UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-QSB


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

                 FOR THE QUARTERLY PERIOD ENDED October 31, 2000


                                       OR


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______


                        Commission file number: 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)


                                  (Former name)

As of December 20, 2000,  there were  985,641 (1 vote per share)  Common,  3,883
(100 votes per share) Convertible Preferred Series F, and 204 (220,000 votes per
share)  Convertible  Preferred  Series J, for a total  46,253,941  shares of the
Registrant's voting stock, par value $0.001, issued and outstanding.


<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1. FINANCIAL STATEMENTS

                             THE VOYAGER GROUP, INC.
                                 BALANCE SHEETS



                                                   (Unaudited)
                                                   October 31,         July 31,
                                                      2000              2000
                                                    ---------         ---------

ASSETS

Current Assets:
 Cash ......................................        $ 196,923         $    --
 Inventory .................................          157,340           146,304
 Prepaid Expenses ..........................           19,785             4,960
 Accounts Receivable .......................            8,338             7,295
                                                    ---------         ---------

   Total Current Assets ....................          382,386           158,559
                                                    ---------         ---------

Fixed Assets, at Cost:
 Furniture and Equipment ...................          167,436           136,527
 Leasehold Improvements ....................            6,741             6,741
  Less - Accumulated
   Depreciation ............................          (54,098)          (44,063)
                                                    ---------         ---------

                                                      120,079            99,205
                                                    ---------         ---------

Other Assets:
 Deposits ..................................            7,152             6,752
                                                    ---------         ---------

   Total Other Assets ......................            7,152             6,752
                                                    ---------         ---------

   Total Assets ............................        $ 509,617         $ 264,516
                                                    =========         =========












<PAGE>



                             THE VOYAGER GROUP, INC.
                                 BALANCE SHEETS
                                   (Continued)


                                                   (Unaudited)
                                                    October 31,      July 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                  2000             2000
                                                   -----------      -----------

Current Liabilities:
  Accounts Payable ...........................     $    47,324      $    42,107
  Accrued Liabilities ........................          49,802           20,609
  Accrued Commissions ........................          16,254           12,837
  Shareholder Advances .......................          26,578            8,726
  Bank Indebtedness ..........................          98,523           99,233
  Lease Obligations - Current Portion ........          27,640           26,974
  Shareholder Loans ..........................         450,336          416,983
                                                   -----------      -----------

     Total Current Liabilities ...............         716,457          627,469
                                                   -----------      -----------

Long Term Liabilities:
  Lease Obligations ..........................          28,394           35,560
                                                   -----------      -----------

     Total Liabilities .......................         744,851          663,029
                                                   -----------      -----------

Stockholders' Equity
  Preferred Stock, $.001 par value;
    5,000,000 shares authorized
      Series J; 100 shares issued and
        outstanding ..........................            --               --
      Series F; 3,883 and 0 shares
        issued and outstanding ...............               4             --
  Common Stock; $.001 par value;
    100,000,000 shares authorized;
    985,641 issued and outstanding ...........             986              986
  Additional Paid-in Capital .................       3,016,735        2,725,514
  Retained Earnings (Deficit) ................      (3,252,959)      (3,125,013)
                                                   -----------      -----------

     Total Stockholders' Equity ..............        (235,234)        (398,513)
                                                   -----------      -----------

     Total Liabilities, and
      Stockholders' Equity ...................     $   509,617      $   264,516
                                                   ===========      ===========




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


<PAGE>



                             THE VOYAGER GROUP, INC.
                              STATEMENTS OF INCOME



                                                            (Unaudited)
                                                     For the Three Months Ended
                                                            October 31,
                                                      -------------------------
                                                        2000            1999
                                                      ---------      ----------

Sales, Net .....................................      $ 144,143       $ 206,913
Cost of Sales ..................................         40,015         105,325
                                                      ---------      ----------
     Gross Margin ..............................        104,128         101,588

Selling & Marketing ............................         57,239         116,560
General & Administrative .......................        160,994         222,249
                                                      ---------      ----------
     Total Expenses ............................        218,233         338,809

Operating Loss .................................       (114,105)       (237,221)
Other Income (Expense)
 Interest ......................................        (13,641)         (3,491)
                                                      ---------      ----------

Income (Loss) Before Income Taxes ..............       (127,746)       (240,712)
Income Tax Benefit (Expense) ...................           (200)           (200)
                                                      ---------      ----------

Net Income (Loss) ..............................      $(127,946)     $ (240,912)
                                                      =========      ==========

Earnings (Loss) Per Common Share:
 Basic & Diluted ...............................      $   (0.13)     $(2,409.12)
                                                      =========      ==========

Weighted Average Shares Outstanding:
 Basic .........................................        985,641             100
                                                      =========      ==========















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


<PAGE>



                             THE VOYAGER GROUP, INC.
                            STATEMENTS OF CASH FLOWS


                                                             (Unaudited)
                                                      For the Three Months Ended
                                                              October 31,
                                                       ------------------------
                                                         2000           1999
                                                       ---------      ---------

CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Income (Loss) ...............................     $(127,946)     $(240,912)
 Adjustments to Reconcile Net
  Income (Loss) to Net Cash
  Used in Operating Activities:

  Depreciation and Amortization ..................        10,035          6,807
  Non-Cash Expenses ..............................          --          191,937
  Changes in Assets and
   Liabilities-
    Increase in Accounts Receivable ..............        (1,043)        (1,218)
    Increase in Prepaid Expenses .................       (14,825)       (82,020)
    Increase in Inventory ........................       (11,036)        31,219
    (Increase) Decrease in Other Assets ..........          (400)        (9,925)
    Increase in Accounts Payable .................         5,217        (18,023)
    Increase in Other Accrued Liabilities ........        47,045         (4,956)
    Increase in Accrued Commissions ..............         3,417         22,702
                                                       ---------      ---------
   Net Cash Provided by Operating
    Activities ...................................       (89,536)      (104,389)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase Furniture and Equipment ................       (30,909)          (538)
                                                       ---------      ---------

















<PAGE>



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


                                                             (Unaudited)
                                                      For the Three Months Ended
                                                              October 31,
                                                        -----------------------
                                                          2000          1999
                                                        ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal Payments on Capital Leases ..............    $  (6,500)    $    --
 Principal Payments on Bank Indebtedness ...........         (710)         --
 Proceeds from Issuance of Preferred Stock .........      291,225          --
 Proceeds from Shareholder Loans ...................       33,353       100,000
                                                        ---------     ---------
   Net Cash Provided by
   Financing Activities ............................      317,368       100,000
                                                        ---------     ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS ..........      196,923     $  (4,927)
CASH AND CASH EQUIVALENTS AT
 BEGINNING OF YEAR .................................         --          16,539
                                                        ---------     ---------

 CASH AND CASH EQUIVALENTS AT END OF YEAR ..........    $ 196,923     $  11,612
                                                        =========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
 Cash Paid During the Year For:
  Interest .........................................    $  13,642     $   3,491
  Income Taxes .....................................    $    --       $    --



















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


<PAGE>



                             THE VOYAGER GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED OCTOBER 31, 2000


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 October 31, 2000, and results of
operations  for the  three  months  ended  October  31,  2000.  These  financial
statements should be read in conjunction with the audited consolidated financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-KSB for the year ended July 31, 2000. The results of operations for the three
months ended  October 31, 2000 may not be  indicative of the results that may be
expected for the fiscal year ending July 31, 2001.

Series F Convertible Preferred Stock

     During the  quarter 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  December  20,  2000,
3,883 of Series F have been sold.

Stock Split

     On October 16, 2000 the Board of Directors authorized 10 to 1 reverse stock
split  for the  Company's  common  stock.  All  references  in the  accompanying
financial  statements to the number of common shares and per-share  amounts have
been restated to reflect the reverse stock split.

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 December 20, 2000,
The Voting Trust Company, Inc. controls 56% of the outstanding voting shares.











<PAGE>



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

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

     Voyager develops and manufactures  high-quality  nutritional,  anti-ageing,
pain relief and weight management products. The Company distributes its products
through a network marketing system.

     The  Company's   four  primary   product  lines  consist  of   nutritional,
anti-ageing,  pain relief and weight management  products.  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,  and  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 promotion are the Company's most
significant  expenses  and  represented  86 % of net  sales in  2000.  Associate
incentives include commissions and leadership bonuses, and are paid weekly based
on sales  volume  points.  Each  product sold by the Company is assigned a sales
volume  point  value  independent  of  the  product's  price.   Associates  earn
commissions based on sales volume points generated in their down line.

     General  and   administrative   expenses   include   wages  and   benefits,
depreciation and amortization,  rents and 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
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.

Results of Operations

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


<PAGE>




                                                              (Unaudited)
                                                      For the Three Months Ended
                                                              October 31,
                                                        ------------------------
                                                           2000            1999
                                                            ---             ---

Sales, Net .....................................            100%            100%
Cost of Sales ..................................             28%             51%
Gross Margin ...................................             72%             49%
Operating Expenses .............................            151%            164%
Operating Loss .................................             79%            115%

Net Sales.

     Net sales for the three months  ended  October 31, 2000 were less than 1999
by approximately $63,000 or 30%. During 2001 management will implement a plan of
restructuring  the independent  associates  compensation plan and revise certain
products. Management plans further formulation of novel, proprietary,  products,
and  reformulation  of  certain  existing  products.  Management  has  added  an
executive  team with over 60 years combined  experience in the direct  marketing
industry  replacing  vacancies  created  by  resignations  of  former  executive
officers.  Management  believes the  implementation  of these plans will promote
sales growth in the years to come. The  introduction  of new products during the
year 2001, in the opinion of management,  will promote long-term growth,  with a
high associate enrollment.

Cost of Sales

     Cost of sales for 2000 decreased  approximately  $65,000 or 62% compared to
1999. As a percentage  of sales,  cost of sales  decreased  from 51% to 28%. The
decrease in cost of sales as a percentage  of net sales is  attributable  to the
repricing  of  products  as  part  of  managements  overall   restructuring  and
implementation of its independent  associates  compensation  plan,  repricing of
products, and total reorganization of executive management team.

Operating Expenses

     Operating  expenses  during 2000  decreased  approximately  $121,000 or 36%
compared to 1999 from  $339,000  to  $218,000.  Newly  elected  executives  have
completely    overhauled   the   Company's   human   resources,    technological
communications,  product order  processing of customers,  and increase in volume
based efficiencies in production and procurement activities.

Liquidity and Capital Resources

     The President,  C.E.O. and shareholders  have committed to funding required
working capital necessary for the Company. Funding during the three months ended
October 31,  2000 was for  infrastructure  such as  communication  and  computer
systems.  There are no formal  contractual  commitments  between the Company and
these parties for capital, lines of credit or similar short-term borrowings.



<PAGE>



     It is  anticipated  that the year  2001  should  expand  current  sales and
increase  associates  membership  through the  introduction  of new products and
associate   services   which  should  exceed  the  Company's   working   capital
requirements for the next fiscal year.

     The  Company  generates  and uses  cash  flows  through  three  activities:
operating, investing, and financing. During 2000, operating activities used cash
of $90,000 as compared to net cash used of $104,000 for 1999.

     Cash flows used in investing activities is primarily due to the acquisition
of $31,000 of computer  equipment and office furniture for 2000 compared to $500
for 1999.

     Financing  activities  provided  $317,000 for 2000 compared to $100,000 for
1999. The increase in cash flow from financing activities was primarily from the
sale of Series F  Convertible  Preferred  Shares and  shareholder  loans from an
officer and a shareholder of the Company in the form of promissory notes.

     Management  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


<PAGE>



strategies  regarding the future.  They may be identified by the use of words or
phrases  such  as  "believes,"  "expects,"   "anticipates,"  "should,"  "plans,"
"estimates," and "potential," among others.  Forward-looking statements include,
but are not limited to,  statements  contained in  Management's  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations  regarding  the
Company's  financial  performance,  revenue and expense levels in the future and
the  sufficiency  of its existing  assets to fund future  operations and capital
spending  needs.   Readers  are  cautioned  that  actual  results  could  differ
materially from the anticipated results or other expectations  expressed in such
forward-  looking  statements for the reasons  detailed in the Company's  Annual
Report on Form 10-K  under the  headings  "Description  of  Business"  and "Risk
Factors.  " The fact that some of the risk factors may be the same or similar to
the Company's  past reports filed with the  Securities  and Exchange  Commission
means only that the risks are present in multiple periods.  The Company believes
that 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 Rigorous government scrutiny of network marketing practices;

     o Potential effects of adverse publicity regarding nutritional  supplements
       or the network marketing industry;

     o Reliance on key management personnel;

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

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

     o The Company's reliance on information technology;

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


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     The Company is not engaged in any legal proceedings other than the ordinary
routine litigation incidental to its business operations, which the Company does
not  believe,  in the  aggregate,  will have a  material  adverse  effect on the
Company, or its operations.







<PAGE>



Item 2.  Changes in Securities

     During the quarter,  the Company sold 3,883 shares of Series F  Convertible
Preferred  Stock for $75.00 per share or  $291,225.  The shares  were sold under
Rule 506 of the Securities Act.

     On October 16, 2000 the Board of Directors authorized 10 to 1 reverse stock
split  for the  Company's  common  stock.  All  references  in the  accompanying
financial  statements to the number of common shares and per-share  amounts have
been restated to reflect the reverse stock split.

Item 3.  Defaults Upon Senior Securities

           None.

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

           None.

Item 5.  Other Information

           None.

Item 6.  Exhibits and Reports on Form 8-K

           (a)       Exhibits

           The following exhibits are included as part of this report:

Exhibit
Number               Exhibit

3.1                  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)
27.1                 Financial Data Schedule

           (b)       The  Company  did not file a report on Form 8-K  during the
                     three months ended October 31, 2000.

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


<PAGE>


                                   SIGNATURES


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

                             The Voyager Group, Inc.
                                  (Registrant)


DATE:   December 21, 2000              By: /S/ Marvin Higbee
                                           --------------------
                                           Marvin Higbee, President, C.E.O. and
                                           Chairman of the Board


DATE:   December 21, 2000              By: /S/ Peter Powderham
                                           -----------------------
                                           Peter Powderham, Executive President,
                                           Business Development, Secretary and
                                           Director