SONICSAVE COM CORP, SB-2/A, 2000-12-28

SONICSAVE COM CORP
SB-2/A, 2000-12-28
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on December 28, 2000

Registration Statement No. 333-46592

================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-----------------

AMENDMENT NO. 1

FORM SB-2

REGISTRATION STATEMENT

Under

The Securities Act of 1933

-----------------

SonicSave.com Corp.

(Exact name of Small Business Issuer as specified in its charter)

Delaware 7375 04-351-6390
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

1330 Beacon Street, Suite 268, Brookline, MA 02446; (617) 734-7771

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Andre Danesh, President
1330 Beacon Street, Suite 268
Brookline, MA 02446
(617) 734-7771

(Name, address, including zip code, and telephone, including area code, of agent
for service)

with copies to:

Brian Brodrick, Esq.
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
(212) 841-0700

<PAGE>

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. |_|

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of Securities to be Offering Price Offering Registration
To be Registered Registered Per Unit(1) Price(1) Fee
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 par value, per share 15,000,000 $5.00 $75,000,000 $19,800(2)
------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee.

(2) Paid in connection with the filing of the Registration Statement.

-----------------

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

The Information In This Prospectus Is Not Complete And May Be Changed. A
Registration Statement Relating To These Securities Has Been Filed With The
Securities And Exchange Commission. We May Not Sell These Securities Until The
Registration Statement Filed With The Securities And Exchange Commission Is
Effective. This Prospectus Is Not An Offer To Sell These Securities And It Is
Not Soliciting An Offer To Buy These Securities In Any State Where The Offer Or
Sale Is Not Permitted.

<PAGE>

SUBJECT TO COMPLETION, DATED DECEMBER 28, 2000

10,000,000 shares of common stock

SonicSave.com Corp.

We are offering a minimum of 300,000 shares and a maximum of 8,500,000
shares of our common stock on a direct placement basis, at an assumed initial
public offering price of $5.00 per share. We will commence the offering on the
effective date of this prospectus and continue for a period of 120 days, unless
we extend the offering for an additional 90 days, or until we complete the
offering, whichever occurs sooner. All amounts that we receive prior to the
completion of the minimum offering will be deposited in an interest-bearing
escrow account with ___________________, New York, New York. If we do not
complete the minimum offering all funds will be promptly returned to investors
with interest and without deduction. We intend to permit our members and our
participating merchants and their employees to purchase shares in this offering
on a preferential basis.

This prospectus also relates to an additional 1,500,000 shares of common
stock that we plan to distribute from time to time during the 24 month period
following the date of this prospectus, at no cost, to the winners of a series of
promotional give-away contests that we intend to sponsor on our Website. We will
not receive any proceeds from our offering of these promotional shares.

The purchase of shares in this offering is highly risky and you should
very carefully and thoroughly read the "Risk Factors" section of this
prospectus, beginning on page 5. We currently have a negative net worth and you
should not invest in our company unless you can afford to lose your entire
investment.

Our common stock is not listed on any national securities exchange or the
Nasdaq Stock Market, and no public market currently exists for it.

Public Offering
Price Per Share Total
--------------- -----
Minimum proceeds, before expenses, to
SonicSave.com............................ $5.00 $ 1,500,000
Maximum proceeds, before expenses, to
SonicSave.com............................ $5.00 $42,500,000

Our officers will act as our sales agents in this offering, but they will
not receive commissions for any shares they sell.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Prospectus dated __________________, 2000

<PAGE>

TABLE OF CONTENTS

Page
----

THE OFFERINGS..................................................................2

SUMMARY FINANCIAL DATA.........................................................4

RISK FACTORS...................................................................5

FORWARD-LOOKING STATEMENTS....................................................12

USE OF PROCEEDS...............................................................12

DIVIDEND POLICY...............................................................13

DILUTION......................................................................15

CAPITALIZATION................................................................17

SELECTED FINANCIAL DATA.......................................................18

MANAGEMENT'S PLAN OF OPERATION................................................19

BUSINESS......................................................................26

MANAGEMENT....................................................................37

EXECUTIVE COMPENSATION........................................................39

PRINCIPAL STOCKHOLDERS........................................................42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................43

DESCRIPTION OF SECURITIES.....................................................43

PLAN OF DISTRIBUTION..........................................................45

SHARES AVAILABLE FOR FUTURE SALE..............................................49

SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES................49

EXPERTS.......................................................................50

LEGAL MATTERS.................................................................50

HOW TO GET MORE INFORMATION...................................................50

You may rely only on the information contained in this prospectus. We have
not authorized anyone to provide information different from that contained in
this prospectus. Neither the delivery of this prospectus nor sale of common
stock means that information contained in this prospectus is correct after the
date of this prospectus. This prospectus is not an offer to sell or solicitation
of an offer to buy our common stock in any circumstances under which the offer
or solicitation is unlawful.

Throughout this prospectus, we refer to ourselves as, SonicSave.com Corp.
as "we," "us" or "SonicSave.com." The term "common stock" means SonicSave.com
Corp.'s common stock, par value $.0001 per share.

-i-
<PAGE>

PROSPECTUS SUMMARY

SonicSave.com Corp.

SonicSave.com is a unique, business-to-consumer and business-to-business,
Internet discount buyers' club. We are currently in the formative stages of
introducing to the Internet a simplified yet sophisticated business strategy
which incorporates a combination of on-line, database and transaction management
technologies. Our proprietary purchasing model, patent pending, will permit
participating merchants to offer discounted products and services directly to a
targeted market consisting of our retail consumer members as well as corporate
account members.

We intend to differentiate ourselves from other Internet shopping sites in
order to create membership loyalty, brand name recognition and repeat purchasing
behavior in several ways, including by:

o providing a centralized multi-industry Website location
offering quality discounted goods and services that will
eliminate tiresome search efforts for our members;

o using weekly e-mail updates to identify and highlight a
cross-selection of industry-wide best deals;

o providing supportive customer service, and easy Website
functionality;

o arranging with certain of our participating merchants to
extend discounted savings to our members in connection with
their offline purchases from these merchants;

o providing members with the opportunity to receive shares of
our common stock, at no cost, by participating in a series of
promotional give-away contests; and

o offering our members a preferential opportunity to purchase
shares of our common stock in our direct placement offering.

Our principal executive offices are located at 1330 Beacon Street, Suite
268, Brookline, MA 02446. We can be reached by phone at (617) 734-7771, by fax
at (617) 734-7779 or via our Website at www.SonicSave.com. The information
contained on our Website is not a part of this prospectus.

SonicSave.com and SonicVIP.com are trademarks of SonicSave.com Corp. for
which we have filed federal trademark applications.

This is neither a solicitation to buy nor an offer to sell to persons in
the following jurisdictions: [ ], and no purchase of these securities by
persons in these jurisdictions is authorized.

<PAGE>

THE OFFERINGS

Direct placement of
common stock...........................We are offering a minimum of 300,000
shares and a maximum of 8,500,000 shares
of our common stock on a direct placement
basis.

Escrow Agent...........................All amounts that we receive prior to the
completion of the minimum offering will
be deposited in an interest-bearing
escrow account with ____________________,
New York, New York. If we do not complete
the minimum offering all funds will be
promptly returned to investors with
interest and without deduction.

Assumed initial offering price ........$5.00 per share.

Promotional common
stock offering ........................Up to 1,500,000 shares. We plan to
distribute the shares from time to time
during the 24 month period following the
date of this prospectus, at no cost, to
the winners of a series of promotional
give-away contests that we intend to
sponsor on our Website.

Common stock outstanding
before offerings ......................31,000,000 shares

Common stock outstanding
after offerings .......................32,800,000 if the minimum number of
shares are sold and all of the
promotional shares are distributed, and
41,000,000 if the maximum number of
shares are sold and all of the
promotional shares are distributed.

Use of proceeds........................For sales and marketing expenses, Website
development costs, repayment of debt to
the founding stockholder and general
working capital purposes. See "Use of
Proceeds".

Risk factors ..........................An investment in our common stock
involves significant risk . We currently
have a negative net worth and you should
not invest in

2
<PAGE>

our company unless you can afford to lose
your entire investment. See "Risk
Factors."

Except as otherwise specified, all per share information in this
prospectus is based on the number of shares outstanding as of September 30,
2000, and does not include 5,000,000 shares of common stock available for future
grant or issuance under our stock option plan as of the date of this prospectus
as well as shares that may be issued in the future to three of our executives
upon exercise of options issuable under their employment agreements. See
"Executive Compensation.".

3
<PAGE>

SUMMARY FINANCIAL DATA

The following financial data for the period May 1, 2000 (inception)
through June 30, 2000 has been audited by Grant Thornton LLP, independent
certified public accountants whose report thereon appears elsewhere in this
prospectus. Such report includes an explanatory paragraph relating to an
uncertainty regarding the ability of the Company to continued as a going
concern. With respect to the financial data for the three months ended September
30, 2000 and for the period May 1, 2000 (inception) to September 30, 2000 which
is unaudited, in the opinion of management, all adjustments necessary for a fair
presentation of such interim periods have been included and are of normal
recurring nature. The operating results for the interim period are not
necessarily indicative of results that may be expected for the full year. These
statements should be read in conjunction with the Financial Statements and Notes
thereto and Management's Discussion and Analysis of Financial Condition and
Results of Operations included in this prospectus.

<TABLE>
<CAPTION>
For the Period
May 1, 2000 For the Three For the Period
(Inception) to Months Ended From May 1, 2000 to
June 30, 2000 September 30, 2000 September 30, 2000
------------- ------------------ ------------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Statement Of Operations Data:
Revenue................................. $ -- $ -- $ --
Gross profit............................
Loss from operations.................... $( 151,127) $(264,974) $(416,101)
Net loss................................ $(151,127) $(264,974) $(416,101)
Basic and diluted loss per share........ $(0.00) $(0.01) $(0.01)
Weighted average number of common
shares outstanding...................... 31,000,000 31,000,000 31,000,000

<CAPTION>
As of June 30, 2000 As of September 30, 2000
------------------- ------------------------
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Cash.................................... $1,305 $ --
Working capital (deficit)............... $(13,280) $(58,279)
Total assets............................ $14,395 $117,110
Due to stockholder...................... $10,000 $134,120
Stockholder's (deficit)................. $(10,190) $(75,289)
</TABLE>

4
<PAGE>

RISK FACTORS

An investment in our common stock involves a high degree of risks and you
should not invest in our company unless you can afford to lose your entire
investment. Before investing in the shares of our common stock, you should
carefully consider the risks and uncertainties described below and the other
information included in this prospectus. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair as
business operations and your investment. If any of the following risks actually
occur, our business, financial condition or operating results could be harmed
and we could possibly cease operations. In such case, the trading price of our
common stock would decline and you may lose part or all of your investment.

We May Not Be Able To Continue As A Going Concern Because We Have Suffered
Losses From Operations.

We may be unable to operate as a going concern. Our independent
accountants have included an explanatory paragraph in their report on our
financial statements stating that our financial statements have been prepared
assuming that we will continue as a going concern. We have suffered losses from
operations since our inception, which cause substantial doubt as to our ability
to continue as a going concern. At September 30, 2000, (unaudited) we had an
accumulated deficit of $416,101 and a total stockholders' deficit of $75,289.

Because We Have No Operating History, We May Not Be Able To Successfully Manage
Our Business Or Achieve Profitability.

We were formed in May, 2000, and we have not yet generated revenues. We
have relied on loans from our principal stockholder to finance our operations.
We have devoted all of our efforts to organizing activities, developing our
proprietary business model, negotiating agreements with merchants, raising
capital and initial planning and development of our Website and operations.
Accordingly, we have no operating history on which you can evaluate us and our
prospects. We may not be able to successfully implement our business model,
manage our business to achieve or maintain profitability, and our prospects are
subject to the risks, expenses and uncertainties frequently encountered by
companies in the early stages of development in new and evolving markets for
online services. If we do not successfully manage these risks, our business will
suffer. We cannot assure you that we will successfully address these risks or
that our business strategy will be successful.

We Do Not Have An Underwriter for Our Offering, Which May Make It More Difficult
to Successfully Complete This Offering.

We are offering 8,500,000 shares of common stock on a direct placement
basis under the provisions of Rule 3a4-1 of the Exchange Act. We have never
engaged in the public sale of our securities, and have no experience in
conducting public securities offerings. Accordingly, there is no prior
experience from which investors may judge our ability to consummate this
offering. There can be no assurance that we will be successful in selling the
shares of common stock offered hereby. See "Plan of Distribution."

Our Promotional Give Away of Shares May Make It More Difficult for Us to Sell
Shares in Our Direct Placement Offering.

5
<PAGE>

The persons who receive shares of our common stock in our promotional give
away contests may sell these shares at any time at prices that may be less than
the price at which we propose to offer shares in our direct placement offering.
This may make it more difficult for us to successfully consummate this offering.

We Anticipate That We May Need To Raise Additional Capital And The Terms Of Any
Additional Financing May Dilute The Value, Rights, Preferences Or Privileges Of
Your Common Stock

We currently have no revenues and do not expect to have significant
revenues until our Web based discount buying club is in operation. If we are
unable to sell more than the minimum of 300,000 shares of common stock that we
are offering, we may need to raise additional funds through a private or public
offering of our securities to fully implement our marketing plans for our
Website and to hire additional personnel. Further, if we are unable to sell more
than the minimum number of shares that we are offering our growth may be
substantially delayed. We cannot be certain that additional financing will be
available on terms favorable to us, or at all. If adequate funds are not
available or are not available on favorable terms, our ability to fully
implement our marketing plans, hire a sufficient number of personnel, develop
our brand, take advantage of unanticipated opportunities, and otherwise respond
to competitive pressures will be significantly limited.

If we raise additional funds through the issuance of equity, equity-
related or debt securities, any or all of these securities may have rights,
preferences or privileges senior to those of the rights of our common stock and
our stockholders may experience additional dilution. We cannot be certain that
additional financing will be available to us on favorable terms when required,
or at all.

We Anticipate Significant Losses And Negative Cashflow For The Foreseeable
Future So That Your Investment May Not Be Valued Based On Our Earnings.

Since inception, we have been operating at a loss. We expect operating
losses and negative cash flow will continue for the foreseeable future. We
anticipate losses because we expect to incur costs and expenses related to:

o the development of our Website, database systems and SonicSave.com
infrastructure;

o brand development, marketing and other promotional activities;

o ongoing Website development and the development and expansion of our
Website content;

o membership base development;

o strategic relationship development; and

o general and administrative expenses, including anticipated increases
in officers' compensation.

Our profitability depends on our ability to generate and sustain revenue
from participating merchants, advertisers, sponsors, membership fees, and other
sources in an

6
<PAGE>

amount that exceeds our operating expenses. Because we are a new business with
no revenues to date, we cannot be sure that we will generate sufficient revenues
in the future to achieve or sustain profitability.

We May Not Be Successful in Managing Our Future Growth.

Our success depends upon effective planning and growth management. We
intend to continue to increase the scope of our operations and the number of our
employees. We also face challenges associated with upgrading and maintaining our
information systems and internal controls. If we do not successfully implement
and integrate these new systems or fail to scale these systems with our growth,
we may not have adequate, accurate and timely forecasting and financial
information.

If We Do Not Attract Enough Members, We May Not Be Able To Attract Participating
Merchants And Not Be Able To Commence Operation Of Our Program.

We expect our ability to attract a membership base and our ability to
attract participating merchants to be mutually dependent. If we cannot attract a
large member base, we will not be able to attract participating merchants. In
addition, because the on-line retailing market is new and rapidly evolving, we
cannot predict its effectiveness as compared to traditional methods of
retailing. As a result, demand and market acceptance for Internet retailing is
uncertain. We cannot guarantee that the market for on-line retailing will
continue to grow and develop or become sustainable. We currently expect that a
membership base of at least 1,000,000 will be needed to enable us to attract
suitable participating merchants. We also cannot guarantee that merchants will
accept our services as a replacement for traditional distribution channels. If
the market for on-line retailing fails to develop or develops more slowly that
we expect, then our ability to attract a sufficient number of members and
participating merchants may be materially adversely affected and we may have to
cease operations.

Our Success Depends On Retaining The Services Of Dr. Andre Danesh And On
Attracting and Retaining Other Qualified Personnel.

Dr. Andre Danesh, the President and founding stockholder of our company,
originated the plan for SonicSave.com, and we continue to be dependent on his
efforts to complete the development of the Website and to find members and
merchants and strategic partners. Thus, the loss of the services of Dr. Danesh
would delay the establishment of our business and could cause it to cease
operations. We do not have key man life insurance covering the life of Dr.
Danesh.

Our success also depends on our ability to continue to attract, retain and
motivate skilled employees who can effectively manage an online Website discount
buyers' club business. Competition for qualified e-commerce employees is
intense. We may be unable to retain our present key employees or attract,
assimilate or retain other qualified employees in the future. We may experience
difficulty in hiring and retaining skilled employees with appropriate
qualifications. Our business will be harmed if we fail to attract and retain key
employees.

7
<PAGE>

If We Do Not Successfully Compete For Internet Users Traffic On Our Website Will
Be Less Than We Expect And The Value of SonicSave.com May Be Reduced.

The market for Internet products, services and advertising is new, rapidly
evolving and intensely competitive. We will compete for consumer attention and
advertising expenditures with both traditional distribution channels and online
merchants and buying services. We expect competition to further intensify in the
future. Barriers to entry by potential competitors are low. We believe that the
principal competitive factors for Websites like ours include:

o quality and quantity of content;

o brand recognition; and

o the number of users, the duration and frequency of user visits and
user demographics.

Many of our existing and potential competitors have longer operating
histories in the Internet market, greater name recognition, larger customer
bases and significantly greater financial, technical and marketing resources
than we have.

Our Business May Be Adversely Affected If Proposals To Tax Internet Sales Are
Adopted.

A number of proposals have been made at the federal, state and local level
that would impose additional taxes on the sale of goods and services over the
Internet. If the proposals were to be adopted it might have the affect of
reducing the use of the internet for the purchase of goods and services which
could have a material adverse effect on our business.

Our Business Depends On Third Parties, Including Merchants, Providers Of
Technology And Features And Systems Developers.

The success of our business will depend on our establishing and
maintaining agreements with merchants who are willing to participate in the
SonicSave.com system to distribute their goods and services and grant attractive
discounts and incentives to SonicSave.com members. We have negotiated agreements
on a trial basis with six merchants, but we cannot assure you that we will be
able to retain these merchants or that we will be able to enter into additional
agreements with other merchants in the future. We are currently offering
merchants reduced rate and, in some cases, short term free trial participation
arrangements in order to induce them to use our Website.

We rely on certain third-party computer systems and third-party service
providers to operate our Website and related computer systems, including data
base and memory storage. Any interruption in these third-party services, or a
deterioration in their performance, could be disruptive to our business. Our
agreements with third-party service providers are terminable upon short notice
without incurring any penalties from those service providers. In the event our
arrangement with any of such third parties is terminated, we may not be able to
find an alternative source of systems support on a timely basis or on
commercially reasonable terms.

8
<PAGE>

Although We Intend To Expend Substantial Resources To Establish Our Brand, We
May Fail To Establish A Brand Identity.

We believe that establishing and maintaining our SonicSave.com brand will
be critical to attracting and expanding our user base and Web traffic as well as
our commercial relationships. We also believe that the importance of brand
recognition will increase due to the growing number of Internet sites and the
extremely low barriers to entry. If our users do not perceive our services to be
of high quality, or if we alter or modify our brand image, introduce new
services or enter into new business ventures that are not favorably received by
our users, the value of our brand could be diluted and the attractiveness of our
Website to our users could be decreased.

Our Steps To Protect Our Patents, Trademarks, Proprietary Rights And Domain
Names May Be Inadequate.

We regard our current and future patents, copyrights, service marks,
trademarks, trade dress, trade secrets and similar intellectual property as
critical to our success. We intend to rely on patent, trademark and copyright
law, trade secret protection and confidentiality and/or license agreements with
our employees, users, partners and others to protect our proprietary rights.
Effective patent, trademark, service mark, copyright and trade secret protection
may not be available in every country in which we may expand to provide services
online. Therefore, the steps we take to protect our proprietary rights may be
inadequate.

We currently hold rights to various Web domain names relating to our
brand, including the "SonicSave.com" and "SonicVIP.com" domain names. The
acquisition and maintenance of domain names generally are regulated by
governmental agencies and their designees and this regulation is subject to
change. Governing bodies may establish additional top-level domains, appoint
additional domain name registrars or modify the requirements for holding domain
names. As a result, we may be unable to acquire or maintain relevant domain
names in all countries in which we intend to conduct business.

Our Board Of Directors May Issue Preferred Stock With Rights Superior To Those
Of Our Common Stock Without The Consent Of Our Common Stockholders.

Our board of directors will have the authority to issue up to 5,000,000
shares of preferred stock without any further vote or action by common
stockholders. Our board may also determine the price, rights, preferences and
privileges of preferred stock. The rights of our common stockholders would be
subject to, and may be adversely affected by, the rights of any preferred
stockholders. The issuance of preferred stock with special voting or other
rights could negatively impact the market value of our common stock.

Our Management Will Continue To Own A Controlling Interest In SonicSave.Com
Following The Completion Of This Offering.

If we distribute the maximum number of shares of common stock being
offered in our direct placement offering, and in our promotional stock giveaway
contests, our president and founding stockholder, Mr. Andre Danesh, will
beneficially own or have voting control over approximately 73% of the
outstanding common stock. Accordingly, Mr. Danesh will have voting control over
all matters requiring stockholder approval, including the election of our
directors. Also, this concentration of ownership would have the effect of
preventing a change in control of SonicSave.com.

9
<PAGE>

Our Management Team Has Limited Experience In Running A Public Company.

Our Management team has had limited significant experience in a leadership
role in a public company. We cannot assure you that the management team as
currently configured will be able to continue to successfully lead a public
company. The failure of the management team to continue adequately handle this
challenge could have a material adverse effect on our business.

Purchases of Common Stock Will Incur Immediate and Substantial Dilution.

Our existing stockholders acquired their shares of common stock at an
average cost substantially below the assumed initial public offering price set
forth on the cover page of this prospectus. In addition, we plan to distribute
up to 1,500,000 shares of common stock, at no cost, to the winners of a series
of promotional give-away contests that we intend to sponsor on our Website.
Therefore, purchasers of common stock in the offering will experience immediate
and substantial dilution. To the extent that we grant options to purchase common
stock in the future that are there may be further dilution. See "Dilution."

Exercise of Options May Cause Substantial Dilution.

We currently have reserved 5,000,000 shares under our 2000 Stock Option
Plan (see "Stock Option Plan") to issue to grantees and recipients to purchase
shares of our common stock. The exercise of options by a substantial number of
grantees and recipients within a relatively short period of time could have the
effect of depressing the market price of our common stock and could impair our
ability to raise capital through the sale of additional equity securities.

We Will Be Subject To The Penny Stock Rules Which May Adversely Affect Trading
In Our Stock

Because our common stock is not listed on any securities exchange or the
Nasdaq Stock Market and may not have a trading price of at least $5 per share,
our common stock is subject to federal penny stock regulations. As a result, the
market liquidity for the shares being offered in this offering could be
adversely affected because these regulations require broker-dealers to make a
special suitability determination for the purchase and to have received the
purchaser's written consent to the transaction prior to sale. This makes it more
difficult administratively for broker-dealers to buy and sell stock subject to
the penny stock regulations on behalf of their customers. As a result, it may be
more difficult for a broker-dealer to sell the shares purchased in this
offering.

There Can Be No Assurance That A Public Trading Market Will Develop For Our
Stock.

No public trading market in our common stock currently exists, and we
cannot be certain that one will develop. If an active trading market for the
common stock does not develop, a purchaser of shares in this offering may not be
able to sell their shares.

Our Stock Price Could Be Extremely Volatile, As Is Typical Of Internet-Related
Companies.

You may not be able to resell your shares of common stock at or above the
initial public offering price due to the possible volatility of our common stock
after this offering. The stock market has experienced significant price and
volume fluctuations, and the market prices of

10
<PAGE>

securities of technology companies, particularly Internet-related companies,
have been highly volatile.

The market price for our common stock is likely to be highly volatile and
subject to wide fluctuations in response to the following factors:

o actual or anticipated variations in our quarterly operating results;

o announcements of technological innovations or new products or
services by us or our competitors;

o changes in financial estimates by securities analysts;

o conditions or trends in e-commerce;

o changes in the economic performance or market valuations of other
Internet, e-commerce or retail companies;

o announcements by us or our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;

o additions or departures of key personnel;

o release of lock-up or other transfer restrictions on our outstanding
shares of common stock or sales of additional shares of common
stock; and

o potential litigation.

In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
such a company. The institution of such litigation against us could result in
substantial costs to us and a diversion of our management's attention resources.

You Are Unlikely To Receive Dividends For The Foreseeable Future.

We have never declared or paid cash dividends on our common stock. We
currently intend to retain all available funds and any future earnings for use
in the operation and expansion of our business and do not anticipate paying any
cash dividends in the foreseeable future.

We May Not Receive Favorable Tax Treatment For Common Stock Awarded To Our
Members Through Our Give Away Contests.

Common stock awarded through our promotional give away contests will
result in taxable income to members based on the fair value of stock received.
The tax treatment for SonicSave.com is not certain and may be subject to
challenge by the IRS. The question of corporate tax deductibility, equal to the
amount of ordinary income reported by the customer, is a controversial issue and
may not qualify as a tax deduction under IRC Section 162. Alternative methods of
accounting for the tax consequences of this event are to treat the value of
stock awarded through give away contests as currently deductible, an asset to be
amortized as a start up cost, or never deductible.

11
<PAGE>

Winners Of Our Promotional Give Away Contests Will Have To Pay Taxes On The
Prizes.

Contest winners in our promotional give away contests will be required to
include the fair market value of the shares of common stock that they receive in
their gross income for federal state and local income tax purposes and will be
required to pay taxes on this income. There is no assurance that they will be
able to sell a sufficient amount of shares to provide funds to pay these taxes
when due. See "Certain Federal Income Tax Consequences of Stock Give Away
Contests."

Determination Of Offering Price.

The price of the 8,500,000 shares we are offering for sale under this
prospectus was arbitrarily determined in order for us to raise up to a total of
$42,500,000 in this offering. The offering price bears no relationship
whatsoever to our assets, earnings, book value or other criteria of value. Among
the factors considered were our limited operating history, the proceeds to be
raised by the offering, the amount of capital to be contributed by purchasers in
this offering in proportion to the amount of stock to be retained by our
existing stockholders, and our relative cash requirements. The initial public
offering price may not be indicative of the market price for the common stock
after the offering, which price may decline below the initial public offering
price.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements based on our current
expectations about our company and our industry. The terms "believe", "intend",
"plan", "may", "will", "expect", "should", "could", "estimate", "anticipate",
"possible", and similar terms identify forward-looking statements. These
forward-looking statements involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking
statements as a result of, among others, the factors described in the "Risk
Factors" section and elsewhere in this prospectus.

USE OF PROCEEDS

We have estimated the net proceeds to us of our direct placement offering
of shares at an assumed initial public offering price of $5.00 to be $42,265,000
if we sell the maximum number of shares; $21,015,000 if we sell 4,250,000
shares; and $1,265,000 if we sell the minimum number of shares, in each case
after deducting $235,000 for estimated offering expenses, including legal and
accounting fees.

The following table indicates, in the order of priority, our proposed uses
of proceeds at each level of shares sold:

<TABLE>
<CAPTION>
300,000 4,250,000 8,500,000
Shares Shares Shares
------ ------ ------
<S> <C> <C> <C>
Gross Proceeds.............................. $1,500,000 $21,250,000 $42,500,000
Less: Offering expenses.................... $235,000 (15.6%) $235,000 (1.1%) $235,000 (.6%)
---------------- --------------- --------------
Net Proceeds from offering.................. $1,265,000 (84.4%) $21,015,000 (98.9%) $42,265,000
================== =================== ===========
(99.4%)
=====
Use of Net Proceeds:
</TABLE>

12
<PAGE>

<TABLE>
<S> <C> <C> <C>
Sales and marketing expenses, including
print, radio and online advertising, as
well as costs associated with obtaining
portal and Website sponsorships and
entering strategic alliances................
$ 569,250 (45%) $ 11,558,250 (55%) $ 27,472,250 (65%)
-------------- ----------------- -----------------

Technology and Website development,
including equipment and software purchases
and upgrades................................ $ 189,750 (15%) $ 2,101,500 (10%) $ 3,803,850 (9%)
-------------- ---------------- ---------------

Facility upgrades........................... $ 37,950 (3%) $210,150 (1%) $ 422,650 (1%)
------------ ------------- -------------

Hiring new personnel and consultants........ $ 88,550 (7%) $ 2,101,500 (10%) $ 4,226,500 (10%)
------------ ---------------- ----------------

General corporate and working capital
purposes.................................... $ 379,500 (30%) $ 5,043,600 (24%) $ 6,339,750 (15%)
--------------- ---------------- ----------------
</TABLE>

We may also use a portion of the net proceeds allocated to general
corporate purposes to make possible acquisition of or investments in businesses
and technologies that are complimentary to our business. However, we do not have
any agreements or understandings about any potential acquisitions or investments
at this time.

While we currently intend to use the proceeds of this offering
substantially in the manner set forth above, we reserve the right to reassess
and reassign such use among the categories of uses stated above if, in the
judgment of our Board of Directors, such changes are necessary or advisable. At
present, no material changes are contemplated.

Until used, we intend to invest the net proceeds in short-term
certificates of deposit or U.S. Treasury Notes.

We will not receive any proceeds from the promotional offering of
1,500,000 shares. We plan to distribute the shares from time to time following
the date of this prospectus, at no cost, to the winners of a series of
promotional give-away contests that we intend to sponsor on our Website. Each
person who registers to become a SonicSave.com member will automatically qualify
to participate in the contest with no purchase or membership fee required to
participate. See "Plan of Distribution."

Whether or not we receive any proceeds from our direct placement offering,
we anticipate requiring approximately $1.235 million to fund our minimum level
of operations during the 12 months ended December 31, 2001. We anticipate that
these funds will be available to us from loans from our principal stockholder
and through initial revenues from operations.

DIVIDEND POLICY

We have never declared or paid dividends on our common stock and we do not
anticipate paying any cash dividends in the foreseeable future. We intend to
reinvest earnings, if any, in the development or expansion of our business. Our
board of directors will determine, in its sole discretion, whether to declare
any dividends on our common stock in the future after taking into

13
<PAGE>

account various factors, including SonicSave.com's financial condition,
operating results, current and anticipated cash needs and plans for expansion.

14
<PAGE>

DILUTION

Dilution represents the difference between the offering price and the net
tangible book value per share of common stock immediately after completion of
this offering. Net tangible book value is the amount that results from
subtracting total liabilities and intangible assets from total assets, divided
by the number of shares of common stock outstanding. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders who paid
nominal consideration for their shares, and by the recipients of shares in our
promotional give-away contests who will not pay any consideration for their
shares.

As of September 30, 2000, (unaudited) the net tangible book value of our
shares was $(0.01) per share based upon 31,000,000 shares outstanding.

The following table illustrates the per share dilution to new investors,
assuming we sell the minimum and the maximum number of shares offered in our
direct placement offering and distribute all of the 1,500,000 shares offered in
our promotional stock give-away program, and does not give any effect to the
results of our operations subsequent to September 30, 2000:

Minimum Maximum
Offering Offering
-------- --------
Assumed Initial Public Offering
Price per Share ............................................. $5.00 $5.00

Net Tangible Book Value per Share at
September 30, 2000 .......................................... $(0.01) $(0.01)

Increase in Net Tangible Book Value per
Share Attributable to new Investors ......................... $0.04 $1.03

Net Tangible Book Value per Share After Offering ............ $0.03 $1.03
----- -----

Immediate Dilution per Share to New Investors ............... $4.97 $3.97
===== =====

The following tables summarize the number and percentage of shares
purchased and distributed, the amount and percentage of consideration paid and
the average price per share of our common stock paid by our existing
stockholders and by new investors in the offerings assuming that we sell the
minimum and the maximum number of shares offered in our direct placement
offering.

As indicated in these tables, the recipients of the 1,500,000 shares in
our promotional stock give-away contests will not pay any consideration for
these shares.

15
<PAGE>

Minimum Offering
----------------
Shares Purchased Total Cash Consideration
---------------- ------------------------ Price
Amount Percent Amount Percent Per Share
---------- ------- ---------- ------- ---------

Existing Stockholders 31,000,000 94.51% $ 3,100 0.21% $ *
New Investors 300,000 0.91% 1,500,000 99.79% $5.00
Promotional stock
Give-away 1,500,000 4.57% -- 0.00% $ --
---------- ------ ---------- ------ -----
32,800,000 100.00% $1,503,100 100.00% $5.00
========== ====== ========== ====== =====

----------

* Less than $.01 per share.

Maximum Offering
----------------
Shares Purchased Total Cash Consideration
---------------- ------------------------ Price
Amount Percent Amount Percent Per Share
---------- ------- ---------- ------- ---------

Existing Stockholders 31,000,000 75.61% $ 3,100 0.01% $ *
New Investors 8,500,000 20.73% 42,500,000 99.99% $5.00
Promotional stock
Give-away 1,500,000 3.66% 0.0 0.00% $ --
---------- ------ ------- ------ -----
41,000,000 100.00% $42,503,100 100.00% $5.00
========== ====== =========== ====== =====

----------

* Less than $.01 per share.

The above tables do not include 5,000,000 shares reserved for issuance
under our Stock Option Plan and the issuance of such shares may result in
further dilution to new investors.

16
<PAGE>

CAPITALIZATION

The following table sets forth, at September 30, 2000 the actual
capitalization of SonicSave.com.

This table should be read in conjunction with the financial statements of
SonicSave.com and related notes included elsewhere in this prospectus.

September 30, 2000
(Unaudited)

Due to stockholder ........................................... $134,120
---------
Stockholders' equity
Common stock, $ 0.0001 par value, 150,000,000 shares
authorized; 31,000,000 shares issued and outstanding ......... $3,100

Additional paid in capital ................................... $337,762

Deficit accumulated during development stage ................. $(416,101)

Less stock subscriptions receivable, 500,000 shares .......... $(50)

Total stockholders' equity (deficit) ......................... $(75,289)
---------
Total capitalization ......................................... $(58,831)
=========

At September 30, 2000 (unaudited), the amount due to our founding
stockholder, Mr. Andre Danesh, was $134,120.

17
<PAGE>

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
For the Period
May 1, 2000 For the Three For the Period
(Inception) to Months Ended From May 1, 2000 to
June 30, 2000 September 30, 2000 September 30, 2000
------------- ------------------ ------------------
(unaudited) (unaudited)
<S> <C> <C> <C>
Statement Of Operations Data:
Revenue.............................. $ -- $ -- $ --
Gross profit.........................
Loss from operations................. $(151,127) $(264,974) $(416,101)
Net loss............................. $(151,127) $(264,974) $(416,101)
Basic and diluted loss per share..... $(0.00) $(0.01) $(0.01)
Weighted average number of common
shares outstanding................... 31,000,000 31,000,000 31,000,000

<CAPTION>
As of June 30, 2000 As of September 30, 2000
------------------- ------------------------
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Cash................................. $1,305 $ --
Working capital (deficit)............ $(13,280) $(58,279)
Total assets......................... $14,395 $117,110
Due to stockholder................... $10,000 $134,120
Stockholder's (deficit)............. $(10,190) $(75,289)
</TABLE>

18
<PAGE>

MANAGEMENT'S PLAN OF OPERATION

Overview.

SonicSave.com Corp is a recently formed business-to-consumer and
business-to-business, Internet discount buyers' club. We are currently in the
formative stages of introducing to the web a simplified yet sophisticated
business strategy, which incorporates a combination of on-line, database and
transaction management technologies.

Since our inception, we have been engaged in primarily completing the
design phase of our business model, launching our Website on the Internet,
identifying and negotiating agreements with prospective participating merchants,
raising capital and enhancing our Website design and its functional operations.
We began to accept free members in October 2000 and as of November 30, 2000 we
had 800,000 free members and six participating merchants. We also had affiliate
relationships with 19 online merchants. To date, we have realized no revenues
from operations. There can be no assurance that the number of members and
merchants will continue to increase or will not decrease.

Our strategy is to create brand name recognition and sign up a large free
membership base in order to create a Website that is attractive to
participating merchants and advertisers. We believe that this will permit us to
generate sufficient revenues from participating merchant fees and advertising
revenues and from premium membership fees to support the costs associated with
our free membership program and to operate on a profitable basis. However, there
is no assurance that we will be successful in doing so.

Plan of Operations for Calendar 2001

During the 12 months ended December 31, 2001, we plan to complete the
initial development stage of our business and to commence full commercial
operations of our Website.

We anticipate requiring approximately $1.235 million to fund our minimum
level of operations during this period, including approximately $450,000 for
sales and marketing expenses to attract members and merchants; $150,000 to
expand our software and hardware infrastructure to accommodate the growth in
members, $235,000 on the expenses of this offering; and $400,000 on general and
administrative expenses, including rent and salaries for employees. We
anticipate that these funds will be available to us from loans from our
principal stockholder and through initial revenues from our operations.

However, we do not anticipate that we will be able to achieve sufficient
levels of free and paid members and participating merchants during this period
in order to generate sufficient revenues to operate on profitable basis unless
we expend additional amounts as we have outlined under "Use of Proceeds," for
the following uses:

o for sales and marketing to establish our brand name identity and attract
new members and merchants;

o to enhance and expand our software and hardware systems and facilities;

o to hire approximately 5 to 10 new employees; and

19
<PAGE>

o for working capital purposes, including to pay employee salaries and
service vendor expenses.

The timing and extent of our growth will depend upon our ability to raise
such additional funds either from the proceeds of our direct placement offering
or from other sources. To the extent that we are able to sell the maximum number
of shares offered hereby, it will allow us to accelerate our timetable. If we
are only able to sell the minimum number of shares offered hereby, then we
anticipate that the amount of time necessary for us to achieve these goals will
be greater and we may not be able to realize these goals and achieve
profitability before our financial resources are depleted.

Proposed Activities and Goals During Calendar 2001

o Our goal is to have 5 million free members and 100,000 paid members by the
end of calendar 2001. In order to attract and retain such a membership
base, we believe that we will need to attract approximately 70
participating merchants. In order to meet these goals, we intend to engage
in the following activities:

o We intend to commence our promotional stock give-away sweepstakes as of
the date of the final prospectus in order to attract additional free
members to our Website.

o We intend to commence an advertising campaign to build brand name
identifications and attract new members in coordination with the start of
our promotional stock give-away sweepstakes. We will advertise in print
and radio media and through new media channels such as internet banner ads
on other Websites and through direct e-mail solicitations. The size and
timing of our advertising campaign will depend upon the amount of funds
available to us.

o We will continue to solicit participating merchants through the efforts of
our officers and through agreements with industry consultants.

o We will also seek additional sources of revenue through affiliate
arrangements with online merchants and through the sale of advertising
space on our Website. We intend to hire an advertising agency with
internet experience to assist us in generating advertising revenue for our
Website.

o We will continue to enhance the features of our Website by upgrading and
expanding our hardware and software, to add additional features and to
meet the demands of an increasing member base.

o We will seek to hire five to ten additional employees in the areas of
administration, management information systems, technical services and
sales to accommodate increases in our membership base.

We cannot guarantee, however, that we will be able to achieve our goals
even if we receive the necessary funds or that the achievement of these goals
will permit us to operate on a profitable basis.

20
<PAGE>

Strategy.

Our strategy is to develop an Internet-based discount buyers' club
destination site that will permit consumers to have access to discounted goods
and services from multiple merchants on a regular basis. The following are key
elements of our strategy:

o maintain a state-of-the-art Website through our contract with Cue
Data Services, Inc. and through development and use of our
proprietary technology;

o create brand name recognition and sign up a large membership base on
our Website, through targeted direct marketing and Web-based
advertising efforts and through a series of promotional give-away
contests for shares of our common stock;

o differentiate ourselves from other Internet-based buying services by
providing both on-line and on-site purchasing options;

o enter into agreements with a large number of participating merchants
in a broad range of product and service categories;

o enter into advertising arrangements with other businesses and
companies that are interested in advertising on our Website, based
on the number of members and merchants;

o continually upgrade our Website to add merchants and services to
visitors and members; and

o introduce premium services such as SonicVIP.com

To our knowledge, our business model establishes a discount Internet
buyer's club that has no duplicate. However, in the future, modifications to our
business model may be required. A possibility also exists that a market for our
services will never develop. If a market fails to develop or develops more
slowly than expected, we might incur more losses than expected and we might not
become profitable.

Merchant Agreements.

We have identified potential merchants by researching publicly-available
industry data in the following industries: travel, retail, automotive and
insurance. Our selection strategy targets those companies having significant
market share and brand name recognition in their industries, as well as
financial stability and an internet-oriented advertising strategy. As an
inducement to try our new service, we are currently offering certain prospective
merchants reduced rate and, in some cases, short term free trial participation
arrangements on our Website.

As of November 30, 2000, we had made formal proposals to 200 merchants and
had entered into trial agreements with six participating merchants, on a
click-through fee basis in which we receive a fee whenever a member clicks on a
participating merchant's advertising page or Website - whether or not they make
a purchase. We will recognize only the click-through fees, and not the gross
sales prices charged to our members as revenues.

21
<PAGE>

Each participating merchant is furnished with one full page of secure ad
space on our Website. The merchant is responsible for designing and maintaining
the contents of its ad page at its own cost.

Each merchant that participates in SonicSave.com and SonicVIP.com is
required to offer our members discounts and other special promotions on its
goods and services and to honor such offers through Web-based purchases and/or
at its stores.

As of November 30, 2000, we had also entered into affiliate arrangements
with 19 merchants to permit them to link their Websites to our Website in
exchange for a fee based on sales made to our members who access their Websites
from our site.

Advertising Revenue.

Revenue from advertising on the internet is driven by the size and quality
of a Website's audience. We believe that our target audience --
bargain-conscious consumers -- will give us the ability to structure attractive
arrangements with advertisers. Advertising revenues if any, will be earned from:

o the sale of advertising banners;

o the placement of pop-up windows; and

o the sale of advertising in our weekly electronic newsletter.

We believe that our strategy for attracting new and repeat users to our
Website will provide attractive marketing opportunities for advertisers and
electronic merchants.

Costs and Expenses.

SonicSave.com's ongoing costs and expenses include the monthly fee charged
to host and update our Website and salaries to our employees. Also,
SonicSave.com has and will continue to enter into technology-related consulting
agreements with industry representatives who possess expertise in web design,
travel industry marketing and advertising, automotive sales and rentals and
sales of retail consumer products.

Future costs and expenses will include sales and marketing expenses
incurred to acquire new members and operating costs to maintain our Website. We
anticipate that sales and marketing costs will account for approximately 60 to
85% of total operating expenses in our first three years of operations.

These expenses will fall into the following principal expense categories:

o Promotional give-away contest - The shares issued in our promotional
give-away contests will be charged to operations as a promotion cost at
their then fair market value at the time of their issuance, which may be
more or less than $5.00 per share. We have also retained Ventura
Associates, to assist us in administering the contest for a fee equal to
$13,650.

22
<PAGE>

o Merchant Solicitation - We have retained various consultants in order to
assist us in identifying and attracting participating merchants for our
Website. The consulting agreements generally provide for hourly fees plus
bonus payments based upon our success in attracting new merchants.

o Brand Identification/General Advertising - In order to establish and
enhance our brand identification and support member and merchant
recruitment effects we intend to conduct an advertising and promotional
campaign using targeted print and radio ads and new media services such as
direct e-mail solicitations and banner advertising on other Websites. We
are currently in discussions with several advertising agencies in order to
select an agency that will assist us in developing such a campaign. We
anticipate that the selected agency will be paid a fee equal to
approximately 15% of the cost of the advertisements.

We expect to hire between five and ten employees during the second and
third fiscal quarters of 2001 assuming that we are successful in obtaining
additional funds from the proceeds of our direct placement offering or from
other sources. These "in-house" individuals will perform administrative,
technical and sales roles for the Company. We also intend to hire, on an
"as-needed" basis, independent contractors to perform marketing, public
relations and sales jobs for the company.

Results of Operations.

To date, our business has been in the early stages of development and has
not commenced operations. Accordingly, we have had no revenues for the period
May 1, 2000 (inception) through September 30, 2000 (unaudited). We incurred
expenses of $416,101 during this period, consisting of employee compensation
expenses, including $273,125 non-cash expense related to the issuance of
employee stock options, system development costs and other general
administrative costs. As of September 30, 2000 (unaudited), we had an
accumulated deficit of $416,101 (unaudited).

Contributed services represents an allocation of compensation costs for
the services provided by the principal stockholder. It is based on the
anticipated post initial public offering salary for which currently no salary is
drawn.

In July 2000, we moved into new office space. We occupy as a
tenant-at-will a portion of a facility that is under lease to our principal
stockholder. The allocation of rental expense at September 30, 2000 is based on
70% of the base monthly lease obligation. We anticipate that we may obtain
additional space upon completion of our initial public offering.

Liquidity and Capital Resources.

To date, SonicSave.com's working capital requirements have been satisfied
through capital contributions and loans from its founding stockholder, Mr. Andre
Danesh. Mr. Danesh has agreed to provide our company with a $1 million line of
credit, of which $311,500 (unaudited) had been advanced through December 21,
2000. The line of credit bears interest at the rate of 9% per annum and matures
on January 1, 2006.

23
<PAGE>

We believe that we have sufficient capital to complete the creation of our
Website and fund operations for at least the next twelve months. We do not
believe, however, that we will have sufficient capital to fully develop and
implement our marketing plan for our Website. As a result, we believe that
without the additional funds it would take a longer period of time to establish
an awareness of our brand name and attract a large membership base. Therefore,
we anticipate needing to raise substantial additional funds, which we propose to
do through the sale of up to 8,500,000 shares of common stock in this direct
placement offering. Accordingly, with the funds received as a result of this
offering, we could pursue additional opportunities in membership growth,
technical enhancements, communication systems, staffing, business expansion,
facility upgrades, hardware and international capabilities that would otherwise
not be affordable. However, there can be no assurance that we will be able to
raise funds in sufficient amounts or on terms acceptable to us, if at all.

If we raise additional funds by issuing equity securities or debt
securities that are convertible into equity securities, the percentage ownership
of our shareholders will be reduced and those securities may have rights and
privileges that are senior to our common stock.

We will not receive any proceeds from the issuance of the 1,500,000 shares
of "give-away" common stock to be distributed in our promotional offering.

Our independent certified public accountants report for the period from
our inception on May 1, 2000 through June 30, 2000 states that we are in the
development stage, have had no revenues from operations, will require
substantial additional funds for development and marketing, and that these
matters raise substantial doubt about our ability to continue as a going
concern.

Accounting Treatment of Promotional Give-Away Stock.

The shares issued in our promotional give-away contests will be charged to
operations as a promotion cost at their then fair market value at the time of
their issuance, which may be more or less than $5.00 per share.

Recent Accounting Pronouncements.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement established accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities on its
balance sheet and measure those instruments at fair value. The accounting for
changes in the fair value of a derivative depends on the intended use of the
derivative and the resulting designation. The Company does not currently use
derivative instruments.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements". This
bulletin summarizes certain views of the staff on applying generally accepted
accounting principles to revenue recognition in financial statements. The staff
believes that revenue is realized or realizable and earned when all of the
following criteria are met: persuasive evidence of an arrangement exists;
delivery has occurred or services have been rendered; the seller's price to the
buyer is fixed or determinable; and collectibility is reasonably assured. The
Company will record revenue in accordance with this bulletin.

24
<PAGE>

In May 2000, the EITF released Issue 00-2, "Accounting for Web Site
Development Costs". EITF Issue 00-2 establishes standards for determining the
capitalization or expensing of incurred costs relating to the development of
Internet web sites based upon the respective stage of development. The Issue is
effective for fiscal quarters beginning after June 30, 2000 (including costs
incurred for projects in process at the beginning of the quarter of adoption).
The Company adopted the provisions of EITF 00-2 effective July 1, 2000 and has
capitalized web site development costs. Upon completion of the web site
development project, the Company will amortize these costs on a straight-line
basis over a two year period.

In July 2000, the EITF released 00-14, " Accounting for Certain Sales
Incentives." The release addresses the recognition, measurement, and income
statement classification for sales incentives offered voluntarily by a vendor
without charge to customers that can be used in, or that are exercisable by a
customer as a result of, a single exchange transaction. The accounting treatment
for sales incentives, such as the Company offering participating merchants a
reduced rate or trial participation period and offering certain corporate
members reduced annual fees, is being evaluated by management to determine if
the free item is an element in an exchange transaction that should be classified
as cost of sales, or if the sales incentive should be classified as a reduction
in revenue.

25
<PAGE>

BUSINESS

General.

SonicSave.com, is a unique, business-to-consumer and business-to-business,
Internet discount buyers' club. We are currently in the formative stages of
introducing to the web a simplified yet sophisticated business strategy which
incorporates a combination of on-line, database and transaction management
technologies. Our proprietary purchasing model, patent pending, will permit
participating merchants to offer discounted products and services directly to a
targeted market consisting of our retail consumer members as well as corporate
account members. We began to accept free members in October 2000 and as of
November 30, 2000 we had 800,000 free members and six participating merchants.
We also had affiliate relationships with 19 online merchants. To date we have
had no revenues from our operations. There can be no assurance that the number
of members and merchants will continue to increase or will not decrease.

We have established a one-stop Internet shopping location that we believe
will function in an efficient, secure and user-friendly fashion by eliminating
many of the intermediary middlemen normally involved in the chain of
distribution of consumer goods and services. As a result we can offer a wide
range of discounted goods and services to our members while creating a dynamic,
business-to-business networking center for our participating merchants. We
believe our program will also increase our participating merchants' sales
potential via access to our on-line audience of consumers.

To our knowledge, this innovative business approach to on-line selling is
unique to the Internet environment.

Industry Background.

Growth of the Internet. The Internet has emerged as a global medium,
enabling millions of people worldwide to share information, communicate and
conduct business electronically. International Data Corporation estimated that
the number of Web users would grow from approximately 150 million worldwide in
1998 to approximately 500 million worldwide by the end of 2003.

The growing adoption of the Web represents an enormous opportunity for
businesses to conduct commerce over the Internet. International Data Corporation
estimated that commerce over the Internet would increase from approximately $40
billion worldwide in 1998 to approximately $900 billion worldwide in 2003.

The Direct Marketing Opportunity of the Internet. The same advantages that
facilitate the growth of electronic commerce make the Internet a compelling
medium for direct marketing campaigns. Direct marketing over the Internet uses
e-mail to reach potential buyers, potentially offering them a significantly
broader selection of products and services than is available locally.
Internet-based direct marketing also allows marketers to rapidly collect
meaningful demographic information and feedback from consumers and to use this
information to tailor new messages quickly.

The Frugal Shopper Opportunity. SonicSave.com's business model focuses on
the Internet population referred to as "Bargainers" in the Media Metrix/McKinsey
April 2000

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survey titled: All Visitors Are Not Created Equal." This survey of 50,000
Internet users pegs 8% of the on-line population as belonging to this segment.
These individuals identify with being "frugal" and generally spend less time
on-line. Those who fall within the "frugal" category will be the primary target
of a controlled launch for SonicSave.com's Internet discount buying club.

SonicSave.com will seek to extend the capabilities of "bricks and mortar"
and on-line merchants in promoting purchase behavior over the Internet. In a
recent survey conducted by Bain & Company for Mainspring Communications,
researchers concluded: "on-line merchants must strive to gain customer loyalty
if they are to become profitable." In a survey by Infoquest, it was found that
of those shopping on the Web, "only 25% actually purchase products or services."
Current shopping behaviors indicate that the loyalty is very much a function of
trust -- that the price is right, that the transaction is secure, the merchant
will stand behind the product and the customer has the opportunity to inspect
the merchandise.

SonicSave.com will seek to create an e-commerce environment that blends
the benefits of on-line shopping with the confidence that comes from purchasing
at the store while enjoying the benefits of a buyers' club discount.
SonicSave.com will offer shoppers much of what is missing from the on-line
purchase experience -- the satisfaction of bringing the bargain home, with the
potential of customer loyalty.

The statistical data concerning the Internet is taken or derived from
information published by the sources listed above. Although we believe that the
data that is included in the Industry Background section of this prospectus is
generally representative of the matters reflected therein, the data may be
imprecise and investors are cautioned not to place undue reliance on it.

Strategy.

o create and implement a state-of-the-art Website through our contract
with Cue Data Services and through use of our proprietary
technology;

o create brand name recognition and sign up a large membership base on
the Website, through our targeted direct marketing and Web
advertising efforts and through a series of promotional give-away
contests for our shares of common stock;

o differentiate ourselves from other Internet based buying services by
providing on-line and on-site purchase options through the use of
smart-card technology;

o enter into agreements with a large number of participating merchants
in a broad range of product and service categories;

o enter into advertising arrangements with different businesses and
companies that are interested in advertising on our Website, based
on the number of members and merchants;

o continually upgrade our Website to add vendors and services to
visitors and members; and

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o introduce premium services such as SonicVIP.com

To our knowledge, our business model establishes a discount Internet
buyer's club that has no duplicate. However, in the future, modifications to our
business model may be required . A possibility also exists that a market for our
services will never develop. If a market fails to develop or develops more
slowly than expected, we might incur more losses than expected and we might not
become profitable.

To be successful, we must:

o attract a large membership base of loyal consumers;

o develop and increase awareness of our brands;

o attract a large number of participating merchants in a broad range
of product and service categories who are willing to provide
attractive discounts and incentives to our members;

o continue to develop and upgrade our technology;

o establish strategic relationships with Web traffic and other
customer referral sources;

o build an operations structure to support our business; and

o attract and retain qualified personnel.

We cannot guarantee that we will achieve these goals. We also cannot
guarantee that merchants will accept our services as a replacement for
traditional distribution channels. Market acceptance of our services will depend
on the continued growth in the use of the Internet in general and as a source of
discount shopping in particular. The failure of our services to achieve market
acceptance would prevent us from attracting a large member base and would
adversely affect our revenues.

The SonicSave.com Business Solution.

Our patent pending business method involves Web architecture enabling
SonicSave.com to perform a series of transactional steps from initiating
consumer interest through purchase. SonicSave.com operates a central Website
capable of communicating with club members and participating merchants'
Websites. Our business method permits us to bring the market, consisting of
travel, automotive, insurance and retail product and service providers, directly
to the consumer.

There are various buying incentives that may be made to the members under
our business method, but the most frequently used buying incentive will be in
the form of a discount on the purchase price paid by a member for a selected
good or service. Member enrollment may be by a communication network such as the
Web and the completion of an on-line form; or by hard copy using a printed
enrollment form. Either method will include an agreement containing conditions
of membership. The collected member data is then input

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and organized in our data base so that a catalog of products, services, and
incentives suitable for that particular member will be available from
participating merchants.

Data from participating merchants is compiled and placed on our Web site
in the form of a catalog. The catalog includes hyperlinks to participating
merchants enabling our member to view and use the participating merchant's web
site.

Referral information includes member's unique identification number
assigned upon enrollment and the identification of a selected product or service
inclusive of the unique identification number assigned the product or service.
Referral processing software running on the participating merchant's site uses
this information to identify, the member using the hyperlink, the product or
service the member selected from the catalog and the buying incentive for that
product available to the member. If the member subsequently purchases a selected
product from the participating merchant's site, referral processing software
automatically transmits a record of the purchase to our computer for storage in
the member data base and can be used for credit towards additional incentives
that may become available to the member.

We offer two forms of membership:

o free membership under the name "SonicSave.com", which
will provide the basic level of service available to all
members; and

o paid membership under the name "SonicVIP.com," which
will provide a premium level of service, including
additional benefits with higher cost savings.

Upon completion of enrollment, SonicSave.com will forward to new members
formal membership confirmation along with a directory of products, services,
participating merchants and available incentives.

In time, strategic planning initiatives for off-line shopping enhancements
will enable each member to receive a unique, coded, Internet identification
card. The code on the member's card is machine-readable for transmission over a
merchant's communications network. This will identify SonicSave.com members to
affiliated merchants when they are shopping off-line at "brick and mortar"
locations. Printed discount coupons are also being considered.

Each member will also receive a unique, Internet identification code, and
may receive a membership card displaying the member's identification or a
printed discount coupon. If the member chooses, the code is machine readable and
capable of transmission over a communications network to the SonicSave.com
Website.

Our business plan also contemplates seeking strategic partners with whom
we can jointly offer membership cards with bank or financial institution credit
and debit card capability.

Our Website will be divided into a number of areas, including a catalog of
participating merchants and a section that highlights particular specials and
incentives that are being offered by the merchants. We will provide each
participating merchant with one full page of secure ad space on our Website. The
merchant will be responsible for designing and maintaining the

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contents of its ad space at its own cost. In addition, we will send out periodic
e-mails to our members that highlight particular merchants and their offerings.
These e-mail notifications will be targeted to the members' preferences.

Our Website will offer members alternative buying options. One option will
permit the member to purchase merchandise directly from a participating
merchant's page on our Website. In this instance, SonicSave.com electronically
forwards the purchase order to the merchant for fulfillment; all of which is
executed through our Website portal.

Members will also have the ability to purchase merchandise directly from
the merchant using SonicSave.com's Website hyperlink to the merchant's Website.
Again, fulfillment would be by the merchant.

In the future, in some instances, members will also be able to use their
SonicSave.com membership cards to receive discounts when they make purchases at
the stores of participating merchants.

For the two months ended June 30, 2000 and the three months ended
September 30, 2000 (unaudited) research and development expenses related to the
business method and Website features were $0 and $32,700, respectively.

Premium Services.

We intend to offer a premium level of service known as "SonicVIP.com" at a
cost of $25.00 per year. The Sonic VIP member will receive all of the benefits
of being a member of SonicSave.com, plus special offers on high end products and
services for consumers and business customers.

MediaMatrix best defines the customer segment for this product as the
"simplifiers" -- those in search of access to deals, but who "find no thrill in
the hunt." As a group this user-class represents a base of 48 million people.

o SonicVip.com will offer members discounts on a wide range of high
value products including:

o health care insurance;

o first class travel;

o luxury hotel packages;

o on-line "discount events" offered by high end merchants and service
providers.

Recruitment Strategy for Members.

In order to attract new members to our Website, we intend to use the
following strategy:

o we will recruit members using highly targeted direct marketing and
Web advertising vehicles focused on attracting bargain conscious
shoppers such as

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college students and young adults, and retired persons. Our
promotions will carry an "It's OK to be frugal" message;

o SonicSave.com members will be offered the opportunity to acquire
shares of our common stock by participating in a series of
promotional give-away contests for up to 1,500,000 shares of our
common stock . Commencing on the date of the final prospectus, each
month for a period of 24 months we will select at random from among
all SonicSave.com members and other eligible participants two first
prize winners who will each receive 10,000 shares of common stock;
two second prize winners who will each receive 5,000 shares of
common stock and 200 runner-up winners who will each receive 100
shares of common stock. In addition, in 2001 and 2002 we will select
at random from among all SonicSave.com members a grand prize winner
who will receive 100,000 shares of common stock. We will also select
a grand prize winner to receive 100,000 shares of common stock once
SonicSave.com & SonicVIP.com exceeds 1,000,000 members; see "Plan of
Distribution - Promotional Stock Give-Away Contests";

o we will seek and reward referrals among our registered membership
base using a viral marketing technique; and

o SonicSave.com will employ a business account strategy as
relationships with business service providers are developed. This
approach provides our merchants with an opportunity to fashion their
advertising and revenue models more closely to their market and
within their budget constraints.

SonicSave.com's goal is to create a critical mass of users who take pride
in their ability to save money. The anonymous nature of the Internet allows
those who identify with being excessively frugal a portal into the world of Web
discounts with little or no transparency. This community of SonicSave.com
members will carry their membership with them through check out. We can also
support special on-site offers through this technology.

We will market ourselves to the universe of on-line discount shoppers as
the "place for people who worry about spending too much." SonicSave.com will
employ a targeted campaign to position itself as the Web's only site designed
for the customer segment identified as "Bargainers."

Specific tactics will include:

o market research to test the positioning for SonicSave.com;

o launch activities in major markets directed at the consumer
audience, including mailings, events and tele-center activity;

o a referral campaign will be launched, on-site, as membership reaches
critical mass;

o a public relations campaign directed at newspaper and magazine
consumer reporters announcing the SonicSave.com site;

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o cooperative advertising with participating merchants and
best-in-class consumer Websites; and

o marketing activities will include sponsorships of events aligned
with the demographic profile of potential members in major markets.

SonicSave.com expects marketing costs to account for 60% to 85% of
operational expenses in the first three years of corporate operations. We
anticipate that co-operative advertising and strategic alliances will offset a
portion of these costs.

Participating Merchants

As of November 30, 2000, we had entered into trial agreements with six
participating merchants, on a click-through fee basis in which we receive a fee
whenever a member clicks on a participating merchant's advertising page or
Website - whether or not they make a purchase. We will recognize only the
click-through fees, and not the gross sales prices charged to our members as
revenues.

Each participating merchant is furnished with one full page of secure ad
space on our Website. The merchant is responsible for designing and maintaining
the contents of its ad page at its own cost.

As of November 30, 2000, we had also entered into arrangements with 19
merchants to permit them to link their Websites to our Website in exchange for a
fee based on sales made to our members who access their Website from our site.

We propose to recruit participating merchants by offering the following
benefits:

o initial trial periods in which they may participate on our Website
at reduced rates or, in some cases, without charge;

o a captive audience of discount shoppers who can purchase using
"clicks and mortar" and "bricks and mortar" transaction
technologies;

o added control over discount and other special promotional offers in
the on-line environment, as SonicSave.com incorporates one of the
retail industry's most successful innovations -- namely off-price
retailing;

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o co-branding opportunities with participating merchants in other
business classes for product and service packages; and

o the ability to create a loyal customer base.

Advertising Revenue.

Revenue from advertising on the internet is driven by the size and quality
of a Website's audience. We believe that our target audience -- frugal consumers
-- will give us the ability to structure attractive arrangements with
advertisers. Advertising revenues, if any, will be earned from:

o monthly advertisement fees paid by merchants;

o the sale of advertising banners;

o the placement of pop-up windows;

o the sale of advertising in our weekly electronic newsletter; and

o revenue streams from advertisers generated from weekly, automated
e-mail services.

o We believe that our strategy for attracting new and repeat users to
our Website will provide attractive marketing opportunities for
advertisers and electronic merchants.

Operations and Technology.

SonicSave.com's business is supported by a state-of-the-art systems
platform, which was designed with an emphasis on scalability, performance and
reliability. The software platform that we use was designed to include open
application protocol interfaces that can provide real-time connectivity to
merchants in a range of industries. SonicSave.com's Internet servers utilize
Verisign digital certificates to help it conduct secure communications and
transactions.

All proprietary software developed to date was contracted to DLF Webgroup
Inc. and Alexander Gediman, a freelance web-designer who performs on an as
needed basis. The DLF contract has been completed and there are no further
obligations outstanding.

SonicSave.com will out-source most of its call center and customer service
functions, and will use a real-time interactive voice response system with
transfer capabilities to its call centers and customer service centers in
Boston, MA.

SonicSave.com's systems infrastructure, Web and database servers are
hosted at Media3 Technologies, LLC in Pembroke, MA pursuant to an "open-ended"
agreement that contains no clauses for penalties upon early termination. Media3
Technologies, LLC provides communication lines from multiple providers including
UUNet and AT&T, 24-hour monitoring and engineering support, an uninterruptible
power supply system and generator and redundant servers at its Pembroke, MA site
to provide service capability if the primary site fails.

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Competition.

The market for electronic commerce direct selling channels on the Internet
is new and rapidly evolving, and competition for members, consumers and visitors
is intense and is expected to increase significantly in the future. Barriers to
entry are relatively insubstantial. We believe that the principal competitive
factors for companies seeking to create electronic commerce networks on the
Internet are critical mass, functionality, brand recognition, member loyalty,
broad demographic focus and open access for visitors. Established companies,
which are primarily focused on creating electronic commerce networks on the
Internet, and with whom we will compete, include: Value America, Shopping.com,
Buy.com, Priceline.com, Fashionmall.com, the NetMarket division of Cendent
Corporation.

Many of our existing and potential competitors have longer operating
histories in the Web market, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than us. Such
competitors are able to undertake more extensive marketing campaigns for their
brands and services, and make more attractive offers to potential employees,
vendor affiliates, commerce companies and third-party content providers. There
can also be no assurance that we will be able to compete successfully against
our current or future competitors or that competition will not have a material
adverse effect on our business, results of operations and financial condition.

Governmental Regulation.

We are not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to access to online
commerce. However, due to the increasing popularity and use of the Internet and
other online services, it is possible that a number of laws and regulations may
be adopted with respect to the Internet or other online services covering issues
such as user privacy, pricing, content, copyrights, distribution, and
characteristics and quality of products and services. Furthermore, the growth
and development of the market for online commerce may prompt more stringent
consumer protection laws that may impose additional burdens on those companies
conducting business online. The adoption of any additional laws or regulations
may decrease the growth of the Internet or other online services, which could,
in turn, decrease the demand for our products and services and increase our cost
applicability to the Internet and other online services of existing laws in
various jurisdictions governing issues such as property ownership, sales and
other taxes and personal privacy is uncertain and may take years to resolve.

In addition, as our service is available over the Internet in multiple
states and foreign countries, and as we propose to offer our services to
numerous consumers residing in such states and foreign countries, such
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each such state and foreign country. We are qualified to
do business in only two states, and our failure to qualify as a foreign
corporation in a jurisdiction where it is required to do so could subject us to
taxes and penalties for the failure to qualify. Any such new legislation or
regulation, the application of laws and regulations from jurisdictions whose
laws do not currently apply to our business, or the application of existing laws
and regulations to the Internet and other online services could have a material
adverse effect on us.

Intellectual Property and Proprietary Rights.

SonicSave.com currently has one pending United States patent application.

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<PAGE>

While SonicSave.com believes that its pending patent application
helps to protect its business, there can be no assurance that:

o the pending patent application will result in the issuance of a
patent;

o competitors or potential competitors of SonicSave.com's will not
devise new methods of competing with us that are not covered by
SonicSave.com's patent application; or

o a third party will not have or obtain one or more patents that
prevent SonicSave.com from practicing features of its business or
will require SonicSave.com to pay for a license to use those
features.

There has been recent discussion in the press regarding the examination
and issuance of so-called "business-method" patents. As a result, the United
States Patent and Trademark Office has indicated that it intends to intensify
the review process applicable to such patent applications. SonicSave.com cannot
anticipate what affect, if any, the new process will have on our pending patent
application.

We regard our current and future copyrights, service marks, trademarks,
trade dress, trade secrets and similar intellectual property as critical to our
success. We intend to rely on trademark and copyright law, trade secret
protection and confidentiality and/or license agreements with our employees,
users, partners and others to protect our proprietary rights. Effective
trademark, service mark, copyright and trade secret protection may not be
available in every country in which we may operate to provide services online.
Therefore, the steps we take to protect our proprietary rights may be
inadequate.

We currently hold various Web domain names relating to our brand,
including the "SonicSave.com" domain name in the United States. Governmental
agencies and their designees generally regulate the acquisition and maintenance
of domain names and this regulation is subject to change. Governing bodies may
establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names. As a result, we
may be unable to acquire or maintain relevant domain names in all countries in
which we intend to conduct business.

The relationship between trademark and similar laws and domain name
registration is evolving, including passage during 1999 of the Anti-Cyber
Squatting Consumer Protection Act, which significantly enhances the ability to
prevent incorporation by third parties of trademarks into domain names.
SonicSave.com intends to actively pursue infringers who improperly incorporate
its trademarks into domain names, as appropriate, to maintain and enhance the
strength of its trademarks.

Employees.

As of September 30, 2000, we had 4 full-time employees . Our future
success will depend, in part, on our ability to continue to attract, retain and
motivate highly qualified technical and management personnel for whom
competition is intense. From time to time, we also employ independent
contractors. Our employees are not covered by any collective

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<PAGE>

bargaining agreement and we have never experienced a work stoppage. We believe
our relations with our employees are good.

We have also retained the following consultants on a short term or at-will
basis to assist us with various aspects of our business:

Matter Consultant
------ ----------

Website Technology Jeremy Delorey-freelance designer
Media 3 Technology Inc.-host services (See
"Business - Operations and Technology"
section)
DLF Webgroup Inc.-web construction
CueData Services Inc.-technical staffing
Alexander Gediman-freelance designer
Sweepstakes Management Ventura Associates
Telecommunications Brian Warren & Co.
Public Relations John Newton
Airline Merchant Agreements Donald L. Sexton Associates
Management Consulting Wirebridge Inc.

These consultants are generally paid on an hourly basis or, in some cases,
on a percentage or success fee basis.

Facilities.

Our headquarters are currently located in a facility in Brookline,
Massachusetts consisting of approximately 2,500 square feet of office space that
is leased by an affiliate of ours pursuant to a lease expiring on June 1, 2004
and that we occupy on an at-will basis.

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<PAGE>

MANAGEMENT

Executive Officers and Directors.

The following table sets forth information with respect to our directors
and executive officers:

Name Age Position
---- --- --------

Andre Danesh 66 President, Treasurer, Secretary and
Chairman of the Board
William Connolly 50 Senior Vice President and Chief
Financial Officer
Sean K. Wilder 26 Vice President, Business Development
David Reznikov 28 Vice President, Member Acquisition

Ira Cohen 46 Director, Member of Audit Committee

Charles W. Smith 68 Director

John J. Perkins 69 Director, Member of Audit Committee

----------

Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have qualified.
Officers are elected annually by the Board of Directors and serve at the
discretion of the Board.

Andre Danesh founded SonicSave.com and has served as its President and
Chairman of the Board since May 2000. During the past five years, Mr. Danesh
served as president of Allied Financial Corporation, a private investment
company which he founded and owns. From 1984 to 1986, Mr. Danesh served as the
chairman of the stockholder's committee of Charter Oil Company which became
Spelling Entertainment and was acquired by Viacom in July of 1999. From 1989 to
1990 Mr. Danesh served as the member of the stockholder's committee of Southmark
Co. He received his Bachelor of Science Degree and Masters Degree in chemistry
and mathematics from Indiana State University, a Doctoral Degree from the
University of Montpellier and a Post-Doctorate degree from the University of
Colorado.

William E. Connolly has served as Senior Vice President and Chief
Financial Officer of SonicSave.com since May 2000. From July 1998 to May 2000 he
served as an Asst. V.P., Branch Manager for Eastern Bank, Lynn, MA. From
September 1995 to July 1998 Mr. Connolly served as an Asst. V.P., Regional
Manager for Cambridgeport Bank, Cambridge, MA. He has also served as a branch
sales manager for Cape Cod Bank and Trust Co, Hyannis, MA and as a Mortgage
Sales Representative for Citizens Mortgage Corp., Providence, RI. From January
1986 to September 1993 Mr. Connolly was a Sales Manager at Government Systems
Division, GTE Corp., Taunton, MA. He was commissioned and served as a Captain in
the United States Air Force from 1979 to 1986. Mr. Connolly is a graduate of
Boston College and holds a Bachelor of Science Degree in Marketing.

Sean Wilder has served as Vice President of Business Development and
Advertising Sales of SonicSave.com since May 2000. From November 1998 to May
2000 Mr. Wilder served as Account Executive for E! Entertainment Television
Networks, Advertising Sales. From September 1997 to November 1998 Mr. Wilder
served as a National Broadcast Negotiator at Initiative Media Worldwide. From
August 1996 to 1997 Mr. Wilder served as a teleservices

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<PAGE>

representative at Massachusetts Financial Services. Mr. Wilder graduated from
Boston College and received his Bachelor of Arts Degree.

David Reznikov has served as Vice President of Member Acquisition of
SonicSave.com since February 2000. From March 1998 to October 1999 Mr. Reznikov
served as Director of Marketing for Equinox Corporation. From April 1996 to
April 1998 Mr. Reznikov worked as a paralegal for Peabody and Arnold LLP. Mr.
Reznikov graduated from Boston University and received his Bachelor of Arts
degree.

Ira Cohen has been a director of SonicSave.com since August 2000. Since
March 1998, he has served as president and chief operating officer of Aztec
Technology. From 1996 to March 1998 he served as an independent information
technology consultant providing strategic business and sales modeling advice for
various clients. From 1979 to 1996 he served as executive vice president and
co-founder of Copley Systems Inc. From 1976 to 1979 he served as economist at
Arthur D. Little Co. Mr. Cohen received his Bachelor of Arts degree in Economics
from Boston University.

Charles W. Smith has been a director of SonicSave.com since August 2000.
From 1972 to 1992, he served as VP and Senior VP of Finance and was also the
Treasurer for Boston University. From 1965 to 1972, he had served as VP of
Business Affairs of Haverford College. From 1964 to 1965, Mr. Smith served in
accounting practices and was CFO at the University of Uganda. He is also a
Fellow of the Institute of Chartered Accountants in England and Wales.

John J. Perkins has been a director of SonicSave.com since September 2000.
From March 1999 to present he has served as Senior Vice President of Acordia,
Inc. From 1984 to 1999 he served as President, Chairman of International
Insurance Group Ltd. From 1974 to 1984 he served as President of Corroon & Black
of Massachusetts. From 1970 to 1974 he served as Vice President of Marsh &
McLennan Inc. Mr. Perkins is a trustee of the City of Boston Retirement Fund and
a director of Fitforall.com. Mr. Perkins received his Bachelor of Arts degree
from Boston College.

Audit Committee. The Board of Directors has appointed an Audit Committee
consisting of Messrs. Cohen and Perkins. The duties of the Audit Committee are
to

o recommend to the full Board the auditing firm to be selected each
year as SonicSave.com's independent auditors,

o consult with the persons so chosen to be the independent auditors
with regard to the plan of audit, or proposed report of audit, and
the accompanying management letter, if any,

o periodically consult with the independent auditors, as appropriate,
out of the presence of management with regard to the adequacy of the
internal accounting and control procedures,

o review SonicSave.com's financial condition and results of operations
with management and the independent auditors and

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<PAGE>

o review any non-audit services and special engagements to be
performed by the independent auditors and consider the effect of
such performance on the auditors' independence.

EXECUTIVE COMPENSATION

Salary and Bonus; Employment Agreements.

No executive officer will be paid more than $100,000 in salary and bonus
for services provided to the Company during the fiscal year ending December 31,
2000.

SonicSave.com has entered into written employment agreements with all its
executive officers. Each agreement being a one-year term that provides for
payment of a base salary, which may be increased on or before the end of each
year. As of the date of this prospectus, the annual salaries payable to the
executive officers of SonicSave.com under these agreements or other arrangements
are as follows:

Name of Officer Annual Salary
--------------- -------------
Andre Danesh -0-
William Connolly $48,000
Sean K. Wilder $30,000
David Reznikov $26,000

SonicSave.com may terminate the employment agreements for cause, as
defined in each agreement; however, in the event that SonicSave.com seeks to
terminate an officer for breach of his employment agreement, it must first give
the officer written notice of the breach and an opportunity to cure. Each of the
above officers will devote his full business time to SonicSave.com except Mr.
Danesh who will devote 80% of his business time to SonicSave.com.

Each of the three executive officers, other than the principal
stockholder, received an immediate award of common stock upon entering into the
employment agreement. As of June 30, 2000 the aggregate amount of this award to
the executive officers was 800,000 shares. In addition to the stock award, each
of the three executive officers, other than the principal stockholder, have the
option to buy on an aggregate basis 25,000 shares of common stock at a price of
$0.25 per share at the end of every year beginning in the second year of
employment, so long as they are employed with SonicSave. Compensation expense in
the amount of $109,250 and $163,875 for the two months ended June 30, 2000 and
the three months ended September 30, 2000 (unaudited), respectively, was
recorded based on the anticipated issuance of an aggregate of 300,000 options at
an offering price of $5 per share.

In December 2000, the three executive officer's employment agreements were
modified to fix the total number of options granted to 100,000 per executive
(aggregate 300,000 options) at a price of $0.25 per share, beginning in the
second year of employment. The vesting period is four years beginning in the
second year of employment, so long as the employee is still employed by the
Company. These options must be exercised on or before

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<PAGE>

the end of the five-year period. As of the date of modification, the remaining
unrecognized compensation expense in the amount of approximately $988,000
(unaudited) will be recognized in future periods.

SonicSave.com anticipates that Mr. Danesh will commence receiving a salary
of $120,000 per annum following the receipt by us of net proceeds from our
public offering or other financing of at least $1,000,000 and that the other
officers will receive the following salaries at such time subject to the
approval of the Board of Directors : Mr. Connolly - $120,000; Mr. Wilder -
$73,000; and Mr. Reznikov - $72,000.

Directors.

Compensation. Members of our Board of Directors do not currently receive
any compensation for serving as such.

Stock Option Plan.

The Board of Directors adopted SonicSave.com's 2000 Stock Option and
Restricted Stock Plan, which we sometimes refer to below as the "2000 Plan," to
attract and retain qualified personnel. A total of 5,000,000 shares of
SonicSave.com's common stock may be issued to grantees and recipients under the
2000 Plan. The 2000 Plan allows issuance of both qualified or incentive options
and non-qualified options as well as shares of restricted stock and by its terms
continue in effect for 10 years. Options and stock awards will be granted to
employees, independent contractors, officers, directors and consultants at the
discretion of the Board of Directors or committee administering the 2000 Plan.

The Board of Directors and stockholders adopted the 2000 Plan in
September, 2000. The 2000 Plan provides for appropriate adjustment in the number
of shares subject to the 2000 Plan and to grants previously made if there is a
stock split, stock dividend, reorganization or other similar change affecting
SonicSave.com's corporate structure or its equity securities. If shares under a
grant are not issued to the extent permitted before the expiration or forfeiture
of the grant, those shares would again be available for future grants under the
2000 Plan. No grant may be made under the 2000 Plan after September, 2010, but
options granted before or on that date may extend beyond it.

The Board of Directors has delegated administration of the 2000 Plan to a
committee of the Board consisting of two members of the Board. At such time as
SonicSave.com has any class of equity security which is registered under Section
12 of the Exchange Act, the committee will consist of two or more non-employee
directors, the members of which will meet the SEC definition of "disinterested
directors" and the IRS definition of "outside directors." The option exercise
price, exercise period, time of vesting, and other terms of an option, in
addition to terms that are applicable to a stock award, will be determined by
the committee.

All employees, officers, directors, and consultants of SonicSave.com or a
subsidiary of SonicSave.com are eligible for options and stock awards under the
2000 Plan. At this time, it is not possible to predict the number of employees
who will be selected to receive options and/or stock awards under the 2000 Plan,
and the number of grantees could vary from time to time.

The number of shares to be issued upon the exercise of options which do
not qualify as "incentive stock options" under Section 422 of the Internal
Revenue Code will be limited

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to 15% or less of the amount of outstanding common stock upon completion of this
direct placement.

Unless otherwise fixed by the committee, the term of an option will be
five years from the date of grant, but no option may have a term of more than
ten years from the date of grant.

All options and warrants granted under the 2000 Plan will be granted with
exercise prices of at least 85% of the fair market value of the common stock on
the date of the grant.

Stock awards granted under the 2000 Plan may be subject to a restricted
period or may be fully vested as of the date of issuance. The Board, in its sole
discretion, at the time an award is made may prescribe other restrictions in
addition to expiration of the restricted period, such as satisfaction of
corporate or individual performance objectives.

There are no federal income tax consequences to a participant or
SonicSave.com upon the grant of a stock option granted under the 2000 Plan.

All stock options, and stock awards for which restrictions prescribed by
the Board have not been satisfied, are non-transferable, other than by will or
by the laws of descent and distribution, and may be exercised during the
grantee's lifetime only by the grantee.

Unvested portions of stock options and stock awards immediately expire
upon termination of employment for any reason other than death or disability,
unless the Board, in its discretion, determines otherwise; vested options may be
exercised for up to three months following the termination, unless termination
is for cause. If SonicSave.com terminates employment for cause, all unexercised
awards expire upon the termination.

Shares of stock may not be issued or delivered upon exercise of a stock
option or stock award until the optionee recipient pays the exercise price in
full, or any payment required under a stock grant agreement, if any, and any
required tax withholding and, if applicable, the completion of registration and
listing of the shares or qualification as a private placement and the obtaining
of any other required approvals.

The Board of Directors may amend, alter or discontinue the 2000 Plan,
provided that any such amendment, alteration or discontinuance does not impair
the rights of any grantee, without his or her consent, under any stock option or
stock award previously granted. The Board of Directors may not, without
stockholder approval,

(i) increase the total amount of stock which may be purchased or
issued through options or awards granted under the 2000 Plan, or

(ii) change the class of employees or consultants eligible to
participate in the 2000 Plan.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of December 26, 2000
with respect to each person who owned of record as of that date or is known to
SonicSave.com to own beneficially more than 5% of the outstanding shares of
common stock, each executive officer and director of SonicSave.com and the
beneficial ownership of such securities by all executive officers and directors
of SonicSave.com as a group.

The address of each person listed below is c/o SonicSave.com, 1330 Beacon
Street, Suite 268, Brookline, MA 02446.

The percentage amounts after the offering assume that the minimum and the
maximum number of shares in our direct placement public offering are sold and
all 1,500,000 shares of our promotional stock are distributed. The asterisk in
the percentage column refers to a percentage of less than one percent.

Percentage of
Outstanding Shares
------------------
Number of Shares Before After
Name and Address Beneficially Owned Offerings Offerings
---------------- ------------------ -------------------
Minimum Maximum
------- -------
Andre Danesh(1)................ 30,000,000 96.8% 91.5% 73.2%
William Connolly............... 300,000 1.0% 1.0 *
David Reznikov................. 200,000 * * *
Sean K. Wilder................. 300,000 1.0% 1.0 *
Ira Cohen...................... 50,000 * * *
Charles W. Smith............... 50,000 * * *
John J. Perkins................ 100,000 * * *
All executive officers and
directors of the Company as a
group (7 persons)(1) .......... 31,000,000 100% 94.5% 75.6%

----------

(1) Includes the following shares over which Mr. Danesh may be deemed to have
beneficial ownership through his right to vote and/or dispose of these
shares:

o 20,000,000 shares held by The Andre Danesh 1997 IRRV Trust ; and
o 5,000,000 shares held by the Allied Financial Voting Trust.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From May through September 2000, SonicSave.com issued an aggregate of
31,000,000 shares of common stock to its current stockholders for nominal
consideration.

In September, 2000, Mr. Andre Danesh, our founding stockholder, assigned
to us, as an additional capital contribution, the patent application that
underlies our proprietary business model. As part of this assignment, we have
agreed that if we cease to engage in an Internet-related business or if we
become subject to a proceeding under the federal bankruptcy laws, ownership of
the patent application and, when issued, the patent, will revert to Mr. Danesh.

Mr. Danesh has agreed to provide us with a $1 million line of credit, of
which $311,500 has been advanced through December 21, 2000. All the outstanding
indebtedness under the line of credit will be due and payable on January 1,
2006, together with interest, which accumulates at an annual rate of 9%. The
amounts payable under this loan are subordinated to the repayment of all
indebtedness for money borrowed.

We occupy as a tenant-at-will a portion of a facility that is currently
under lease to our principal stockholder. Future rental expense for this
facility is expected to be $2,000 per month.

These transactions were entered into on terms no less favorable than those
which could be obtained from an unaffiliated third party. These transactions
were ratified by a majority of SonicSave's independent directors who had access
to legal counsel, at SonicSave's expense.

All future transactions with affiliates of SonicSave.com be on terms no
less favorable than could be obtained from an unaffiliated third party and must
be approved by a majority of the directors including the majority of
disinterested directors who will have access, SonicSave.com's expense, to
independent legal counsel.

DESCRIPTION OF SECURITIES

Description of Capital Stock.

Our authorized capital stock consists of 150,000,000 shares of common
stock, par value $.0001 per share, and 5,000,000 shares of preferred stock, par
value $0.0001 per share. The following is a description of our capital stock.

Common Stock.

The holders of common stock are entitled to one vote for each share held
of record on each matter submitted to a vote at a meeting of stockholders and,
except as provided by resolutions of our board of directors providing for the
issuance of any class or series of preferred stock, the exclusive voting power
for all purposes is vested in the holders of common stock.

Subject to the preferential rights of holders of preferred stock as
provided by resolutions of SonicSave.com's board of directors authorizing the
issuance of any class of preferred stock, holders of common stock are entitled
to receive their pro rata share, based upon the number of shares held by them,
of any dividends or other distributions as may be declared by the board of

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directors. In the event of a liquidation, dissolution, or winding up of
SonicSave.com, holders of common stock are entitled to share ratably in all
assets remaining after the payment or provision of SonicSave.com's debts and
other liabilities and the liquidation preference of any outstanding preferred
stock.

Holders of common stock have no preemptive rights and have no rights to
convert their common stock into any other securities. The outstanding shares of
common stock are, and the shares of common stock involved in this offering will
be, when issued, validly issued, fully paid and nonassessable.

Preferred Stock.

SonicSave.com's certificate of incorporation authorizes the board of
directors to provide by resolution for the issuance from time to time of up to
an aggregate of 5,000,000 shares of preferred stock in one or more classes or
series, with special rights and preferences, including but not limited to
dividend or liquidation preferences, voting rights and redemption rights,
anti-dilution rights or conversion rights, as the board may specify.

SonicSave will not offer preferred stock to any promoter except on the
same terms as it is offered to all other existing shareholders or new
shareholders.

If SonicSave.com were to issue preferred stock, that class of stock would
have the right to vote as a class on a merger or sale of assets of
SonicSave.com. Accordingly, the issuance of preferred stock could have the
effect of delaying or preventing a change in control of SonicSave.com, even if a
change in control were in the best interests of the common stock holders.

As of the date of this prospectus, the board of directors has not
authorized the issuance of any class or series of preferred stock and no shares
of preferred stock are issued or outstanding.

The Board of Directors has adopted a resolution providing that
SonicSave.com will not issue any class or series of preferred stock without the
approval of stockholders unless the issuance is approved by a majority of our
independent directors who have access, at our expense, to our or independent
legal counsel.

Limitation of Liability of Directors and Officers and Indemnification.

SonicSave.com's certificate of Incorporation eliminates, to the fullest
extent now or hereafter permitted by Delaware law, liability of a director to
the Company or its stockholders for monetary damages for a breach of such
Director's fiduciary duty as a Director. The Delaware General Corporation Law
presently permits such limitation of a Director's liability except where a
Director

(i) breaches his or her duty of loyalty to SonicSave.com or its
stockholders,

(ii) fails to act in good faith or engages in intentional misconduct
or a knowing violation of law,

(iii) authorizes payment of an unlawful dividend or stock
repurchase, or

(iv) obtains an improper personal benefit.

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This provision is intended to afford Directors additional protection, and
limit their potential liability, from suits alleging a breach of the duty of
care by a Director. SonicSave.com believes this provision will assist it in
maintaining and securing the services of Directors who are not employees of
SonicSave.com. As a result of the inclusion of such a provision, stockholders
may be unable to recover monetary damages against Directors for actions taken by
them that constitute negligence or gross negligence or that are in violation of
their fiduciary duties, although it may be possible to obtain injunctive or
other equitable relief with respect to such actions. If equitable remedies are
found not to be available to stockholders for any particular case, stockholders
may not have any effective remedy against the challenged conduct.
SonicSave.com's Bylaws also provide that Directors and officers shall be
indemnified against liabilities arising from their service as Directors or
officers to the fullest extent permitted by law, which generally requires that
the individual act in good faith and in a manner he or she reasonably believes
to be in or not opposed to SonicSave.com's best interests.

Transfer Agent, Registrar and Warrant Agent.

The transfer agent and registrar for the common stock is
__________________.

Section 203 of the Delaware General Corporation Law.

Section 203 of the Delaware General Corporation Law prevents an
"interested stockholder" which is defined generally as a person owning 15% or
more of a corporation's outstanding voting stock from engaging in a "business
combination" with a publicly-held Delaware corporation for three years following
the date such person became an interested stockholder unless

(i) before such person became an interested stockholder, the board
of directors of the corporation approved either the transaction in which
the interested stockholder or the business combination;

(ii) upon consummation of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of SonicSave.com
outstanding at the time the transaction commenced (excluding stock held by
directors who are also officers of SonicSave.com or by employee stock
plans that do not provide employees with the right to determine
confidentially whether shares held subject to the plan will be tendered in
a tender or exchange offer); or

(iii) following the transaction in which such person became an
interested stockholder, the business combination is approved by the board
of directors of the corporation and authorized at a meeting of the
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of SonicSave.com not owned by the interested
stockholder.

PLAN OF DISTRIBUTION

Direct Placement.

We are offering a minimum of 300,000 shares and a maximum of
8,500,000 shares of our common stock on a direct placement basis. All amounts
that we receive prior

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to the completion of the minimum offering will be deposited in an interest
bearing escrow account with _________________________, New York, New York. If we
do not complete the minimum offering all funds will be promptly returned to
investors with interest and without deduction. The proceeds that are held in
escrow will not be subject to the claims of our creditors, affiliates,
associates or underwriters, if any, until they have been released to us under
the terms of the escrow agreement. Shares that are purchased by officers,
directors or other promoters will be counted for the purpose of meeting the
minimum offering requirement.

We intend to sell the shares in this offering through the following
officers: Messrs. Danesh, Connolly, Wilder and Reznikov, who will not receive
commissions from the sale of any of such shares. They will not register as
Broker-Dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in
reliance upon Rule 3a4-1, which sets forth those conditions under which a person
associated with an issuer may participate in the offering of the Issuer's
securities and not be deemed to be a broker-dealer.

1. None of such persons is subject to a statutory disqualification, as
that term is defined in Section 3(a)(39) of the Exchange Act, at the time of his
participation; and

2. None of such persons is compensated in connection with his
participation by the payment of commissions or other remuneration based either
directly or indirectly on transactions in securities; and

3. None of such persons is, at the time of his participation, an
associated person of a broker-dealer; and

4. All of such persons meet the conditions of Paragraph (a)(4)(ii) of Rule
3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended
primarily to perform at the end of the offering, substantial duties for or on
behalf of the Issuer otherwise than in connection with transactions in
securities; and (B) are not and have not been brokers, dealers, or associated
persons of a broker or dealer, within the preceding twelve months; and (C) do
not participate in selling and offering of securities for any issuer more than
once every twelve months other than in reliance on Paragraph (a)(4)(i) or
(a)(4)(iii).

Since the offering is on a direct placement basis, we intend to advertise
and hold investment meetings in various states where the offering will be
registered and will distribute this prospectus to potential investors at the
meetings and to our friends and relatives who are interested in our company and
a possible investment in the offering.

We may also offer all or a portion of the 8,500,000 shares on a "best
efforts" basis through participating dealers who are members of the National
Association of Securities Dealers, Inc. In such event, we will agree to
indemnify the participating dealers against certain liabilities, including
liabilities under the Securities Act of 1933, and will pay the participating
dealers selling commissions of up to 8% of the price at which the shares are
sold to the public. In addition, we will reimburse participating dealers for due
diligence expenses and provide a non-accountable expense allowance in the
aggregate amount of up to 1% of the price at which the shares are sold to the
public. We may also pay finders' fees in the aggregate amount of up to 1% of the
price at which the shares are sold to the public. No participating dealers will
be affiliates of ours.

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<PAGE>

We will file a post-effective amendment to the registration statement of
which this prospectus forms a part that will disclose the names of any
underwriters, dealers or agents, the purchase price of the securities and the
proceeds to us from the sale, any underwriting discounts and other items
constituting compensation to underwriters, dealers or agents.

We intend to sell shares of common stock only in the states in which the
direct placement offering is qualified, and purchases of shares may be made only
in those states. Subscription agreements for the shares must be executed, and
the shares must be delivered only in such states. Resale or transfer of the
shares may be restricted under state law.

The direct placement offering will commence on the date of this prospectus
and continue for a period of 120 days, unless we extend the offering period for
an additional 90 days, or unless the offering is completed or otherwise
terminated by us.

If you decide to subscribe for any shares in the self-underwritten
offering, you will be required to execute a subscription agreement and tender
it, together with a check or certified funds, to us or to a participating dealer
for acceptance or rejection by us.

We reserve the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected subscriptions
will be returned immediately by us to the subscriber, without interest or
deductions. Subscriptions for shares will be accepted or rejected within 48
hours after we receive them.

Promotional Stock Give-Away Contests.

General. Messrs. Danesh, Connolly, Wilder and Reznikov will be responsible
for distributing up to 1,500,000 shares of common stock through our Website,
promotional give-away contests. The material steps that a potential investor
must complete in order to qualify to receive our shares are as follows:

A person who logs onto our Website will have the option of becoming a
"member" by completing an online application that asks for personal information.

The on-line application will also have a box that permits a person who is
interested in the chance to receive free shares to click on that box for more
information. The box will contain a statement that a registration statement has
been filed with the SEC and offer a hyperlink to the final prospectus, which the
person will be able to download if he or she wishes. SonicSave.com will also
make available a paper copy of the final prospectus upon request by a contest
participant. The person has the option of then confirming that he or she has
received the prospectus and would like to participate in the promotional
give-away contests for free shares by clicking on another box. The person must
confirm that he or she has received the prospectus before qualifying to
participate in the contests. The person must also confirm that he or she meets
the other contest requirements such as being 18 years old or older.

Once the person clicks on a box confirming that he or she has received the
prospectus and indicated a preference on how he or she would like to receive the
free shares which can be provided in either paper or electronic form, we will
verify the information on that person's on-line application and notify the
person by e-mail within two business days whether his or her membership and
contest applications have been accepted.

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We will notify contest participants by e-mail when we post a final
prospectus on our Website. We will also notify contest participants by e-mail
when we post any amendments or supplements to the preliminary and final
prospectus.

We may elect to suspend the contest at any time, which suspension shall be
announced at the beginning of the month in which it is to be effective. We may
also terminate the contest prior to the distribution of all of the shares.

We may also change the terms of the contests or our Plan Distribution from
time to time following the date of this prospectus, in which case we will file a
post-effective amendment to the registration statement of which this prospectus
forms a part that describes such changes.

We will issue the shares either through book entries by our stock transfer
agent or by mailing stock certificates evidencing ownership of the shares to the
winners through our stock transfer agent. Where uncertificated shares are
issued, we will mail the recipient a written statement stating:

o the Company's name;

o that we are organized under the laws of Delaware;

o the name of the person to whom the shares are issued;

o the number and class of shares issued;

o a description of the designations, relative rights, preferences and
limitations applicable to each class of the Company's capital stock
and each series of each class of stock;

o the authority of our board of directors to determine variations for
future series of classes of stock; and

o any restrictions on transfer of the shares issued.

Our affiliates will not be eligible to participate in our stock contests.
However, affiliate merchants and their employees are entitled to purchase stock
during our initial public offering and subsequent stock offerings. Additionally,
we do not have any plans or arrangements with anyone regarding the development
of a trading market for our common stock.

Contest Rules. Our promotional stock give away contests will be subject to
certain additional rules that are reprinted in full in Appendix "A" to the
prospectus.

This is neither a solicitation to buy nor an offer to sell our shares to
persons in the following states: . Persons in these jurisdictions are not
authorized to purchase our shares pursuant to this prospectus.

FEDERAL INCOME TAX CONSEQUENCES
OF STOCK GIVE AWAY CONTESTS

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<PAGE>

The following is a general statement of the material U.S. federal income
tax considerations applicable to persons who receive shares of our common stock
in our promotional give-away contests. The conclusions are based on current
provisions of the law and administrative interpretations and rulings, all of
which may be changed with possible retroactive effect. This discussion does not
encompass all of aspects of federal, state, local or foreign taxation that may
be relevant to contest winners in light of their personal circumstances.
Prospective contest participants are urged to consult their tax advisors
regarding the particular tax consequences that may apply to them as a result of
receiving shares.

The value of the shares that a contest winner receives will be includable
as ordinary income in such persons gross income. In addition, depending on the
value of the shares, we may be required to send the contest winner and the
Internal Revenue Service an information return setting forth the value of such
shares.

SHARES AVAILABLE FOR FUTURE SALE

Upon completion of this offering, SonicSave.com will have 41,000,000
shares of common stock outstanding, assuming all of the shares being offered are
distributed. The 10,000,000 shares of common stock distributed in the offerings
will be freely tradable without restriction or further registration under the
Securities Act.

The remaining approximately 31,000,000 shares of common stock will be
"restricted" securities within the meaning of Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be sold
in the absence of registration under the securities laws unless an exemption
from registration is available.

One of those exemptions is provided by Rule 144. In general, Rule 144
allows a stockholder who has beneficially owned restricted securities for at
least one year to sell within any three-month period a number of shares that
does not exceed the greater of 1% of the total number of shares of the class of
stock then outstanding or the average weekly trading volume in such stock during
the four calendar weeks preceding the sale. Sales under Rule 144 also must be
sold through brokers or "market makers" and current public information regarding
SonicSave.com must be available. Shares properly sold in reliance on Rule 144 to
persons who are not affiliates of SonicSave.com become freely tradable without
restriction. Rule 144 also permits sales by a person who has beneficially owned
shares for at least two years and who is not an affiliate of SonicSave.com.

SonicSave.com's affiliates are people that directly or indirectly control
SonicSave.com, are controlled by SonicSave.com, or are under common control with
SonicSave.com. For example, SonicSave.com's directors, executive officers, and
significant shareholders may be deemed to be affiliates of SonicSave.com.

SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Certificate of Incorporation of SonicSave.com require it to indemnify
its officers, directors, employees and agents against certain liabilities
incurred by them in those capacities if they acted in good faith and reasonably
believed their conduct was in the best interests of SonicSave.com Corp. or not
opposed to them. SonicSave.com Corp. is also required to

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indemnify a person who is or was a director, officer, employee or agent of
SonicSave.com Corp. and who was successful, on the merits or otherwise, in
defense of any proceeding to which he was a party, against reasonable expenses,
which include attorneys' fees, incurred by him or her in connection with the
proceeding.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted directors, officers and controlling person's of
SonicSave.com under the provisions discussed in the previous paragraph, or
otherwise, SonicSave.com Corp. has been advised that, in the option of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

EXPERTS

The June 30, 2000 financial statements of SonicSave.com Corp., appearing
in this prospectus have been audited by Grant Thornton LLP, independent
auditors, as stated in their report appearing herein and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

LEGAL MATTERS

The validity of the common stock offered in this offering will be passed
upon by Phillips Nizer Benjamin Krim & Ballon LLP, New York, New York.

HOW TO GET MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act with respect to this offering.
This prospectus, which is part of the registration statement, does not contain
all of the information set forth in the registration statement and its
accompanying exhibits and schedules. For further information with respect to
SonicSave.com and the securities in this offering, reference is made to the
registration statement, including its accompanying exhibits and schedules.

Statements contained in this prospectus as to the contents of any
agreement or any other document summarize only the material provisions of such
document and are not necessarily complete, and in each instance, reference is
made to the copy of the agreement or document filed as an exhibit to the
registration statement, with each statement being qualified in all respects by
their reference.

The registration statement, including its accompanying exhibits and
schedules, may be inspected and copied at the principal office of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of
those materials may also be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549.

Our registration statement can also be obtained electronically after we
have filed electronic versions of these documents with the Commission through
the Commission's Electronic Data Gathering, Analysis and Retrieval, or EDGAR,
system. The Commission maintains a World Wide Website at http://www.sec.gov that
contains reports, proxy and

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information statements and other information regarding registrants that file
electronically with the Commission.

Prior to this offering, we have not been a reporting company under the
Securities Exchange Act of 1934. After this offering, we intend to furnish to
our shareholders annual reports, which will include financial statements audited
by independent accountants, and other periodic reports as we may determine to
provide or as may be required by law.

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CONTENTS OF FINANCIAL STATEMENTS

Page
----

Report of Independent Certified Public Accountants F-2

Financial Statements

Balance Sheets as of June 30, 2000 and September 30, 2000
(Unaudited) F-3

Statement of Operations for the Period May 1, 2000 (Inception)
to June 30, 2000, the Three Months Ended September 30, 2000
(Unaudited), and for the Period May 1, 2000 (Inception) to
September 30, 2000 (Unaudited) F-4

Statement of Changes in Stockholders' Deficit for the Period
from May 1, 2000 (Inception) to June 30, 2000 and for the Three
Months Ended September 30, 2000 (Unaudited) F-5

Statement of Cash Flows for the Period May 1, 2000 (Inception)
to June 30, 2000, the Three Months Ended September 30, 2000
(Unaudited), and for the Period May 1, 2000 (Inception) to
September 30, 2000 (Unaudited) F-6

Notes to Financial Statements F-7

F-1
<PAGE>

Report of Independent Certified Public Accountants

The Stockholders

SonicSave.com Corp.

We have audited the accompanying balance sheet of SonicSave.com Corp.
(formerly eCheapcard.comCorp.), a company in the development stage, as of June
30, 2000, and the related statement of operations, changes in stockholders'
deficit and cash flows for the period from May 1, 2000 (inception) to June 30,
2000. 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 auditing standards generally
accepted in the United States of America. 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 SonicSave.com Corp. at June
30, 2000, and the results of its operations and its cash flows for the period
from May 1, 2000 (inception) to June 30, 2000, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 1, the accompanying financial statements have been
prepared assuming SonicSave.com Corp. (the "Company") will continue as a going
concern. The Company is in the development stage and has had no revenues from
operations and will require substantial additional funds for development and
marketing of its products. These matters raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. The
Company is pursuing sources of additional financing and there can be no
assurance that any such financing will be available to the Company on
commercially reasonable terms, or at all. Any inability to obtain additional
financing will have a material effect on the Company, including possibly
requiring the Company to significantly curtail or cease operations.

/s/ GRANT THORNTON LLP

Boston, Massachusetts
September 11, 2000 (except for Notes 4 and 7iii as to which
the dates are December 21, 2000 and
December 27, 2000, respectively)

F-2
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

BALANCE SHEETS

ASSETS (note 1)

June 30, September 30,
2000 2000
--------- ---------
(Unaudited)
Current assets
Cash $ 1,305 $ --
--------- ---------

Property and equipment, net 12,090 24,294
Other assets, net of accumulated amortization of $61
at September 30, 2000 1,000 1,589
Deferred offering costs -- 91,227
--------- ---------
13,090 117,110
--------- ---------

Total $ 14,395 $ 117,110
========= =========

LIABILITIES & STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable $ 12,126 $ 54,091
Accrued expenses 666 1,354
Payroll taxes withheld 1,793 2,834
--------- ---------
Total current liabilities 14,585 58,279

Long term liability-due to stockholder 10,000 134,120
Stockholders' deficit
Preferred stock $0.0001 par value - shares authorized
5,000,000; none issued
Common stock $0.0001 par value-shares authorized
150,000,000; issued and outstanding 31,000,000 3,100 3,100
Additional paid in capital
137,887 337,762
Deficit accumulated during the development stage
(151,127) (416,101)
Less stock subscriptions receivable (500,000 shares) (50) (50)
--------- ---------
Total stockholders' deficit (10,190) (75,289)
--------- ---------
$ 14,395 $ 117,110
========= =========

The accompanying notes are an integral part of these statements.

F-3
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
For the Period
For the Period For the Three May 1, 2000
May 1, 2000 Months Ended (Inception) to
(Inception) to September 30, September 30,
June 30, 2000 2000 2000
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Revenue $ -- $ -- $ --

Operating expenses 151,127 264,974 416,101
------------ ------------ ------------

Loss from operations for the period
and cumulative $ (151,127 $ (264,974) $ (416,101
============ ============ ============

Loss per share (basic and diluted) $ (0.00) $ (0.01) $ (0.01)

Weighted average common shares
outstanding - basic and diluted 31,000,000 31,000,000 31,000,000
============ ============ ============
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

Period from May 1, 2000 (Inception) to June 30, 2000 and
the Three Months Ended September 30, 2000 (Unaudited)

<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Stock Total
Common Stock Paid in Development Subscriptions Stockholders'
Shares Amount Capital Stage Receivable Deficit
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Issuance of common stock to founding
and other stockholders for cash
(at less than $.01 per share) and
allocated costs from affiliated
parties - May 2, 2000 30,000,000 $ 3,000 $ 28,637 $ 31,637

Issuance of common stock to directors
and employees (at less than
$.01 per share) May 2, 2000 1,000,000 100 $ (50) 50

Stock option compensation 109,250 109,250

Net loss for the period from May 1,
2000 (inception) to June 30, 2000 $ (151,127) (151,127)
---------- ---------- ---------- ---------- ---------- ----------
Balance - June 30, 2000 31,000,000 3,100 137,887 (151,127) (50) (10,190)

Allocated costs from affiliated
parties, (unaudited) 36,000 36,000

Stock option compensation (unaudited) 163,875 163,875

Net loss (unaudited) (264,974) (264,974)
---------- ---------- ---------- ---------- ---------- ----------

Balance - September 30, 2000
(unaudited) 31,000,000 $ 3,100 $ 337,762 $ (416,101) $ (50) $ (75,289)
========== ========== ========== ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
For the Period For the Period
May 1, 2000 For the Three May 1, 2000
(Inception) Months Ended (Inception)
to June 30, September 30, to September 30,
2000 2000 2000
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Cash flow from operating activities
Net loss $ (151,127) $ (264,974) $ (416,101)
Change in assets and liabilities:
Depreciation and amortization -- 1,122 1,122
Expenses paid by principal stockholder 8,637 6,000 14,637
Non cash compensation 109,250 163,875 273,125
Contributed services by principal
Stockholder 20,000 30,000 50,000

Other assets (1,000) (650) (1,650)
Accounts payable 12,126 41,965 54,091
Accrued expenses 666 688 1,354
Payroll taxes withheld 1,793 1,041 2,834
-------------- --------------- --------------

Net cash provided by (used in)
operating activities 345 (20,933) (20,588)

Cash flow used in investing activities:
Acquisitions of property and equipment (12,090) (1,685) (13,775)
Website development costs -- (11,580) (11,580)
-------------- --------------- --------------

Net cash used in investing activities (12,090) (13,265) (25,355)

Cash flow from financing activities:
Proceeds from issuance of capital stock 3,050 -- 3,050
Loan from principal stockholder 10,000 124,120 134,120
Deferred offering costs -- (91,227) (91,227)
-------------- --------------- --------------
Net cash provided by financing
activities 13,050 32,893 45,943

Net increase (decrease) in cash 1,305 (1,305) --
Cash - beginning of period -- 1,305 --
-------------- --------------- --------------
Cash - end of period $ 1,305 $ -- $ --
============== =============== ==============
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

NOTE 1 - THE COMPANY

Organization and Nature of Business

SonicSave.com Corp. (the "Company") is a development stage company that
was incorporated on May 1, 2000 under the laws of the State of Delaware.
The Company's fiscal year ends on December 31 of each year. The Company
plans to launch a Web-based buying club for participating members that
will permit discount shopping for various services and products via the
internet or at participating merchant stores.

The Company will initially operate in one segment and is subject to the
risks and uncertainties common to growing companies, including obtaining
and maintaining vendors and advertisers, obtaining and maintaining a
sufficient level of membership, growth and commercial acceptance of the
Internet, dependence on principal products and services and third-party
technology, activities of competitors, dependence on key personnel such as
Andre Danesh, SonicSave.com's Chief Executive Officer, and limited
operating history. For the foreseeable future, the Company expects to
continue to experience growth in its operating expenses in order to
execute its current business strategy and plan. In order to fund
operations to date, the Company has relied on funding under a line of
credit extended by the Company's principal stockholder (see Note 4).

Name Change

On August 17, 2000, the Company's stockholders agreed to change the
Company's name to SonicSave.com Corp. from eCheapcard.com Corp.

Basis of Presentation and Management's Plan

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the developing
stage and has had no revenues from operations since inception. There can
be no assurance that the Company will be able to obtain the substantial
additional capital resources necessary to pursue its business plan or that
any assumptions relating to its business plan will prove to be accurate.
The Company is pursuing sources of additional financing (see Note 8iii)
and there can be no assurance that any such financing will be available to
the Company on commercially reasonable terms, or at all. Any inability to
obtain additional financing will have a material adverse effect on the
Company, including possibly requiring the Company to significantly curtail
or cease operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

F-7
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in
the preparation of the accompanying financial statements follows.

Development Stage Enterprise

The financial statements have been prepared in accordance with the
provisions of SFAS No. 7, "Accounting and Reporting by Development Stage
Enterprises," which requires development stage enterprises to employ the
same accounting principles as operating companies.

Financial Information

Operating results for the period from May 1, 2000 (inception) to June 30,
2000 are not necessarily indicative of results that may be expected for
any future periods.

Unaudited Interim Results

The accompanying interim financial information as of and for the three
months ended September 30, 2000 and the related notes have not been
audited. However, they have been prepared in conformity with the generally
accepted accounting principles for interim financial information and
Article 10 of Regulation S-X. Accordingly they do not include all of the
information and footnotes required by generally accepted accounting
principles. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
have been included. The operating results for the interim period are not
necessarily indicative of results that may be expected for the full year.

Use of Estimates

In preparing the Company's financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets
and liabilities, the 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.

Revenue Recognition

As of June 30, 2000 and September 30, 2000 (unaudited), the Company has
not generated revenues. The Company anticipates that its revenue will
primarily be comprised of fees and commissions paid by participating
merchants to the Company in connection with sales and other transactions
to consumer and corporate members. The Company will recognize revenue

F-8
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

on a net fee or commission basis as the related services are rendered,
provided that no significant obligations remain and collection of any
related receivables is probable.

Revenue earned from the sale of advertising on its web site will be
recognized as the advertisement is displayed.

Revenue subject to time based contracts (such as membership arrangements)
will be recognized ratably over the duration of the contract.

As an inducement to try its services, the Company anticipates offering
prospective merchants reduced rates or trial participation periods. The
Company will not record revenue for transactions involving free trial
periods and will accrue incremental costs, if any, associated with the
transaction. For transactions involving reduced rates or corporate
membership discounts, the Company will recognize the transaction on a net
basis and will amortize the revenue ratably over the duration of the
contract or the membership period.

Customer Stock Award Program

The Company expects to incur non-cash costs with respect to awards of up
to 1,500,000 shares of common stock to be issued as incentives to
qualifying customers (see Note 8iii). Expense will be recognized for any
stock award based on the estimated fair value of the shares issued at the
time of issuance.

Advertising

Advertising and promotion costs are charged to operations during the
period in which they are incurred. Since inception, these costs have been
nominal.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

Property and Equipment

Depreciation and amortization are provided for in amounts sufficient to
relate the cost of depreciable assets to operations over their estimated
service lives. Depreciation expense as of June 30, 2000 was insignificant.
Depreciation expense for the three months ended September 30, 2000 is
$1,061 (unaudited).

Internal use software and web site development costs are capitalized in
accordance with Statement of Position (SOP) No. 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use, and
EITF Issue No. 00-02, Accounting for Web

F-9
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

Site Development Costs. Qualifying costs incurred during the application
development stage, which consist primarily of outside services and
consultants, are capitalized and amortized over the estimated useful life.
All other costs are expensed as incurred.

Fair Value of Financial Instruments

The estimated fair value of financial instruments reported in the
financial statements have been determined by using available market
information and appropriate valuation methodologies. The carrying values
of such instruments approximate their fair values at June 30, 2000.

Accounting for Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," requires entities
to recognize as compensation expense over the vesting period the fair
value of stock-based awards on the date of the grant. Alternatively, SFAS
No. 123 allows entities to continue to apply the provisions of APB No. 25
and provide pro forma net income and pro forma income (loss) per share
disclosures as if the fair-value-based method, defined in SFAS No. 123,
had been applied. The Company has elected to adopt the disclosure-only
provision of SFAS No. 123 as described above.

Allocated Costs from Affiliated Parties

Certain of the Company's administrative expense and other costs were
incurred by the Company's principal stockholder or entities controlled by
the Company's principal stockholder. These charges are as follows:

For the Period
May 1, 2000 For the Three
(Inception) Months Ended
to June 30, September 30,
2000 2000
(unaudited)
Operating expenses
Contributed services $20,000 $30,000
Rent 1,500 6,000
Consulting expense 5,837 --
Office supplies 300 --
------- -------
27,637 36,000
Other assets - patent costs (see Note 8ii) 1,000 --
------- -------

$28,637 $36,000
======= =======

F-10
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

Management believes these costs would not vary materially from charges
that would have been incurred by the Company on a stand-alone basis.

The Company occupies as a tenant-at-will a portion of a facility that is
currently under lease to the Company's principal stockholder. Rent expense
for the period May 1, 2000 (inception) to June 30, 2000 is $1,500. Rent
expense for the three months ended September 30, 2000 is $6,000
(unaudited). The allocation of rent expense is based on the amount of
shared space utilized for Company operations.

Consulting expenses and office supplies consists of expenses paid by the
principal stockholder for the benefit of the Company. Consulting expenses
primarily relate to the development of a business plan and expenses to
outside consultants for the planning phase of the Company's web site.

Other assets - patent costs consists of costs incurred by the principal
stockholder in connection with a patent application (see Note 8ii). Patent
costs will be amortized over a period of five years. In the event that the
patent is not approved the costs will be expensed immediately.

Earnings Per Share

The Company adopted SFAS No. 128, "Earnings per Share." This statement
requires that the Company report basic and diluted earnings (loss) per
share for all periods reported. Basic net income (loss) per shares is
calculated by dividing net income (loss) by the weighted average number of
common shares outstanding for the period. Diluted net income (loss) per
share is computed by dividing net income (loss) by the weighted average
number of common shares outstanding for the period, adjusted for the
dilutive effect of common stock equivalents, (such as common stock
options) using the treasury stock method.

Research and Development Costs

Research and development costs incurred to develop, enhance, manage,
monitor and operate the Company's web site will be expensed as incurred.
Costs incurred for the development of internal use software are accounted
for in accordance with SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". For the two months ended
June 30,2000 and the three months ended September 30,2000 (unaudited)
research and development expenses related to the business method and
Website features were $0 and $32,700, respectively.

F-11
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

Reciprocal Advertising Arrangements

The Company expects to enter into arrangements whereby it provides a
presence on its web site for a third party in exchange for reciprocal
treatment on that party's web site. The Company will record advertising
revenue and offsetting advertising expense with respect to such
arrangements at estimated fair value only when an objective basis upon
which it can measure such amounts is available.

Deferred Offering Costs

The Company will initially defer any offering costs in connection with the
proposed offering (see Note 8iii). Upon consummation of the offering, the
deferred offering costs will be charged to equity. Should the offering not
prove to be successful, these deferred costs, as well as additional
expenses to be incurred, will be charged to operations.

Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement established accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities on its balance sheet and measure those instruments
at fair value. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivative and the resulting
designation. The Company does not currently use derivative instruments.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements".
This bulletin summarizes certain views of the staff on applying generally
accepted accounting principles to revenue recognition in financial
statements. The staff believes that revenue is realized or realizable and
earned when all of the following criteria are met: persuasive evidence of
an arrangement exists; delivery has occurred or services have been
rendered; the seller's price to the buyer is fixed or determinable; and
collectibility is reasonably assured. The Company will record revenue in
accordance with this bulletin.

In May 2000, the EITF released Issue 00-2, "Accounting for Web Site
Development Costs". EITF Issue 00-2 establishes standards for determining
the capitalization or expensing of incurred costs relating to the
development of Internet web sites based upon the respective stage of
development. The Issue is effective for fiscal quarters beginning after
June 30, 2000 (including costs incurred for projects in process at the
beginning of the quarter of adoption). The Company adopted the provisions
of EITF 00-2 effective July 1, 2000 and has capitalized web site
development costs. Upon completion of the web

F-12
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

site development project, the Company will amortize these costs on a
straight-line basis over a two year period.

In July 2000, the EITF released 00-14, " Accounting for Certain Sales
Incentives." The release addresses the recognition, measurement, and
income statement classification for sales incentives offered voluntarily
by a vendor without charge to customers that can be used in, or that are
exercisable by a customer as a result of, a single exchange transaction.
The accounting treatment for sales incentives, such as the Company
offering participating merchants a reduced rate or trial participation
period and offering certain corporate members reduced annual fees, is
being evaluated by management to determine if the free item is an element
in an exchange transaction that should be classified as cost of sales, or
if the sales incentive should be classified as a reduction in revenue.

NOTE 3 - PROPERTY AND EQUIPMENT

Estimated June 30, September 30,
Useful Lives 2000 2000
(Unaudited)
Property and equipment consists of the
following:

Computer equipment 3 years $12,090 $12,090
Website development costs 2 years -- 11,580
Furniture and fixtures 5 years -- 1,685
------- -------
12,090 25,355
Less: accumulated depreciation -- (1,061)
------- -------

Property and equipment, net $12,090 $24,294
======= =======

NOTE 4 - LONG TERM LIABILITY - DUE TO STOCKHOLDER

At June 30, 2000, the Company had a line-of-credit agreement with its
principal stockholder which provides for a line of credit up to $1,000,000
with interest payable at 9% per annum and a maturity date of May 4, 2002.
On December 21, 2000, the line of credit agreement was amended and
restated to include extending the due date to January 1, 2006 and adding a
subordination provision to any future indebtedness.

NOTE 5 - PREFERRED STOCK

The Company's certificate of incorporation authorizes the board of
directors to provide for the issuance from time to time of up to an
aggregate of 5,000,000 shares of preferred stock in one or more classes or
series, with special rights and preferences, including but not limited to
dividend or liquidation preferences, voting rights and redemption rights,
anti-dilution rights or

F-13
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

conversion rights, as the board may specify. The board of directors has
not authorized the issuance of any class or series of preferred stock and
no shares of preferred stock are issued or outstanding.

NOTE 6 - INCOME TAXES

The Company uses the liability method of accounting for income taxes in
accordance with SFAS No. 109, "Accounting for Income Taxes." Deferred
income tax assets and liabilities are recognized based on the temporary
differences between the financial statement and income tax bases of
assets, liabilities, and carryforwards using enacted tax rates. Valuation
allowances are established, when necessary, to reduce deferred tax assets
to the amount expected to be realized.

The Company has not yet determined whether the expense it will incur
through the customer stock award program will be deductible for Federal
income tax purposes. Until such time as it obtains a favorable ruling from
the Internal Revenue Service, or otherwise determines that such amounts
will be deductible for income tax purposes, the Company does not intend to
account for such amounts as tax deductible.

At June 30, 2000, the Company had no significant net operating loss
carryforwards since substantially all of its initial operating expenses
are presently expected to be capitalized for income tax purposes as
start-up costs. Such start-up costs generated deferred tax assets which
are fully reserved for financial reporting purposes based on the Company's
initial losses.

The Company's income tax provision differs from the federal statutory rate
by such rate given that the Company incurred operating losses and any
related deferred tax benefits are fully reserved.

The Company files tax returns based on a calendar year end.

Under the Internal Revenue Code, certain substantial changes in the
Company's ownership could result in an annual limitation on the amount of
any net operating loss and tax credit carryforwards which can be utilized
in future years.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

i. Third-party Vendors for Computer Systems

The Company relies on certain third-party computer systems and
third-party service providers to operate the Website and related
computer systems, including database and memory storage. Any
interruption in these third-party services, or a deterioration in
their performance, could be disruptive to the business. The
agreements with third-party service providers are terminable upon
short notice without incurring any significant penalties from those
service providers. In the event our arrangement with any of such

F-14
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

third parties is terminated, the Company might not be able to find
an alternative source of systems support on a timely basis or on
commercially reasonable terms.

In June 2000, the Company entered into a three-month agreement with
Media 3 Technologies, LLC. This third-party hosts the Website,
database and memory storage for SonicSave.com Corp. The agreement is
for a minimum three-month term and is renewable quarterly. The
service fees are paid in advance each quarter and the agreement
contains no clauses for penalties upon early termination.

The Company utilizes Cue Data Services, Inc. for temporary on-site
technical support, modifications, enhancements and operational
upgrades associated with Website. Fees are paid on an hourly basis.

ii. Consultants

The Company retains certain consultants on a short-term basis or
at-will basis to assists in various aspects of operations such as,
Website technology, sweepstakes management, telecommunications,
public relations, airline merchant agreements, and management
consulting. These consultants are generally paid on an hourly basis
or, in some cases, on a percentage or success fee basis.

In August 2000, the Company entered into a 60 day contract with DLF
Webgroup, Inc for design and development of the Company's Website.
The contract was completed and paid-in-full as of October 2000
(unaudited). The fee for the contract was $22,445.

iii. Employee Agreements

The Company has entered into written employment agreements with all
its executive officers. Each agreement provides for payment of a
base salary, which may be increased on or before the end of each
year. The aggregate annual compensation to the executive officers of
the Company under these agreements or other arrangements is
$104,000. It is anticipated that this amount will increase to
$385,000 (unaudited) after the initial public offering.

Each of the three executive officers, other than the principal
stockholder, received an immediate award of common stock upon
entering into the employment agreement. As of June 30, 2000, the
aggregate amount of this award to the executive officers was 800,000
shares of common stock. In addition to the stock award, each of the
three executive officers, other than the principal stockholder, have
the option to buy on an aggregate basis 25,000 shares of common
stock at a price of $ 0.25 per share at the end of every year,
beginning in the second year of employment, so long as they are
employed with SonicSave. Compensation expense in the amount of
$109,250 and $163,875for the two months ended June 30, 2000 and the
three months ended September 30, 2000 (unaudited),

F-15
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

respectively, was recorded based on the anticipated issuance of an
aggregate of 300,000 options at an offering price of $5 per share.

On December 27, 2000, the three executive officer's employment
agreements were modified to fix the total number of options granted
to 100,000 per executive (aggregate 300,000 options) at a price of
$0.25 per share, beginning in the second year of employment. The
vesting period is four years beginning in the second year of
employment, so long as the employee is still employed by the
Company. These options must be excercised on or before the end of
the five-year period. As of the date of modification, the remaining
unrecognized compensation expense in the amount of approximately
$988,000 will be recognized in future periods.

NOTE 8 - OTHER EVENTS

i. Stock Option Plan

The Company adopted a stock option plan during September, 2000. The
2000 Stock Option and Restricted Stock Plan (the "Plan") will permit
the issuance of options to employees, directors, and consultants at
the discretion of the Board of Directors or authorized committee.
Options granted under the Plan may be incentive stock options or
nonstatutory stock options, as determined by the administrator of
the Plan. The maximum aggregate number of shares which may be
subject to option and sold under the Plan is 5,000,000 shares. The
shares may be authorized but unissued, or reacquired common stock.
The exercise price of options is determined by the administrator
within the establish limitations of the Plan. All options granted
under the Plan will be granted with exercise prices of at least 85%
of the fair market value of the common stock on the date of grant.
Options currently expire no later than 10 years from the grant date
and generally vest within 5 years. The Plan shall be subject to
approval by shareholders of the Company within twelve months after
the date the Plan is adopted.

ii. Assignment of Patent Application

On September 6, 2000, Mr. Andre Danesh, the Company's principal
stockholder, assigned to the Company the patent application that
underlies the Company's proprietary business model. As part of this
assignment, if the Company ceases to engage in an Internet-related
business or becomes subject to a proceeding under the Federal
bankruptcy laws, ownership of the patent application (and, when
issued, the patent) will revert to Mr. Danesh. As of June 30, 2000,
the amount recognized as

F-16
<PAGE>

SonicSave.com Corp.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2000 and September 30, 2000 (unaudited)

an additional contribution is the historical cost incurred by the
principal stockholder for the benefit of the Company (see Note 2).

iii. Registration of Common Stock

The Company is in the process of completing a Form SB-2 filing which
includes the issuance of 1,500,000 shares of common stock to be
issued at no cost for promotional purposes and 8,500,000 shares of
common stock to be issued at a proposed maximum offering price of
$5.00 per share. The fair value of the promotional shares will be
charged to operations at the time of their issuance.

iv. Merchant Agreements

Subsequent to September 30, 2000, the Company entered into trial
agreements with six participating merchants. The agreements provide
that on a click-through fee basis the Company is to receive a fee
whenever a member clicks on a participating merchant's advertising
page or Website, whether or not they make a purchase. The Company
will recognize only the click-through fees and not the gross sales
prices charged to members as revenues.

F-17
<PAGE>
APPENDIX A

SonicSave.Com Stock Giveaway SWEEPSTAKES OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE DOES NOT IMPROVE YOUR CHANCES
OF WINNING. VOID WHERE PROHIBITED.

1. ELIGIBILITY: Sweepstakes is open only to legal residents of the contiguous
United States of America (excluding Florida, New York, and military
installations) having a primary mailing address within the U.S. who are 18 years
of age or older at the time of entry, excluding employees (or members of their
immediate families or same household) of SonicSave.com Corp. or its affiliates,
judges, agents and advertising and promotion agencies. This sweepstakes is void
in Florida, New York, outside of the United States of America and where
prohibited or restricted by law. This sweepstakes is subject to applicable
federal, state and local laws and regulations. Taxes and fees are the sole
responsibility of prize winners.

2. SPONSOR: This sweepstakes is sponsored by SonicSave.Com, 1330 Beacon Street,
Brookline, MA 02446.

3. TIMING: This sweepstakes begins at 12:01:00 a.m. Eastern Time ("ET") on
____________, 2001 and ends 11:59:59 p.m. ET December 31, 2001. Sponsor, in its
sole discretion, reserves the right to extend this promotion under the same
terms for four additional years or any part thereof.

4. TO ENTER: If you are a current member, you are automatically entered into the
sweepstakes. To become a member at no cost or obligation go to:
www.sonicsave.com/sweepstakes, and complete the membership/entry form ALL
ENTRIES MUST BE RECEIVED BY 11:59:00 P.M. (ET) on December 31, 2001. No
illegible, incomplete, forged or altered entries will be accepted. Sponsor and
judges are not responsible for late, lost, stolen, damaged, garbled, incomplete.
Misaddressed or misdirected entries or mail, for errors, omissions,
interruptions, deletions, defects, or delays in operations or transmission of
information, in each case whether arising by way of technical or other failures
or malfunctions of computer hardware, software, communications devices, or
transmission lines or data corruption, theft, destruction, unauthorized access
to or alteration of entry materials, loss or otherwise. Sponsor disclaims any
liability for damage to any computer system resulting from participation in, or
accessing or downloading information in connection with, this Sweepstakes, and
reserves the right, at its sole discretion, to cancel, terminate or suspend this
Sweepstakes should any virus, bug, unauthorized human intervention or other
causes beyond Sponsor's control corrupt or affect the administration, security,
fairness or proper conduct of the Sweepstakes. All entries become the exclusive
property of the Sponsor and will not be returned to entrants.

5. USE OF PERSONAL INFORMATION: Your responses to questions on the entry form
will not be used to update information Sponsor may have already obtained about
you, including your mailing or e-mail address. Please contact Sponsor if you
need to update any information you previously provided. The information you
enter on the entry form will be made available only to SonicSave.Com and will
not be sold or made available to any independent third parties, except those
engaged on Sponsor's behalf.

6. SELECTION OF WINNERS: Monthly Drawings: Winners will be drawn on a monthly
basis beginning in January 2001 and ending on December 2001. To be eligible for
a monthly drawing, entries must be received by 11:59 p.m. ET by the last day of
the month. Winners will be selected, three (3) business days thereafter. Entries
will be carried forward from month to month and you need not enter each monthly
drawing separately. Limit one entry per person per month. You may win more than
one monthly Drawing. Grand Prize Drawing: At the conclusion of the promotion
period, (December 31, 2001), all monthly entries will be entered into the grand
prize drawing that will be held on or about January 5, 2002.. Odds of winning a
monthly or grand prize drawing depend on the number of eligible entries
received.

7. NOTIFICATION: Potential winners will be notified via e-mail and must respond
within (7) seven days of notification after which time they will be notified by
U.S. Mail. Winners will be required to provide social security number and sign
an affidavit of eligibility and liability/publicity release. Prize may be
awarded to alternate winner if affidavit/release is not returned within 14 days
after mailing to winner or if prize notification is returned as undeliverable.

8. RELEASE: By receipt of a Sweepstakes prize, winner agrees to release and hold
harmless Sponsor and its respective officers, directors, employees and agents
from and against any claim or cause of action arising out of participation in
the Sweepstakes or receipt or use of any prize. Winners agree to use of name,
likeness, hometown and prize won for promotional purposes, in any medium without
additional compensation to the extent permitted by

<PAGE>

law.

9. PRIZES: Monthly Prizes - : Two (2) First Prizes - 10,000 shares each of
common stock of SonicSave.Com,. Two (2 Second Prizes - 5,000 shares each of
common of SonicSave.Com ; Twenty (20) runner up prizes - 1000 shares each of
common stock of Sonicsave.Com. Yearly Grand Prize: (1) Grand Prize of 100,000
shares of common stock of SonicSave.Com will be awarded from among all entries
received for the year. Prizes will only be awarded based on SEC approval and
approval for actual public offering. Sponsor may elect to suspend the
sweepstakes at any time, which suspension shall be announced at the beginning of
the month in which it is to be effective; however, the yearly grand prize will
be awarded form entries received as of the date of termination.. Sponsor may
also terminate the sweepstakes prior to the distribution of all of the shares.
Sponsor may also change the terms of the sweepstakes or its Plan Distribution
from time to time following the date of this prospectus. In which case we will
prepare a supplement to this rules that describes such changes. Shares will be
issued either through book entries by Sponsor stock transfer agent or by mailing
stock certificates evidencing ownership of the shares to the winners through
Sponsor stock transfer agent. Where uncertified shares are issued, Sponsor will
mail the recipient a written statement stating: the Company's name, that Sponsor
is organized under the laws of Delaware; the name of the person to whom the
shares are issued; the number and class of shares issued' a description of the
designations, relative rights, preferences and limitations applicable to each
class of the Company's capital stock and each series of each class of stock; the
authority of our board of directors to determine variations for future series of
classes of stock; and any restrictions on transfer of the shares issued.
Affiliates of SonicSave.Com will not be eligible to participate in the
sweepstakes. However, they and their employees are entitled to purchase stock
during IPO and subsequent stock offerings. Additionally, SonicSave do not have
any plans or arrangements with anyone regarding the development of a trading
market for its common stock.

10. GENERAL CONDITIONS: Each entrant selected as a potential winner must comply
with all terms and conditions of these Official Rules and winning is contingent
upon fulfilling all such requirements. No cash value or other substitution of
prizes allowed, except by Sponsor which reserves right to substitute a prize of
equal or greater value in the event a prize is unavailable. Prizes cannot be
transferred.

11. WINNER LIST: Winners will be posted online after they have been verified.
Alternatively, to obtain a winners list, send a self-addressed, stamped envelope
via mail to: Stock Giveaway Winners List at SonicSave.Com, 1330 Beacon Street,
Brookline, MA 02446, or send an e-mail to: Sweepstakes [email protected].
Requests must be received by January 31, 2002. Winners list will be sent after
selection and verification of winners.

12. MISCELLANEOUS: This Sweepstakes will be governed by the Internal laws of the
State of Delaware. Any and all legal actions or claims arising in connection
with this sweepstakes must be brought in a court of competent jurisdiction
within the United States of America. By participating in this Sweepstakes, each
entrant accepts the conditions stated in these Official Rules, agrees to be
bound by the decisions of the judges. And warrants that s/he is eligible to
participate in this Sweepstakes.

13. CAUTION: Any attempt by an entrant to deliberately damage any web site or
undermine the legitimate operations of the Sweepstakes is a violation of
criminal and civil laws. Should such an attempt be made, the Sponsor reserves
the right to seek damages from any such entrant to the fullest extent permitted
by law and to disqualify such entrant from the sweepstakes.

14. MAIL PREFERENCE: To be removed from our sweepstakes mailing list write to:
SonicSave.Com Sweepstakes, 1330 Beacon Street, Brookline, Ma 02446. Sponsor is
solely responsible for awarding prizes and for all matters related to the
issuance or transfer of SonicSave.Com stock. The independent judging
organization assumes no responsibility.
<PAGE>

================================================================================

We have not authorized anyone to provide any information or to make any
representations in connection with this offering other than the information or
representations contained in this prospectus. You should not rely on any
additional information or representations if made.

This prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any security:

o except the common stock offered by this prospectus;

o in any jurisdiction in which the offer or solicitation is not
authorized;

o in any jurisdiction where the dealer or other salesperson is not
qualified to make the offer or solicitation;

o to any person to whom it is unlawful to make the offer or
solicitation; or

o to any person who is not a United States resident or who is outside
the jurisdiction of the United States.

The delivery of this prospectus or any accompanying sale does not imply
that:

o there have been no changes in the affairs of SonicSave.com after the
date of this prospectus; or

o the information contained in this prospectus is correct after the
date of this prospectus.

Until ___________ 2000, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

================================================================================

10,000,000 Shares

SonicSave.com Corp.

Common Stock

PROSPECTUS

__________, 2000

================================================================================
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS

SonicSave.com Corp's By-laws relating to indemnification require that
SonicSave.com Corp. indemnify its directors and its executive officers to the
fullest extent permitted under Delaware law; provided, that SonicSave.com Corp.
may modify the extent of such indemnification by individual contracts with its
directors and executive officers; and provided, further, that SonicSave.com
Corp. will not be required to indemnify any director or executive officer in
connection with a proceeding initiated by such person, with certain exceptions.
Delaware corporate law and SonicSave.com Corp.'s By-laws, as well as any
indemnity agreements to which SonicSave.com Corp. may be a party, may also
permit indemnification for liabilities arising under the Securities Act or the
Securities Exchange Act of 1934, as amended.

The Board of Directors has been advised that, in the opinion of the
Securities and Exchange Commission, indemnification of liabilities arising under
the Securities Act is contrary to public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities other than the payment by SonicSave.com
Corp. of expenses incurred or paid by a director or officer of SonicSave.com
Corp. in the successful defense of any action, suit or proceeding is asserted by
such director or officer in connection with the Shares being registered hereby,
SonicSave.com Corp. will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the issuance and distribution of
the securities being registered hereby are itemized below.

Securities and Exchange Commission filing fee ........ $ 19,800

Transfer Agent Fees .................................. $ 5,000

Printing and engraving expenses ...................... $ 50,000

Accountants' fees and expenses $ 35,000

Legal fees and expenses .............................. $ 75,000

Blue Sky fees and expenses ........................... $ 25,000

Miscellaneous ........................................ $ 25,200
--------

Total ................................................ $235,000

SonicSave.com Corp. will pay all of the fees, costs and expenses set forth
above. Other than the SEC filing fee, all fees and expenses are estimated.

II-1
<PAGE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

From May through September, 2000 SonicSave.com Corp. issued an aggregate
of 31,000,000 shares of common stock for nominal consideration to the
stockholders listed in the "Principal Stockholders" table of the prospectus. The
shares were issued in reliance on an exemption from registration order the
Securities Act of 1933 provided by Section 4(2) of that Act.

ITEM 27. EXHIBITS.

Exhibit Description
------- -----------

3.1# Certificate of Incorporation, as amended
3.2# By-laws
3.3+ Amendment No. 1 to By-laws
4.1# Form of Common Stock Certificate
5.1# Opinion of Phillips Nizer Benjamin Krim & Ballon LLP
5.2+ Tax Opinion
10.1# Form of Merchants' Participation Agreement
10.2# Loan Agreement of the Registrant to Andre Danesh
10.3# Lease for Registrant's Facilities
10.4# Assignment of Patent and Agreement
10.5+ Loan Agreement of the Registrant to Andre Danesh, as amended.
10.6# Form of Stock Option Plan
10.7+ Amendment No. 1 to Stock Option Plan
10.8* Form of Escrow Agreement for Offering Proceeds
10.9+ Form of Employment Agreement of the Registrant to William E.
Connolly
10.10+ Form of Employment Agreement of the Registrant to Andre Danesh
10.11+ Form of Employment Agreement of the Registrant to David Reznikov
10.12+ Form of Employment Agreement of the Registrant to Sean Wilder
10.13+ Amendment No. 1 to Form of Employment Agreement of the Registrant to
William E. Connolly
10.14+ Amendment No. 1 to Form of Employment Agreement of the Registrant to
Andre Danesh
10.15+ Amendment No. 1 to Form of Employment Agreement of the Registrant to
David Reznikov
10.16+ Amendment No. 1 to Form of Employment Agreement of the Registrant to
Sean Wilder
23.1+ Consent of Grant Thornton LLP
23.2# Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5.1)
24.1+ Powers of Attorney (included on signature page)

----------
# Previously filed.

+ Filed herewith.
* To be filed by Amendment.

II-2
<PAGE>

ITEM 28. UNDERTAKINGS.

The undersigned small business issuer undertakes as follows:

(a) The small business issuer will:

(1) file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) Include any additional or changed material information
on the Plan of distribution.

(2) For purpose of determining any liability under the Securities
Act of 1933, treat each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities at that time shall
be deemed to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the issuer pursuant to the foregoing provisions, or otherwise, the
issuer has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brookline, State of Massachusetts on this 26th
day of December 2000.

SonicSave.com Corp.

By: /s/ Andre Danesh
Andre Danesh
President, Chief Executive Officer and
Chairman of the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Andre Danesh and William
Connolly, or any of them (with full power to each of them to act alone), as his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and on his behalf to sign, execute and
file this Registration Statement, any subsequent Registration Statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments) to
such Registration Statements, and to file the same, with all exhibits thereto
and any documents required to be filed with respect therewith, with the
Securities and Exchange Commission or any regulatory authority, granting unto
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith and about the premises in order to effectuate the same
as fully to all intents and purposes as he might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 26th day of December, 2000.

Signatures Title
---------- -----

/s/ Andre Danesh
------------------------
Andre Danesh President, Chief Executive Officer and
Chairman of the Board (Principal Executive
Officer)

II-4
<PAGE>

/s/ William Connolly
------------------------
William Connolly Senior Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)

/s/ Ira Cohen
------------------------
Ira Cohen Director

------------------------
Charles W. Smith Director

/s/ John J. Perkins
------------------------
John J. Perkins Director