UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 2002
DAKOTA IMAGING, INC.
(Exact name of registrant as specified in charter)
North Dakota 45-0420093
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4483 West Reno Avenue
Las Vegas, Nevada 89118
(Address of Principal Executive Office) (Zip Code)
(702) 221-8070
(Registrant's Executive Office Telephone Number)
CAUTIONARY STATEMENT CONCERNING
FORWARD LOOKING STATEMENTS
This 8-K filing and the documents to which we refer you to in this
filing contain forward-looking statements. In addition, from time to time, we
or our representatives may make forward-looking statements orally or in
writing. We base these forward-looking statements on our expectations and
projections about future events, which we derive from the information
currently available to us. Such forward-looking statements relate to future
events or our future performance, including:
* our financial performance and projections;
* our growth in revenue and earnings; and
* our business prospects and opportunities.
You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"will," "should," "expects," "anticipates," "contemplates," "estimates,"
"believes", "plans," "projected," "predicts," "potential" or "continue" or
the negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including
* our ability to retain the business of our significant customers;
* our ability to keep pace with new technology and changing market needs;
and
* the competitive environment of our business.
These and other factors may cause our actual results to differ
materially from any forward-looking statement.
Forward-looking statements are only predictions. The forward-looking
events discussed in this filing, the documents to which we refer you and
other statements made from time to time by us or our representatives, may not
occur, and actual events and results may differ materially and are subject to
risks, uncertainties and assumptions about us. We are not obligated to
publicly update or revise any forward-looking statement, whether as a result
of uncertainties and assumptions, the forward-looking events discussed in
this filing, the documents to which we refer you and other statements made
from time to time by us or our representatives, might not occur.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Effective February 8, 2002 the Registrant completed a reverse triangular
merger between Dakota Subsidiary Corp. ("DSC"), a wholly owned subsidiary of
the Registrant, and Voyager Ventures, Inc., a Nevada corporation ("Voyager"),
whereby the Registrant issued 3,660,000 shares of its Series A preferred
stock in exchange for 100% of Voyager's outstanding common stock. Pursuant
to the terms of the merger, Voyager merged with DSC wherein DSC ceased to
exist and Voyager became a wholly owned subsidiary of the Registrant.
The Series A preferred stock carries the following rights and
preferences:
* 10 to 1 voting rights per share;
* Each share has 10 for 1 conversion rights to shares of common stock
(every 1 share of Series A preferred stock has the right to convert into 10
shares of common stock)
* No redemption rights
* No face value
Concurrent with the closing of the Merger, 2,160,000 shares of the
Series A preferred stock were immediately converted into 21,600,000 shares of
common stock.
Pursuant to current North Dakota law the Registrant did not need the
approval of its shareholders to consummate the Merger as the constituent
corporations in the merger were Dakota Subsidiary Corp. and Voyager Ventures,
Inc. Dakota Imaging, Inc. was not a constituent corporation in the merger.
Further, pursuant to the terms of the Merger Agreement, the board of
directors of the Registrant, consisting of Lawrence Nieters, Joell Nieters
and Frances Hedman, appointed Gregg Giuffria, Veldon Simpson, and Richard
Hannigan as new directors of the Registrant to serve until the next annual
meeting of shareholders, or until their successors have been elected.
Following their appointment of new directors, Lawrence Nieters, Joell Nieters
and Frances Hedman resigned as directors of the Registrant.
A copy of the Agreement and Plan of Merger and the Certificate of Merger
between DSC and Voyager are filed as exhibits to this Current Report and are
incorporated in their entirety herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms and conditions of the merger, the Registrant
issued 3,660,000 shares of Series A preferred stock in exchange for 100% of
Voyager's outstanding common stock. Voyager will now operate as a wholly
owned subsidiary of the Registrant.
In addition, the Registrant executed a Property Transfer Agreement with
certain of its shareholders wherein certain assets of the Registrant were
transferred to Lawrence Nieters, and Joell Nieters, in exchange for Forty-
Seven Million (47,000,000) shares of common stock held by Lawrence Nieters,
and Joell Nieters. A copy of the Property Transfer Agreement is attached as
an exhibit to this current report.
ABOUT VOYAGER VENTURES, INC.
Voyager Ventures, Inc., ("Voyager"), was formed on January 15, 2002, as
a Nevada corporation, to design, finance, develop and manage a unique new
attraction to be located on the Las Vegas Strip (the "Project").
It is the intention of Voyager to build the world's largest Ferris wheel
with 33 vehicles called Sky Cruiser's. The vertical revolving vehicles will
overlook the Las Vegas Strip as it revolves higher than a 50-story building
at 518 feet. One slow rotation in a vehicle will last 24 minutes and each
vehicle will travel at 0.652 MPH.
Voyager has yet to generate revenues from any source and there is a
substantial going concern issue as to whether Voyager will ever be able to
commercialize its technology and generate sufficient, if any, revenues to
satisfy its working capital requirements. Since inception, Voyager has been
dependent on the sale of its equity securities and loans from affiliates to
satisfy its working capital needs. Voyager continues to have a working
capital deficiency that raises substantial concern regarding its ability to
continue as a going concern, as referenced in its audited financial
statements attached to this Current Report.
Voyager will require substantial additional funds to fulfill its
business plan and successfully commercialize its technology. Voyager intends
to raise these needed funds from private placements of its securities, debt
financing or internally generated funds from the licensing of its technology
or the sale of products.
Narrative Description of Business
Agreement and Plan of Reorganization
On January 30, 2002 Voyager entered into an Agreement with the
exchanging members of Outland Development, LLC, ("OD"), a Nevada limited
liability company (hereinafter referred to as "OD Members"). Voyager obtained
the Membership Interests in exchange (the "Exchange") for 15 million shares
of its Common Stock, par value $.001 per share. Prior to the completion of
the Exchange, there were 21.6 million shares of Common Stock issued and
outstanding of Voyager, of which 3.6 million shares were held by the Rainbird
Trust, 6 million shares were held by Gregg R. Giuffria, 6 million shares were
held by Richard L. Hannigan, Sr., and 6 million shares were held by Veldon
Simpson. After the completion of the Exchange, there existed 36.6 million
shares of Common Stock of Voyager, of which the OD Members possessed 33
million shares.
Pursuant to the terms and conditions of the Agreement, Voyager took
control of the interests of OD. All operations are the sole responsibility
and under the sole control of Voyager.
Technology Introduction
Voyager intends to plan, finance, construct, develop, operate and own
the Project consisting of, among other things, a first-class "Ferris Wheel"
along with retail space and a parking garage to be located on the "Las Vegas
Strip," located in Las Vegas, Nevada. The Project will include (i) the
"Ferris Wheel" and its related amenities, (ii) a retail mall with
approximately 50,000 square feet of leaseable space, (iii) a parking garage,
(iv) all real property interests at the site, and (v) such other developments
as Owner and Operator mutually agree to include in the Project.
PRINCIPAL STOCKHOLDERS OF DAKOTA
The following table sets forth as of the day after closing of the
Merger, the beneficial ownership of the Dakota common stock of each
beneficial owner of more than 5% of the common stock, director, officer and
all directors and officers of Dakota as a group:
Number Percent Number Percent
of Shares Of of Shares Of
Common Class Preferred Class
Name of Owner (1) (2) (3) (2)
Officers and Directors of the
Registrant
Gregg Giuffria, CEO & Director 6,000,000 18% 500,000 33.33%
Richard Hannigan, President,
Secretary, Treasurer & Director 6,000,000 18% 500,000 33.33%
Veldon Simpson, Director 6,000,000 18% 500,000 33.33%
--------------------------------------
Officers and Directors as a Group 18,000,000 54% 1,500,000 100%
--------------------------------------
Beneficial Owners
Rainbird Trust 3,600,000 11% -0- -0-
Brian Gale 1,750,000 5% -0- -0-
Chad Kunz 2,250,000 7% -0- -0-
Dale Nelson 1,750,000 5% -0- -0-
-------------------------------------
Beneficial Owners as a Group 9,350,000 28% -0- -0-
-------------------------------------
Officers, Directors and Beneficial
Owners as a Group 27,350,000 82% 1,500,000 100%
======================================
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of, a security).
(2) Figures are rounded to the nearest percentage.
(3) The Series A Preferred Converts to Common Stock at 1 share of Preferred
for 10 shares of Common. Each share of Series A Preferred has 10 to 1 voting
rights.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Voyager has numerous related party transactions with Synthetic Systems,
Inc. ("Synthetic"). Synthetic is a company owned 100% by Richard Hannigan,
Sr., President of the Registrant. Synthetic advances funds when needed for
operating purposes. These advances bear interest at 5% per annum and are
payable upon demand. Interest expense totaled $150, $2,000 and $1,500,
respectively, as of January 31, 2002, and December 31, 2001 and 2000. As of
January 31, 2002, Voyager had a balance due to Synthetic in the amount of
$46,356.
Additionally, Voyager has received funds from Greg Giuffria and Veldon
Simpson, both officers and directors of the Registrant, from time to time in
the past. As of January 31, 2002, Voyager had a balance due to Mr. Giuffria
of $1,884 and a balance due to Mr. Simpson of $834.
MANAGEMENT
Pursuant to the terms of the Merger Agreement, the then current board of
directors of the Registrant, consisting of Frances Hedman, Lawrence Nieters
and Joel Nieters, appointed the following directors, which in turn elected
the officers. Subsequent to their appointment of the new directors, the old
directors resigned. The members of our board of directors serve for one year
terms and are elected at the next annual meeting of shareholders, or until
their successors have been elected. The officers serve at the pleasure of
the board of directors. Information as to the directors and executive
officers are as follows:
Positions and Offices
With Voyager
Name Age Post Merger
Gregg Giuffria 50 CEO, Chairman and Director
Richard L. Hannigan, Sr. 53 President, Secretary, Treasurer and Director
Veldon Simpson 61 Director
Gregg Giuffria, age 50, is Chairman of the Board/Chief Executive Officer and
Director of Dakota Imaging, Inc. Mr. Giuffria was a member of Outland
Development LLC from October, 2000 through the Voyager transaction, January
30, 2002. From April, 1997 to October, 2000, Mr. Giuffria served as President
and COO of Full House Resorts, Inc. The companies business is the
development and management of hotel, casino, resort and amusement park
projects. From November, 1995 to November, 1996, Mr. Giuffria was vice-
president of corporate development for Casino Data Systems, Inc. Casino Data
Systems, Inc.'s business was data and accounting software and slot machine
manufacturing. Mr. Giuffria also owned and controlled the patent rights and
sub-license rights of "The Telnaes Patent," a gaming and casino patent.
These rights were subsequently sold to Casino Data Systems, Inc. and
International Game Technology; sublicenses were granted to other companies as
well.
Richard L. Hannigan, Sr., age 53, is President/Secretary/Treasurer and
Director of Dakota Imaging, Inc. Mr. Hannigan has been President of a
design/construction company, Synthetic Systems, Inc. since 1991. This
company specializes in custom designs for interior and exterior casino
construction. Under Mr. Hannigan's control Synthetic Systems, Inc. has been
involved in several casino projects in Las Vegas, including the Luxor Hotel
Casino, interior themed areas and exterior main entry Sphinx. Prior to
Synthetic Systems, Inc., Mr. Hannigan owned and operated two consulting and
construction companies from 1983-1991. These companies, Architectural
Services, Inc. and Architectural Systems, Inc., respectively have been
responsible for construction projects located in Las Vegas, Palm Springs, Los
Angeles and Salt Lake City. Mr. Hannigan, consulted for exterior glazing and
exotic fenestrations on commercial as well as casino companies, in Las Vegas.
Veldon Simpson, age 61, is a Director of Dakota Imaging, Inc. Mr. Simpson
graduated from Arizona State University's five year architectural Program and
holds Masters Degree in Architecture. Mr. Simpson, for the past 35 years has
been the owner of Veldon Simpson-Architect, Inc., the Architect of Record for
many projects and each of the projects was personally designed by Mr.
Simpson, some of the projects are: MGM Grand Hotel & Casino, Excalibur Hotel
& Casino, Luxor Hotel & Casino, Circus-Circus Skyrise Hotel, Colorado Belle
Hotel & Casino, Edgewater Hotel & Casino, San Remo Hotel & Casino, Avi Hotel
& Casino, Casa Blanca Hotel & Casino, Riviera Hotel & Casino, Dobson Ranch
Inn, & Scottsday Inn, Casino Royale, Waco Casino in Sanya City, Hainan
Province, Mainland China, Remodeled the Dunes Casino, and the Sands Casino &
Expo Center, Palace Station Hotel & Casino, Big Bear California Sky Lodge and
The Inn at The Space Needle in Seattle, WA. As Architect of Record for the
World's Largest Casino's, the company of Veldon Simpson-Architect, Inc., was
rated #1 in the USA for the years 1991-1993.
There are no family relationships between any of the above persons
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The following discussion is qualified in its entirety by reference to
the Dakota Charter Documents.
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
100,000,000 shares of Common Stock, $.001par value per share, of which
approximately 34,015,000 shares were outstanding as of the date of this
Current Report. Holders of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the stockholders. Holders of
common stock have no cumulative voting rights. Holders of shares of common
stock are entitled to share ratably in dividends, if any, as may be declared,
from time to time by the Board of Directors in its discretion, from funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, the holders of shares of common stock are entitled
to share pro rata all assets remaining after payment in full of all
liabilities including distributions to preferred stockholders, if any.
Holders of common stock have no preemptive rights to purchase the Company's
common stock. All of the outstanding shares of common stock are validly
issued, fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation also authorizes the issuance of
50,000,000 shares of Preferred Stock, $.001 par value per share, of which
there were 1,500,000 shares of Series A Preferred Stock outstanding as of the
date of this Current Report. The Series A Preferred shares convert to Common
Stock at one share of Series A Preferred for ten shares of Common Stock.
Additionally, the Series A Preferred shares carry ten shares to one share
voting right.
The remaining authorized shares of Preferred Stock may be issued from
time to time by the Board of Directors as shares of one or more classes or
series. Subject to the provisions of the Company's Articles of Incorporation
and limitations imposed by law, the Board of Directors is expressly
authorized to adopt resolutions to issue the shares, to fix the number of
shares and to change the number of shares constituting any series, and to
provide for or change the voting powers, designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any class or series of the
Preferred Stock, in each case without any further action or vote by the
stockholders.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest,
merger or otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to the Board
of Director's authority described above may adversely affect the rights of
holders of Common Stock. For example, Preferred stock issued by the Company
may rank prior to the Common Stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of Common Stock. Accordingly, the issuance of shares
of Preferred Stock may discourage bids for the Common Stock at a premium or
may otherwise adversely affect the market price of the Common Stock.
Price Range of Shares and Dividends
As of March 1, 2002, there were approximately 67 record holders of
Common Shares. The Common Stock is quoted on the OTC:BB under the symbol
"DAKI", however no trades have occurred as of the date of this filing. The
Company's Transfer Agent and Registrar is The Nevada Agency and Trust
Company. The Company has not declared or paid any dividends on the Common
Stock and does not intend to do so in the near future.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
In January 2002, the Registrant effectuated a 5 for 1 forward split of
its 11,723,000 then issued and outstanding shares of common stock resulting
in the Registrant having 58,615,000 shares of issued and outstanding common
stock. Concurrent with the closing of the Merger and the execution of the
Property Transfer Agreement, 47,000,000 shares of the Registrant's common
stock was cancelled. Additionally, simultaneously upon closing of the Merger
2,160,000 shares of the Series A preferred stock immediately converted into
21,600,000 shares of common stock, resulting in 33,215,000 shares of common
stock issued and outstanding as of the date of closing of the Merger.
Concurrent with the consummation of the Merger, the Registrant
transferred its principal executive office to 4483 West Reno Avenue, Las
Vegas, NV 89118.
Sale of Unregistered Securities
In February of 2002, the Company issued 800,000 shares of unregistered
common stock in exchange for $400,000. The shares were deemed to have been
issued pursuant to an exemption provided by Rule 506 of Regulation D (to an
accredited investor) promulgated under the Securities Act of 1933.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the terms of the Merger Agreement, the board of directors of
the Registrant, consisting of Lawrence Nieters, Joell Nieters and Frances
Hedman, appointed Gregg Giuffria, Veldon Simpson, and Richard Hannigan as new
directors of the Registrant to serve until the next annual meeting of
shareholders, or until their successors have been elected. Following their
appointment of new directors, Lawrence Nieters, Joell Nieters and Frances
Hedman resigned as directors of the Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The Unaudited Proforma Consolidated Balance Sheet of Dakota Imaging, Inc.
(the "Company") as of February 15, 2002 (the "Proforma Balance Sheet") has
been prepared to illustrate the estimated effect of the reverse triangular
merger of the Company, Voyager Ventures, Inc. and Subsidiary ("Voyager") and
Dakota Subsidiary Corp. ("DSC"). A Proforma Consolidated Statement of
Operations is not necessary since the acquisition is being accounted for as a
public shell merger. The Proforma Balance Sheet does not reflect any
anticipated cost savings from the acquisitions, or any synergies that are
anticipated to result from the acquisition, and there can be no assurance
that any such cost savings or synergies will occur. The Proforma Balance
Sheet also gives effect to the sale of 800,000 shares of the Company's common
stock. The Proforma Balance Sheet does not purport to be indicative of the
financial position of the Company that would have actually been obtained had
such acquisition been completed as of the assumed date. The proforma
adjustments are described in the accompanying notes and are based upon
available information and certain assumptions that the Company believes are
reasonable.
DAKOTA IMAGING, INC.
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
FEBRUARY 15, 2002
Voyager
Dakota Dakota Ventures,
Imaging, Subsidiar Inc. and Consolidat-
Inc. y Corp. Subsidiary Combined Reclasses ed
ASSETS
CURRENT
ASSETS
Cash
and cash
equivale
nts $1,443 $- $10,411 $11,854 A (1,443) $ 410,411
D 400,000
Accounts
receivab
le 51,196 - - 51,196 A (51,196) -
------- --------- ---------- -------- --------- ----------
Total
current
assets 52,639 - 10,411 63,050 (347,361) 410,411
Investme
nt 62,739 - - 62,739 A (62,739) -
Goodwill - - - - B 5,000,000 5,000,000
Property
and
equipmen
t 55,225 - - 55,225 A (55,225) -
Deferred
tax
benefits 84,697 - - 84,697 A (84,697) -
------- --------- ---------- -------- --------- ----------
TOTAL
ASSETS $255,300 - $10,411 $265,711 5,144,700 $5,410,411
======== ========= ========== ======== ========= ==========
LIABILIT
IES AND
STOCKHOL
DERS'
DEFICIEN
CY
CURRENT
LIABILIT
IES
Accounts
payable
and
accrued $ 8,358 $- $112,000 $120,358 A (8,358) $ 112,000
expenses
Due to
related
parties - - 49,074 49,074 - 49,074
Note
payable 10,474 - - 10,474 A (10,474) -
------- --------- ---------- -------- --------- ----------
Total
current
liabilit
ies 18,832 - 161,074 179,906 (18,832) 161,074
Notes
payable
- long-
term 44,906 - - 44,906 A (44,906) -
------- --------- ---------- -------- --------- ----------
TOTAL
LIABILIT
IES 63,738 - 161,074 224,812 (63,738) 161,074
------- --------- ---------- -------- --------- ----------
The accompanying notes are an integral part of these unaudited proforma
consolidated financial statements.
DAKOTA IMAGING, INC.
CONSOLIDATED UNAUDITED PROFORMA BALANCE SHEET (Continued)
FEBRUARY 15, 2002
Voyager
Dakota Dakota Ventures,
Imaging, Subsidia Inc. and Consolidat-
Inc. ry Corp. Subsidiar Combined Reclasses ed
y
STOCKHOL
DERS'
EQUITY
Series A
preferre
d stock
- - - - B 3,660 1,500
C (2,160)
Common
stock 58,615 - 36,600 95,215 - 34,015
A (47,000)
B (36,600)
C 21,600
D 800
Deferred
consulta
nts
contract
(108,281) - - (108,281) E 108,281 -
Addition
al paid-
in
capital 382,135 - 26,400 408,535 D 399,200 5,427,485
B 5,032,940
C (19,440)
E (249,188)
A (144,562)
Accumula
ted
other
comprehe
nsive
income 1,582 - - 1,582 E (1,582) -
Deficit
accumula
ted
during
developm
ent
stage (142,489) - (213,663 (356,152) E 142,489 (213,663)
--------- -------- --------- ---------- --------- ----------
Total
stockhol
ders'
equity
(deficie
ncy) 191,562 - (150,663) 40,899 5,208,438 5,249,337
--------- -------- --------- ---------- --------- ----------
TOTAL
LIABILIT
IES AND
STOCKHOL
DERS'
EQUITY 255,300 - 10,411 265,711 5,144,700 5,410,411
========= ======== ========= ========== ========= =========
The accompanying notes are an integral part of these unaudited proforma
consolidated financial statements.
DAKOTA IMAGING, INC.
NOTES TO UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
NOTE 1 - For the purposes of this proforma consolidated balance sheet,
January 31, 2002 audited information was used for Voyager, and
January 31, 2002 reviewed information was used for Dakota Imaging,
Inc. and Dakota Subsidiary Corp.
NOTE 2 - The following is a description of the proforma adjustments as of
February 15, 2002 for the proforma balance sheet:
a) To record the cancellation of 47,000,000 shares of Common Stock in
exchange for certain assets and liabilities of Dakota Imaging, Inc. as per
the property transfer agreement.
b) To record the issuance of 3,660,000 shares of Series A Preferred Stock
of Dakota Imaging, Inc. These shares were issued as consideration for the
100% of Voyager's Outstanding Common Stock as per the agreement and plan of
merger dated February 1, 2002. These shares were valued at $5,000,000.
c) To record the conversion of 2,160,000 shares of Series A Preferred Stock
into 21,600,000 shares of Dakota Imaging Inc. Common Stock.
d) To record the issuance of 800,000 shares of the Company's common stock
for $400,000.
e) To record the consolidation of the public shell Company, as well as the
reverse acquisition entries.
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2002
AND
DECEMBER 31, 2001 AND 2000
INDEX
Independent auditors' report 13
Consolidated balance sheets 14
Consolidated statements of operations 15
Consolidated statement of stockholders' equity 16-17
Consolidated statements of cash flows 18
Notes to consolidated financial statements 19-24
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
VOYAGER VENTURES, INC.
We have audited the accompanying balance sheets of Voyager Ventures, Inc. and
Subsidiary (A Development Stage Company) as of January 31, 2002, December 31,
2001 and 2000, and the related statements of operations, stockholders'
equity, and cash flows for the period from January 1, 2002 to January 31,
2002, the years ending December 31, 2001 and 2000, and for the period from
inception (March 1, 1997) to January 31, 2002. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Voyager
Ventures, Inc. and Subsidiary as of January 31, 2002, December 31, 2001 and
2000, and the results of its operations and its cash flows for the period
from January 1, 2002 to January 31, 2002, the years ending December 31, 2001
and 2000, and for the period from inception (March 1, 1997) to January 31,
2002 in conformity with accounting principles generally accepted in the
United States of America.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
Los Angeles, California
February 20, 2002
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
January 31, December 31,
2002 2001 2000
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 10,411 $ 256 $ -
Prepaid expenses - 267 -
----------------------------------
TOTAL ASSETS $ 10,411 $ 523 $ -
==================================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 112,000 $ 110,000 15,000
Bank overdraft - - 1,348
Due from related parties 49,074 44,148 35,845
----------------------------------
Total liabilities 161,074 154,148 52,193
----------------------------------
Commitments and contingencies - - -
STOCKHOLDERS' DEFICIENCY
Preferred series A stock, $.001 par value;
25,000,000 shares authorized;
-0- shares issued or outstanding - - -
Common stock, $.001 par value;
500,000,000 shares authorized; 36,600,000
15,000,000 and 15,000,000 shares issued and
outstanding 36,600 15,000 15,000
Additional paid-in capital 26,400 20,000 20,000
Deficit accumulated during
development stage (213,663) (188,625) (87,193)
---------------------------------
Total Stockholders' Deficiency (150,663) (153,625) (52,193)
---------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 10,411 $ 523 $ 52,193
=================================
The accompanying notes are an integral part of the consolidated financial
statements.
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Period For the Period
From January 1, From Inception
2002 to For the Year Ended (March 1,1997)
January 31, December 31, to December 31,
2002 2001 2000 2001
NET SALES $ - $ - $ - $ -
------------------------------------------
OPERATING EXPENSES
Project costs - 2,813 5,526 47,736
Professional and consulting fees 18,000 93,176 29,575 142,389
Rent expense 2,325 - - 2,325
Other operating expenses 4,713 5,443 3,182 21,213
------------------------------------------
Total operating expenses 25,038 101,432 38,283 213,663
------------------------------------------
LOSS FROM OPERATIONS (25,038) (101,432) (38,283) (213,663)
------------------------------------------
NET LOSS $ (25,038) $(101,432) $(38,283) $(213,663)
==========================================
The accompanying notes are an integral part of the consolidated financial
statements.
VOYAGER VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO JANUARY 31, 2002
Preferred
Series A Stock Common Stock
Shares Amount Shares Amount
Balance at inception - March 1, 2000
(as restated for reorganization) - - 15,000,000 15,000
Net loss for year ended
December 31, 1997 - - - -
----- ------- ---------- --------
Balance at December 31, 1997 - - 15,000,000 15,000
Net loss for year ended
December 31, 1998 - - - -
----- ------- ---------- --------
Balance at December 31, 1998 - - 15,000,000 15,000
Net loss for year ended
December 31, 1999 - - - -
----- ------- ---------- --------
Balance at December 31, 1999 - - 15,000,000 15,000
Net loss for year ended
December 31, 2000 - - - -
----- ------- ---------- --------
Balance at December 31, 2000 - - 15,000,000 15,000
VOYAGER VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO JANUARY 31, 2002
(Continued)
Deficit
Accumulated
Additional During the Total
Paid-in Development Stockholders
Capital Stage Equity
Balance at inception - March 1,
2000
(as restated for reorganization) 20,000 - 35,000
Net loss for year ended
December 31, 1997 - (34,361) (34,361)
---------- ----------- -----------
Balance at December 31, 1997 20,000 (34,361) 639
Net loss for year ended
December 31, 1998 - (11,121) (11,121)
---------- ----------- -----------
Balance at December 31, 1998 20,000 (45,482) (10,482)
Net loss for year ended
December 31, 1999 - (3,428) (3,428)
---------- ----------- -----------
Balance at December 31, 1999 20,000 (48,910) (13,910)
Net loss for year ended
December 31, 2000 - (38,283) (38,283)
---------- ----------- -----------
Balance at December 31, 2000 20,000 (87,193) (52,193)
The accompanying notes are an integral part of the consolidated financial
statements.
VOYAGER VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (Continued)
FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO JANUARY 31, 2002
Preferred
Series A Stock Common Stock
Shares Amount Shares Amount
Balance at December 31, 2000 - - 15,000,000 15,000
Net loss for year ended
December 31, 2001 - - - -
----- ------ ---------- --------
Balance at December 31, 2001 - - 15,000,000 15,000
Issuance of common stock for
services - - 18,000,000 18,000
Issuance of common stock for cash - - 3,600,000 3,600
Net loss for the period from January
1
to January 31, 2002 - - - -
----- ------ ---------- --------
Balance at January 31, 2002 - - 36,600,000 36,600
===== ====== ========== ========
VOYAGER VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (Continued)
FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO JANUARY 31, 2002
Deficit
Accumulated
Additional During the Total
Paid-in Development Stockholders
Capital Stage Equity
Balance at December 31, 2000 20,000 (87,193) (52,193)
Net loss for year ended
December 31, 2001 - (101,432) (101,432)
---------- ----------- -----------
Balance at December 31, 2001 20,000 (188,625) (153,625)
Issuance of common stock for - - 18,000
services
Issuance of common stock for cash 6,400 - 10,000
Net loss for the period from
January 1
to January 31, 2002 - (25,038) (25,038)
---------- ----------- -----------
Balance at January 31, 2002 26,400 (213,663) (150,633)
========== =========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Period For the Period
From January 1, From Inception
2002 to For the Year Ended (March 1, 1997)
January 31, December 31, to January 31,
2002 2001 2000 2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(25,038) $(101,432) $(38,283) $(213,663)
Adjustments to Reconcile Net
Loss to Net
Cash Used In Operating Activities:
Issuance of common stock
for services 18,000 - - 18,000
Changes in certain assets
and liabilities:
Increase in Prepaid Expenses 267 (267) - -
Increase in Accounts Payable
and Accrued Expenses 2,000 95,000 15,000 112,000
----------------------------------------
NET CASH USED IN OPERATING
ACTIVITIES ( 4,771) (6,699) (23,283) (83,663)
----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Members' Contributions - - - 35,000
Proceeds from sale of common stock 10,000 - - 10,000
Increase in due to related parties 4,926 8,303 21,804 49,074
Increase (decrease) in
bank overdraft - (1,348) 1,348 -
----------------------------------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 14,926 6,955 23,152 94,074
----------------------------------------
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS 10,155 256 (131) 10,411
CASH AND CASH EQUIVALENTS
- BEGINNING 256 - 131 -
----------------------------------------
CASH AND CASH EQUIVALENTS
- ENDING $10,411 $ 256 $ - $ 10,411
=========================================
CASH PAID DURING THE YEAR FOR:
Interest Expense $ - $ - $ - $ -
=========================================
Income Taxes $ - $ - $ - $ -
=========================================
NON-CASH FINANCING ACTIVITY:
* For the period from January 1, 2002 to January 31, 2002, the Company
issued 18,000,000 shares for services, totaling $18,000.
The accompanying notes are an integral part of the consolidated financial
statements.
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements include
the accounts of Voyager Ventures, Inc. (the "Company" or
"Voyager"), incorporated under the laws of the State of Nevada on
January 15, 2002 and its wholly owned subsidiary, Outland
Development, LLC ("Outland"), a limited liability company formed
under the laws of the State of Nevada on March 1, 1997. The
Company is currently a development stage enterprise under the
provisions of Statement of Financial Accounting Standards
("SFAS") No. 7.
The Company entered into an agreement and Plan of Reorganization
(the "Reorganization"), dated as of January 30, 2002 with
Outland, whereby the Company issued 15,000,000 shares of its
common stock in exchange for 100% of Outland's membership
interest.
This merger transaction has been accounted for in the
consolidated financial statements as a reverse acquisition. As a
result of this transaction, the former members of Outland
acquired or exercised control over a majority of the shares of
the Company before and after the reorganization. Accordingly, the
transaction has been treated for accounting purposes as a
recapitalization of Outland; therefore, these consolidated
financial statements represent a continuation of Outland, not the
Company. In accounting for this transaction:
i.) Outland is deemed to be the purchaser and surviving company for
accounting purposes. Accordingly, its net assets are included in the
balance sheet at their historical book values; and
ii.) The consolidated financial statement presented include the
accounts of Outland from its inception (March 1, 1997).
Line of Business
The Company is planning the development of the world's
tallest Ferris Wheel, which will house various revolving retail
stores including restaurants.
Use of 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
The Company considers all highly liquid investments
purchased with original maturities of three months or less to be
cash equivalents.
Concentration of Credit Risk
The Company places its cash in what it believes to be credit-
worthy financial institutions and, at times, may exceed the FDIC
$100,000 insurance limit.
Inventory
Inventory is carried at the lower of cost or market
utilizing the first-in, first-out method (FIFO). Currently,
inventories consist of sample products used for marketing
purposes.
Property and Equipment
Property and equipment is recorded at cost. Depreciation
is computed using the straight-line method based upon the
estimated useful lives of the various classes of assets.
Maintenance and repairs are charged to expense as incurred.
Income Taxes
Income taxes are provided for based on the asset and
liability method of accounting pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred income taxes, if any,
are recorded to reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end.
Stock-Based Compensation
SFAS No. 123,
"Accounting for Stock-Based Compensation," establishes accounting
policies for stock and stock-based awards issued to employees and
non-employees for services rendered and goods received. The
Company records transactions in which services or goods are
rendered or received from non-employees for the issuance of
equity securities based on the fair value of the Company's stock
at the date the services are rendered or goods received.
Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for the reporting and display of comprehensive income
and its components in the financial statements. As of February
15, 2002, the Company has no items that represent comprehensive
income and, therefore, has not included a schedule of
comprehensive income in the financial statements.
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
On June 29, 2001, SFAS No. 141, "Business Combinations," was
approved by the FASB, which requires that the purchase method of
accounting be used for all business combinations initiated after
June 30, 2001. Goodwill and certain intangible assets will
remain on the balance sheet and not be amortized. On an annual
basis, and when there is reason to suspect that their values have
been diminished or impaired, these assets must be tested for
impairment, and write-downs may be necessary. The Company is
required to implement SFAS No. 141 on January 1, 2002 and it has
not determined the impact, if any, that this statement will have
on its consolidated financial position or results of operations.
On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible
Assets", was approved by the FASB, which changes the accounting
for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill recorded
in past business combinations, will cease upon adoption of this
statement. The Company is required to implement SFAS No. 142 on
January 1, 2002 and it has not determined the impact, if any,
that this statement will have on its consolidated financial
position or results of operations.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company had related party transactions with several officers,
directors and other related parties as follows:
Due to Related Parties
January 31, December 31,
2002 2001 2000
(a) Synthetic Systems, Inc $ 46,356 $ 41,430 $ 35,845
Greg Giuffria 1,884 1,884 -
Veldon Simpson 834 834 -
------------------------------------
$ 49,074 $ 44,148 $ 35,845
=====================================
(a) The Company has
numerous related party transactions with Synthetic Systems,
Inc. ("Synthetic"). Synthetic is a company owned 100% by a
shareholder of the Company. Synthetic advances funds when
needed for operating purposes. These advances bear interest
at 5% per annum and are payable upon demand. Interest
expense totaled $150, $2,000 and $1,500, respectively, as of
January 31, 2002, and December 31, 2001 and 2000.
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES
Prior to December 31, 2001, Outland reported its income
taxes as a limited liability company and, as such, reported its
income as a partnership whereby liability or taxes was that of
the individual members rather than that of the Company.
For the period from January 1, 2001 to January 31, 2002, the
components of the provision for income taxes were as follows:
January 31,
2002
Current Tax Expense
U.S. Federal $ -
State and Local -
--------------
Total Current -
--------------
Deferred Tax Expense
U.S. Federal -
State and Local -
--------------
Total Deferred -
--------------
Total Tax Provision $ -
==============
The reconciliation of the effective income tax rate to the Federal
statutory rate is as follows:
Federal Income Tax Rate 34.0%
Deferred Tax Charge (Credit) -
Effect of Valuation Allowance (34.0)%
State Income Tax, net of Federal Benefit -
-------
Effective Income Tax Rate 0.0%
=======
At January 31, 2002, the Company had net carryforward losses
of approximately $25,000. Because of the current uncertainty of
realizing the benefit of the tax carryforward, a valuation
allowance equal to the deferred tax assets benefit for the loss
carryforward has been established. The full realization of the
tax benefit associated with the carryforward depends
predominantly upon the Company's ability to generate taxable
income during the carryforward period.
Deferred tax assets and liabilities reflect the net tax
effect of temporary differences between the carrying amount of
assets and liabilities for financial reporting purposes and
amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities were as
follows:
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES (Continued)
January 31,
2002
Deferred Tax Assets
Loss Carryforwards $ 8,500
Less: Valuation Allowance ( 8,500)
------------
Net Deferred Tax Assets $ -
============
Net operating loss carryforwards expire through 2021. Per
year availability is subject to change of ownership limitations
under Internal Revenue Code Section 382.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
During January 2002, the
Company entered into a month-to-month office lease totaling
approximately $2,500 per month.
NOTE 5 - STOCKHOLDERS' EQUITY
Common stock
The aggregate number of shares of common stock that the
Company has authority to issue is 500,000,000 shares at a par
value of $0.001. As of January 31, 2002, 36,600,000 shares were
issued and outstanding.
On January 15, 2002, the Company issued 18,000,000 shares of
common stock in exchange for services performed.
On January 15, 2002, the Company issued 3,600,000 shares of
common stock for $10,000.
On January 30, 2002, the Company issued 15,000,000 shares of
common stock for the acquisition of Outland (see Note 1).
VOYAGER VENTURES, INC.
AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - STOCKHOLDERS' EQUITY (Continued)
Preferred Series A stock
The aggregate number of shares of Preferred series A stock
that the Company had authority to issue is 25,000,000 shares at a
par value of $0.001. These shares are have full voting rights
and are convertible to 10 shares of common stock for every 1
share issued one year from the date of issue. As of January 31,
2002, no shares of Preferred series A stock were issued or
outstanding.
NOTE 6 - SUBSEQUENT EVENTS
Voyager entered into an agreement and Plan of Merger (the
"Agreement"), dated as of February 1, 2002, among Dakota Imaging,
Inc., a North Dakota corporation ("Dakota"); Dakota Subsidiary
Corp., a Nevada corporation ("DSC"); and Voyager.
The agreement became effective February 8, 2002 when Voyager
completed a reverse triangular merger between DSC and Dakota,
whereby Dakota issued 3,660,000 shares of its Series A preferred
stock in exchange for 100% of Voyager's outstanding common stock.
Pursuant to the terms of the merger, Voyager merged with DSC
wherein DSC ceased to exist and Voyager became a wholly owned
subsidiary of Dakota.
The Series A preferred stock carries the following rights and
preferences:
* 10 to1 voting rights per share;
* Each share has 10 for 1 conversion rights to shares of common
stock (every 1 share of Series A preferred stock has the right to convert
into 10 shares of common stock)
* No redemption rights
* No face value
Concurrent with the closing of the Merger, 2,160,000 shares of the
Series A preferred stock were immediately converted into 21,600,000
shares of Dakota's common stock.
OUTLAND DEVELOPMENT LLC
(A Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
INDEX
Independent auditors' report 26
Balance sheets 27
Statements of operations and members' deficiency 28
Statements of cash flows 29
Notes to financial statements 30 - 32
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND MEMBERS' OF
OUTLAND DEVELOPMENT LLC
We have audited the accompanying balance sheets of Outland Development LLC (A
Development Stage Company) as of December 31, 2001 and 2000, and the related
statements of operations and members' deficiency, and cash flows for the
years then ended and for the period from inception (March 1, 1997) to
December 31, 2001. 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 audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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
audits provide 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 Outland Development LLC as
of December 31, 2001 and 2000, and the results of its operations and its cash
flows for the years then ended and for the period from inception (March 1,
1997) to December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
Los Angeles, California
February 8, 2002
OUTLAND DEVELOPMENT LLC
(A Development Stage Company)
BALANCE SHEETS
December 31,
2001 2000
ASSETS
CURRENT ASSETS $ 256 $ -
Cash and cash equivalents 267 -
Prepaid Expenses
-------------------------------
TOTAL ASSETS $ 523 $ -
===============================
LIABILITIES AND MEMBERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 110,000 15,000
Bank overdraft - 1,348
Due from related parties 44,148 35,845
------------------------------
TOTAL LIABILITIES 154,148 52,193
------------------------------
Commitments and contingencies - -
MEMBERS' DEFICIENCY (153,625) (52,193)
------------------------------
TOTAL LIABILITIES AND MEMBERS' DEFICIENCY $ 523 $ -
==============================
The accompanying notes are an integral part of the financial statements.
OUTLAND DEVELOPMENT LLC
(A Development Stage Company)
STATEMENTS OF OPERATIONS AND MEMBERS' DEFICIENCY
For the Period
from inception
For the Year Ended (March 1, 1997)
December 31, December 31,
2001 2000 2001
NET SALES $ - $ - $ -
-------------------------------------------
OPERATING EXPENSES
Project Costs 2,813 5,526 47,736
Professional fees 93,176 29,575 124,389
Other operating expenses 5,443 3,182 16,500
-------------------------------------------
Total Operating Expenses 101,432 38,283 (188,625)
-------------------------------------------
LOSS FROM OPERATIONS (101,432) (38,283) (188,625)
NET LOSS (101,432) (38,283) (188,625)
MEMBERS DEFICIENCY - BEGINNING (52,193) (13,910) -
MEMBERS' CONTRIBUTIONS - - 35,000
-------------------------------------------
MEMBERS' DEFICIENCY $ (153,625) $ (52,193) $ (153,625)
===========================================
The accompanying notes are an integral part of the financial statements.
OUTLAND DEVELOPMENT LLC
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period
from inception
For the Year Ended (March 1, 1997)
December 31, to December 31,
2001 2000 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(101,432) $(38,283) $(188,625)
Adjustments to Reconcile Net Loss to Net
Cash Used In Operating Activities:
Increase in Prepaid Expenses (267) - (267)
Increase in Accounts Payable
and Accrued Expenses 95,000 15,000 110,000
--------------------------------
NET CASH USED IN OPERATING ACTIVITIES (6,699) (23,283) (78,892)
--------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Members' Contributions - - 35,000
Increase in due to related parties 8,303 21,804 44,148
Increase (decrease) in bank overdraft (1,348) 1,348 -
--------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 6,955 23,152 79,148
--------------------------------
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS 256 (131) 256
CASH AND CASH EQUIVALENTS - BEGINNING - 131 -
--------------------------------
CASH AND CASH EQUIVALENTS - ENDING $ 256 $ - $ 256
================================
CASH PAID DURING THE YEAR FOR:
Interest Expense $ - $ - $ -
================================
Income Taxes $ - $ - $ -
================================
The accompanying notes are an integral part of the financial statements.
OUTLAND DEVELOPMENT LLC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Outland Development LLC (the "Company"), is currently a
development stage enterprise under the provisions of Statement of
Financial Accounting Standards No. 7 ("SFAS No. 7"). The Company
was formed under the laws of the State of Nevada on March 1, 1997
as a development vehicle to explore real estate investment
opportunities.
Use of 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments
purchased with original maturities of three months or less to be
cash equivalents.
Concentration of Credit Risk
The Company places its cash in what it believes to be credit-
worthy financial institutions and, at times, may exceed the FDIC
$100,000 insurance limit.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash, cash
equivalents, accounts payable and accrued expenses. The carrying
amounts of cash and cash equivalents, accounts payable and
accrued expenses approximate fair value due to the highly liquid
nature of these short-term instruments.
Income Tax
The Company is a limited liability company and, as such, chooses
to report its income as a partnership whereby liability for taxes
is that of the individual members rather than that of the
Company.
OUTLAND DEVELOPMENT LLC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income" establishes
standards for the reporting and display of comprehensive income
and its components in the financial statements. As of December
31, 2001 and 2000, the Company has no items that represent
comprehensive income and, therefore, has not included a schedule
of comprehensive income in the financial statements.
Recent Accounting Pronouncements
On June 29, 2001, SFAS No. 141, "Business Combinations", was
approved by the FASB. SFAS 141 requires that the purchase method
of accounting be used for all business combinations initiated
after June 30, 2001 and 2000. Goodwill and certain intangible
assets will remain on the balance sheet and not be amortized. On
an annual basis, and when there is reason to suspect that their
values have been diminished or impaired, these assets must be
tested for impairment, and write-downs may be necessary. The
Company is required to implement SFAS No. 141 on January 1, 2002
and it has not determined the impact, if any, that this statement
will have on its consolidated financial position or results of
operations.
On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible
Assets", was approved by the FASB. SFAS No. 142 changes the
accounting for goodwill from an amortization method to an
impairment-only approach. Amortization of goodwill, including
goodwill recorded in past business combinations, will cease upon
adoption of this statement. The Company is required to implement
SFAS No. 142 on January 1, 2002 and it has not determined the
impact, if any, that this statement will have on its consolidated
financial position or results of operations.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company received advances from related parties and had the
following related party payables as of:
December 31,
2001 2000
Synthatic Systems, Inc $ 41,430 $ 35,845
Greg Giuffria 1,884 -
Veldon Simpson 834 -
------------------------------
$ 44,148 $ 35,845
==============================
OUTLAND DEVELOPMENT LLC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
NOTE 3 - SUBSEQUENT EVENTS
a) The Company entered into
an agreement and Plan of Reorganization (the "Reorganization"),
dated as of January 30, 2002 with Voyager Ventures, Inc., a
Nevada corporation ("Voyager"). The agreement became effective
February 1, 2002, whereby Voyager issued 15,000,000 shares of its
common stock in exchange for 100% of the Company's membership
interest. Pursuant to the terms of the reorganization, the
Company became the 100% owned subsidiary of Voyager.
b) Voyager entered into an
agreement and Plan of Merger (the "Agreement"), dated as of
February 1, 2002, among Dakota Imaging, Inc., a North Dakota
corporation ("Dakota"); Dakota Subsidiary Corp., a Nevada
corporation ("DSC"); and Voyager Ventures, Inc., a Nevada
corporation ("Voyager").
The agreement became effective February 8, 2002 when Voyager
completed a reverse triangular merger between DSC and Dakota,
whereby Dakota issued 3,660,000 shares of its Series A preferred
stock in exchange for 100% of Voyager's outstanding common stock.
Pursuant to the terms of the merger, Voyager merged with DSC
wherein DSC ceased to exist and Voyager became a wholly owned
subsidiary of Dakota.
The Series A preferred stock carries the following rights and
preferences:
* 10 to1 voting rights per share;
* Each share has 10 for 1 conversion rights to shares of common stock
(every 1 share of Series A preferred stock has the right to convert into 10
shares of common stock)
* No redemption rights
* No face value
Concurrent with the closing of the Merger, 2,160,000 shares
of the Series A preferred stock were immediately converted into
21,600,000 shares of Dakota's common stock.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
Financial Statements:
a) Unaudited Proforma Consolidated Balance Sheet - derived from the
audited financial statements of Voyager for the period ending
January 31, 2002 and of Dakota for period ending Janaury 31, 2002.
b) Voyager Ventures, Inc. (Attached)
Report of Independent Auditor
Balance Sheet For The Period Ending January 31, 2002, December 31,
2001, and December 31, 2000
Statement of Operations For The Period Janaury 1, 2002 to January
31, 2002, the years ending December 31, 2001 and December 31,
2000, and the period from inception (March 1, 1997 for
Outland) to January 31, 2002.
Statement of Stockholders' Equity For The Period March 1, 1997
(Inception) through January 31, 2002
Statement of Cash Flows For The Period Janaury 1, 2002 to January
31, 2002, the years ending December 31, 2001 and December 31,
2000, and the period from inception (March 1, 1997 for
Outland) to January 31, 2002.
c) Outland Development LLC. (Attached)
Report of Independent Auditor
Balance Sheet For The Years Ending December 31, 2001, and December
31, 2000
Statement of Operations and Members' Deficiency For the years
ending December 31, 2001 and December 31, 2000, and the period
from inception (March 1, 1997) to December 31, 2001.
Statement of Cash Flows For the years ending December 31, 2001 and
December 31, 2000, and the period from inception (March 1,
1997) to December 31, 2001.
d) * Dakota Financial Statements - Incorporated by reference from
10K-SB filing for period ending October 31, 2001.
Exhibit Description
2.1 Agreement and Plan of Merger, dated
February 1, 2002 among Dakota, Dakota
Subsidiary Corp. and Voyager Ventures,
Inc.
3 (i) Certificate of Merger, dated February
1, 2002, filed with the Secretary of
State, Nevada RE: Merger between
Dakota Subsidiary Corp. and Voyager
Ventures, Inc.
3.1* Articles of Incorporation of Dakota
Imaging, Inc. filed on January 31,
1991.
3.2* Certificate of Amendment to Articles
of Incorporation.
3.3* By-laws of Dakota Imaging, Inc.
10.1 Property Transfer Agreement dated
February 1, 2002 by and between Dakota
Imaging, Inc. and Lawrence Nieters and
Joell Nieters.
* Incorporated By Reference from the registration statement filed on Form
SB-2 on February 23, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: March 1, 2002
DAKOTA IMAGING, INC.
By: /s/ Greg Giuffria
Greg Giuffria, C.E.O./Director
By: /s/ Richard Hannigah
Richard Hannigan, President/Secretary/Treasurer/Director
By: /s/ Veldon Simpson
Veldon Simpson, Director