liabilities and Stockholders' Equity $ 246,190 $ 27,890 $ - $ 274,080 ================ ============== ============== ==============
See accompanying notes to unaudited pro forma condensed combined financial statements. UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2001
Neoteric Group, Inc (Formerly Pro Forma Voyager Olympic Pro Forma Combined Group, Inc.) Environmental Adjustments Balance --------------- -------------- -------------- -------------- Revenues $ - $ - $ - $ - Expenses: General & Administrative (21,285) - - (21,285) --------------- -------------- -------------- -------------- Total Operating Expenses (21,285) - - (21,285) --------------- -------------- -------------- -------------- Net Operating Income (Loss) (21,285) - - (21,285) Other Income (Expense) - - - - Taxes - - - - --------------- -------------- -------------- -------------- Net Income (Loss) $ (21,285) $ - $ - (21,285) =============== ============== ============== ============== Loss per share $ - $ - $ - $ 0.00 =============== ============== ============== ============== Weighted average shares outstanding 12,456,802 1,500,000 23,553,224 =============== ============== ==============
See accompanying notes to unaudited pro forma condensed combined financial statements. UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED APRIL 30, 2002
Neoteric Group, Inc (Formerly Pro Forma Voyager Olympic Pro Forma Combined Group, Inc.) Environmental Adjustments Balance ---------------- -------------- -------------- -------------- Revenues $ - $ - $ - $ - Expenses: General & Administrative 1,326,359 1,432 - 1,327,791 ---------------- -------------- -------------- -------------- Total Operating Expenses (1,326,359) (1,432) - (1,327,791) ---------------- -------------- -------------- -------------- Net Operating Income (Loss) (1,326,359) (1,432) - (1,327,791) Other Income (Expense) 9,617 - - - Taxes - - - - ---------------- -------------- -------------- -------------- Net Income (Loss) $ (1,316,742) $ (1,432) $ - (1,327,791) ================ ============== ============== ============== Loss per share $ - $ - $ - $ (0.06) ================ ============== ============== ============== Weighted average shares outstanding 1,697,199,914 1,500,000 23,618,323 ================ ============== ==============
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (1) General In the merger involving Neoteric Group, Inc. (Formerly Voyager Group, Inc.) and Olympic Environmental, LTD, Olympic Environmental, LTD. was merged with and into Neoteric Group, Inc. (Formerly Voyager Group, Inc.). Under the Plan of Merger, Olympic Environmental's Common Stock shareholders received three Common Shares for every one Common Share of Olympic Environmental. In connection with the merger, all of Neoteric Group, Inc.'s (Formerly Voyager Group, Inc.) Preferred Stock was converted into Common Stock and a 100,000 to 1 reverse stock split was approved. Olympic Environmental has not yet performed a detailed evaluation and appraisal of the fair market value of the net assets sold in order to allocate the purchase price among the assets sold. For purposes of preparing these pro forma financial statements, certain assumptions as set forth in the notes to the pro forma adjustments have been made in allocating the sales price to the net assets sold. As such, the pro forma adjustments discussed below are subject to change based on final appraisals and determination of the fair market value of the assets and liabilities of Olympic Environmental. (2) Fiscal Year Ends The unaudited pro forma condensed combined statements of operations for the year ended July 31, 2001 and the nine months ended April 30, 2002, include Neoteric Group's (Formerly Voyager Group, Inc.) and Olympic Environmental's operations on a common fiscal year. The financial statements of Olympic Environmental have been conformed to the fiscal year ended July 31, 2001 by including the operating results of Olympic Environmental for the period August 1, 2000 to December 31, 2000 and including such results for the seven months ended July 31, 2001. The financial statements of Olympic Environmental have been conformed to the nine months ended April 30, 2002 by including the operating results of Olympic Environmental for the period August 1, 2001 to April 30, 2002. (3) Pro Forma Adjustments The adjustments to the accompanying unaudited pro forma condensed combined balance sheet as of April 30, 2002, are described below: (A) Record merger by issuing 23,618,323 shares of Common Stock, par value $0.001, converting 6,000 Preferred Shares Series Z-2001 to 6,000,000,000 Common Stock, Cancelling 40 Preferred Shares Series J-2000 and recording 100,000 to 1 reverse stock split. The adjustments to the accompanying unaudited pro forma condensed combined statements of operations are described below: There are no anticipated adjustments to the statements of operations as a result of the merger. Change in Fiscal Year Olympic Environmental, in connection with the merger with Neoteric Group (Formerly Voyager Group, Inc.) has elected to change its fiscal year end from December 31 to July 31. A transition report will be filed on Form 10-KSB for the seven months ending July 31, 2002. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Exhibit Name 2.1 Certificate and Agreement of Merger (b) Reports on Form 8-K The Company did not file a report on Form 8-K during the three months ended April 30, 2002. 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. NEOTERIC GROUP, INC. (FORMERLY VOYAGER GROUP, INC.) (Registrant) Date: June 13, 2002 By: /S/ ---------------------------------------- Marlen Johnson, President, Secretary and Director (Principle Executive & Financial Officer)