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) April 2, 2002
Voyager Entertainment International, 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)
DAKOTA IMAGING, INC.
(Former Name or Former Address, If Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
At the annual stockholders' meeting held April 2, 2002, the following
individuals were nominated to serve on the Board of Directors until the next
annual meeting of stockholders:
1. Richard Hannigan
2. Veldon Simpson
3. Gregg Giuffria
The stockholders elected Richard Hannigan and Veldon Simpson as
Directors.
On April 4, 2002 the Board of Directors elected the following Officers
to hold office until the next annual meeting of Directors:
1. Veldon Simpson was elected Chief Executive Officer
2. Richard Hannigan was elected President/Treasurer
3. Myong Hannigan was elected Secretary
Veldon Simpson, age 61, is a Chief Executive Officer and Director of Voyager
Entertainment International, 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.
Richard L. Hannigan, Sr., age 53, is President/Treasurer and Director of
Voyager Entertainment International, 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.
Myong Hannigan, age 54, is Secretary of Voyager Entertainment International,
Inc. Ms. Hannigan attended college at Seoul University in Seoul, South Korea
for general studies and business management. Ms. Hannigan is also currently a
managing partner of a design/construction company, Synthetic Systems, Inc.
since 1991. This company specializes in custom design for interior and
exterior casino construction. Prior to Synthetic Systems, Inc., Ms. Hannigan
was a managing partner for Architectural Services, Inc. and Architectural
Systems, Inc., from 1983-1991. This company specialized in design and
installation of Custom Glass and Glazing Systems. Prior to Architectural
Services, Inc. and Architectural Systems, Ms. Hannigan owned and managed
Antiqua Stain Glass Company in Honolulu, Hawaii from 1979-1981, which was
relocated from Bloomington, Illinois (1976-1979). This company specialized
in design, manufacturing, installation and retail/wholesale products. Ms.
Hannigan is the wife of Richard Hannigan, President, Treasurer and Director
of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
At the annual stockholders' meeting held April 2, 2002, the stockholders
reaffirmed the appointment of Merdinger, Fruchter, Rosen & Corso, P.C., as
the Registrant's independent accountants for the fiscal year ending December
31, 2002. This is a change in accountants recommended by Registrant's
Executive Management and approved by Registrant's Board of Directors.
Merdinger, Fruchter, Rosen & Corso, P.C. was engaged by Registrant on April
9, 2002. Clyde Bailey P.C. was dismissed as Registrant's independent
accountant on April 2, 2002.
The audit reports issued by Clyde Bailey P.C. with respect to the
Registrant's financial statements for 2000 and 2001 did not contain an
adverse opinion or disclaimer of opinion, and were not qualified as to
uncertainty, audit scope or accounting principles. From October 1999 through
April 2, 2002, when Clyde Bailey P.C. was dismissed and the Registrant's
independent accountant, there were no disagreements between the Registrant
and Clyde Bailey P.C. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Clyde Bailey P.C.,
would have caused it to make a reference to the subject matter of the
disagreement in connection with its audit report.
The change in accountants does not result from any dissatisfaction with
the quality of professional services rendered by Clyde Bailey P.C. as the
independent accountants of Registrant.
ITEM 5. OTHER EVENTS
On April 2, 2002, the Company held the annual stockholders meeting and the
stockholders voted on and approved the following;
1. The election of a new Board of Directors (Veldon Simpson, and Richard
Hannigan) of Dakota to serve through the next year;
2. Changing the Company's fiscal year end to December 31;
3. Changing the Company's name from Dakota Imaging, Inc. to Voyager
Entertainment International, Inc.;
4. Amend the Company's Certificate of Incorporation;
5. Amend and restate the Company's Bylaws;
6. The appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. to serve as
the Company's auditor; and
7. The adoption of a stock option plan providing for options on up to 5
million shares of common stock.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
At the annual meeting of the stockholders held on April 2, 2002 the
stockholders elected to change the Company's fiscal year end from October 31
of each year to December 31 of each year, effective immediately.
The report covering the transition period will be filed retroactively as
a Quarterly Report on Form 10-QSB for the three-month period ending March 31,
2002.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
EXHIBITS
Exhibit
Number Description
(3)i Amended Certificate of Incorporation (filed herewith)
(3)ii Amended and Restated Bylaws (filed herewith)
23 Auditor Consent- Clyde Bailey, P.C. (filed herewith)
99 2002 Stock Option Plan (filed herewith)
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: April 10, 2002
DAKOTA IMAGING, INC.
By:/s/ Veldon Simpson
Veldon Simpson, C.E.O./Director
By:/s/ Richard Hannigan
Richard Hannigan, President/Treasurer/Director
By:/s/ Myong Hannigan
Myong Hannigan, Secretary