UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______
Commission file number: 0-21961
SAVE ON MEDS. NET
(Exact name of small business issuer as specified in its charter)
NEVADA 76-0487709
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6354 CORTE DEL ABETO, SUITE F CARLSBAD, CALIFORNIA 92009
(Address of principal executive offices, Zip Code)
(760) 603-0999
(Issuer's telephone number, including area code)
The number of shares outstanding of the issuer's common stock as of October 31,
2000 was 9,869,555.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
SAVE ON MEDS. NET
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Save on Meds. Net
(a development stage company) as of October 31, 2000 and July 31, 2000, and the
related statements of operations and cash flows for the three months ended
October 31, 2000 and 1999. These financial statements are the responsibility of
the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
December 15, 2000
<PAGE>
SAVE ON MEDS. NET
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
October 31, July 31,
2000 2000
--------- ---------
ASSETS
Investment in Subsidiary- Voyager Group, Inc ... $ -- $ --
--------- ---------
Total Assets ....................................... $ -- $ --
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable ............................... $ -- $ --
Accrued Liabilities ............................ -- --
--------- ---------
Total Current Liabilities .......................... -- --
--------- ---------
Stockholders' Equity:
Preferred Stock, $.001 par value;
Series J; 50 shares authorized,
50 shares issued and
outstanding .................................. -- --
Series AA 1996; 1,000 shares
authorized, 8.5 shares
issued and outstanding ....................... -- --
Premium on Preferred Stock ....................... 1,320 1,320
Common Stock; $.001 par value;
50,000,000 shares authorized;
9,869,555 shares issued and
outstanding October 31, 2000 and
July 31, 2000, respectively .................... 9,869 9,869
Additional Paid-in Capital ....................... 93,149 93,149
Retained Earnings (Deficit) ...................... (104,338) (104,338)
Shareholder Loans ................................ -- --
--------- ---------
Total Stockholders' Equity .................... -- --
--------- ---------
Total Liabilities and Stockholders' Equity ......... $ -- $ --
========= =========
See accompanying notes and accountants' report
<PAGE>
SAVE ON MEDS. NET
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
April 1, 2000
For the Three Months Ended Inception of
October 31, Development
2000 1999 Stage
------------- ------------- --------------
Revenues ...................... $ -- $ -- $ --
------------- ------------- -------------
Expenses ...................... -- -- --
------------- ------------- -------------
Net Loss ............... $ -- $ -- $ --
============= ============= =============
Basic & Diluted loss per share $ -- $ --
============= =============
See accompanying notes and accountants' report
<PAGE>
SAVE ON MEDS. Net
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Cummulative
Since
April 1, 2000
For the three months ended Inception of
October 31, Development
---------------------
2000 1999 Stage
--------- --------- ---------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss .................................. $ -- $ -- $ --
Increase (Decrease) in Accounts Payable ... -- -- --
--------- --------- ---------
Net Cash Used in operating activities ... -- -- --
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities -- -- --
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Shareholder Advances ........ -- -- --
Proceeds From Capital Stock Issued ........ -- -- --
--------- --------- ---------
Net cash provided by financing activities -- -- --
--------- --------- ---------
Net (Decrease) Increase in
Cash and Cash Equivalents ............... -- -- --
Cash and Cash Equivalents
at Beginning of Period .................. -- -- --
--------- --------- ---------
Cash and Cash Equivalents
at End of Period ........................ $ -- $ -- $ --
========= ========= =========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash Paid During the Year For:
Interest ................................ $ -- $ -- $ --
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
None
See accompanying notes and accountants' report
<PAGE>
SAVE ON MEDS. NET
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three month period ended October 31, 2000, are not necessarily indicative of the
results that may be expected for the year ended July 31, 2001.
Organization and Basis of Presentation
The Company was first incorporated in the State of Nevada on June 12,
1990 as EEE-Hunter Associates, Inc. On July 27, 1995 the Company changed its
domicile to the State of Texas and merged into a Texas Corporation EEE-Energy
Consultants, Inc. Neither company had any operating activity. On July 2, 1996
the Company changed domicile to Nevada and on July 17, 1996 changed the name of
the Company to Voyager Group USA-Brazil, Ltd. On July 21, 1999 the Company
changed its name to The Voyager Group, Ltd. On March 31, 2000 the Company
changed its name from The Voyager Group, Ltd. to Voyager Internet Group.com. On
July 14, 2000, the Company changed its name to Save on Meds.Net.
Corporate Reorganization
On March 31, 2000, the Company completed a tax free reorganization
whereby the company did spin-off of its wholly owned subsidiary Voyager Group
Inc. In accordance with the reorganization, shareholders of record as of March
31, 2000 shall receive one share of Voyager Group Inc. stock for each share of
the Company's stock held on March 31, 2000.
Nature of Business
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of a Corporation which reports under Section 13 and 15 of the Securities
Exchange Act of 1934 ( the "Exchange Act"). The Company will not restrict its
search to any specific business; industry or geographical location and the
Company may participate in a business venture of virtually unlimited discretion
to search for and enter into potential business opportunities. Management
anticipates that it may be able to participate on only one potential business
venture because the Company has nominal assets and limited financial resources.
This lack of diversification should be considered a substantial risk ro
shareholders of the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
<PAGE>
SAVE ON MEDS. NET
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents to the extent the funds are not being held for
investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
Loss Per Share:
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator)(Denominator)
For the three months ended October 31, 2000
Basic Income per Share
Income to common shareholders $ -- 2,177,647 $ --
=========== =========== ===========
For the three months ended October 31, 1999
Basic Loss per Share
Loss to common shareholders $ -- 1,377,647 $ --
=========== =========== ===========
The effect of outstanding common stock equivalents would be
anti-dilutive or immaterial for 2000 and are thus not considered.
<PAGE>
SAVE ON MEDS. NET
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
NOTE 2 - PREFERRED STOCK
On July 17, 1996 the Company created convertible Preferred Stock
Series AA 1996, authorizing the issuance of 1,000 shares of convertible
preferred stock to be sold, with a par value of $.001. The preferred stock are
convertible at a ratio of 10,000 shares of common stock per preferred share
converted.
On July 21, 1999 the Company created convertible Preferred Stock
Series J-1999, authorizing the issuance of 100 shares of convertible preferred
stock to be sold, with a par value of $.001. The preferred stock are convertible
at a ratio of 220,000 shares of common stock per preferred share converted. In
the event of any voluntary or involuntary liquidation, the holders of Series J
preferred stock are entitled to an amount equal to the net book value of the
corporation plus all unpaid dividends, before any distributions to holders of
Common Stock, Convertible Preferred Stock Series AA 1996 or any other series of
preferred stock of the corporation by reason of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation unless each holder of
series J shall have received all amounts to which such series J holders are
entitled. The preferred stock is entitled to vote 220,000 votes per preferred
share.
Convertible Preferred Stock Series J also includes a royalty
certificate for each "Major Investor" (meaning investors owning over 10 shares
of Series J preferred stock or common stock issued upon conversion thereof. The
royalty certificates represent a perpetual royalty payment of four percent on or
before the 15th of each month following the starting month when gross sales of
the Company exceeds $120,000 per month. During the year, the Company canceled 50
of its Preferred Stock Series J.
NOTE 3 - INCOME TAXES
As of July 31, 2000, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $100,000 that
may be offset against future taxable income through 2011. Current tax laws limit
the amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of the
same amount.
NOTE 4 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with
a development stage company, the Company has had recurring losses during its
development stage.
<PAGE>
SAVE ON MEDS. NET
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
(Unaudited)
NOTE 5 - COMMITMENTS
As of October 31, 2000 all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the facilities.
NOTE 6 - STOCK SPLIT
On January 31, 2000 the Board of Directors authorized 6 to 1 reverse
stock split on common stock. As a result of the split, 10,445,398 common shares
were canceled. Also during the year the Board of Directors authorized a 3 to 1
stock split for Series AA preferred stock. As a result, 569 preferred shares
were issued All references in the accompanying financial statements to the
number of common shares and per-share amounts for 2000 and 1999 have been
restated to reflect the stock split.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
General - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended July 31, 2000.
Results of Operations -For the quarter ended October 31, 2000 compare to the
same period in 1999 are not necessarily indicative of the results that may be
expected for the year ended July 31, 2001.
The Company has no business operations. The Company had $0 and $0 in expenses
for the three month period ended October 31, 2000 and 1999. The Company had no
revenues for the three month period ended October 31, 2000 and 1999. Losses on
operations may occur until sufficient revenues can be achieved.
Liquidity and Capital Resources
The Company requires working capital principally to fund its current
operations. There are no formal commitments from banks or other lending sources
for lines of credit or similar short-term borrowing, but the Company has been
able to borrow any additional working capital that has been required. From time
to time in the past, required short-term borrowing have been obtained from a
principal shareholder or other related entities.
In order to complete any acquisition, the Company may be required to
supplement its available cash and other liquid assets with proceeds from
borrowings, the sale of additional securities, including the private placement
of restricted stock and/or a public offering, or other sources. There can be no
assurance that any such required additional funding will be available or
favorable to the Company.
Because management controls 52.4% of voting rights, management may
actively negotiate or otherwise consent to the purchase of any portion of their
stock as a condition to or in connection with a proposed merger or acquisition.
Furthermore, management could consent or approve any particular stock buy-out
transaction without shareholder approval. In the event that an appropriate
merger candidate is located, the Company may need to pay cash finder's fees or
other acquisition related compensation may be paid to officers, directors,
promoters or their affiliates. Any such finder's fees paid to an officer,
director, promoter, or affiliate may present a conflict of interest because of
the non-arms length nature of such transaction. There are no such negotiations
in progress or contemplated.
There are no arrangements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
The Company did not file a report on Form 8-K during the three months
ended October 31, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SAVE ON MEDS. NET
(Registrant)
Date: December 26, 2000 By: /S/
Michael Johnson, Vice President, Director
(Principal Executive and Accounting Officer)
