UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                 For the Quarterly Period Ended January 31, 2001

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

              For the Transition Period from _______ to ______


                     Commission file number: 000-31349


                             THE VOYAGER GROUP, INC.
        (Exact name of small business issuer as specified in its charter)

           DELAWARE                                              33-0649562
 (State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

            6354 CORTE DEL ABETO, SUITE F CARLSBAD, CALIFORNIA 92009
               (Address of principal executive offices, Zip Code)

                                 (760) 603-0999
                                 --------------
                (Issuer's telephone number, including area code)


As of January 31, 2001, there were 985,641 (1 vote per share) Common, 5,681 (100
votes per share)  Convertible  Preferred  Series F, and 204  (220,000  votes per
share)  Convertible  Preferred  Series J, for a total  46,433,741  shares of the
Registrant's voting stock, par value $0.001, issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [  ] No [X]







<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS

                             THE VOYAGER GROUP, INC.
                                 BALANCE SHEETS



                                                      (Unaudited)
                                                       January 31,    July 31,
                                                         2001           2000
                                                       ---------      ---------

ASSETS

Current Assets:
 Cash ............................................     $ 103,432      $    --
 Inventory .......................................        99,503        146,304
 Prepaid Expenses ................................        34,949          4,960
 Employee Advances ...............................           200           --
 Accounts Receivable .............................        23,568          7,295
                                                       ---------      ---------

   Total Current Assets ..........................       261,652        158,559
                                                       ---------      ---------

Fixed Assets, at Cost:
 Furniture and Equipment .........................       194,803        136,527
 Leasehold Improvements ..........................         6,741          6,741
  Less - Accumulated
   Depreciation ..................................       (68,686)       (44,063)
                                                       ---------      ---------

                                                         132,858         99,205
                                                       ---------      ---------

Other Assets:
 Intangibles, Net of $1,250 amortization .........        13,750           --
 Deposits ........................................         7,152          6,752
                                                       ---------      ---------

   Total Other Assets ............................        20,902          6,752
                                                       ---------      ---------

   Total Assets ..................................     $ 415,412      $ 264,516
                                                       =========      =========











<PAGE>



                             THE VOYAGER GROUP, INC.
                                 BALANCE SHEETS
                                   (Continued)


                                                  (Unaudited)
                                                   January 31,       July 31,
LIABILITIES AND STOCKHOLDERS' EQUITY .........        2001             2000
                                                   -----------      -----------

Current Liabilities:
  Accounts Payable ...........................     $   123,577      $    42,107
  Accrued Liabilities ........................         114,992           20,609
  Accrued Commissions ........................          31,863           12,837
  Shareholder Advances .......................          14,785            8,726
  Bank Indebtedness ..........................          97,443           99,233
  Lease Obligations - Current Portion ........          33,003           26,974
  Shareholder Loans ..........................         454,099          416,983
                                                   -----------      -----------

     Total Current Liabilities ...............         869,762          627,469
                                                   -----------      -----------

Long Term Liabilities:
  Lease Obligations ..........................          25,028           35,560
                                                   -----------      -----------

     Total Liabilities .......................         894,790          663,029
                                                   -----------      -----------

Stockholders' Equity
  Preferred Stock, $.001 par value;
    5,000,000 shares authorized
      Series J; 100 shares issued and
        outstanding ..........................            --               --
      Series F; 5,681 and 0 shares
        issued and outstanding ...............               6             --
  Common Stock; $.001 par value;
    100,000,000 shares authorized;
    985,641 issued and outstanding ...........             986              986
  Additional Paid-in Capital .................       3,151,559        2,725,514
  Retained Earnings (Deficit) ................      (3,631,929)      (3,125,013)
                                                   -----------      -----------

     Total Stockholders' Equity ..............        (479,378)        (398,513)
                                                   -----------      -----------

     Total Liabilities, and
      Stockholders' Equity ...................     $   415,412      $   264,516
                                                   ===========      ===========






                 The accompanying notes are an integral part of
                    these consolidated financial statements.


<PAGE>



                             THE VOYAGER GROUP, INC.
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>



                                         (Unaudited)             (Unaudited)
                               For the Three Months Ended  For the Six Months Ended
                                         January 31,             January 31,
                                      ---------------------   --------------------
                                        2001        2000        2001       2000
                                      ---------   ---------   ---------   --------

<S>                                   <C>         <C>         <C>         <C>
Sales, Net .........................  $ 217,366   $ 169,534   $ 361,509   $ 376,447
Cost of Sales ......................    137,859      64,401     177,874     169,726
                                      ---------   ---------   ---------   --------
     Gross Margin ..................     79,507     105,133     183,635     206,721

Selling & Marketing ................    104,330      70,497     161,569     187,057
General & Administrative ...........    338,837     134,218     499,831     356,467
                                      ---------   ---------   ---------   --------
     Total Expenses ................    443,167     204,715     661,400     543,524

Operating Loss .....................   (363,660)    (99,582)   (477,765)   (336,803)
Other Income (Expense)
 Interest ..........................    (15,110)     (8,812)    (28,751)    (12,303)
                                      ---------   ---------   ---------   --------

Income (Loss) Before Income Taxes ..   (378,770)   (108,394)   (506,516)   (349,106)
Income Tax Benefit (Expense) .......       (200)       (200)       (400)       (200)
                                      ---------   ---------   ---------   --------

Net Income (Loss) ..................  $(378,970)  $(108,594)  $(506,916) $(349,306)
                                      =========   =========   =========   ========

Earnings (Loss) Per Common Share:
 Basic & Diluted ...................  $    (0.38) $   (0.39)  $   (0.51)  $  (1.42)
                                      =========   =========   =========   ========

Weighted Average Shares Outstanding:
 Basic .............................    985,641     277,227     985,641     246,152
                                      =========   =========   =========   ========


</TABLE>














                 The accompanying notes are an integral part of
                    these consolidated financial statements.


<PAGE>



                             THE VOYAGER GROUP, INC.
                            STATEMENTS OF CASH FLOWS


                                                             (Unaudited)
                                                       For the Six Months Ended
                                                             January 31,
                                                        -----------------------
                                                          2001          2000
                                                        ---------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Income (Loss) .................................    $(506,916)    $(349,506)
 Adjustments to Reconcile Net
  Income (Loss) to Net Cash
  Used in Operating Activities:

  Depreciation and Amortization ....................       25,873        17,326
  Non-Cash Expenses ................................         --         247,838
  Changes in Assets and
   Liabilities-
    Increase in Accounts Receivable ................      (16,474)        2,083
    Increase in Prepaid Expenses ...................      (29,989)      (79,650)
    Increase in Inventory ..........................       46,801       (16,175)
    (Increase) Decrease in Other Assets ............         (400)       (1,425)
    Increase in Accounts Payable ...................       81,471        25,897
    Increase in Other Accrued Liabilities ..........      117,538       (17,465)
    Increase in Accrued Commissions ................       19,025        (8,795)
                                                        ---------     ---------
     Net Cash Provided by Operating
    Activities .....................................     (263,071)     (179,872)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of Intangible Assets .....................      (15,000)         --
 Purchase Furniture and Equipment ..................      (58,276)      (93,686)
                                                        ---------     ---------

     Net Cash Used by Investing Activities .........      (73,276)      (93,686)
                                                        ---------     ---------















<PAGE>



                             THE VOYAGER GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Continued)


                                                            (Unaudited)
                                                        For the Six Months Ended
                                                            January 31,
                                                        -----------------------
                                                          2001          2000
                                                        ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal Payments on Capital Leases ..............    $ (14,731)    $  82,412
 Principal Payments on Bank Indebtedness ...........       (1,790)       (8,943)
 Principle Payments on Shareholder Loans ...........       (4,692)         --
 Proceeds from Lease Obligations ...................        9,942          --
 Proceeds from Issuance of Preferred Stock .........      426,050          --
 Proceeds from Shareholder Loans ...................       25,000       183,550
                                                        ---------     ---------
   Net Cash Provided by
   Financing Activities ............................      439,779       257,019
                                                        ---------     ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS ..........      103,432     $ (16,539)
CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR .................................         --          16,539
                                                        ---------     ---------

 CASH AND CASH EQUIVALENTS AT END OF YEAR ..........    $ 103,432     $    --
                                                        =========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
 Cash Paid During the Year For:
  Interest .........................................    $  28,751     $   8,872
  Income Taxes .....................................    $     800     $     800


















              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>



                             THE VOYAGER GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED JANUARY 31, 2001


Basis of Presentation

     The unaudited  interim  consolidated  financial  information of The Voyager
Group,  Inc. (the "Company" ) has been prepared in accordance  with  Regulations
promulgated by the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations.  In the opinion of management,
the  accompanying  interim  consolidated   financial  information  contains  all
adjustments,  consisting of normal recurring  adjustments,  necessary to present
fairly the Company's  financial  position as of January 31, 2001, and results of
operations for the three and six months ended January 31, 2001.  These financial
statements should be read in conjunction with the audited consolidated financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-KSB for the year ended July 31, 2000. The results of operations for the three
and six months ended  January 31, 2001 may not be indicative of the results that
may be expected for the fiscal year ending July 31, 2001.

Series F Convertible Preferred Stock

     The Company  authorized an offering  under Rule 506 of Series F Convertible
Preferred Stock ("Series F"). Series F shares Convertible into 100 common shares
for each share of Series F. As of January 31, 2001,  5,681 of Series F have been
sold.

Voting Trust

     On November 6, 2000,  three  officers  and three  shareholders  contributed
117.316  (220,000  votes per share or  25,809,520  votes) into The Voting  Trust
Company, Inc. (a newly formed Delaware corporation). As of January 31, 2001, The
Voting Trust Company,  Inc. controls 56% of the outstanding  voting shares.  For
additional   information  please  refer  to  Form  13D  incorporated  herein  by
reference.



<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following  discussion and analysis of the Company's  financial condition and
results  of  operations  should  be  read  in  conjunction  with  the  Financial
Statements and Notes thereto appearing elsewhere in this report.

Overview

Voyager  develops  and  manufactures   nutritional,   anti-ageing,   and  weight
management  products.  The Company  distributes  its products  through a network
marketing system.  Nutritional  products  accounted for approximately 80% of the
Company's net sales in 2000.

Cost of sales primarily  consists of expenses  related to raw materials,  labor,
quality  assurance and overhead  directly  associated  with the  procurement and
production of Voyager's products and sales materials.

Selling and marketing  include associate  incentives,  promotion and advertising
expenses. Associate incentives and promotions are the Company's most significant
expenses and represented 38 % of net sales in 2000. Associate incentives include
commissions  and leadership  bonuses and are paid monthly based on sales volume.
Each  product  sold by the  Company  is  assigned  a sales  volume  point  value
independent of the product's price.  Associates earn commissions  based on sales
volume points generated in associate group.

General and  administrative  expenses  include  wages,  benefits,  depreciation,
amortization,   rents,  utilities,   and  professional  fees  along  with  other
administrative  expenses.  Wages and benefits represent the largest component of
general and administrative  expenses.  The Company has added human resources and
associated infrastructure for future expansion of operations.

Depreciation and  amortization  expense has increased as a result of substantial
investments in computer and systems,  communications equipment and IT systems to
support domestic  expansion.  The Company  anticipates  that additional  capital
investments  will be required in future periods to promote and support growth in
sales and the increasing size of the Associate and Preferred Customer base.

Voyager's senior management  anticipated that January 2001 would see an increase
in sales volume and associate  membership  achieved  through the introduction of
new products,  sales materials and new compensation plan for Associates.  Senior
Management  believes the novel  products have attracted  participation  from new
Associates.  This has resulted in sales revenue  beginning to exceed new product
introduction expenses and Voyager's working capital requirements for the ensuing
fiscal  year.  The  introduction  of four  novel and  proprietary  products  has
increased Associate  enrolment by over 100% in three months.  Voyager's Board of
Directors  has charted a new  product  course  with  Essence of Life,  Guardian,
Imperial Qi and Biologic.

           Essence of Life

Dr. Hower  stated  Hemoglobin  is the very  essence of life,  and the essence of
hemoglobin  is  minerals.   Voyager's   Essence  of  Life  provides  a  balanced
formulation of minerals and trace elements in a


<PAGE>



readily  assailable,  liquid  ionic  form,  along  with a  proprietary  blend of
peptides and amino acids,  cracked chlorella and B vitamin factors.  This unique
oceanic concentrate duplicates the nutritional  composition of the ancient ocean
and gives you the natural micronutrients to optimum health.

           Guardian

Our bodies are made up of cells designed to exist for  centuries.  Alas stresses
of  modern-day  living have  overwhelmed  our body's  defenses,  in turn causing
disease and  accelerated  cell  destruction  (ageing).  Guardian brings together
powerful  antioxidant  nutrition  made available via  Masquelier's  Original OPC
pycnogenol formula; a blend of organic sprouted grasses and green tea.

           Imperial Qi

Imperial Q is a  scientifically  balanced  longevity  formula having a legendary
history in Chinese  medicine.  Imperial  Qi is a  pharmacopoeia  promoting  good
health and thus long life.

           BioLogic

BioLogic contains Wild Blue Green Algae, acidophilus,  bifidus and a broad range
of digestive enzymes in one affordable formula. Already, Biologic has become the
best selling product in the Voyager range.

Voyager has begun phasing out non-congruent  products.  For further information,
please refer to voyager's e commercial web address [www.voyagergroupinc.com]

Results of Operations

The following table summarizes  operating  results as a percentage of net sales,
respectively for the periods indicated:

                                            (Unaudited)          (Unaudited)
                             For the Three Months Ended For the Six Months Ended
                                            January 31,          January 31,
                                           --------------       ----------------
                                          2001       2000       2001       2000
                                           ---        ---        ---        ---

Sales, Net .........................       100%       100%       100%       100%
Cost of Sales ......................        63%        38%        49%        45%
Gross Margin .......................        37%        62%        51%        55%
Operating Expenses .................       204%       121%       183%       144%
Operating Loss .....................       174%        64%       140%        93%

Net Sales

Net sales for the three months ended  January 31, 2001  increased  over the same
period in 2000 by approximately 28%.

Net sales for the six months  ended  January 31, 2001  decreased  below the same
period in 2000 by approximately .04%.


<PAGE>



As anticipated by senior management,  implementation of new products,  materials
and a new, leading edge,  compensation  plan has increased  current sales growth
dramatically. The last quarter has seen sales increase by more than 50% over the
preceding  quarter,  and in the opinion of Voyager's  Board of  Directors  these
changes will promote long-term growth, with a high associate enrollment.

Cost of Sales

Cost  of  sales  for  the  three  months  ended   January  31,  2001   increased
approximately  114% compared to 2000.  As a percentage  of sales,  cost of sales
increased from 38% to 63%.

Cost of sales for the six months ended January 31, 2001 increased  approximately
 .05% compared to 2000. As a percentage of sales,  cost of sales  increased  from
45% to 49%.

Management  believes this increase in cost of sales as a percentage of net sales
is temporary  and the  realignment  of products as part of  managements  overall
restructuring and implementation of its independent associates compensation plan
and  reorganization  of  executive  management  team will  ultimately  result in
decreased costs of sales in the upcoming quarters.

Operating Expenses

Operating  expenses  for the three  months  ended  January  31,  2001  increased
approximately  114%  compared  to 2000.  As a  percentage  of  sales,  operating
expenses increased from 121% to 204%.

Operating  expenses  for  the  six  months  ended  January  31,  2001  increased
approximately 22% compared to 2000. As a percentage of sales, operating expenses
increased from 144% to 183%.

Management  believes this increase is temporary and the complete overhaul of the
Company's  human  resources,  technological  communications  and  product  order
processing   will  result  in  volume  based   efficiencies  in  production  and
procurement activities.

Liquidity and Capital Resources

Voyager's Directors have committed to the required working capital necessary for
Voyager's charted course.

Funding  during the three months ended  January 31, 2001 was for  infrastructure
such as communications,  computer systems and product development.  There are no
formal  contractual  commitments  between  the  Company  and these  parties  for
capital, lines of credit or similar short-term borrowings.

The Company generates and uses cash flows through three  activities:  operating,
investing, and financing.

During 2001,  operating activities used cash of $263,000 as compared to net cash
used of $180,000 for 2000.

Cash flows used in investing  activities is due to the acquisition of $58,000 of
computer  equipment and office  furniture for 2001 compared to $94,000 for 2000,
and the acquisition of $15,000 of


<PAGE>



intangibles for 2001.

Financing  activities  provided $440,000 for 2001 compared to $257,000 for 2000.
The increase in cash flow from financing  activities was primarily from the sale
of Series F Convertible Preferred Shares.

Voyager's  Board of  Directors  believes  that its current  cash  balances,  the
available  line of credit and cash provided by operations  will be sufficient to
cover its needs in the ordinary  course of business  for the next 12 months.  If
the Company experiences  unusual capital  requirements to complete the new infra
structure  and  communication  systems,  additional  financing  may be required.
However, no assurance can be given that additional financing, if required, would
be  available on favorable  terms.  The Company may attempt to raise  additional
financing  through the sale of its equity  securities  in the form of  preferred
stock or loans to finance  future growth of the Company.  Any  financing,  which
involves  the sale of  equity  securities  and  loans in the form of  short-term
instruments convertible into such securities, could result in immediate dilution
to existing shareholders.

Inflation

The Company  does not  believe  that  inflation  has had or will have a material
effect on its historical operations or profitability.

Regulation

The  Company  is not of aware of any  recently  enacted,  presently  pending  or
proposed  state or federal  legislation,  which  would  have a material  adverse
effect on its results of operations.

Outlook -Forward Looking Statements

According to the Nutrition  Business  Journal,  the nutritional  industry in the
United  States  will grow at an annual rate of  approximately  10% over the next
three years.  This does represent a slower rate of industry growth than in prior
years.  Management believes the Company's products offer opportunities for rapid
expansion.

The  statements  contained  in this  Report on Form  10-QSB  that are not purely
historical are considered to be "forward-looking  statements" within the meaning
of the Private  Securities  Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act. These statements represent the Company's  expectations,
hopes, beliefs, anticipations,  commitments, intentions and strategies regarding
the  future.  They may be  identified  by the use of words  or  phrases  such as
"believes,"  "expects,"   "anticipates,"  "should,"  "plans,"  "estimates,"  and
"potential,"  among  others.  Forward-looking  statements  include,  but are not
limited to,  statements  contained in  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations  regarding the Company's financial
performance, revenue and expense levels in the future and the sufficiency of its
existing assets to fund future  operations and capital  spending needs.  Readers
are cautioned that actual results could differ  materially  from the anticipated
results or other expectations  expressed in such forward- looking statements for
the  reasons  detailed  in the  Company's  Annual  Report on Form 10-K under the
headings  "Description  of Business" and "Risk Factors.  " The fact that some of
the risk factors may be the same or similar to the Company's  past reports filed
with the Securities and Exchange


<PAGE>



Commission  means  only that the risks are  present  in  multiple  periods.  The
Company  believes that many of the risks  detailed here and in the Company's SEC
filings are part of doing business in the industry in which the Company operates
and competes and will likely be present in all periods  reported.  The fact that
certain  risks are endemic to the industry  does not lessen their  significance.
The forward-looking  statements contained in this Report are made as of the date
of this Report and the Company assumes no obligation to update them or to update
the  reasons  why actual  results  could  differ  from those  projected  in such
forward-looking statements.

Among others,  risks and uncertainties  that may affect the business,  financial
condition,  performance,  development,  and results of operations of the Company
include:

     o    The Company's dependence upon a network marketing system to distribute
          its products;

     o    Activities of its independent distribution Associates;

     o    Government scrutiny of network marketing practices;

     o    Potential   effects  of  adverse   publicity   regarding   nutritional
          supplements;

     o    Reliance on key management personnel;

     o    Extensive   government   regulation  of  the  Company's  products  and
          manufacturing;

     o    The possible adverse effects of increased  associates  incentives as a
          percentage of net sales;

     o    The Company's reliance on information technology;

     o    The  loss  of  product  market  share  or   independent   distribution
          Associates to competitors;


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not engaged in any legal proceedings which in the aggregate, will
have a material adverse effect on the Company or its operations.

Item 2.  Changes in Securities

During  the  quarter,  the  Company  sold 1,798  shares of Series F  Convertible
Preferred  Stock for $75.00 per share or  $134,825.  The shares  were sold under
Rule 506 of Regulation D of the United States Securities Act.

The Voyager Board of Directors  accepted Mr. John  Southerland's  resignation on
January 26, 2001.



<PAGE>



Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders.

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

(a)        Exhibits

The following exhibits are included herein by reference in this report:

Exhibit
Number       Exhibit

3.1          Certificate of Incorporation The Voyager Group, Inc.(1)
3.2          Corporate By-Laws of The Voyager Group Inc.(1)
3.3          Amended and Restated Certificate of Incorporation of
             The Voyager Group, Inc.(1)
99.1         Exhibit 7.1 to Form 13D. (2)
99.2         Exhibit 7.2 to Form 13D. (2)
99.3         Exhibit 7.3 to Form 13D. (2)

     (b)  The Company did not file a report on Form 8-K during the three months
           ended January 31, 2001.

     (1)  Incorporated  by  reference  to the  Company's  Form  10-KSB  filed on
          December 14, 2000.

     (2)  Incorporated by reference to the Company's Form 13 D filed on February
          9, 2001.


<PAGE>


                                   SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             The Voyager Group, Inc.
                             -----------------------
                                  (Registrant)


DATE:   March 7, 2001                   By: /S/ Marvin Higbee
                                        ---------------------
                                        Marvin Higbee, President, C.E.O. and
                                        Chairman of the Board


DATE:   March 7, 2001                   By: /S/ Peter Powderham
                                        -----------------------
                                        Peter Powderham, Executive President,
                                        Business Development, Secretary and
                                        Director