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EX-31.1 - EXHIBIT 31.1 - VOYAGER ENTERTAINMENT INTERNATIONAL INCex31-1.txt
EX-32.2 - EXHIBIT 32.1 - VOYAGER ENTERTAINMENT INTERNATIONAL INCex32-1.txt


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                                   (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009.

                                       OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

              FOR THE TRANSITION PERIOD FROM ________ TO ________.

                        COMMISSION FILE NUMBER 000-33151

                    VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                                                 54-2110681
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

4483 West Reno Avenue, Las Vegas, Nevada                             89119
----------------------------------------                           ----------
(Address of principal executive offices)                           (Zip code)

       Registrant's telephone number, including area code: (702) 221-8070

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b -2 of the Exchange Act.

Large accelerated filer [ ]                                Accelerated filer [ ]
Non-accelerated filer   [ ]                        Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of March 24, 2010, there were 149,902,287 outstanding shares of the issuer's
Common Stock, $0.001 par value.



EXPLANATORY NOTE The purpose of this amended Form 10-Q for the quarter ended September 30, 2009 is to adjust accreted financing costs in the proper period. The Company determined, during the preparation of the Form 10-K for the year ended December 31, 2009, that a financing agreement dated July 11, 2007 expired July 11, 2009. Deferred financing costs of $50,000 were paid towards this agreement in 2007. No services have been performed in relation to the financing agreement since its inception. These deferred financing costs should have been fully accreted as of September 30, 2009. The effect on the Company's previously issued September 30, 2009 financial statements are summarized as follows: BALANCE SHEET September 30, September 30, 2009 2009 (Amended) (As Filed) ------------- ------------ (Unaudited) (Unaudited) ASSETS CURRENT ASSETS Cash $ 2,560 $ 2,560 Prepaids 441 441 Deferred financing costs -- 50,000 Advances - related party 500,000 500,000 ------------ ------------ Total current assets 503,001 553,001 FIXED ASSETS, net of accumulated depreciation of $45,966 and $43,391, respectively 3,363 3,363 Total assets $ 506,364 $ 556,364 ============ ============ Accumulated deficit during the development stage (18,621,433) (18,571,433) ------------ ------------ Total stockholders' deficit (5,946,542) (5,896,542) ------------ ------------ Total liabilities and stockholders' deficit $ 506,364 $ 556,364 ============ ============ 2
STATEMENT OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, September 30, September, 30 2009 2009 2009 2009 (Amended) (As Filed) (Amended) (As Filed) ------------- ------------- ------------- ------------- Operating loss (272,666) (272,666) (746,108) (746,108) Other income (expense): Interest income -- -- -- -- Interest expense (67,553) (67,553) (197,598) (197,598) Financing fees (50,000) -- (50,000) -- ------------- ------------- ------------- ------------- (117,553) (67,553) (247,598) (197,598) Net Loss (390,219) (340,219) (993,706) (943,706) Preferred stock dividends -- -- -- -- ------------- ------------- ------------- ------------- Net loss allocable to common stockholders $ (390,219) $ (340,219) $ (993,706) $ (943,706) ============= ============= ============= ============= Net loss per common share - basic and diluted $ (0.00) $ (0.00) $ (0.01) $ (0.01) ============= ============= ============= ============= Weighted average number of common shares outstanding 144,913,157 144,913,157 141,093,679 141,093,679 ============= ============= ============= ============= 3
STATEMENT OF CASH FLOWS September 30, September 30, 2009 2009 (Amended) (As Filed) Cash Flows from Operating Activities: Net Loss $ (993,706) $ (943,706) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation 2,574 2,574 Issuance of common stock for services 243,250 243,250 Accretion of debt issuance costs 50,000 - Changes in assets and liabilities: Prepaid expenses 1,421 1,421 Accounts payable and accrued expenses 213,787 213,787 Accrued expenses - related party 234,000 234,000 Net cash used in operating activities (248,674) (248,674) In all other respects, this amended quarterly report on Form 10-Q/A is unchanged from the quarterly report on Form 10-Q previously filed by the Company on November 16, 2009. 4
TABLE OF CONTENTS Page Item 1. Financial Statements 6 Item 4T. Controls and Procedures 18 SIGNATURES 19 5
ITEM 1. FINANCIAL STATEMENTS. VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2009 6
VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2009 2008 (Restated) ------------- ------------- (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash $ 2,560 $ 15,234 Prepaids 441 1,862 Deferred financing costs -- 50,000 Advances - related party 500,000 500,000 ------------ ------------ Total current assets 503,001 567,096 FIXED ASSETS, net of accumulated depreciation of $45,966 and $43,391, respectively 3,363 5,937 ------------ ------------ Total assets $ 506,364 $ 573,033 ============ ============ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 1,500,167 $ 1,286,380 Accrued expenses - related party 1,704,000 1,470,000 Note payable 1,855,000 1,855,000 Due to related parties 515,500 340,000 Loans and settlement payable 878,239 878,239 ------------ ------------ Total current liabilities 6,452,906 5,829,619 ------------ ------------ Total liabilities 6,452,906 5,829,619 COMMITMENTS & CONTINGENCIES -- -- STOCKHOLDERS' DEFICIT Preferred stock: $0.001 par value; authorized 50,000,000 shares Series A - 1,500,000 designated, none outstanding -- -- Series B - 10,000,000 designated, 0 and 1,000,000 outstanding respectively -- 1,000 Common stock: $0.001 par value; authorized 200,000,000 shares; issued and outstanding:151,402,287 and 132,027,287 respectively 151,402 132,027 Additional paid-in capital 13,212,239 12,937,489 Deferred construction costs paid with common stock (33,750) (84,375) Loan collateral paid with common stock (750,000) (750,000) Common stock payable 95,000 135,000 Accumulated deficit during the development stage (18,621,433) (17,627,727) ------------ ------------ Total stockholders' deficit (5,946,542) (5,256,586) ------------ ------------ Total liabilities and stockholders' deficit $ 506,364 $ 573,033 ============ ============ See accompanying notes to these condensed consolidated financial statements. 7
VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Nine Months Ended From inception September 30, September 30, September 30, September, 30 March 1, 1997 to 2009 2008 2009 2008 September 30, 2009 (Restated) (Restated) (Restated) ------------- ------------- ------------- ------------- ------------------ Revenues $ -- $ -- $ -- $ -- $ -- Operating Expenses: Professional and consulting fees 237,978 33,633 501,732 512,288 13,235,295 Project costs 1,968 13,376 134,535 28,973 330,475 Depreciation 629 1,600 2,574 5,715 45,965 Settlement expense -- -- -- -- 1,025,000 Other expense 32,091 32,322 107,267 100,232 1,267,388 ------------- ------------- ------------- ------------- ------------- 272,666 80,931 746,108 647,208 15,904,123 Operating loss (272,666) (80,931) (746,108) (647,208) (15,904,123) Other income (expense): Interest income -- 1 -- 43,751 132,528 Interest expense (67,553) (74,164) (197,598) (382,483) (2,799,838) Financing fees (50,000) -- (50,000) -- (50,000) ------------- ------------- ------------- ------------- ------------- (117,553) (74,163) (247,598) (338,732) (2,717,310) Net Loss (390,219) (155,094) (993,706) (985,940) (18,621,433) Preferred stock dividends -- -- -- -- (130,000) ------------- ------------- ------------- ------------- ------------- Net loss allocable to common stockholders $ (390,219) $ (155,094) $ (993,706) $ (985,940) $ (18,751,433) ============= ============= ============= ============= ============= Net loss per common share - basic and diluted $ (0.00) $ (0.00) $ (0.01) $ (0.01) ============= ============= ============= ============= Weighted average number of common shares outstanding 144,913,157 131,777,287 141,093,679 126,267,798 ============= ============= ============= ============= See accompanying notes to these condensed consolidated financial statements. 8
VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) From inception September 30, September 30, March 1, 1997 to 2009 2008 September 30, 2009 (Restated) (Restated) ------------- ------------- ------------------ Cash Flows from Operating Activities: Net Loss $ (993,706) $ (985,940) $(18,621,433) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation 2,574 5,715 45,965 Issuance of common stock for services 243,250 208,000 6,511,565 Issuance of common stock for nullification fee -- -- 375,000 Issuance of common stock for accrued -- bonus -- -- 750,000 Interest expense from the issuance of common stock -- 150,000 709,088 Accretion of debt issuance costs 50,000 -- 500,000 Changes in assets and liabilities: Prepaid expenses 1,421 1,420 (441) Accounts payable and accrued expenses 213,787 116,801 1,494,427 Accrued expenses - related party 234,000 160,000 1,704,000 Accrued settlement obligation -- -- 650,000 Net cash used in operating ------------ ------------ ------------ activities (248,674) (344,004) (5,881,829) Cash flows from Investing Activities: Payments to acquire fixed assets -- (2,481) (49,850) Proceeds from Note Receivable -- -- (500,000) ------------ ------------ ------------ Net cash used in investing activities -- (2,481) (549,850) Cash flows from Financing Activities: Proceeds from notes payable, short term debt -- -- 2,103,239 Proceeds from notes payable, due to related parties 177,500 161,000 528,000 Payment on notes payable, short term debt -- -- (20,000) Payment on notes payable, due to related parties (2,000) (6,000) (12,500) Proceeds from the sale of preferred stock -- -- 150,000 Proceeds from the sale of common stock 60,500 135,000 3,725,500 Proceeds from common stock payable -- 20,000 60,000 Payments for loan fees -- -- (50,000) Payments for deferred financing costs -- -- (50,000) Net cash provided by financing ------------ ------------ ------------ activities 236,000 310,000 6,434,239 Net (decrease) increase in cash (12,674) (36,485) 2,560 Cash, beginning of year 15,234 42,076 -- ------------ ------------ ------------ Cash, end of year $ 2,560 $ 5,591 $ 2,560 ============ ============ ============ Cash paid for: Interest $ 132 $ 56 $ 93,212 Income Taxes $ -- $ -- $ -- See accompanying notes to these condensed consolidated financial statements. 9
VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED) From inception September 30, September 30, March 1, 1997 to 2009 2008 September 30, 2009 ------------- ------------- ------------------ Supplemental schedule of non-cash Investing and Financing Activities: Common stock issued for financing costs $ -- $ -- $ 988,300 Common stock issued for loan collateral $ -- $ -- $ 750,000 Deferred construction costs, adjusted to fair value $ 50,625 $ 70,313 $ 33,750 Conversion of preferred shares $ 2,000 $ -- $ 14,600 Common stock issued as acquisition deposit $ -- $ -- $ 750,000 Common stock cancelled due to business combination cancellation $ -- $ 375,000 $ 375,000 Common stock payable $ (40,000) $ 75,000 $ 95,000 See accompanying notes to these condensed consolidated financial statements. 10
VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1. Basis of Presentation and Organization and Significant Accounting Policies Basis of Presentation and Organization -------------------------------------- The accompanying Condensed Consolidated Financial Statements of Voyager Entertainment International, Inc. (the "Company") should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2008. Significant accounting policies disclosed therein have not changed except as noted below. In June 2009, the Financial Accounting Standards Board ("FASB") issued the FASB Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles (the "Codification"). The Codification became the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles ("GAAP"). The Codification did not change GAAP but reorganizes the literature. The Codification is effective for interim and annual periods ending after September 15, 2009, and the Company adopted the Codification during the three months ended September 30, 2009. The Company has begun to use the new Codification when referring to GAAP in its quarterly and annual reports filed on Forms 10-Q and 10-K respectively. This guidance does not have an impact on the consolidated results of the Company. Voyager Entertainment International, Inc., a North Dakota corporation, formerly known as Dakota Imaging, Inc. and incorporated on January 31, 1991, is in the entertainment development business with plans to develop the world's tallest Observation Wheel on the Las Vegas strip area. During April 2002, the Company changed its name from Dakota Imaging, Inc. to Voyager Entertainment International, Inc. and adopted a new fiscal year. On June 11, 2003, the Company became a Nevada Corporation. As used in these Notes to the consolidated financial statements, the terms the "Company", "we", "us", "our" and similar terms refer to Voyager Entertainment International, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries. As of September 30, 2009, the Company's wholly-owned subsidiary includes Voyager Entertainment Holdings, Inc. ("Holdings"), a Nevada corporation. Outland Development, LLC has been a dormant company and was discontinued as of June 30, 2009. Voyager Viridian LLC, a wholly-owned subsidiary, was formed on August 3, 2009. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Basis of Financial Statement Presentation ----------------------------------------- The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, these interim condensed consolidated financial statements should be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2008 Annual Report on Form 10-K. Operating results for the period ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. Going Concern ------------- The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has not begun generating revenue, is considered a development stage company, has experienced recurring net operating losses, had a net loss of $993,706 and $985,940 for the nine months ended September 30, 2009 and 2008, and a working capital deficiency of $5,949,905 at September 30, 2009. These factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. 11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fair Value Accounting --------------------- As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING GUIDANCE Adopted ------- On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board ("FASB") to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification(TM) ("Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements. In April 2009, the FASB issued authoritative guidance for "Interim Disclosures about Fair Value of Financial Instruments," which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also requires those disclosures to be in summarized financial information at interim reporting periods. This guidance is effective for interim reporting periods ending after June 15, 2009. The Company adopted this guidance in the second quarter of 2009 and it did not have a material impact on the financial statements. In April 2009, the FASB issued authoritative guidance for the "Recognition and Presentation of Other-Than-Temporary Impairments" in order to make existing guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The Company adopted this guidance in the second quarter of 2009 and it did not have a material impact on the financial statements. In April 2009, the FASB issued authoritative guidance for "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This guidance provides additional direction for estimating fair value in accordance with established guidance for "Fair Value Measurements," when the volume and level of activity for the asset or liability have significantly decreased. This guidance also includes direction on identifying circumstances that indicate a transaction is not orderly. This guidance is effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted this guidance in the second quarter of 2009 and it did not have a material impact on the financial statements. In June 2009, the FASB issued authoritative guidance which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance applies to both interim financial statements and annual financial statements and is effective for interim or annual financial periods ending after June 15, 2009. This guidance does not have a material impact on our financial statements. 12
Issued ------ In June 2009, the FASB issued authoritative guidance for "Accounting for Transfers of Financial Assets," which eliminates the concept of a "qualifying special-purpose entity," changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity's continuing involvement in and exposure to the risks related to transferred financial assets. This guidance is effective for fiscal years beginning after November 15, 2009. The Company will adopt this guidance in fiscal 2010 and does not expect that the adoption will have a material impact on the consolidated financial statements. In June 2009, the FASB issued authoritative guidance amending existing guidance. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. This guidance is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt this guidance in fiscal 2010. The Company does not expect that the adoption will have a material impact on the consolidated financial statements. Note 2. Stockholders' Deficit The authorized common stock of the Company consists of 200,000,000 shares of common stock with par value of $0.001 and 50,000,000 shares of preferred stock. For our preferred stock, we have designated two series: 1,500,000 shares of Series A Preferred Stock and 10,000,000 shares of Series B Preferred Stock both with a par value of $0.001. In February 2009, the Company issued 25,000 shares of common stock for $500 cash or $0.02 per share. In February 2009, the Company issued 225,000 shares of common stock for professional services rendered for total compensation of $4,500 or $0.02 per share. In March 2009, the Company issued 2,000,000 shares of common stock payable or $0.02 per share for which, $40,000 cash was received in 2008. In March 2009, the Company issued 1,500,000 shares of common stock for professional services rendered for total compensation of $45,000 or $0.03 per share. In April 2009, the Company issued 375,000 shares of common stock for professional services rendered for total compensation of $7,500 or $0.02 per share. In May 2009, the Company issued 3,000,000 shares of common stock for professional services rendered for total compensation of $75,000 or $0.03 per share. In August 2009, the Company issued 7,250,000 shares of common stock for profession services rendered for total compensation of $111,250 or $0.02 per share. In August 2009, the Company issued 3,000,000 shares of common stock for $60,000 cash or $0.02 per share. In September 2009, 1,000,000 shares of Series B Preferred Stock were converted to 2,000,000 shares of common stock with a valuation of $0.01 per share. Note 3. Related Party Transactions Synthetic Systems ----------------- During the quarters ended September 30, 2009 and 2008, the Company incurred consulting fees of approximately $37,000 and $35,000 respectively per month to Synthetic Systems, LLC for a total of $333,000 and $315,000. The Company leased furniture and equipment from Synthetic Systems for a total of $1,150 per month for the quarters ending September 30, 2009 and 2008. The Company also paid on behalf of Synthetic Systems, LLC office rent expenses of $25,499 and $25,912, as of September 30, 2009 and 2008, respectively. Synthetic Systems is jointly owned by our Chief Executive Officer and Secretary. 13
Western Architectural --------------------- As previously disclosed in our 2008 Form 10-K, on May 30, 2002, the Company executed a Contractor Agreement with Western Architectural Services, LLC ("Western") where Western would provide to the Company certain architectural services for the Las Vegas Observation Wheel Project in exchange for which the Company issued 2,812,500 shares of restricted common stock to Western. Although he was not an affiliate of the Company upon execution of the Contractor Agreement, Western's Chief Executive Officer is currently an executive officer, director and significant stockholder of the Company. We have accounted for these shares as Deferred Construction Costs in these financial statements. Western plans to sell the 2,812,500 shares of common stock at the time before and during the contract to purchase supplies and to pay subcontractor fees for the construction of a wheel. At the time the contract was issued the shares of the Company were trading at $6.50 per share, our current stock price is trading significantly below that amount. If at the time Western performs the services contracted and the share price is below $6.50 per share, the Company will be required to issue additional shares to Western in order for the contract to be fulfilled. Western's Chief Executive Officer is currently an affiliate of the Company which will also limit the amount of shares that can be sold based on the trading volume and shares outstanding in accordance with Rule 144 of the Securities Act of 1933. As of September 30, 2009, we have marked these shares to market using the period end closing price of our stock. The change in valuation was debited to additional-paid in capital due to the deferred construction cost nature of these shares. As of September 30, 2009, we have received advances in the amounts of $305,500 from Western Architectural Services, LLC. The advances are unsecured, carry no interest and are due upon demand. As of September 30, 2009, no payments have been made to Western. Directors and Officers ---------------------- On occasion, our Officers and Directors will loan funds to the Company so that operations can continue. On September 10, 2009, our Secretary loaned the Company $2,000 with an interest rate of 12% per annum. On September 23, 2009, the loan was paid in full with $9 interest. As of September 30, 2009, we have received advances in the amounts of $210,000 from our Chief Operating Officer. The advances are unsecured, carry no interest and are due upon demand. Interest on related party loans is not imputed due to the lack of terms related to the debt. Note 4. Fair Value In accordance with authoritative guidance, the table below sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair Value at September 30, 2009 ------------------------------------------- Total Level 1 Level 2 Level 3 ------- ------- ------- ------- Assets: Deferred construction costs $33,750 $33,750 $ -- $ -- ------- ------- ------ ------- $33,750 $33,750 $ -- $ -- ======= ======= ====== ======= Liabilities: None $ -- $ -- $ -- $ -- Note 5. Deferred Financing Costs The Company entered into a financing agreement dated July 11, 2007 which expired July 11, 2009. Deferred financing costs of $50,000 were paid towards this agreement in 2007. No services have been performed or additional financing received in relation to the agreement since its inception. These deferred financing costs have been fully accreted as of September 30, 2009. 14
Note 6. Restatement The Company determined, during the preparation of the Form 10-K for the year ended December 31, 2009, that a financing agreement dated July 11, 2007 expired July 11, 2009. Deferred financing costs of $50,000 were paid towards this agreement in 2007. No services have been performed in relation to the financing agreement since its inception. These deferred financing costs should have been fully accreted as of September 30, 2009. The effect on the Company's previously issued September 30, 2009 financial statements are summarized as follows: BALANCE SHEET September 30, September 30, 2009 2009 (Amended) (As Filed) ------------ ------------ (Unaudited) (Unaudited) ASSETS CURRENT ASSETS Cash $ 2,560 $ 2,560 Prepaids 441 441 Deferred financing costs -- 50,000 Advances - related party 500,000 500,000 ------------ ------------ Total current assets 503,001 553,001 FIXED ASSETS, net of accumulated depreciation of $45,966 and $43,391, respectively 3,363 3,363 Total assets $ 506,364 $ 556,364 ============ ============ Accumulated deficit during the development stage (18,621,433) (18,571,433) ------------ ------------ Total stockholders' deficit (5,946,542) (5,896,542) ------------ ------------ Total liabilities and stockholders' deficit $ 506,364 $ 556,364 ============ ============ 15
STATEMENT OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, September 30, September, 30 2009 2009 2009 2009 (Amended) (As Filed) (Amended) (As Filed) ------------- ------------- ------------- ------------- Operating loss (272,666) (272,666) (746,108) (746,108) Other income (expense): Interest income -- -- -- -- Interest expense (67,553) (67,553) (197,598) (197,598) Financing fees (50,000) -- (50,000) -- ------------- ------------- ------------- ------------- (117,553) (67,553) (247,598) (197,598) Net Loss (390,219) (340,219) (993,706) (943,706) Preferred stock dividends -- -- -- -- ------------- ------------- ------------- ------------- Net loss allocable to common stockholders $ (390,219) $ (340,219) $ (993,706) $ (943,706) ============= ============= ============= ============= Net loss per common share - basic and diluted $ (0.00) $ (0.00) $ (0.01) $ (0.01) ============= ============= ============= ============= Weighted average number of common shares outstanding 144,913,157 144,913,157 141,093,679 141,093,679 ============= ============= ============= ============= 16
STATEMENT OF CASH FLOWS September 30, September 30, 2009 2009 (Amended) (As Filed) Cash Flows from Operating Activities: Net Loss $(993,706) $(943,706) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation 2,574 2,574 Issuance of common stock for services 243,250 243,250 Accretion of debt issuance costs 50,000 -- Changes in assets and liabilities: Prepaid expenses 1,421 1,421 Accounts payable and accrued expenses 213,787 213,787 Accrued expenses - related party 234,000 234,000 Accrued settlement obligation -- -- Net cash used in operating activities (248,674) (248,674) In all other respects, this amended quarterly report on Form 10-Q/A is unchanged from the quarterly report on Form 10-Q previously filed by the Company on November 16, 2009. Note 7. Subsequent Events Management evaluated all activity of the Company through November 16, 2009 (the issue date of the Financial Statements) and concluded that no subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notes to the Financial Statements. 17
ITEM 4T. CONTROLS AND PROCEDURES. (a) Disclosure Controls and Procedures Based on the management's evaluation (with the participation of our President and Principal Financial Officer), our President and Principal Financial Officer has concluded that as of September 30, 2009, our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d-15(e) under the Securities Exchange of 1934 (the "Exchange Act") are effective to provide reasonable assurance that the information required to be disclosed in this quarterly report on Form 10-Q is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. (b) Internal control over financial reporting Management's quarterly report on internal control over financial reporting -------------------------------------------------------------------------- Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting should include those policies and procedures that: o pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; o provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and o provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, our Chief Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our internal control over financial reporting and preparation of our quarterly financial statements as of September 30, 2009 and believe they are ineffective due to our oversight of the expiration of the financing agreement described in our amended financial statements. We have assessed this inefficiency as an isolated incident and corrective action has been taken. Attestation report of the registered public accounting firm ----------------------------------------------------------- This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report. Changes in internal control over financial reporting ---------------------------------------------------- Based on the evaluation as of September 30, 2009, our Chief Executive Officer and Principal Financial Officer has concluded that there were no significant changes in our internal controls over financial reporting or in any other areas that could significantly affect our internal controls subsequent to the date of this most recent evaluation and there were no corrective actions during the quarter with regard to significant deficiencies or material weaknesses. 18
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VOYAGER ENTERTAINMENT INTERNATIONAL, INC. ----------------------------------------- (Registrant) Dated March 24, 2010 By: /s/ Richard Hannigan -------------------------------- Richard Hannigan, President/Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Richard Hannigan, Sr. -------------------------------- Richard Hannigan, Sr. President/CEO/Director March 24, 2010 By: /s/ Myong Hannigan -------------------------------- Myong Hannigan Secretary/Treasurer/Director March 24, 2010 By: /s/ Tracy Jones -------------------------------- Tracy Jones COO/Director March 24, 2010 1