UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
Voyager Entertainment International, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
92908D101
(CUSIP Number)
Joshua E. Little, Esq.
Durham, Jones & Pinegar, P.C.
192 East 200 North, Third Floor
St. George, Utah 84770
(435) 674-0400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 2005
(Dates of Event Which Requires Filing of this Statement)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 92908D101 SCHEDULE 13D Page 2 of 6
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1. Name of Reporting Persons
I. R. S. Identification Nos. of Above Persons (entities only)
Veldon Simpson
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] Not Applicable
(b) [ ] Not Applicable
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3. SEC Use Only
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4. Source of Funds (See Instructions): OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
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6. Citizenship or Place of Organization: United States of America
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Number of Shares 7. Sole Voting Power: 8,308,772 shares
Beneficially Owned by as of May 10, 2005 (1)
Each Reporting Person
With:
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8. Shared Voting Power: 0
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9. Sole Dispositive Power: 8,308,772 shares
as of May 10, 2005 (1)
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10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,308,772 shares as of May 10, 2005 (1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): 11.6% as of
May 10, 2005 (2)
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14. Type of Reporting Person (See Instructions) IN
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(1) Includes 500,000 shares of Series A Preferred Stock, each share of
which is convertible into 10 shares of Common Stock.
(2) Based on 5,000,000 shares of Common Stock issuable upon conversion of
shares of Series A Preferred Stock held by the reporting person, each
share of which is convertible into 10 shares of Common Stock, plus
66,566,122 shares of Common Stock outstanding as of March 31, 2005, as
reported by Voyager Entertainment International, Inc. in its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2004.
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SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, $0.001 par value
per share (the "Common Stock") of Voyager Entertainment International, Inc., a
Nevada corporation (the "Issuer"). The Issuer has its principal executive
offices at 4483 West Reno Avenue, Las Vegas, NV 89118.
Item 2. Identity and Background
(a) The name of the person filing this statement is Veldon Simpson (the
"Reporting Person").
(b) The principal business address for the Reporting Person is:
193 South 200 East, St. George, Utah 84770
(c) The principal business of the Reporting Person is:
Manages personal business and investments.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person was not a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and is not subject to any
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) Citizenship of the Reporting Person is as follows: United
States of America
Item 3. Source and Amount of Funds
The Reporting Person received the shares of Series A Preferred Stock
and Common Stock of the Issuer in connection with the Issuer's reverse
triangular merger of a wholly-owned subsidiary with and into Voyager Ventures,
Inc. ("Voyager Ventures") on February 8, 2002 (the "Merger"). The Reporting
Person received the shares of Series A Preferred Stock and Common Stock in
exchange for all of the shares of Common Stock of Voyager Ventures held by the
Reporting Person.
Item 4. Purpose of the Transaction
See Item 3, which is incorporated herein by this reference. In
connection with the Merger, the Reporting Person was appointed director of the
Issuer. The Reporting Person resigned from all positions he held with the Issuer
on April 14, 2003.
Item 5. Interest in Securities of the Issuer
(a) As of May 10, 2005, the Reporting Person was the beneficial owner
of 8,308,722 shares of Voyager's Common Stock, representing 11.6%
of Voyager's Common Stock deemed to be outstanding of 71,566,126,
which amount included the right to acquire 5,000,000 shares of
Voyager's Common Stock upon conversion of the Reporting Person's
shares of Series A Preferred Stock.
(b) The Reporting Person has the sole power to vote and dispose of all
of the shares of Common Stock held by the Reporting Person and all
of the shares of Common Stock issuable to the Reporting Person
upon the conversion of the Series A Preferred Stock of the Issuer
beneficially owned by the Reporting Person.
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(c) Except as set forth in the immediately following table, the
Reporting Person has not engaged in any transaction in the Common
Stock during the 60 days immediately preceding the date of this
Schedule 13D/A.
The Reporting Person sold shares of Common Stock on the
following dates and in the following amounts in open-market
transactions:
Date Shares Sold Date Shares Sold
3/10/2005 6,900 4/18/2005 14,500
3/11/2005 23,011 4/19/2005 25,000
3/11/2005 20,000 4/20/2005 42,000
3/11/2005 10000 4/21/2005 101,000
3/14/2005 5,000 4/21/2005 100,000
3/14/2005 25,000 4/25/2005 5,000
3/15/2005 14,000 4/26/2005 100,000
3/15/2005 5,000 4/27/2005 19,000
3/15/2005 10,000 4/28/2005 75,000
3/15/2005 6,000 5/10/2005 5,000
4/18/2005 10,000 5/10/2005 5,000
4/18/2005 10,500 5/10/2005 5,000
4/18/2005 20,000
(d) No person other than the Reporting Person is known to have the
right to receive or the power to direct the receipt of dividends
from or the proceeds from the sale of the Common Stock held by the
Reporting Person or the Common Stock issuable to the Reporting
Person upon the conversion of the Series A Preferred Stock of the
Issuer beneficially owned by the Reporting Person.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The Reporting Person does not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Plan and Agreement of Merger, entered into on June
12, 2003, of Voyager Entertainment International,
Inc. (North Dakota) and Voyager Entertainment
International, Inc. (Nevada) (incorporated by
reference to Exhibit 3.3 to the Issuer's Quarterly
Report on Form 10-QSB for the period ended September
30, 2003 filed on November 14, 2003).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 11, 2005
/s/ VELDON SIMPSON
Veldon Simpson
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EXHIBIT INDEX
Exhibit 1 Plan and Agreement of Merger, entered into on June 12, 2003, of
Voyager Entertainment International, Inc. (North Dakota) and Voyager
Entertainment International, Inc. (Nevada) (incorporated by reference
to Exhibit 3.3 to the Issuer's Quarterly Report on Form 10-QSB for
the period ended September 30, 2003 filed on November 14, 2003).
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