U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended: July 31, 2000
[ ] TRANSITION REPORT UNDER 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
(Name of Small Business Issuer in its charter)
Nevada 76-0487709
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
7825 Fay Ave, Suite 200 La Jolla, CA 92037
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (858) 456-3574
Voyager Internet Group.com
Former Name, if changed since last report
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value
(Title of class)
Convertible Preferred Series AA 1996, $0.001 Par Value
(Title of class)
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Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing required for the past 90 days.
Yes X No
Total pages: 36
Exhibit Index Page: 21
Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $ 0
As of July 31, 2000, there were 9,869,555 (1 vote per share) Common,
8.5 (10,000 votes per share) Convertible Preferred Series AA, and 50 (220,000
votes per share) Convertible Preferred Series J, for a total 20,954,555 shares
of the Registrant's voting stock, par value $0.001, issued and outstanding. The
aggregate market value of the Registrant's voting stock held by non-affiliates
of the Registrant was approximately $325,852 computed at the average bid and
asked price as of December 22, 2000.
(ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS)
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practical date: July 31, 2000
9,869,555
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) Into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
None
Transitional Small Business Disclosure Format (check one): Yes ; NO X
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TABLE OF CONTENTS
Item Number and Caption Page
PART I
Item 1. Business.......................................................... 4
Item 2. Property.......................................................... 13
Item 3. Legal Proceedings................................................. 13
Item 4. Submission of Matters to a Vote of Security Holders............... 13
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.......... 13
Item 6. Management's Discussion and Analysis or Plan of Operations........ 14
Item 7. Financial Statements.............................................. 15
Item 8 Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.............................................. 15
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act................. 15
Item 10. Executive Compensation............................................ 17
Item 11. Security Ownership of Certain Beneficial Owners and Management.... 18
Item 12. Certain Relationships and Related Transactions.................... 19
Item 13. Exhibits and Reports on form 8-K.................................. 21
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PART I
Item 1. Description of Business.
General
Save on Meds.com (Formerly Voyager Internet Group.com)( the "Company") was first
incorporated in the State of Nevada on June 12, 1990 as EEE-Hunter Associates
Inc. July 27, 1995 Company changed domicile to the State of Texas with a plan or
reorganization and revival, merged into a Texas Corporation, EEE-Energy
Consultants, Inc.
July 2, 1996 the Company changed domicile to Nevada and on July 17, 1996 the
Company entered into a plan of reorganization to acquire Voyager, Inc of
Delaware. July 17, 1996 the Company changed its name to Voyager Group U.S.A.
Brazil Ltd. and on July 21, 1999 changed the corporate name to Voyager Group
Ltd. On March 31, 2000, Voyager Group, Ltd. spun off its subsidiary Voyager
Group, Inc and changed its name to Voyager Internet Group.com. Since April 1,
2000, the Company is in the development stage, and has not commenced planned
principal operations. On August 3, 2000 the Company changed its name from
Voyager Internet Group.com to Save on Meds. Com.
On July 12, 2000, the Company changed its name to Save on Meds. Net in order to
reflect the corporations strategic priorities envisioned by senior management to
support United States legislative initiatives to reduce prescriptions to reduce
prescription medications costs of Senior Americans by allowing importation of
affordable medications from other countries. This legislation initiative gives
Americans, especially those without health insurance, access to affordable, FDA
approved, prescription medication via Mexico. The Company, via the world wide
web, is going to hoist a Pharmacy to provide real, prescription medications to
senior American customers.
This service would enable senior American customers to maintain a record of
their prescription purchases for clinical, insurance and tax reporting purposes.
The Company would not prescribe medications or otherwise practice medicine, but
instead would focus on dispensing medications used by senior American customers
on a monthly basis. The Company will accept prescriptions, verify prescriptions,
verify drug utilization, and accept payment by credit card with a choice of
shipping options, including next day delivery.
The Company entered into a product agreement with a Mexico Pharmacia. According
to this product agreement, the Pharmacia would implement a broad array of
services for the company such as operations and technology, personal training,
validation of senior American customer order and performing certain functions
such as site management, searching, customer interaction, transaction processing
and fulfillment. The Company is now actively seeking a different direction and
seeking acquisition candidates.
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General Business Plan
Since the spin off of the Company's subsidiary, 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 any
kind or nature. This discussion of the proposed business is purposefully general
and is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.
Management anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited financial
resources. See "Financial Statements." This lack of diversification should be
considered a substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against gains
from another.
The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The Company has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes that the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity including the costs of
preparing forms 8-K, 10Q, or agreements and related reports and documents. The
Exchange Act specifically requires that any merger or acquisition candidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be included within the numerous filings relevant
to complying with the Exchange Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are
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not aware of statistical data, which would support the perceived benefits of a
merger or acquisition transaction for the owners of a business opportunity. The
analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company, none of who is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities, which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services or trades;
name identification; and other relevant factors. Officers and directors of the
Company will meet personally with management and key personnel of the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters relating
to the new business of the Company, shall rely upon their own efforts and, to a
much lesser extent, the efforts of the Company's shareholders, in accomplishing
the business purposes of the Company. It is not anticipated that any outside
consultants or advisors, other than the Company's legal counsel and accountants,
will be utilized by the Company to effectuate its business purposes described
herein. However, if the Company does retain such an outside consultant or
advisor, any cash fee earned by such party will need to be paid by the
prospective merger/acquisition candidate, as the Company has no cash assets with
which to pay such obligation. There have been no contracts or agreements with
any outside consultants and none are anticipated in the future.
The Company will not restrict its search to any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation or which is in essentially any stage of its corporate life.
It is impossible to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded or may seek other
perceived advantages which the Company may offer.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as
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interest free loans to the Company. However, the only opportunity which
management has to have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among them selves that the
repayment of any loans made on behalf of the Company will not impede, or be made
conditional in any manner, on consummation of a proposed transaction.
Acquisition Opportunities
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Any and all such sales will only be made in compliance
with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
successfully consummated a merger or acquisition and the Company is no longer
considered a "shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the value of
the Company's securities in the future, if such a market develops, of which
there is no assurance.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity and the relative negotiation strength
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of the Company and such other management.
With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company, which target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then-shareholders. If required to so do under relevant law, management
of the Company will seek shareholder approval of a proposed merger or
acquisition via a Proxy Statement. However, such approval would be assured where
management supports such a business transaction because management presently
controls sufficient shares of the Company to effectuate a positive vote on the
proposed transaction. Further, a prospective transaction may be structured so
that shareholder approval is not required, and the Board of Directors without
shareholder approval may effectuate such a transaction.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated herein above, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-KSB (or 10-K, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction will
be void able, at the discretion of the present management of the Company. If
such transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for all costs
associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among the firms, which
engage in the acquisition of business opportunities. There are many established
venture capital and financial
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concerns which have significantly greater financial and personnel resources and
technical expertise than the Company. In view of the Company's combined
extremely limited financial resources and limited management availability, the
Company will continue to be at a significant competitive disadvantage compared
to the Company's competitors.
Employees
The Company has no full time employees. The Company's president, treasurer and
secretary have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers anticipate that the business
plan of the Company can be implemented by their devoting approximately one
hundred hours per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officers. See Item 9, "Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
Act."
The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates reorganization as
discussed above. Each of these areas is regulated by the Investment Act, which
regulation has the purported purpose of protecting purchasers of investment
company securities. Since the Company will not register as an investment
company, its shareholders will not be afforded these purported protections.
The Company intends to vigorously resist classification as an investment company
and to take advantage of any exemptions or exceptions from application of the
Investment Act, which allows an entity a one-time option during any three-year
period to claim an exemption as a "transient" investment company. The necessity
of asserting any such resistance, or making any claim of exemption, could be
time-consuming and costly, or even prohibitive, given the Company's limited
resources.
Certain Risks
The Company's business is subject to numerous risk factors, including the
following:
No Operating History or Revenue and Minimal Assets. The Company has had no
operating history nor any revenues or earnings from operations. The Company has
no significant assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in the Company
incurring a net operating loss, which will increase continuously until the
Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.
Speculative Nature of Company's Proposed Operations. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
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the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
Scarcity of and Competition for Business Opportunities and Combinations. The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with, joint ventures with and acquisitions of small private
and public entities. A large number of established and well- financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies, which may be desirable target candidates for the Company. Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. Moreover, the
Company will also compete in seeking merger or acquisition candidates with
numerous other small public companies.
No Agreement for Business Combination or Other Transaction; No Standards for
Business Combination. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of,
a private or public entity. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the Company.
There is no assurance that the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target business opportunity
to have achieved, and without which the Company would not consider a business
combination in any form with such business opportunity. Accordingly, the Company
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.
Continued Management Control; Limited Time Availability. While seeking a
business combination, management anticipates devoting up to 20 hours per month
to the business of the Company. None of the Company's officers has entered into
a written employment agreement with the Company and none is expected to do so in
the foreseeable future. The Company has not obtained key man life insurance on
any of its officers or directors. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of any of
these individuals would adversely affect development of the Company's business
and its likelihood of continuing operations. See Item 9, "Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act."
Conflicts of Interest - General. Certain of the officers and directors of the
Company are directors and/or principal shareholders of other blank check
companies and, therefore, could face conflicts of interest with respect to
potential acquisitions. In addition, officers and directors of the Company may
in the future participate in business ventures, which could be deemed to compete
directly with the Company. Additional conflicts of interest and non-arms length
transactions may also arise in the
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future in the event the Company's officers or directors are involved in the
management of any firm with which the Company transacts business. The Company's
Board of Directors has adopted a policy that the Company will not seek a merger
with, or acquisition of, any entity in which management serve as officers or
directors, or in which they or their family members own or hold a controlling
ownership interest. Although the Board of Directors could elect to change this
policy, the Board of Directors has no present intention to do so. In addition,
if the Company and other blank check companies with which the Company's officers
and directors are affiliated both desire to take advantage of a potential
business opportunity, then the Board of Directors has agreed that said
opportunity should be available to each such company in the order in which such
companies registered or became current in the filing of annual reports under the
Exchange Act subsequent to January 1, 1997. See Item 9, "Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act - Conflicts of Interest."
Reporting Requirements May Delay or Preclude Acquisition. Sections 13 and 15(d)
of the Exchange Act require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two or three years, depending
on the relative size of the acquisition. The time and additional costs that may
be incurred by some target entities to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise desirable acquisition
by the Company. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
Lack of Market Research or Marketing Organization. The Company has neither
conducted, nor have others made available to it, results of market research
indicating that market demand exists for the transactions contemplated by the
Company. Moreover, the Company does not have, and does not plan to establish, a
marketing organization. Even in the event demand is identified for a merger or
acquisition contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.
Lack of Diversification. The Company's proposed operations, even if successful,
will in all likelihood result in the Company engaging in a business combination
with a business opportunity. Consequently, the Company's activities may be
limited to those engaged in by the business opportunity or opportunities which
the Company merges with or acquires. The Company's inability to diversify its
activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.
Regulation. Although the Company will be subject to regulation under the
Exchange Act, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event the
Company engages in business combinations, which result in the Company holding
passive investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and
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Exchange Commission as to the status of the Company under the Investment Company
Act of 1940 and, consequently, any violation of such Act would subject the
Company to material adverse consequences.
Probable Change in Control and Management. A business combination involving the
issuance of the Company's Common Stock will, in all likelihood, result in
shareholders of a private company obtaining a controlling interest in the
Company. Any such business combination may require management of the Company to
sell or transfer all or a portion of the Company's Common Stock held by them, or
resign as members of the Board of Directors of the Company. The resulting change
in control of the Company could result in removal of one or more present
officers and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon a business combination with a
private concern which, in all likelihood, would result in the Company issuing
securities to shareholders of any such private company. The issuance of
previously authorized and unissued shares of Common Stock of the Company would
result in a reduction in the percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company.
Disadvantages of Blank Check Offering. The Company may enter into a business
combination with an entity that desires to establish a public trading market for
its shares. A business opportunity may attempt to avoid what it deems to be
adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
Taxation. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. The
Company intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the target entity;
however, there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes, which may have an adverse effect on both parties to the
transaction.
Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.
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Item 2. Description of Property
The Company maintains temporary corporate offices from June through
August on a month- to-month lease. 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 these facilities.
The Company maintains a corporate mail drop at P.O. Box 8029,
CasteJon Drive, La Jolla, California. The company owns no real property. As of
July 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.
Item 3. Legal Proceedings.
The Company is not engaged in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were subject to a vote of security holders during the
fiscal year 2000, through the solicitation of proxies.
PART II
Item 5. Market for Common Equity and Related Shareholder Matters.
The Company's common stock trades over-the-counter on the NASDAQ
Bulletin Board with the trading symbol "SVMD." The following high and low sales
prices for the Company stock as reported on the Nasal Bulletin Board for the
period indicated:
2000 High Low
First quarter $ 4.75 $ 2.50
Second quarter 5.75 4.75
Third quarter 2.25 1.50
Fourth quarter 0.25 0.10
1999 High Low
First quarter $ 1.063 $ 0.313
Second quarter 0.813 0.250
Third quarter 0.750 0.250
Fourth quarter 1.125 0.500
13
<PAGE>
Shareholders
The number of shareholders of record of the Company's common stock as
of July 31, 2000 was approximately 210.
Dividends
The Company has never declared or paid cash dividends on its common
stock. The Company currently intends to retain future earnings to fund the
development and growth of its business and does not anticipate paying any cash
dividends in the foreseeable future. Future cash dividends, if any, will be
determined by the Board of Directors and will be based on the Company's
earnings, capital, financial condition and other factors deemed relevant.
Recent Sales of Unregistered Securities.
The Company established a Convertible Preferred Stock Series J 1999
consisting of one hundred shares (100) (convertible to 22,000,000 shares common)
par value $.001. The convertible preferred stock series J was purchased by two
"accredited investors" as defined in Regulation D, Rule 501 of the United
Securities and Exchange Act of 1933. During 2000 the Company canceled 50 of
these shares.
The Company during the past quarter sold 2,090,475 shares of Common
Stock to consultants and officers for services at approximate market value.
These services were for the benefit of its subsidiary Voyager Group, Inc.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Since April 1, 2000, the Company is in the development
stage, and has not commenced planned principal operations. No operations were
conducted and no revenues were generated in the fiscal year. The Company at
year-end had no capital and only minimal cash, and no other assets whatsoever.
During the fiscal year ended July 31, 2000, the Company incurred general and
administrative expenses and consulting fees.
Liquidity and Capital Resources - The Company requires working capital
principally to fund its current operating expenses for which the Company has
relied on short-term borrowings and/or the issuance of restricted common stock.
There are no formal commitments from banks or other lending sources for lines of
credit or similar short-term borrowings, 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 borrowings 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
14
<PAGE>
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
may issue securities (debt or equity) as a finders's fee. Finder's fees or other
acquisition related compensation may be paid to officers, directors, promoters
or their affiliates. Any such finder's fee 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.
The management of the Company does not believe that inflation has had
any material effect on the Company during the year ended July 31, 2000.
Item 7. Financial Statements and Supplementary Data
The Financial Statements and Supplementary Data of the Company
required by this Item is set forth immediately following the signature page to
this report. See Item 13 for a list of the financial statements and financial
statements schedules included.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles, practices or
financial statements disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
The executive officers of Voyager and subsidiaries are as follows:
Name Position Term of Office
Michael Johnson 34 Vice President, Secretary June 14, 1999 to present
Director July 17, 1996 to present
President July 31, 2000 to 2002
15
<PAGE>
Erma Johnson 81 Director July 5, 2000
Jay Goldstein 70 Director July 5, 2000
The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Michael Johnson President, Director July 31, 2001-2002
Vice President July 31, 2001-2002
Erma Johnson Director July 05, 2000-2002
Jay Goldstein Director July 05, 2000-2002
July 5, 2000 Mr. John Southerland resignation as Director and President
of the Company was accepted.
Dr. Romero was appointed President and Chairman of the
Board of Directors.
Ms. Erma Johnson accepted the position of Director
Mr. Jay Goldstein accepted the position of Director
July 30, 2000 Dr. Romero resignation was accepted July 30, 2000 as
President and Chairman of the Board of Directors.
July 31, 2000 Mr. Michael Johnson was asked to accept the office of
President, Vice President and Chairman of the Board of
Directors.
Mr. Michael Johnson President, Vice president, Secretary and Director.
Mr. Michael Johnson has been a Director since July 17,1996 and Vice
President and Secretary from June 14, 1999 to the present. On July 31, 2000, Mr.
Johnson was appointed President of the Company.
Mr. Johnson received a certificate of graduation from Berkshire
School and attended Lake Forest College, Lake Forest, Chicago, University of
Utah, Salt Lake City, Utah, New York Institute of Finance, N.Y., N.Y. and New
York University, N.Y., N.Y. From 1987 to 1989 Mr. Johnson was employed by Mel
Schnel and Company, N.Y., N.Y. as a clerk, New York-Comex Commodities. During
1989 to 1990 Mr. Johnson was employed by New Mercantile Exchange, N.Y., N.Y. as
a commodity futures trader, arbitrage futures contracts and energy markets: oil,
gas, etc. For the past five years Mr. Johnson has been self-employed buying and
selling contracts.
16
<PAGE>
Ms. Erma Johnson, Director
Ms. Johnson received her B.A. degree in Business Administration at
the University of Utah. In 1943, Ms. Johnson was National Vice Chairman -
Committee to elect Harry Truman President of the United States. During 1972, Ms.
Johnson served as Utah Chairman to elect Ronald Reagan President of the United
States. From 1984 to 1987, Ms. Johnson served as director of Utah Bank and Trust
which First Security Bank later acquired. Ms. Johnson volunteered for the
finance committee for Ballet West from 1989 to 1990.
Mr. Jay Goldstein, Director
Graduate of Law completing a Doctorate at the University of Basil in 1960.
1960-1980 receives a placement invitation with the Swiss Banks
Associationbecoming the Vice Chairman of the Department of Banking Policy. His
resignation was grant in 1980 in order to be appointed president of the Conseil
de la Federation Bancaire de la CE (European Banking Federation) retiring in
1990. Presently retired.
Item 10. Executive Compensation.
There has been no executive compensation.
The Company accrued a total of $0.00 in compensation to the executive
officers as a group for services rendered to the Company in all capacities
during the 2000 fiscal year. No one executive officer received, or has accrued
for his benefit, in excess of $0.00. No cash bonuses were or are to be paid to
such persons. No compensation was deferred.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation
was paid or distributed during the last fiscal year, or is proposed to be paid
or distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Voting Securities and Principal Holders Thereof
The following table sets forth, as of July 31, 2000 the number of
shares of the Company's voting securities owned by (1) each person known to the
Company to be the beneficial owner of more than five percent of the Company's
outstanding voting securities, (2) the executive officers and
17
<PAGE>
directors of the Company individually, and (3) the executive officers and
directors of the Company as a group. Except as indicated in the footnotes below,
each of the persons listed exercises sole voting and investment power over the
shares of the Company's voting securities listed for such person in the table.
Class
Name/Address Number of Shares Percent of Class
Common Stock
Marlen Johnson ** 11,000,000 (50 shares 52%
Box 8029 Series J Convertible
La Jolla, Ca 92038 Preferred 220,000 votes
per share)
Directors and Executive Officers
Common Stock
Mr. Michael Johnson 100,000 Less than 1%
6354 Corte Del Abeto, Suite F
Carlsbad, California 92009
Officers and Directors as
a Group 100,000 Less than 1%
Percentages rounded to nearest one percent.
** Controlling Stockholders:
Item 12. Certain Relationships and Related Transactions.
John Southerland, former executive officer, on July 5, 2000 returned
50 Convertible Preferred Series J shares to the corporate treasure under Nevada
corporate law, Section 78.283 convertible to 11,000,000 common of the Company.
18
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as part of this report.
Financial Statements PAGE
Independent Auditor's Report..............................................F - 1
Balance Sheet
July 31, 2000 and 1999..................................................F - 2
Statements of Income for the
For the Years Ended July 31, 2000 and 1999..............................F - 3
Statement of Cash Flows for the
For the Years Ended July 31, 2000 and 1999..............................F - 4
Statements of Cash Flows
Since June 13, 1990 (Inception) to July 31, 2000 .......................F - 5
Notes to Financial Statements.............................................F - 10
2. Financial Statement Schedules
The following financial statement schedules required by Regulation
S-X are included herein.
All Schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
3. Exhibits
The following exhibits are included as part of this report:
Exhibit
Number Exhibit
2.1 Articles of Incorporation and By-Laws of EEE-Energy Consultants, Inc.
(Formerly EEE-Hunter Associates, Inc.)(1)
19
<PAGE>
4.1 Purchase Agreement --Convertible Preferred Stock Series J(1)
4.2 Convertible Preferred Series J - Designation of Rights(1)
4.3 Investor Rights Agreement(1)
23.1 Consent of Robison, Hill & Co.(1)
27.1 Financial Data Schedule
(1) Incorporated by reference to the Registrant's registration statement
on Form 10-SB/A Amendment #2 filed on November 20, 1997.
(b) No reports on Form 8-K were filed.
(c) The exhibits listed in Item 14(a)(3) are incorporated by
reference.
(d) No financial statement schedules required by this
paragraph are required to be filed as a part of this form.
20
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Save on Meds. Net
DATE: December 26, 2000
By: /S/ Michael Johnson
Michael Johnson, President, Vice President
and Director
(Principal Financial and
Accounting Officer)
By: /S/ Erma Johnson
Erma Johnson, Secretary, Treasurer,
and Director
By: /S/ Jay Goldstein
Jay Goldstein, Director
21
<PAGE>
Independent Auditor's Report
To the Stockholders
of Save on Meds. Net
(Formerly Voyager Internet Group. Com)
(A Development Stage Company)
We have audited the balance sheet of Save on Meds. Net (Formerly
Voyager Internet Group. Com), (a development stage company) as of July 31, 2000
and 1999, and the related statements of income, stockholders' equity, and cash
flows for the years then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides 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 Save on Meds. Net
(Formerly Voyager Internet Group. Com), (a development stage company) as of July
31, 2000 and 1999 and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
November 28, 2000
F - 1
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
BALANCE SHEET
July 31,
---------------------------
2000 1999
----------- -----------
ASSETS
Investment - Voyager Group, Inc ............ $ -- $ 5,322
----------- -----------
Total Assets ................................... $ -- $ 5,322
=========== ===========
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 and 100 shares issued and
outstanding .............................. -- --
Series AA 1996; 1,000 shares
authorized, 8.5 and 855 shares
issued and outstanding ................... -- 1
Premium on Preferred Stock ................... 1,320 205,331
Common Stock; $.001 par value;
50,000,000 shares authorized;
9,869,555 and 2,089,080 shares
issued and outstanding July 31, 2000
and 1999, respectively ..................... 9,869 2,089
Additional Paid-in Capital ................... 93,149 2,124,774
Retained Earnings (Deficit) .................. (104,338) (104,338)
Shareholder Loans ............................ -- (2,222,535)
----------- -----------
Total Stockholders' Equity ................ -- 5,322
----------- -----------
Total Liabilities and Stockholders' Equity ..... $ -- $ 5,322
=========== ===========
The accompanying notes are an integral part of these financial statements.
F - 2
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENT OF INCOME
<TABLE>
<CAPTION>
Cumulative
Since
April 1, 2000
For the Year Ended Inception of
July 31, Development
-----------------------------
2000 1999 Stage
------------- ------------- -------------
<S> <C> <C> <C>
Sales .............................. $ -- $ -- $ --
Cost of Sales ...................... -- -- --
------------- ------------- -------------
Gross Margin .................. -- -- --
Selling & Marketing ................ -- -- --
Research & Development ............. -- -- --
General & Administrative ........... -- -- --
------------- ------------- -------------
Net Income (Loss) from
Operations ..................... -- -- --
Other Income (Expense)
Interest ......................... -- -- --
------------- ------------- -------------
Income (Loss) Before Income
Taxes ............................ -- -- --
Income Tax Benefit (Expense) ....... -- -- --
------------- ------------- -------------
Net Income (Loss) .................. $ -- $ -- $ --
============= ============= =============
Earnings (Loss) Per Common Share:
Basic & Diluted .................. $ -- $ --
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F - 3
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Cumulative
Since
April 1, 2000
For the Year Ended Inception of
July 31, Development
-----------------------------
2000 1999 Stage
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net Income (Loss) ....................................... $ -- $ -- $ --
Increase (Decrease) in Accounts Payable .......... -- -- --
Increase (Decrease) in Accrued Liabilities ....... -- -- --
------------- ------------- -------------
Net cash used in operating activities ............ -- -- --
Cash Flows from Investing Activities:
Net cash provided by investing activities ......... -- -- --
------------- ------------- -------------
Cash Flows from Financing Activities:
Capital contributed by shareholder .................... -- -- --
------------- ------------- -------------
Net cash provided by financing activities
------------- ------------- -------------
------------- ------------- -------------
Net change in cash and cash equivalents ................... -- -- --
Cash and cash equivalents at beginning of year ............ -- -- --
------------- ------------- -------------
Cash and cash equivalents at end of year .................. $ -- $ -- $ --
============= ============= =============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest .......................................... $ -- $ --
Franchise and income taxes ........................ $ -- $ --
Supplemental Disclosure of Non-Cash Investing and Financing
Activities:
Stock Issued for Subsidiary ........................ $ 498,643 $ 1,038,256
During June 1999, $35,868 in shareholder loans were converted to paid in
capital.
</TABLE>
The accompanying notes are an integral part of these financial statements.
F - 4
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Since June 13, 1990 (Inception) to July 31, 2000
<TABLE>
<CAPTION>
Preferred Stock Common Additional
------------------------------------------
Series AA Series J Stock To Common Stock Paid-in Retained
-----------------
Shares Shares Amount Premium Be Issued Shares Amount Capital Earnings
------ ------ --------- ------------ ------ ------- ------- ------- -------
Issuance of Stock to Officers,
Directors and Other
Individuals for
Organization Costs on
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
April 10, 1991 .... -- -- $ -- $ -- -- 900,000 $ 900 $ 8,100 $ --
Net Loss from Inception -- -- -- -- -- -- -- -- --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1991 . -- -- -- -- -- 900,000 900 8,100 --
Net Loss For Year Ended
July 31, 1992 ...... -- -- -- -- -- -- -- -- --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1992 . -- -- -- -- -- 900,000 900 8,100 --
Net Loss For Year Ended
July 31, 1993 ...... -- -- -- -- -- -- -- -- --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1993 . -- -- -- -- -- 900,000 900 8,100 --
Net Loss For Year Ended
July 31, 1994 ...... -- -- -- -- -- -- -- -- (9,000)
------ ------ --------- ------------ ------ ------- ------- ------- -------
</TABLE>
F - 5
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Since June 13, 1990 (Inception) to July 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance July 31, 1994 . -- -- $ -- $ -- -- 900,000 $ 900 $ 8,100 $(9,000)
Acquisition of Voyager 360 -- -- 5,322 -- -- -- -- --
Group, Inc. .......
Net Income for Year Ended
July 31, 1995 ..... -- -- -- -- -- -- -- -- --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1995 . 360 -- -- 5,322 -- 900,000 900 8,100 (9,000)
Issued Stock For:
Cash .............. -- 17,078,01 17,078 14,876 --
Cash in connection with
Reverse Acquisit 640 -- -- 150,010 -- -- -- -- --
Shares Returned to Treasury -- -- -- -- -- (15,000,000)(15,000) 15,000 --
Net Income for Year Ended
July 31, 1996 ..... -- -- -- -- -- -- -- -- (31,954)
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance August 1, 1996 1,000 -- -- 155,332 -- 2,978,010 2,978 37,976 (40,954)
</TABLE>
F - 6
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Since June 13, 1990 (Inception) to July 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shares Issued For:
Services October 27, 199-- -- $ -- $ -- -- 150,000 $ 150 $149,850 $ --
Issuance of Common Stock
Reg D Offering for Cash
November 11, 1996 . -- -- -- -- -- 250,000 250 244,750 --
Shares Issued For:
Services April 11, 1997 -- -- -- -- -- 200,000 200 424,800 --
Shares to be Issued for
Settlement
Effective August 1, 1996 -- -- -- -- 300 -- -- 63,085 --
Net Loss Year Ended
July 31, 1997 ...... -- -- -- -- -- -- -- -- (63,384)
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1997 . 1,000 -- -- 155,332 300 3,578,010 3,578 920,461 (104,338)
Shares Issued For:
Conversion of Series A
Preferred ....... (10) -- -- -- -- 100,000 100 (100) --
Employees .......... -- -- -- -- -- 434,000 434 42,966 --
Legal Settlement ... -- -- -- -- (300) 300,000 300 -- --
Top-up agreement ... -- -- -- -- -- 425,000 425 (425) --
Warrant Exercises .. -- -- -- -- -- 1,000,000 1,000 9,000 --
</TABLE>
F - 7
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Since June 13, 1990 (Inception) to July 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Loss Year Ended
July 31, 1998 ...... -- -- $ -- $ -- -- -- $ -- $ -- $ --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1998 . 990 -- -- 155,332 -- 5,837,010 5,837 971,902 (104,338)
Retroactive Adjustment for
Reverse Stock Split 6 to 1
effective January 31, 20-- -- -- -- -- (4,864,175 (4,864) 4,864 --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Restated Balance
July 31, 1998 ..... 990 -- -- 155,332 -- 972,835 973 976,766 (104,338)
Shares Issued For:
Cash ............... -- 100 -- 50,000 -- 133,333 133 49,867 --
Consulting ......... -- -- -- -- -- 361,667 362 825,388 --
Conversion of Series AA
Preferred ....... (135) -- -- -- -- 225,000 225 (225) --
Conversion of Shareholder
Loans ........... -- -- -- -- -- -- -- 35,868 --
Directors Fees ..... -- -- -- -- -- 183,333 183 109,817 --
Investor Relations . -- -- -- -- -- 4,000 4 22,496 --
Medical Advisory Board -- -- -- -- -- 4,167 4 21,090 --
</TABLE>
F - 8
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Since June 13, 1990 (Inception) to July 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Promotion .......... -- -- $ -- $ -- -- 4,745 $ 5 $ 8,907 $ --
Research & Development -- -- -- -- -- 33,333 33 49,967 --
Top-up agreement ... -- -- -- -- -- 166,667 167 (167) --
Net Loss Year Ended
July 31, 1999 ...... -- -- -- -- -- -- -- -- --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1999 . 855 100 1 205,331 -- 2,089,080 2,089 2,099,774 (104,338)
Patent Issued ......... -- -- -- -- -- -- -- 25,000 --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 1999.. 855 100 1 205,331 -- 2,089,080 2,089 2,124,774 --
Shares Issued For: .... --
Conversion of Series AA
Preferred (847) -- (1) (154,011) -- 5,040,000 5,040 148,972 --
Subsidiary- Voyager
Group, Inc. -- -- -- -- -- 2,090,475 2,090 496,553 --
Spin Off Costs .. -- -- -- -- -- 650,000 650 20,776 --
Canceled Series J Shares -- (50) -- (50,000) -- -- -- 44,940 --
</TABLE>
F - 9
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Since June 13, 1990 (Inception) to July 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Conversion of Intercompany
Loan ............ -- -- $ -- $ -- -- -- $ -- $30,588 $ --
Spin Off of Subsidiary -- -- -- -- -- -- -- (2,773,455) --
Net Loss Year Ended
July 31, 2000 ...... -- -- -- -- -- -- -- -- --
------ ------ --------- ------------ ------ ------- ------- ------- -------
Balance July 31, 2000 . 8 50 $ -- $ 1,320 -- 9,869,555 $ 9,869 $93,148 $(104,338)
====== ====== ========= ============ ====== ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
F - 10
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000 AND 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
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 to Voyager Internet Group. Com. On July 14, 2000, the Company
changed its name to Save on Meds. Net.
On March 31, 2000, Save on Meds. Net spun off its subsidiary Voyager
Group, Inc. Since April 1,2000, the Company is in the development stage, and has
not commenced planned principal operations.
Nature of Business
The Company has no products or services as of September 30, 2000. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For the purpose of reporting cash flows, the Company considers all
highly liquid debt instruments purchased with 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.
F - 11
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000 AND 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the year ended July 31, 2000
Basic Loss per Share
<S> <C> <C> <C>
Loss to common shareholders $ - 9,869,555 $ -
===================== ====================== ====================
For the year ended July 31, 1999
Basic Loss per Share
Loss to common shareholders $ - 2,089,080 $ -
===================== ====================== ====================
</TABLE>
The effect of outstanding common stock equivalents would be
anti-dilutive for July 31, 2000 and 1999 and are thus not considered.
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.
Reclassifications
Certain reclassifications have been made in the 1999 financial
statements to conform with the 2000 presentation.
F - 12
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000 AND 1999
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Taxes
The Company accounts for income taxes under the provisions of SFAS
No. 109, "Accounting for Income Taxes." SFAS No. 109 requires recognition of
deferred income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
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 - COMMITMENTS
As of July 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
F - 13
<PAGE>
SAVE ON MEDS. NET
(Formerly VOYAGER INTERNET GROUP. COM)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000 AND 1999
(Continued)
NOTE 4 - 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 5 - 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.
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, 4,864,175 common shares
were canceled. Also during the year the Board of Directors authorized a 3 to 1
stock split for Series AA preferred stock. 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.
F - 14
