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 APRIL 30, 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
VOYAGER INTERNET GROUP.COM
--------------------------
(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)
FORMERLY THE VOYAGER GROUP, LTD.
--------------------------------
(FORMER NAME)
The number of shares outstanding of the issuer's common stock as of April 30,
2000 was 9,869,555.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VOYAGER INTERNET GROUP.COM
(Formerly The Voyager Group, Ltd)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
April 30, July 31,
2000 1999
----------- ---------
ASSETS
Current Assets:
Cash ................................... $ -- $ 16,539
Inventory .............................. -- 113,504
Prepaid Expenses ....................... -- 1,575
Accounts Receivable .................... -- 6,536
----------- ---------
Total Current Assets ................. -- 138,154
----------- ---------
Fixed Assets, at Cost:
Furniture and Equipment ................ -- 140,135
Leasehold Improvements ................. -- 6,741
Less - Accumulated
Depreciation ......................... -- (89,716)
----------- ---------
-- 57,160
----------- ---------
Other Assets:
Deposits ............................... -- 5,327
Intangible Assets, Net ................. -- 25,000
----------- ---------
Total Other Assets ................... -- 30,327
----------- ---------
Total Assets ......................... $ -- $ 225,641
=========== =========
<PAGE>
VOYAGER INTERNET GROUP.COM
(Formerly The Voyager Group, Ltd)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
(Unaudited)
April 30, July 31,
2000 1999
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable ................................ $ -- $ 80,630
Accrued Liabilities ............................. -- 142,107
Accrued Commissions ............................. -- 30,934
Current Portion Lease Obligation ................ -- --
Shareholder Loans ............................... -- 3,087
----------- -----------
Total Current Liabilities ..................... -- 256,758
----------- -----------
Long Term Lease Obligations ...................... -- --
----------- -----------
Total Liabilities ............................. -- 256,758
----------- -----------
Stockholders' Equity
Preferred Stock, $.001 par value;
Series J; 100 shares authorized,
issued and outstanding ........................ -- --
Series AA 1996; 1,000 shares
authorized, 8.5 and 855 shares
issued and outstanding ........................ -- 1
Premium on Preferred Stock ...................... 51,320 205,331
Common Stock; $.001 par value;
50,000,000 shares authorized;
9,869,555 and 2,089,080 shares
issued and outstanding April 30, 2000
and July 31, 1999, respectively ................ 9,870 2,089
Additional Paid-in Capital ...................... 43,148 2,124,774
Retained Deficit ................................ (104,338) (2,363,312)
----------- -----------
Total Stockholders' Equity .................... -- (31,117)
----------- -----------
Total Liabilities, and Stockholders' Equity ... $ -- $ 225,641
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
VOYAGER INTERNET GROUP.COM
(Formerly The Voyager Group, Ltd)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
For the Three Months Ended For the Nine Months Ended
April 30, April 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales, Net ...................... $ 94,568 $ 358,579 $ 471,015 $ 1,031,657
Cost of Sales ................... 99,194 103,044 193,262 295,874
----------- ----------- ----------- -----------
Gross Margin ............... (4,626) 255,535 277,753 735,783
Selling & Marketing ............. 41,470 170,367 228,527 507,581
Research & Development .......... -- -- -- 50,000
General & Administrative ........ 59,171 8,349 491,296 637,660
----------- ----------- ----------- -----------
Total Expenses ............. 100,641 178,716 719,823 1,195,241
Operating Loss .................. (105,267) 76,819 (442,070) (459,458)
Other Income (Expense)
Interest ....................... (8,549) (6,562) (20,852) (10,078)
----------- ----------- ----------- -----------
Income (Loss) Before Income Taxes (113,816) 70,257 (462,922) (469,536)
Income Tax Benefit (Expense) .... (200) (200) (600) 74,430
----------- ----------- ----------- -----------
Net Income (Loss) ............... $ (114,016) $ 70,057 $ (463,522) $ (395,106)
=========== =========== =========== ===========
Earnings (Loss) Per Common Share:
BASIC .......................... (0.01) 0.04 (0.09) (0.30)
=========== =========== =========== ===========
Diluted ........................ 0.03
===========
Weighted Average Shares Outstanding:
Basic 9,397,962 1,721,866 5,003,314 1,309,338
Diluted 2,393,532
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
VOYAGER INTERNET GROUP.COM
(Formerly The Voyager Group, Ltd)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
For the Nine Months Ended
April 30,
-------------------------
2000 1999
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) ............................. $(463,522) $(395,106)
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Used in Operating Activities:
Depreciation and Amortization ................ 36,305 20,455
Common Stock in exchange for Services ........ 269,721 443,750
Changes in Assets and
Liabilities-
Increase in Accounts Receivable ............ (3,526) (6,158)
Increase in Prepaid Expenses ............... (60,171) (3,000)
Increase in Inventory ...................... (13,610) 10,610
(Increase) Decrease in Other Assets ........ 4,825 (75,030)
Increase in Accounts Payable ............... 7,240 (11,995)
Increase in Accrued Liabilities ............ (12,473) (45,904)
Increase in Accrued Commissions ............ (16,882) (10,990)
--------- ---------
Net Cash Provided by Operating
Activities ................................. (252,093) (73,368)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase Furniture and Equipment .............. (97,662) --
--------- ---------
<PAGE>
VOYAGER INTERNET GROUP.COM
(Formerly The Voyager Group, Ltd)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
For the Nine Months Ended
April 30,
------------------------
2000 1999
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long Term Debt ..................... $ 82,412 $ --
Principal Payments on Long Term Debt ............. (12,746) --
Proceeds from Issuance of Common Stock ........... -- 50,000
Proceeds from Shareholder Loans .................. 263,550 23,368
--------- ---------
Net Cash Provided by
Financing Activities ........................... 333,216 73,368
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS ......... (16,539) --
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR ................................ 16,539 --
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR ......... $ -- $ --
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash Paid During the Year For:
Interest ........................................ $ 17,760 $ 10,078
Income Taxes .................................... $ 800 $ --
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
VOYAGER INTERNET GROUP.COM
(Formerly The Voyager Group, Ltd)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED APRIL 30, 2000
BASIS OF PRESENTATION
The unaudited interim consolidated financial information of Voyager
Internet Group.Com (formerly The Voyager Group, Ltd.) and Subsidiaries (the
"Company" ) has been prepared in accordance with Article 10 of Regulation S-X
promulgated by the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
the accompanying interim consolidated financial information contains all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the Company's financial position as of April 30, 2000, and results of
operations for the three and nine months ended April 30, 2000. These financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended July 31, 1999. The results of operations for the three
and nine months ended April 30, 2000 may not be indicative of the results that
may be expected for the fiscal year ending July 31, 2000.
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.
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
On March 31, 2000, Voyager Internet Group.Com (the "Company") completed a tax
free reorganization whereby the company did spin-off of its wholly owned
subsidiary Voyager Group Inc. These unaudited pro forma condensed statements of
operations are based on the April 30, 2000 unaudited financial statements of the
Company contained elsewhere herein, giving effect to the transaction. The
unaudited pro forma condensed statement of operations presents the results of
operations of the Surviving Corporation, assuming the reorganization was
completed on August 1, 1999.
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.
The unaudited pro forma condensed statements of operations have been prepared by
management of the Company based on the financial statements included elsewhere
herein. The pro forma adjustments include certain assumptions and preliminary
estimates as discussed in the accompanying notes and are subject to change.
These pro forma statements may not be indicative of the results that actually
would have occurred if the combination had been in effect on the dates indicated
or which may be obtained in the future. These pro forma financial statements
should be read in conjunction with the accompanying notes and the historical
financial information of the Company (including the notes thereto) included in
this Form 10-QSB Quarterly Report. See "Item 1. Financial Statements."
<PAGE>
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED APRIL 30, 2000
Voyager
Internet Pro Forma Pro Forma
Group.Com Adjustments Balance
----------- ----------- -----------
Revenues .................... $ 471,015 $ (471,015) A $ --
Loss From Operations ........ (442,070) 442,070 A --
Net Loss .................... (463,522) 463,522 A --
=========== =========== ===========
Loss per share $ (0.09) $ 0.09 A $ --
=========== =========== ===========
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED APRIL 30, 1999
Voyager
Internet Pro Forma Pro Forma
Group.Com Adjustments Balance
----------- ----------- -----------
Revenues $ 1,031,657 $(1,031,657) A $ --
Income From Operations (459,458) 459,458 A --
Net Loss $ (395,106) $ 395,106 A --
=========== =========== ===========
Loss per share $ (0.30) $ 0.30 A $ --
=========== =========== ===========
See accompanying notes to unaudited pro forma condensed statements of
operations.
<PAGE>
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(1) PRO FORMA ADJUSTMENTS
The adjustments to the accompanying unaudited pro forma condensed
statements of operations are described below:
(A) To eliminate operations of Voyager Group Inc.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of the Company's financial
condition and results of operations should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
Form 10-QSB. As of March 31, 2000, the Company engaged in a corporate
restructuring and spin-off of its wholly owned subsidiary Voyager Group, Inc.,
and did thereby spin-off all its operations.
Subsequent to the spin-off, the Company intends to expand the
company's presence in the B-2-B (Business-to-Business e-commerce sector. The
company will focus on gaining market share by incubating a network of B-2-B
e-commerce companies with the intent on becoming a premier B-2-B e-commerce
community. The Company's B-2-B e-commerce will assist corporate customers in
streamlining operations and reducing Selling General & Administrative Costs by
putting processes online. The Company's Internet B-2-B community will increase
corporate efficiencies by supporting or conducting transactions on line,
facilitate interaction and transactions among business and professionals through
their Community.
The following discussion relates in its majority to the operations of
the companies subsidiary during the period prior March 31, 2000, the date of the
reorganization.
GENERAL
The Company develops and manufactures anti ageing, nutritional,
weight and pain management products. The Company distributes its products
through a network marketing system. On January 31, 2000, the Company had
approximately 4,000 current distributors in the United States. The Company
defines a current distributor as a distributor who has made a purchase in the
most recent twelve-month period.
The Company's four primary product lines consist of nutritional, anti
ageing, weight and pain management products. Nutritional products accounted for
approximately 95% of the Company's net sales for the quarter ended April 30,
2000. No single products accounted for more than 10% of net sales during the
first three and nine months of 2000. The Company's weight management line
includes a dietary low glycemic shake developed to provide a comprehensive
approach to weight management, anti ageing, and pain management proper diet,
nutrition and healthy living. In addition to its primary product lines, the
Company also sells sales aids, which accounted for approximately 5% of the
Company's net sales for the three and nine months ended April 30, 2000.
Net sales of the Company are primarily dependent upon the efforts of
a network of independent distributors who purchase products and sales materials.
The Company recognizes revenue when products are shipped and title passes to
independent distributors. Sales in the United States accounted for 100% of the
Company's sales during the three and nine months ended April 30, 2000.
Cost of sales primarily consists of expenses related to product
costs, labor, quality assurance and overhead directly associated with the
procurement of the Company's products and sales materials.
Selling & Marketing expenses consist primarily of distributor
incentives. Distributor incentives are one of the Company's most significant
expenses and represented 44% and 49%, respectively of net sales for the three
and nine months ended April 30, 2000. Distributor incentives include commissions
and leadership bonuses, and are paid weekly based on sales volume points.
Each product sold by the Company is assigned a sales volume point
value independent of the
<PAGE>
product's price. Distributors earn commissions based on sales volume points
generated in their down-line. Generally, distributor kits, sales aids and logo
merchandise, such as items of clothing, have no sales volume point value and
therefore the Company pays no commissions on the sale of these items.
The Company closely monitors the amount of distributor incentives
paid as a percentage of net sales and may from time to time adjust its
distributor compensation plan to prevent distributor incentives from having a
significant adverse effect on earnings, while continuing to maintain an
appropriate incentive for its distributors.
General and administrative expenses include wages and benefits,
depreciation and amortization, rents and utilities, distributor events,
promotion and advertising, and professional fees along with other administrative
expenses. Wages and benefits and professional fees represent the largest
component of general and administrative expenses. The Company will manage its
human resources and associated infrastructure to current business activity
levels. Professional fees for the quarter include incentives paid to new members
of the Medical Advisory Board and the addition of a new investor/public
relations advisor. Depreciation and amortization expense has increased as a
result of substantial investments in computer and telecommunications equipment
and systems to support international expansion.
The Company anticipates that additional capital investments will be
required in future periods to promote and support growth in sales and the
increasing size of the distributor base.
The President, Chief Executive Officer and Chairman of the Board of
Directors of the Company, John Southerland, does not receive a salary, and the
Company does not anticipate that Mr. Southerland will take a salary in the
foreseeable future. However, if Mr. Southerland were to take a salary or other
compensation, selling, general and administrative expenses would increase.
Research and development expenses include costs incurred in
developing new products, supporting and enhancing existing products and
reformulating products for introduction in United States markets. The Company
capitalizes product development costs after market feasibility is established.
These costs are amortized as cost of sales over an average of 12 months,
beginning with the month the products become available for sale. During the
three and nine months ended April 30, 2000, the Company had no research and
development costs.
The fiscal year end of the Company is July 31, 2000.
RESULTS OF OPERATIONS
Quarters Ended April 30, 2000.
NET SALES
Net sales for the three months ended April 30, 2000 decreased by
approximately $264,000 or 74% and compared to the same period 1999.
Net sales for the nine months ended April 30, 2000 decreased by
approximately $561,000 or 54% and compared to the same period 1999.
The decrease in sales was due to the total reorganization of
executive management team.
<PAGE>
Newly elected executives are completely overhauling the Company's human
resources, technological communications, product order processing of customers,
and increase in volume based efficiencies in production and procurement
activities. Management believes the introduction of new products during the year
2000, will promote long-term growth, with a high distributor enrolment.
COST OF SALES
Cost of sales for the three months ending April 30, 2000 decreased by
approximately $4,000 or 4% compared to the same period 1999. As a percentage of
sales, cost of sales increased from 29% to 105%.
Cost of sales for the nine months ending April 30, 2000 decreased by
approximately $103,000 or 35% compared to the same period 1999. As a percentage
of sales, cost of sales increased from 29% to 41%.
The increase in cost of sales as a percentage of net sales is
attributable to the total reorganization of executive management team. Newly
elected executives are completely overhauling the Company's human resources,
technological communications, product order processing of customers, and
increase in volume based efficiencies in production and procurement activities.
The introduction of new products during the year 2000, in the opinion
of management, will promote long-term growth, with a high distributor enrolment.
SELLING & MARKETING EXPENSES
Selling and marketing expenses for the three months ended April 30,
2000 decreased by approximately $129,000 or 76% compared to the same period
1999. As a percentage of sales, selling and marketing expenses decreased from
48% to 44%.
Selling and marketing expenses for the nine months ended April 30,
2000 decreased by approximately $279,000 or 55% compared to the same period
1999. As a percentage of sales, selling and marketing expenses remained level at
approximately 49%.
The Company added a new level, or position, in the distributor
compensation plan represents the earliest level in the Company's network
marketing system eligible to receive incentives. The Company believes this new
level will assist in distributor retention efforts by paying these distributors
earlier on reduced down-line requirements. However, this level does pay at a
lower rate than other levels in the Company's network marketing system.
RESEARCH AND DEVELOPMENT
Research and development expenses for the nine months ended April 30,
2000 decreased by approximately $50,000 or 100% compared to the same period
1999.
The Company expects the impact of these factors on the Company's
<PAGE>
operating expenses to be reduced as a result of actions taken through on going
Company restructuring.
The Company continues to keep abreast of the latest research in
nutrition and degenerative diseases and is committed to developing new products,
reformulating existing products and maintaining its involvement in numerous
clinical studies.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the three months ended April
30, 2000 increased by approximately $51,000 compared to the same period 1999.
For the nine months ended April 30, 2000 decreased by approximately $146,000 or
23% compared to the same period 1999. As a percentage of sales, general and
administrative expenses increased from 62% to 104%. The increase in, general and
administrative expenses as a percentage of sales can be attributed to the
decline in sales.
The Company expects the impact of general and administrative expenses
to be reduced as a result of actions taken through Company restructuring.
NET EARNINGS (LOSS)
Operations coupled with the restructuring yielded a net loss of
approximately $114,000 and $464,000 for the three and nine months ended April
30, 2000. The comparable periods of the prior year yielded net income of
approximately $70,000 and a net loss of approximately $395,000.
LIQUIDITY AND CAPITAL RESOURCES
The President, C.E.O. and shareholders have committed to funding
required working capital necessary for the Company. Funding during the three
quarters ended April 30, 2000 was for infrastructure such as communication and
computer systems. There are no formal contractual commitments between the
Company and these parties for capital, lines of credit or similar short-term
borrowings.
It is anticipated that the year 2000 should expand current sales and
increased distributors membership through the introduction of new products and
distributor services which should exceed the Company's working capital
requirements for the next fiscal year.
The decrease in liquidity during the quarter was primarily from cash
used by operations. The Company generates and uses cash flows through three
activities: operating, investing, and financing. For the nine months ended April
30, 2000, operating activities used cash of approximately $252,000 as compared
to net cash used of $73,000 for 1999.
Investing activities used $98,000 for the nine months ended April
30,2000 compared to $-0- for same period 1999. The decrease in cash flow from
investing activities was from the purchase of furniture and equipment.
Financing activities provided $333,000 for the nine months ended
<PAGE>
April 30, 2000 compared to $73,000 for same period 1999. The increase in cash
flow from financing activities was from $264,000 loaned to the Company by
shareholders of the Company in the form of promissory notes, and $82,000
($70,000 net of repayments) from capital leases.
The President, C.E.O. believes that its current cash balances, the
available line of credit and cash provided by operations is sufficient to cover
its needs in the ordinary course of business for the next 12 months. If the
Company experiences unusual capital requirements to complete the new infra
structure and communication systems, additional financing may be required.
However, no assurance can be given that additional financing, if required, would
be available on favorable terms. The Company may attempt to raise additional
financing through the sale of its equity securities in the form of preferred
stock or loans to finance future growth of the Company. Any financing, which
involves the sale of equity securities and loans in the form of short-term
instruments convertible into such securities, could result in immediate dilution
to existing shareholders.
The Company does not extend credit to its customers, but requires
payment prior to shipping, which eliminates significant receivables.
INFLATION
The Company does not believe that inflation has had a material impact
on its historical operations or profitability.
Seasonality
The Company believes that the impact of seasonality on its results of
operations is not material, although historically, growth has been slower in the
First Quarter of each year. This could change as new markets are opened and
become a more significant part of the Company's business.
Forward-Looking Statements
The statements contained in this Report on Form 10-QSB that are not
purely historical are considered to be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E
of the Securities Exchange Act. These statements represent the Company's
expectations, hopes, beliefs, anticipations, commitments, intentions and
strategies regarding the future. They may be identified by the use of words or
phrases such as "believes," "expects," "anticipates," "should," "plans,"
"estimates," and "potential," among others. Forward-looking statements include,
but are not limited to, statements contained in Management's Discussion and
Analysis of Financial Condition and Results of Operations regarding the
Company's financial performance, revenue and expense levels in the future and
the sufficiency of its existing assets to fund future operations and capital
spending needs. Readers are cautioned that actual results could differ
materially from the anticipated results or other expectations expressed in such
forward- looking statements for the reasons detailed in the Company's Annual
Report on Form 10-K under the headings "Description of Business" and "Risk
Factors. " The fact that some of the risk factors may be the same or similar to
the Company's past reports filed with the Securities and Exchange Commission
means only that the risks are present in multiple periods. The Company believes
that
<PAGE>
many of the risks detailed here and in the Company's SEC filings are part of
doing business in the industry in which the Company operates and competes and
will likely be present in all periods reported. The fact that certain risks are
endemic to the industry does not lessen their significance. The forward-looking
statements contained in this Report are made as of the date of this Report and
the Company assumes no obligation to update them or to update the reasons why
actual results could differ from those projected in such forward-looking
statements. Among others, risks and uncertainties that may affect the business,
financial condition, performance, development, and results of operations of the
Company include:
o The Company's dependence upon a network marketing system
to distribute its products;
o Activities of its independent distributors;
o Rigorous government scrutiny of network marketing
practices;
o Potential effects of adverse publicity regarding
nutritional supplements or the network marketing industry;
o Reliance on key management personnel, including the
Company's President, Chief Executive Officer and Chairman
of the Board of Directors, Mr. John Southerland.
o Extensive government regulation of the Company's products
and manufacturing;
o The possible adverse effects of increased distributor
incentives as a percentage of net sales;
o The Company's reliance on information technology;
o The loss of product market share or distributors to
competitors; or
o Potential adverse effect of taxation and transfer pricing
regulation or exchange rate fluctuations.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not engaged in any legal proceedings other than the
ordinary routine litigation incidental to its business operations, which the
Company does not believe, in the aggregate, will have a material adverse effect
on the Company, or its operations.
ITEM 2. CHANGES IN SECURITIES
During the quarter, the Company issued 10,000 shares in exchanged for
computer and Web consulting, development, system setup, and maintenance costs
valued at $15,600, and 3,142 shares for printing and copying services valued at
$6,283.
During the quarter, the Company issued 650,000 shares to
professionals in connection with the corporate reorganization.
During the quarter, the Company issued 4,400,000 shares on conversion
of Series AA Convertible Preferred Stock.
<PAGE>
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
(a) Exhibits
The following exhibits are included as part of this report:
Exhibit
NUMBER EXHIBIT
3.1 Articles of Incorporation and By-Laws of EEE-Energy Consultants, Inc.
(Formerly EEE-Hunter Associates, Inc.) (1)
4.1 Purchase Agreement --Convertible Preferred Stock Series J (2)
4.2 Convertible Preferred Series J - Designation of Rights (2)
4.3 Investor Rights Agreement (2)
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.
(2) Incorporated by reference to the Registrant's annual report on Form
10-KSB filed on November 12, 1999.
(b) The Company did not file a report on Form 8-K during the
three months ended April 30, 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.
VOYAGER INTERNET GROUP.COM
(Registrant)
DATE: JUNE 14, 2000 BY: /S/
------------------------- ---------------------------------------
Michael Johnson, Vice President, Director
(Principal Executive and Accounting Officer)
