U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES
                              EXCHANGE ACT OF 1934

                    For The Fiscal Year Ended: July 31, 2000

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

For the transition period from                          To
                                     -----------------       ------------------

Commission file number       000-31349
                       ------------------------

                             The Voyager Group, Inc.
                            ------------------------
                 (Name of Small Business Issuer in its charter)


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

            6354 Corte Del Abeto, Suite F, Carlsbad, California 92009
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                            Name of each exchange on which
to be so registered                            each class is to be registered
     None                                                   None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of class)



<PAGE>

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing required for the past 90 days. Yes X No

                                                      Total pages:    34
                                                                     ----
                                               Exhibit Index Page:    32
                                                                     ----

     Check if there is no disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-B is not  contained in this form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [X]

     State issuer's revenues for its most recent fiscal year. $ 670,234

     As of September 16, 2000,  there were  9,856,413 (1 vote per share) Common,
and 100 (220,000 votes per share)  Convertible  Preferred  Series J, for a total
31,856,413 shares of the Registrant's voting stock, par value $0.001, issued and
outstanding. The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant was approximately  $-0- computed at the average
bid and asked price as of September 16, 2000.

                         (ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS)

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes     No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practical  date:  September 16, 2000 9,856,413
                                                    ----------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) Into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").

     None

     Transitional  Small  Business  Disclosure  Format  (check one):  Yes ; NO X

                                        2
<PAGE>

                                TABLE OF CONTENTS


Item Number and Caption                                                     Page

PART I

Item 1.    Business............................................................5

Item 2.    Property...........................................................21

Item 3.    Legal Proceedings..................................................21

Item 4.    Submission of Matters to a Vote of Security Holders................21

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters...........22

Item 6.    Management's Discussion and Analysis or Plan of Operations.........23

Item 7.    Financial Statements...............................................27

Item 8.    Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure...............................................27

PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act..................28

Item 10.   Executive Compensation.............................................29

Item 11.   Security Ownership of Certain Beneficial Owners and Management.....30

Item 12.   Certain Relationships and Related Transactions.....................31

Item 13.   Exhibits and Reports on form 8-K...................................32



                                        3
<PAGE>

     As  used in this  report  on Form  10-KSB,  unless  the  context  otherwise
requires,  the terms "we," "us," or "the Company"  "Vygp" and "Voyager" refer to
The Voyager Group, Inc., A Delaware corporation.

     This  Annual  Report on Form  10-KSB  contains  forward-looking  statements
within the meaning of the federal  securities  laws.  These  statements  include
those  concerning  the  following:  the  intention to continue  pursuing  direct
marketing  opportunities  for  Voyager,  the  intention  to support web enabling
technologies  such as  Wireless  Applications  Protocol,  the plan to expand the
geographic coverage of the www. vygp.com wireless access service, plan to pursue
associate  opportunities for Voyagers  stratagems,  the intention to continue to
expand the company's  business,  the intention to make strategic  investments to
enhance the content and  applications  available to all of our  associates,  the
intention to introduce  new products and designs,  the plan to integrate  Secure
Digital  card  expansion  technology  into  our  associate's   opportunity  kits
beginning  in the Q  three  of  calendar  year  2001,  our  expectation  that an
increasing  portion  of our  revenues  will come from  associates  opportunities
wireless Internet platform services and solutions, our expectation that revenues
will  increase  as a  percentage  of total  revenues,  our  belief  that we will
experience strong growth in associates  opportunities  technologically  increase
product growth, our expectation of future gross margins, our expectation that we
will make significant  strategic  investments  throughout  fiscal year 2001, our
anticipation  for future operating  margins and interest income,  and our belief
that our cash and cash equivalents will be sufficient to satisfy our anticipated
cash  requirements  for at least the next twelve  months.  These  statements are
subject to risks and uncertainties that could cause actual results and events to
differ materially.


                                        4

<PAGE>

                                     PART I


Item 1.  Description of Business.

General

     In early January of 1999,  Voyager  Internet  Group.Com  determined that it
would be advisable  and in the best interest of Voyager  Internet  Group.Com and
its stock  holders and Voyager Group Inc for the business to be divided into two
independent  businesses.  Whereas  Voyager  Internet  Group.Com has transfer and
assigned  or  cause  to be  transferred  and  assigned  to  Voyager  Group  Inc.
substantially  all of the assets and Voyager  Group Inc. has agreed to assume or
cause  to be  assumed  certain  liabilities  and  obligation  arising  out of or
relating to the Voyager Group Inc. Voyager Group Inc. is an independent publicly
held company, in the direct marketing business.

     Voyager Group,  Inc.  ("VYGP" or the "Company")  develops and  manufactures
high-quality  nutritional,  personal care and weight  management  products.  The
Company  distributes its products through a network  marketing system and refers
to its sales force as "Associates."

     Voyager is committed to state of the art technological  support for voyager
associates,  continuous product innovation and sound scientific  research with a
very  strong  e-commerce  presence.  The  primary  products  consist  of modular
designed nutritional systems, anti-ageing systems and weight management. Modular
designed  nutritional  products  accounted for the majority of net sales in both
fiscal year 2000 and 1999. Weight  management  product systems center around low
glycemic   shake  which  has  recipes  for  low   glycemic   meal  entrees  with
instructional,  how to  information,  videos  and other  products  developed  to
provide a comprehensive approach to weight management, proper diet and exercise,
nutrition and healthy living. The Company believes  bioavailability,  safety and
quality characterize Voyager's products.

Business of Voyager

     The Company's products are distributed  through a network marketing system.
The Company believes that network marketing is an effective and efficient way to
distribute  its  products  because  network  marketing  allows  person-to-person
product   education,   which  is  not  readily  available  through   traditional
distribution  channels.  Network marketing  appeals to a broad  cross-section of
people,  particularly  those  seeking  to  supplement  family  income,  start  a
home-based   business  or  pursue   entrepreneurial   opportunities  other  than
conventional   full-time   employment.   The  Company  considers  its  rewarding
compensation  program and weekly associate  incentive  payments to be attractive
components of its network marketing system. As of July 31, 2000, the Company has
approximately one thousand five hundred (1,500) current associates in the United
States.  The  company  defines  a  current  associate  as a  associate  that has
purchased  product  anytime  from the  company in the most  recent  twelve-month
period. North America is the primary market for the Company' products. Preferred
Customer  purchase  Voyager products for personal use, but do not wish to become
associates.

                                        5
<PAGE>

Voyager Distribution  Philosophy

     Voyagers sales  philosophy and  distribution  system is network  marketing.
Products are sold exclusively to or through  independent  associates who are not
employees of the Company.

     Network  marketing  is an effective  vehicle to  distribute  the  Company's
products  because (i) a consumer can be educated  about a product in person by a
associate,   which  is  more  direct  than  the  use  of  television  and  print
advertisements;  (ii)  direct  sales  allow for  actual  product  sampling  by a
potential consumer;  (iii) the impact of associate and consumer  testimonials is
enhanced;  and (iv) as compared to other  distribution  methods,  associates can
give  customers  higher  levels of service and  attention  among  other  things,
educating  consumers  on product  benefits  and  following up on sales to ensure
proper  product  usage  and  customer  satisfaction,  and  to  encourage  repeat
purchases.  Under the  Company's  network  marketing  system,  most  independent
associates purchase products either for personal  consumption or resale.  Direct
selling as a  distribution  channel has been  enhanced in the past decade due to
advancements   in   communications,   including   telecommunication,   and   the
proliferation  of the use of videos and fax machines.  Direct selling  companies
can now produce high quality videos for use in product education, demonstrations
and  sponsoring  sessions  that project a desired  image for the Company and the
product line.

     Management  believes that high quality sales aids play an important role in
the success of associate  efforts.  For this reason the Company will in the next
12  months,  engage in the  production  of video and  audio  cassettes,  for the
purposes of affecting a more efficient and comprehensive sales tool.  Management
is committed to fully utilizing current and future  technological  advances that
continue to enhance the effectiveness of direct selling.

     The  Company's   network   marketing   program   differs  from  many  other
network-marketing  programs in several  respects.  First, the compensation  plan
allows  the  Company  associates  to  develop a  seamless  network  of down line
associates.  Second,  the Company's order and fulfillment  systems eliminate the
need for  associates  to carry  significant  levels  of  inventory.  Third,  the
compensation  plan is  financially  rewarding and can result in  commissions  to
associates  aggregating  up to fifty three percent  (53%) of a product's  price.
Commissions have averaged fifty one percent (51%) of revenue from commissionable
sales over the past 2 years.

Voyager's Compensation Plan

     Management believes that one of the Company's key competitive advantages is
the compensation plan. The compensation plan is seamlessly integrated across all
markets in which company products are sold. This seamless integration means that
the  Company's  associate  base has  total  reach  and that  the  knowledge  and
experience  resident  in  current  associates  can be  used to  build  associate
leadership  in new  markets.  The  compensation  plan allows an  individual  the
opportunity  to  develop a  business,  the  success  of which is based upon that
individual's  level of commitment,  time spent,  personal  skills,  contacts and
motivation.  For many,  a  distributorship  is a very small  business,  in which
products may be purchased  primarily for personal  consumption and for resale to
relatively  few customers.  For others,  a  distributorship  becomes a full time
occupation.  The Company believes that the  compensation  plan is among the most
financially rewarding plans offered

                                        6

<PAGE>


to associates by network marketing companies.  There are two fundamental ways in
which associates can earn money: (i) through retail markups;  and (ii) through a
series of commissions on product sales within the associates's down line.

     Each product carries a specified commission value. Commissions are based on
total personal and group sales volume per month. Commission value is essentially
based  upon a  product's  cost,  net of sales  tax.  As an  associates's  retail
business  expands and as he or she  successfully  sponsors other associates into
the  business who in turn expand  their own  business,  he or she may qualify to
receive a higher percentage of commissions.

     Generally, associates can receive commission bonuses if, on a monthly basis
(I) the associates  achieves a qualifying  personal  volume,  (ii) the associate
sells  and/or  consumes at least 51% of  personal  sales  volume,  and (iii) the
associate is not in default of any material policies or procedures.

Voyager's Associate Support

     The Company is committed  to providing a high level of support  services to
the needs of its  associates  in each  market.  The Company  meets the needs and
builds the loyalty of its associates with  personalized  associate  services.  A
support  staff  that  assists  associates  as they build  networks  of down line
associates.  Because many  associates  have only a limited  number of hours each
week to concentrate on their  business,  management  believes that maximizing an
associate's efforts through effective support of each associate will continue to
be important to the success of the Company.

     Through  training  meetings,  annual  conventions,  associate focus groups,
regular telephone  conference calls and personal  contacts with associates,  the
Company seeks to understand and satisfy the needs of each associate. The Company
provides walk-in,  telephonic and computerized fulfillment and tracking services
that result in user-friendly,  and timely product distribution. In addition, the
Company is committed to evaluating new ideas in technology and services, such as
automatic product  reordering,  that the Company can provide to associates.  The
Company currently utilizes, teleconferencing, fax services, and Internet. Online
Internet access including associate sign- up, shipment tracking,  ordering,  and
group and personal sales volume  inquiries are also provided to associates.  The
Company sponsors events  throughout the year , which offer information about the
Company's products and network marketing system.  These meetings are designed to
assist  Voyager  associates in business  development  and to provide a forum for
interaction  with  successful  Voyager  associate  communities and the Company's
Scientific Medical Advisory Board.

     Voyager  associates may not use any form of media  advertising not approved
by the Company to promote products. Products may be promoted by personal contact
or by  literature  produced  by or  approved by the  Company.  Generic  business
opportunity  advertisements  without  using  the  company  name may be placed in
accordance with certain  guidelines in certain  markets.  Associates may not use
trademarks or other intellectual property of the Company without consent.

     Products may not be sold, and the business opportunity may not be promoted,
in  traditional  retail  environments  such  as  food  markets,  pharmacies  and
drugstores.  Associates  who own or are employed by a service  related  business
such as a doctor's office, hair salon, or health club, may make

                                        7

<PAGE>

products  available to regular  customers as long as products are not  displayed
visibly to the general  public in such a way as to attract  the  general  public
into the establishment to purchase products.

Voyager's Associate Payments

     Associates  generally  pay for  products  prior to  shipment.  The  Company
carries no account  receivable from  associates.  Associates pay for products in
one of several ways: cash, money order, check or credit card.

Voyager Growth Strategy

     During the fiscal year 2001, Voyager will introduce novel, patented, patent
pending and proprietary  products.  Management  believes the novel products will
attract  participation  from  additional  associates  around the United  States.
Voyager's  Management is totally  committed to growth  through  proprietary  and
patent applied  products which will attract and retain  associates and preferred
customers  though  "Modular  Designs"  formulated  by Voyager's  Scientific  and
Medical  Advisory  Board,  which should  increase total product sales through an
e-commerce infrastructure.

Industry Overview

     The nutritional  supplements  industry includes many small and medium-sized
companies that manufacture and distribute products generally intended to enhance
the  body's  performance  and  well-  being.   Nutritional  supplements  include
vitamins, minerals, dietary supplements, herbs, botanicals and compounds derived
there from.

     According to Adams,  Harkness & Hill in their Living  Industry report dated
February 28, 2000, the overall market for natural products is approximately  $19
billion and growing at a 15% annual rate.

     The Company  believes that growth in the nutritional  supplement  market is
driven by several factors including:

     o    Increased  public's  awareness  and  understanding  of the  Connection
          between diet and health, by way of the Internet.

     o    The aging  baby-boomer  generation,  which is more  likely to  consume
          nutritional supplements,

     o    Product and scientific research,

     o    The adoption of the Dietary  Supplement  Health and  Education  Act of
          1994 ("DSHEA") in the United States.

     Nutritional  supplements are sold through mass-market retailers,  including
mass merchandisers,  drug stores,  supermarkets and discount stores, health food
stores and direct sales

                                        8

<PAGE>

organizations,  including network marketing organizations and catalog companies.
Direct  selling,  of which  network  marketing  is a  significant  segment,  has
increased in popularity as a  distribution  channel due primarily to advances in
technology and  communications  resulting in improved  product  distribution and
faster  dissemination  of  information.  The  distribution  of products  through
network marketing has grown  significantly in recent years. The World Federation
of Direct Selling Associations  reported that, from 1990 through 1998, worldwide
direct distribution of goods and services to consumers  increased  approximately
71%, resulting in the sale of approximately  $81.3 billion of goods and services
in 1998. The Direct Sellers Association ("DSA") reported total 1998 direct sales
at retail of $23.2  billion in the United  States.  According  to the "Survey of
Attitudes  toward Direct  Selling,"  commissioned  by the DSA, and conducted and
prepared by Wirthlin Worldwide,  among the three product categories experiencing
the greatest gains in the direct selling industry since 1976 are food, nutrition
and wellness products.

     As a developer of novel  nutritional  supplements with a network  marketing
distribution system, the Company believes it is well positioned to capitalize on
the demand  for  nutritional  supplement  products  and growth  trends in direct
sales.

Markets.

     The Company believes that,  significant growth  opportunities  exist in the
United States markets.  The Company's  decision to enter new markets is based on
its  assessment of several  factors,  (a)  anticipated  demand for the Company's
novel products,  and (b) increased  e-commerce  Internet  interactive  associate
support systems for global sales aids with real science.

     The Company's state of the art infrastructure has integrated its
associate  compensation plan in markets where the Company's products are sold in
order to allow associates to receive  commissions through its ability to process
associate  and  preferred  customer  product  orders for next day  commission on
products  sales  by our  website  which  integrates  a  credit  card  processing
structure. The Company's Internet wireless presence allows associates to receive
a commission on product  orders the same day, and  simplifies  order entry.  The
Company  anticipates  that our Internet e- commerce  support for the  associates
will attract new associates.

Products

     Product names used in this report are, in certain cases, trademarks and are
also the proprietary and patent applied for property of the Company, including:

           Trademarks - Tiger Power,  Dolorx,  Bodylite,  Vital 90, Biorenew and
           the phrase "You Never See A Fat Tiger".

          Applied for - Biomatrix (New Product) and Vital Spectrum (New Product)

     The Company's  primary product lines consist of  nutritional,  anti-ageing,
weight  management  and pain relief  products.  In each of the last three fiscal
years, the nutritional product line constituted 80% or more of the Company's net
sales. The Company's principal product lines are briefly described

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below:

Primary Products

TIGER POWER

     Tiger  Power   (Liquid  &  Capsules)   is  a   non-ephedrine   weight  loss
formula-based preparation. Dr. John Hower a member of the Scientific Medical and
Advisory Board, using new "Modular Design" technology, has been able to create a
dietary  supplement,  both safe and  effective,  that  helps  not only  promotes
significant  weight loss but also works to maintain desirable weight levels over
time.  Recent  scientific  advances  establish  that  weight gain or loss is the
result of a complex interplay between emotions,  moods, hormone levels and to an
extent  the foods we eat.  Tiger  Power  contains  forty-one  (41)  ingredients,
combined  into  "Modules",  formulated  into a  proprietary  patented  exclusive
one-of-a-kind  product.  Tiger Power promotes sugar and insulin stabilization so
that fat is used more for energy rather than for storage as unwanted pounds. The
appetite  suppressant  properties  of Tiger Power promote more control over food
choices.  Tiger Power  promotes  neurotransmitter  synthesis and function,  thus
stabilizing  moods and  eliminating  cravings.  By promoting  general  metabolic
wellness and nutrition, Tiger Power provides the building blocks naturally for a
sound nutritional strategy.

BIOMATRIX
The Source of Life

     BioMatrix  is a new  product  introduction.  It is a  complete  super  food
containing Blue Green Algae, Digestive Enzymes, Probiotics and Curcumin. This is
a very futuristic and innovative  product. It represents the company's direction
for product  development  and has caused a lot of interest from  Associates  and
Customers  alike.  Since its  introduction it is moving toward becoming the best
selling  product  available  and has been a major  contributor  to a substantial
increase in sales during the last quarter of the year.

     Further product introductions through 2001 will reflect this sensitivity to
the current trend in whole food development in the market.

Voyager's Product Research and Development

     The  Company's  Medical  Board is committed  to  continuous  novel  product
innovation and improvement through sound scientific research. The mission of the
Company's  research and development  team is to develop  superior  products that
support  life-long   health.   Products  are  developed  and  enhanced  using  a
combination of published research,  in vitro testing,  in-house clinical studies
and sponsored research.  The Company and the Medical Board periodically consults
with  additional  physicians  who advise the  Medical  board and the  Company on
product  development.  The  Scientific  medical  Advisory  Board has limited the
Company cost for research and  development  activities to a very small amount of
money by absorbing costs themselves.  The Voyager Medical Advisory Board intends
to continue to use its resources in the research and development of new products
and  reformulation of existing products of the Company.  The Scientific  Medical
Advisory

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<PAGE>

Board and the Company  maintains a research and  development  program based upon
established  scientific  research  methodologies.  Contract clinical studies are
conducted on selected existing products for which the retrospective analysis has
demonstrated a positive effect and on new products to investigate efficacy.

Product Manufacturing and Quality Assurance

     The company requests information so listed below in the following steps and
additional confidential information is requested from the F.D.A.

     o    Identifying and evaluating suppliers of raw materials,
     o    Acquiring premium-quality raw materials,
     o    Weighing or otherwise measuring the raw materials,
     o    Mixing raw materials into batches,
     o    Forming the mixtures into tablets,
     o    Coating and sorting the tablets, and
     o    Bottling and labeling the finished products.

     All  the  Company's   products  are  currently   produced  by  manufactures
unaffiliated  with the Company.  The Company's profit margins and its ability to
deliver its existing  products on a timely basis are dependent  upon the ability
of the Company's outside manufactures to continue to supply products in a timely
and cost  efficient  manner.  Furthermore,  the  Company's  ability to enter new
markets and sustain  satisfactory levels of sales in each market depends in part
upon the  ability of  suitable  outside  manufactures  to  reformulate  existing
products,  if necessary to comply with local regulations or market environments,
for introduction into such markets.  Finally,  the development of additional new
products in the future will  likewise be  dependent  in part on the  services of
suitable F.D.A certified outside manufacturers.

     The Company currently  acquires products or ingredients from suppliers that
are considered by the Company to be the superior  suppliers of such ingredients.
The Company believes that, in the event it is unable to purchase any products or
ingredients from its current suppliers, the Company could produce such products,
replace such products,  or substitute  ingredients  without great  difficulty or
prohibitive  increases  in the  cost of goods  sold.  However,  there  can be no
assurance  that the loss of such a supplier  would not have a  material  adverse
effect on the Company's business and results of operations.

     The Company  currently  relies on three (3)  unaffiliated  manufacturer  to
produce  approximately  99% of its products,  the Company's  agreement  with the
primary  supplier  of the  Company's  products  is limited  to a  non-disclosure
agreement.   The  Company   believes  that  in  the  event  that  the  Company's
relationship  with the key manufacturer is terminated,  the Company will be able
to find suitable replacement  manufacturers.  However, there can be no assurance
that the loss of the  manufacturer  would not have a material  adverse effect on
the Company's business and results of operations.

Product Testing Year 2001

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<PAGE>

     The Company will contract  independent  companies to conduct sample testing
of raw  materials  and  finished  products for purity,  potency and  composition
conforming to the Company's specifications.

     The Company's  third-party  manufacturers and vendors package the Company's
products according to formulations developed by or in conjunction with Voyager's
product development team.

     Voyager will conduct  product  quality  assurance  testing in  laboratories
located in  California.  The tests will be for biological  contamination  in raw
materials,  finished  goods  and for  chemical  contamination,  accurate  active
ingredient  levels of raw  materials,  finished  products and conduct  stability
tests on  finished  products.  The Company  will ask for assays on vitamins  and
mineral  constituents  under United  States  Pharmacopoeia  and other  validated
methods in its analytical chemistry laboratories.

Product Availability

     Most  of the  raw  ingredients  used in the  manufacture  of the  Company's
products are available from a number of suppliers. The Company has not generally
experienced  difficulty in obtaining  necessary  quantities of raw  ingredients.
When supplies of certain raw materials have tightened, the Company has been able
to find alternative sources of raw materials when needed and believes it will be
able to do so in the future.

Distribution and Marketing

     Voyager  distributes  its products  primarily  through a network  marketing
system. Network marketing is a form of person-to-person direct selling through a
network of vertically  organized  associates who purchase  products at wholesale
prices  from the  manufacturer  and then make  retail  sales to  consumers.  The
emergence  of readily  available  means of mass  communication  such as personal
computers,  facsimiles,  low-cost long distance  telephone  services,  satellite
conferencing  and the Internet  have  contributed  to the rapid growth of direct
selling, including network marketing. Network marketing is gaining in popularity
as a viable  alternative to  traditional  retail and mail order  marketing.  The
concept  of  network   marketing   is  based  on  the   strength   of   personal
recommendations  that  frequently  come from friends,  neighbors,  relatives and
close acquaintances. The Company believes that network marketing is an effective
way to  distribute  its  products  because  it allows  person-to-person  product
education,  which is not as readily available through  traditional  distribution
channels.

     Customers who desire to sell the Company's products may become
associates by being  sponsored  into the program by another  associate,  thereby
becoming part of the sponsoring associate's down line. The Company believes many
of its  associates  are  attracted  to  Voyager  because  of the  quality of its
products and its rewarding  compensation  plan. New associates must enter into a
written  contract,  which  obligates  them to adhere to  Voyager's  policies and
procedures.

     Associates   order   products   directly   from   the   Company's   website
(www.vygp.com), subject to certain limitations and restrictions. For example, an
associate may not purchase more products

                                       12

<PAGE>

during any four-week period than the associate can reasonably expect to sell and
personally  consume during that same period.  Associate  status  continues until
terminated by the Company or voluntarily canceled by the associate. Primarily an
associate's  sponsor  provides initial training of associates about the Company,
its products,  the associate compensation plan, and how to effectively engage in
network  marketing and others in their up line  organization.  In addition,  the
Company  develops and sells a variety of training  materials  and sales aids, as
well as a detailed  policies  and  procedures  manuals  and  description  of the
Company's  associate  compensation  plan.  The  Company  sponsors  and  conducts
regional,  national and international  associate events and intensive leadership
training  seminars.  Attendance at these sessions is voluntary,  and the Company
undertakes  no  generalized  effort  to  provide   individualized   training  to
associates.  Associates  may not sell  competitive  products  to  other  Voyager
associates  or  solicit  Voyager  associates  to  participate  in other  network
marketing  opportunities.  The Company  also  restricts  advertising  and making
representations or claims concerning its products or compensation plan.

The Voyager Compensation Plan

     The compensation plan provides several opportunities for associates to earn
compensation,  provided  they are  willing  to  consistently  work at  building,
training and retaining  their down line  organizations  to maintain sales of the
Company's products to consumers. The Company believes its associate compensation
plan is distinctive for its equitable  associate payouts,  which are designed to
create appropriate incentives for sales of Voyager products. Each associate must
purchase and sell product in order to earn  commissions and bonuses.  Associates
cannot simply  recruit others for the purpose of developing a down line and then
earn income passively. Associates can earn compensation in three ways:

     o    Purchasing  products at special  associate prices from the Company and
          selling them to consumers at higher retail prices,
     o    Generating sales volume points in their down lines, and
     o    Participating  in a leadership  bonus pool paid to associates who meet
          certain performance requirements.

     The Company seeks to seamlessly  integrate its associate  compensation plan
across all markets in which its  products  are sold,  in order to allow  Voyager
associates to receive commissions for global,  rather than merely local, product
sales in the future.  This  seamless  down line  structure is being  designed to
allow an  associate  to build a global  network by  creating  down lines  across
national borders in the future.

Product Return Policy

     The Company's  product  return  policy  allows  retail  customers to return
unused  portion of any product to the  associate and receive a full cash refund.
Any  associate  who provides a refund to a customer is reimbursed by the Company
with product or credit in his or her account upon providing proper documentation
and the  remainder  of the  returned  product.  Return of unused  and  resalable
products  initiated by an associate  will be refunded 100% of the purchase price
to the associate,  less a 10% restocking fee for up to one year from the date of
purchase. Product that was damaged during

                                       13

<PAGE>

shipment to the associate is also 100%  refundable.  Product  returns  valued at
$100 or more,  other than product that was damaged at the time of receipt by the
associate,  may result in  termination  of the  associate  status.  Returns as a
percentage of net sales were less than .5%in 2000.

     Substantially  all of the  Company's  sales  are made  through  independent
Voyager associates. No single associate accounted for 3% or more of net sales in
any of the last three fiscal years.  Associates  submit signed  application  and
agreement  forms to the Company,  which  obligate the  associates  to follow the
Company's  policies and procedures.  Associates are independent  contractors and
are not agents,  employees,  or legal representatives of Voyager.  Employees and
affiliates of the Company cannot be associates, although there is no prohibition
on their family  members from becoming  associates as long as they do not reside
in the same  household.  Associates  may sell products only in markets where the
Company has approved the sale of its products.

Policies and Procedures Manual - Voyager Associate misbehavior.

     The   Company   systematically   reviews   reports  of  alleged   associate
misbehavior.  If Voyager  determines  that an associate  has violated any of the
associate policies or procedures,  it may take a number of disciplinary actions.
For example,  the Company may terminate  the  associate's  rights  completely or
impose sanctions such as warnings,  fines,  probation,  withdraw or deny awards,
suspend   privileges,   withhold   commissions  until  specific  conditions  are
satisfied,  or take other appropriate  injunctions at the Company's  discretion.
During the year 2000 an in-house  compliance officer and a full-time  commission
auditor also will  routinely  review  associate  activities.  Infractions of the
policies and procedures reported to an elected compliance committee by the Board
of Directors will determine  what  disciplinary  action may be warranted in each
case.

Information Technology - Internet Automation

     The Company  believes its ability to efficiently  manage its  distribution,
compensation,  manufacturing,  inventory  control and  communications  functions
through the use of sophisticated and dependable  information  processing systems
is  critical  to  its  success.  The  Company's  former  information  technology
infrastructure  system  has been  totally  replaced  with a new state of the art
technologically  designed system selected to facilitate order entry and customer
billing,  maintain associate  records,  accurately track purchases and associate
incentive payments, manage accounting, finance and manufacturing operations, and
provide customer service and technical support.

Regulatory Matters

Product Regulation.

     Manufacturing,  packaging, labeling, advertising,  promotion, distribution,
and sale of the  Company's  products  are  subject  to  regulation  by  numerous
governmental  agencies  in the  United  States.  In the United  States,  the FDA
regulates the Company's  products  under the Food,  Drug, and Cosmetic Act ("FDC
Act") and regulations  promulgated  hereunder.  The Company's  products are also
subject to regulation by, among others,  the Consumer Product Safety Commission,
the US  Department  of  Agriculture,  and the  Environmental  Protection  Agency
("EPA"). Advertising of the

                                       14

<PAGE>

Company's  products is subject to  regulation  by the Federal  Trade  Commission
("FTC") under the Federal Trade Commission Act ("FTC Act").

     The majority of the Company's products are regulated as dietary supplements
under  the FDC  Act.  Dietary  supplements  are  regulated  as foods  under  the
Nutrition  Labeling and  Education  Act of 1990  ("NLEA").  The LEA  establishes
requirements  for ingredient and  nutritional  labeling and labeling  claims for
foods.  Dietary supplements are also regulated under DSHEA. The Company believes
DSHEA is favorable to the dietary supplement  industry.  The legislation for the
first time defined "dietary supplement".  Under DSHEA, a dietary supplement is a
product  intended to  supplement  the diet that  contains one or more of certain
dietary ingredients,  such as a vitamin, a mineral, an herb or botanical,  amino
acid, a dietary substance for use by humans to supplement the diet by increasing
the total dietary intake, or a concentrate,  metabolite, constituent, extract or
combination of the preceding ingredients.

     Under the current  provisions of the FDC Act, there are four  categories of
claims that pertain to the  regulation of dietary  supplements.  Drug claims are
representations that a product is intended to diagnose,  mitigate,  treat, cure,
or prevent a disease.  Drug claims are  prohibited  from use in the  labeling of
dietary  supplements.  Health claims are claims that  describe the  relationship
between  a  nutrient  or  dietary  ingredient  and a disease  or  health-related
condition and can be made on the labeling of dietary supplements if supported by
significant  scientific  agreement  and  authorized  by the FDA in advance after
notice and comment  rulemaking.  Nutrient  content  claims,  which  describe the
nutritional  value of the  product,  may be made if defined  by the FDA  through
notice  and  comment  rulemaking  and if one  serving of the  product  meets the
definition.  Nutrient content claims may also be made for dietary supplements if
a scientific  body of the US  government  with official  responsibility  for the
public health has made an authoritative statement regarding the claim, the claim
accurately  reflects that statement,  and the manufacturer,  among other things,
provides the FDA with notice of and basis for the claim at least 120 days before
the  introduction  of the  supplement  with a label  containing  the claim  into
interstate  commerce.  Statements of nutritional support or product performance,
which are permitted on labeling of dietary supplements without FDA pre-approval,
are defined to include statements that:

     o    Claim a benefit related to a classical nutrient deficiency disease and
          discloses the prevalence of such disease in the United States,
     o    Describe  the role of a nutrient  or dietary  ingredient  intended  to
          affect the structure or function in humans,
     o    Characterize  the documented  mechanism by which a dietary  ingredient
          acts to maintain such structure or function, or
     o    Describe  general well being from consumption of a nutrient or dietary
          ingredient.

     In order to make a  nutritional  support  claim the  marketer  must possess
substantiation to demonstrate that the claim is not false or misleading.  If the
dietary  ingredient  does  not  provide  traditional  nutritional  value,  or  a
structure/function claim does not derive from an ingredient's nutritional value,
prominent  disclosure  of the lack of FDA review of the relevant  statement  and
notification to the FDA of use of the claim is required. The FDA recently issued
a  proposed  rule on what  constitutes  permitted  structure/function  claims as
distinguished from prohibited disease claims.

                                       15

<PAGE>

Although the Company believes its product claims comply with the law,  depending
on the  content  of the final  regulation,  the  Company  may need to revise its
labeling.

     In addition,  a dietary  supplement that contains a new dietary  ingredient
(defined as an ingredient not on the market before October 15, 1994) must have a
history of use or other  evidence of safety  establishing  that it is reasonably
expected  to be safe.  The  manufacturer  must  notify  the FDA at least 75 days
before marketing products  containing new dietary ingredients and provide to the
FDA the information  upon which the  manufacturer  based its conclusion that the
product has a reasonable expectation of safety.

     The FDA issued final dietary supplement  labeling  regulations in 1997 that
require a new format for product labels and will  necessitate  revising  dietary
supplement  product  labels by March 23,  1999.  All  companies  in the  dietary
supplement  industry  are  required  to comply with these new  regulations.  The
Company updated its product labels in 1997 in response to these new regulations.
The FDA also announced that it is considering the adoption of new GMP's specific
to dietary  supplements.  Such GMP's, if promulgated,  may be significantly more
rigorous  than  currently   applicable  GMP's  and  contain  quality   assurance
requirements similar to the FDA's GMP's for drug products.  The Company believes
it  currently  manufactures  its dietary  supplement  products  according to the
standards  of the drug  GMP's.  However,  the  Company may be required to expend
additional  capital and  resources  on  manufacturing  controls in the future in
order to comply with the law.

     Future  products  marketed  by the  Company  may  include  over-the-counter
("OTC") drugs, and medical devices. The Company may have future products subject
to premarket approval by the FDA. Future products maybe subject to regulation by
the FDA under the FDC Act's  adulteration  and  misbranding  provisions.  Future
products may also be subject to specific labeling regulations, including warning
statements if the safety of a cosmetic is not adequately substantiated or if the
product may be hazardous,  as well as ingredient  statements and other packaging
requirements  under the Fair Packaging and Labeling Act.  Future Products of the
Company  may meet the  definition  of a drug  (e.g.,  are  intended  to treat or
prevent  disease or affect the  structure or function of the body),  such as the
Company's anti-aging products,  may be regulated as drugs. OTC drug products may
be marketed if they conform to the  requirements  of any OTC  monograph  that is
applicable to a drug. Drug products not conforming to monograph requirements for
OTC drug  products  require an  approved  New Drug  Application  ("NDA")  before
marketing.  An NDA  requires,  among  other  things,  one or more  adequate  and
well-controlled   clinical   trials   demonstrating   the   drug's   safety  and
effectiveness  before  approval.  The Company in the future if the agency  finds
that a product or  ingredient  of one of the  Company's OTC drug products is not
generally  recognized  as safe and  effective  or does not include it in a final
monograph applicable to one of the Company's OTC drug products, the Company will
have to reformulate or cease marketing the product until it is the subject of an
approved  NDA or until  such time,  if ever,  that the  monograph  is amended to
include the Company's product..

     The Company's  future products will be designed and marketed not to require
premarket  approval or clearance by the FDA. The Medical  Device  Amendments  of
1976 to the FDC Act  established  three  regulatory  classes for medical devices
depending on the degree of control  necessary to provide a reasonable  assurance
of safety and effectiveness. Generally, Class I devices present the

                                       16

<PAGE>

least risk to health and Class III devices  present the greatest  risk to health
and the most  complex  or novel  technologies.  Some  Class I and most  Class II
devices  currently  require  pre-market  notification  and  clearance by the FDA
before  marketing under section 510(k) of the FDC Act. Devices for which the FDA
has  not  promulgated  a  classification   regulation  also  require   premarket
notification and clearance.  Class III devices require premarket approval before
commercial  distribution,  because the FDA either has  promulgated  a regulation
requiring a premarket  application  for a  pre-amendments  type of device,  or a
post-amendments  device  was not  found  substantially  equivalent  to a legally
marketed device.

     The Company's  advertising  of its products is subject to regulation by the
FTC under the FTC Act.  Section 5 of the FTC Act  prohibits  unfair  methods  of
competition and unfair or deceptive acts or practices in or affecting  commerce.
Section 12 of the FTC Act provides that the  dissemination  or the causing to be
disseminated  of any false  advertisement  pertaining  to drugs or foods,  which
would include  dietary  supplements,  is an unfair or deceptive act or practice.
Under the FTC's  Substantiation  Doctrine,  an  advertiser is required to have a
"reasonable  basis" for all objective product claims before the claims are made.
Failure to adequately  substantiate claims may be considered either deceptive or
unfair practices.  Pursuant to this FTC requirement,  the Company is required to
have adequate  substantiation  for all material  advertising claims made for its
products.

     In  recent  years  the FTC has  initiated  numerous  investigations  of and
actions  against  dietary  supplement,  weight loss,  and cosmetic  products and
companies.  The FTC has  recently  issued a guidance  document  to assist  these
companies in understanding  and complying with the  substantiation  requirement.
The Company is  organizing  the  documentation  to support its  advertising  and
promotional practices in compliance with the guideline.

     The FTC may  enforce  compliance  with the law in a variety  of ways,  both
administratively  and judicially.  Means available to the FTC include compulsory
process, cease and desist orders, and injunctions. FTC enforcement can result in
orders  requiring,  among  other  things,  limits  on  advertising,   corrective
advertising,  consumer redress,  divestiture of assets, rescission of contracts,
and such other relief as deemed necessary. Violation of such orders could result
in substantial  financial or other  penalties.  Any such action by the FTC could
materially  adversely  affect the Company's  ability to successfully  market its
products.

     The  Company  cannot  predict the nature of any future  laws,  regulations,
interpretations,  or applications,  nor can it determine what effect  additional
governmental  regulations or  administrative  orders,  when and if  promulgated,
would  have  on its  business  in  the  future.  They  could  include,  however,
requirements  for the  reformulation  of certain products to meet new standards,
the recall or  discontinuation  of certain products that cannot be reformulated,
additional record keeping,  expanded  documentation of the properties of certain
products,   expanded  or   different   labeling,   and   additional   scientific
substantiation.  Any or all such  requirements  could  have a  material  adverse
effect on the Company's business, financial condition and results of operations.

           Regulations-Network Marketing.

     Other laws and  regulations  affecting  the  Company  have been  enacted to
prevent the use of

                                       17

<PAGE>

deceptive or  fraudulent  practices  that have  sometimes  been  inappropriately
associated  with  legitimate  direct selling and network  marketing  activities.
These include anti-pyramiding, securities, lottery, referral selling, anti-fraud
and business opportunity statutes,  regulations and court cases. Illegal schemes
typically  referred to as "pyramid,"  "chain  distribution,"  or "endless chain"
schemes, compensate participants primarily for the introduction or enrollment of
additional  participants into the scheme.  Often, such schemes are characterized
by large  up-front  entry or sign-up fees,  over- priced  products of low value,
little or no emphasis on the sale or use of products,  high-pressure  recruiting
tactics and claims of huge and quick financial rewards with little or no effort.
Generally these laws are directed at ensuring that product sales  ultimately are
made to consumers and that advancement within such sales  organizations is based
on  sales  of  the  enterprise's  products,  rather  than  investments  in  such
organizations or other non-retail sales related criteria. Where required by law,
the Company obtains  regulatory  approval of its network marketing  system,  or,
where such approval is not required or available, the favorable opinion of local
counsel as to regulatory compliance.

     o    In the United States,  the FTC and state attorneys  generally regulate
          the network marketing system of the Company.

     The Company has never  received a request to supply  information  regarding
its network- marketing plan to certain regulatory agencies. Although the Company
has from time to time  modified  its  network  marketing  system to comply  with
interpretations  of  various  regulatory  authorities,   it  believes  that  its
network-marketing  program  presently is in compliance with laws and regulations
relating to direct selling activities. Nevertheless, the Company remains subject
to the risk that, in one or more of its present or future markets, its marketing
system or the conduct of certain of its  associates  could be found not to be in
compliance with applicable laws and  regulations.  Failure by the Company or its
associates  to comply  with  these  laws and  regulations  could have an adverse
material effect on the Company in a particular market or in general.  Any or all
of such factors  could  adversely  affect the way the Company does  business and
could affect the Company's ability to attract potential  associates or enter new
markets.  In the  United  States,  the FTC has been  active  in its  enforcement
efforts   against  both  pyramid  schemes  and  legitimate   network   marketing
organizations  with certain legally  problematic  components,  having instituted
several  enforcement  actions  resulting  in signed  settlement  agreements  and
payment of large  fines.  Although the Company has not been the target of an FTC
investigation,  there can be no assurance that the FTC will not  investigate the
Company in the future.

     The  Company  cannot  predict  the  nature of any future  law,  regulation,
interpretation  or  application,  nor  can it  predict  what  effect  additional
governmental  legislation or regulations,  judicial decisions, or administrative
orders, when and if promulgated, would have on its business in the future. It is
possible that such future  developments  may require  revisions to the Company's
network marketing program. Any or all of such requirements could have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.

Competition

     The  business of  developing  and  distributing  nutritional,  anti-ageing,
weight management, and

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<PAGE>

pain relief products such as those offered by the Company is highly competitive.
Numerous  manufacturers,  associates and retailers compete for consumers and, in
the case of other  network  marketing  companies,  for  associates.  The Company
competes  directly with other entities that  manufacture,  market and distribute
products in each of its product  lines.  Many of the Company's  competitors  are
substantially  larger than the Company and have greater financial  resources and
broader name  recognition.  The  Company's  markets are highly  sensitive to the
introduction  of new products that may rapidly  capture a  significant  share of
such markets.

     The nutritional  supplement  market in which the Company's leading products
compete is characterized by:

     o    Large selections of essentially similar products that are difficult to
          differentiate,
     o    Retail consumer emphasis on value pricing,
     o    Constantly   changing   formulations  based  on  evolving   scientific
          research,
     o    Low entry barriers  resulting  from low brand  loyalty,  rapid change,
          widely available manufacturing,  low regulatory requirements and ready
          access to large distribution channels, and
     o    A lack of uniform  standards  regarding  product  ingredient  sources,
          potency, purity, absorption rate and form.

     Similar  factors  are  also   characteristic  of  products  comprising  the
Company's  other product lines.  There can be no assurance that the Company will
be able to effectively  compete in this intensely  competitive  environment.  In
addition,  nutritional,  anti-ageing, weight management and pain relief products
can be purchased in a wide variety of channels of distribution, including retail
stores.  The Company's product offerings in each product category are relatively
few compared to the wide variety of products  offered by many of its competitors
and are often  premium  priced.  As a result,  the  Company's  ability to remain
competitive depends in part upon the successful introduction of new products and
enhancements of existing products.

     The Company is also subject to significant  competition  from other network
marketing  organizations  for the  time,  attention  and  commitment  of new and
current  associates.  The Company's ability to remain  competitive  depends,  in
significant   part,  on  the  Company's  success  in  recruiting  and  retaining
associates.   The  Company  believes  that  it  offers  a  rewarding   associate
compensation plan and attractive associate benefits and services.

Intellectual Property

     Trademarks

     The  Company  uses  registered  trademarks  in its  business,  particularly
relating to its corporate and product  names.  The Company owns five  trademarks
registered with the United States Patent and Trademark  Office.  The Company has
also  filed  applications  to  register  eight  additional  trademarks.  Federal
registration of a trademark  enables the registered owner of the mark to bar the
unauthorized  use of the registered mark in connection with a similar product in
the same  channels  of trade by any third party  anywhere in the United  States,
regardless of whether the registered owner

                                       19

<PAGE>

has ever used the trademark in the area where the unauthorized  use occurs.  The
Company  also has  filed  applications  and owns  trademark  registrations,  and
intends  to  register  additional  trademarks,  in foreign  countries  where the
Company's products are or may be sold. Protection afforded registered trademarks
in some jurisdictions may not be as extensive as the protection available in the
United  States.  The Company  under  common law claims  certain  product  names,
unregistered trademarks and service marks.

     Common law trademark rights do not provide the Company with the same
level of protection afforded by registration of a trademark. In addition, common
law trademark  rights are limited to the geographic  area in which the trademark
is actually used. The Company  believes its  trademarks,  registered and claimed
under  common  law,  constitute  valuable  assets  of  the  Company,  adding  to
recognition  of the  Company  and the  marketing  of its  products.  The Company
therefore  believes  such  proprietary  rights have been and will continue to be
important in enabling the Company to compete in its industry.

     Trade Secrets

     The Company has certain trade secrets that it intends to protect,  in part,
through confidentiality  agreements with employees and other parties. Certain of
the Company's employees involved in research and development activities have not
entered into such agreements.  Even where such agreements exist, there can be no
assurance  that these  agreements  will not be breached,  that the Company would
have adequate  remedies for any breach or that the Company's  trade secrets will
not otherwise become known to or independently developed by competitors.

     Patents (Not Meaningful Protection)

     To the extent we may have patents, we found the scope of such patents
are  not   sufficiently   broad  to  provide   meaningful   protection   against
infringement.  Labeling  regulations  require the  Company to  disclose  product
ingredients  and  formulations,  which  makes  enforcement  of  patents  in  the
nutritional  supplements  industry difficult.  The Company does not believe that
the lack of patents in any way will  adversely  affect the Company's  ability to
compete in the  nutritional  supplement,  anti-  ageing,  pain  relief or weight
management industries.

     The Company intends to protect its legal rights concerning its intellectual
property  (except  perhaps patent rights) by all appropriate  legal action.  The
Company may become  involved  from time to time in  litigation  to determine the
enforceability,  scope and validity of any of the foregoing  proprietary rights.
Any such litigation  could result in substantial  cost to the Company and divert
the efforts of its management and technical personnel.

Product Backlog

     The Company  typically  ships products within 24 hours after the receipt of
the order. As of July 31, 2000, there was no backlog.

Product Inventory Practices

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<PAGE>

     The Company maintains significant amounts of inventory in stock in order to
provide a high level of service to its independent associates.

Environment

     The  Company  presently  is not  aware  of any  instance  in  which  it has
contravened  federal,  state or local  provisions  enacted  for or  relating  to
protection of the environment or in which it otherwise may be subject under such
laws to liability for environmental  conditions that materially could affect the
Company's operations.

Employees

     As of July 31, 2000, the Company had approximately  seven (7) employees (as
measured by full time  equivalency) The Company  believes its relationship  with
its employees is good.

Item 2. Description of Property

     The Company's headquarters are located in Carlsbad, California. The Company
at this time has no properties. The company occupies certain sales offices under
a noncancellable lease. This lease is for office space and expires September 30,
2001. It is expected  that in the normal course of business,  leases that expire
will be renewed or replaced  by leases on other  properties.  The current  lease
requires rental payments of $43,188.00 per year.

Item 3. Legal Proceedings.

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

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

     No matters were submitted to a vote of shareholders.



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<PAGE>

                                     PART II


Item 5. Market for Common Equity and Related Shareholder Matters.

MARKET FOR VOYAGER GROUP INC- COMMON STOCK-RISK FACTORS

     Shares of our  common  stock  distributed  in the  spin-off  will be freely
transferable,  except for shares received by persons who may be deemed to be our
"affiliates"  under the  Securities  Act of 1933,  as amended  (the  "Securities
Act").  Persons  who may be  deemed  to be our  affiliates  after  the  spin-off
generally  include  individuals or entities that control,  are controlled by, or
are  under  common  control  with,  us and may  include  some  of our  officers,
directors  or principal  stockholders.  Persons or entities who or which are our
affiliates will be permitted to sell shares of our common stock only pursuant to
an effective  registration  statement  under the Securities Act or any exemption
from the registration requirements of the Securities Act that may be available.

     There are RISKS relating to securities  markets that you should consider in
connection  with your  ownership  of our common  stock THE MARKET  PRICE FOR OUR
COMMON STOCK COULD BE ADVERSELY  AFFECTED BY SALES OF COMMON STOCK IN THE PUBLIC
MARKET

 OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY FOLLOWING THE SPIN-OFF

     The market  price of our  common  stock  could be  subject  to  significant
fluctuations in response to our operating results, changes in earnings estimated
by  securities  brokers  or our  ability  to  meet  those  estimates,  publicity
regarding the direst sales industry in general and other factors. Some or all of
these  factors  may be beyond our  control.  In  addition,  the stock  market in
general  has  experienced  extreme  volatility  that has  often  been  seemingly
unrelated to the operating  performance  of particular  companies,  particularly
those that are technology related. These broad market fluctuations may adversely
affect the trading  price of our common  stock.  In the past,  securities  class
action litigation has often been instituted against companies  following periods
of volatility in the market price of their  securities.  Such  litigation  could
result in  substantial  costs and a  diversion  of  management's  attention  and
resources.

In addition,  the stock market has  historically  experienced  extreme price and
volume  fluctuations which have particularly  affected the market prices of many
nutritional supplement companies and network marketing companies and which often
have been unrelated to the operating  performance of such  companies.  Moreover,
the  Company's  common  stock  may be even  more  prone to  volatility  than the
securities of other businesses in similar  industries in light of the relatively
small  number  of shares of common  stock  not held by  affiliates.  Given  such
relatively  small "public  float," there can be no assurance that the prevailing
market prices of common stock will not be  artificially  inflated or deflated by
trading even on relatively small amounts of common stock.

     Currently  there is no regular public market for our common stock.  Voyager
Group Inc. will

                                       22

<PAGE>

make  application  for  approval  and for listing the common stock on the NASDAQ
Bulletin  Board Market under the symbol  "VYGP,"  subject to official  notice of
NASDAQ BB. The following high and low sale prices for the Company's common stock
as reported on the Nasdaq Bulletin Board for the period indicated:


                     1999                      High                 Low

First Quarter      (10/31/98)                   -                   -
Second Quarter     (01/31/99)                   -                   -
Third Quarter      (04/30/99)                   -                   -
Fourth Quarter     (07/31/99)                   -                   -

                      2000

First Quarter      (10/31/99)                   -                   -
Second Quarter     (01/31/00)                   -                   -
Third Quarter      (04/30/00)                   -                   -
Fourth Quarter     (07/31/00)                   -                   -

     To the best of  management's  knowledge,  there has been no  trading of the
company's stock during the past two fiscal years.

Shareholders

     As of October 29, 2000 there were  approximately 200 stockholders of record
of the Company's common stock and an estimated 40 beneficial  owners,  including
shares of common stock held in street name.

Dividends

     The Company has never  declared or paid cash dividends on its common stock.
The Company  currently intends to retain future earnings to fund the development
and growth of its business and does not anticipate  paying any cash dividends in
the foreseeable future. Future cash dividends, if any, will be determined by the
Board  of  Directors  and  will be based  on the  Company's  earnings,  capital,
financial condition and other factors deemed relevant by the Board of Directors.
The Company's  credit facility  contains  restrictions on the Company's  ability
declare  cash  dividends  on its  capital  stock or redeem or retire  such stock
without the lender's written consent.

Item 6. 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

                                       23

<PAGE>

     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.

Research and development

     The Company did not have any research and development  costs during 2000 as
compared to $50,000 in 1999.  Expenses when incurred include costs in developing
new products,  supporting  and  enhancing  existing  products and  reformulating
products for  introduction  in domestic  markets.  The Company would if incurred
capitalize  product  development costs after market  feasibility is established.
These  costs  are  amortized  as cost of sales  over an  average  of 12  months,
beginning with the month the products become available for sale.

Results of Operations

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

                                       24

<PAGE>


                                                           2000            1999
                                                            ---             ---

Sales, Net .....................................            100%            100%
Cost of Sales ..................................             31%             39%
                                                            ---             ---
Gross Margin ...................................             69%             61%
Operating Expenses .............................            187%            156%
                                                            ---             ---
Operating Loss .................................            118%             95%

Net Sales.

     Net  sales  for the year  ended  July  31,  2000  were  less  than  1999 by
approximately  $617,000 or 48%.  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 $298,000 or 59% compared to
1999. As a percentage  of sales,  cost of sales  decreased  from 39% to 31%. The
decrease in cost of sales as a percentage  of net sales is  attributable  to the
reprising  of  products  as  part  of  managements  overall   restructuring  and
implementation of its independent  associates  compensation  plan,  reprising of
products, and total reorganization of executive management team.

Operating Expenses

     Operating  expenses  during 2000  decreased  approximately  $748,000 or 37%
compared to 1999 from  $2,002,547 to $1,254,863.  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 year ended July
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.

     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

                                       25

<PAGE>

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 $373,000 as compared to net cash used of $18,000 for 1999.

     Cash flows used in investing activities is primarily due to the acquisition
of $102,000 of computer  equipment and office  furniture for 2000 compared to $0
for 1999.

     Financing  activities  provided  $459,000 for 2000  compared to $34,000 for
1999.  The increase in cash flow from  financing  activities  was primarily from
shareholder  loans from an officers 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.

     If  the  Company's   products  fail  consumer  demand,  the  Company  would
experience downward pressure on its net sales.

                                       26

<PAGE>

Item 7. Financial Statements and Supplementary Data

     The Financial  Statements and Supplementary Data of the Company required by
this Item is set forth immediately  following the signature page to this report.
See Item 13 for a list of the  financial  statements  and  financial  statements
schedules included.

Item  8.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

     There are not and have not been any  disagreements  between the Company and
its accountants on any matter of accounting  principles,  practices or financial
statements disclosure.


                                       27

<PAGE>

                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

     The executive officers of Voyager as of September 16, 2000 are as follows:
<TABLE>
<CAPTION>

Name                 Age        Position                                  Term of Office
----                 ---        --------                                  --------------

<S>                  <C>        <C>                                       <C>
Marvin Higbee        43         President, Chief Executive Officer        September 16, 2000 to present
                                and Chairman of the Board
Peter Powderham      44         Executive President of Business           September 16, 2000 to present
                                Development and Secretary
Richard Higbee       31         Executive President of Sales and          September 16, 2000 to present
                                Marketing and Treasurer
Meitzu Chen          38         Executive President of                    October 4, 2000 to present
                                Product Development and Director
John Hower,          56         Director - Chairman of Scientific         August 8, 1999 to
M.D. PhD                        Advisory Board                            November 19, 2000
</TABLE>

The  term of  office  of  each  director  and  executive  officer  ends  at,  or
immediately after, the next annual meeting of shareholders of the Company.

Marvin Higbee

     Became  President,  Chief  Executive  Officer and  Chairman of the Board of
Directors Of Voyager in September  16, 2000. He was a former  executive  officer
with Forever Living Products with worldwide  sales in excess of one Billion.  He
joined  Natures  Sunshine  Products in 1995 as the Chief  Executive in Venezuela
wherein he increased products sales by 176%. In 1996, Mr. Higbee became the head
of European  Operations  headquartered  in  England.  In 1998,  he became  Chief
Executive  Officer of Life Force  International  where he grew annual sales from
$3,000,000  to  $30,000,000.  Mr.  Higbee holds a MSS in Economics  from Brigham
Young University, and a BA in History from Utah State.

Peter Powderham,

     A Director  since  September  16, 2000  serving as  Executive  President of
Business  Development  From  January  1998 to August 2000 Mr.  Powderham  was an
advisor to Excel  International,  New Vision  International  and  several  other
companies concerning their European Integration.  Further Mr. Powderham held the
position of Managing Director for the UK and Ireland

                                       28

<PAGE>

with the  Europe  group of Nu Skin  International  Inc from April 1995 to August
1997. Mr. Powderham has held similar  positions as COO or Managing Director with
many other  privately held industry  companies and he holds a Diploma in Company
Direction with the Institute of Directors, London.

Richard Higbee

     Richard  Higbee became  Executive Vice President of Sales and Marketing for
Voyager Group Inc. on 16 September  2000. He was Vice  President of Training and
Development for Life Force International, where he helped annual sales grow from
$3 million to $30 million.  Mr Higbee  worked as the Regional  Sales Trainer for
Nature's  Sunshine Products where sales increased by $20MM in his region. He was
also Regional Sales Manager for, Vinca Corporation.  Mr Higbee holds a bachelors
degree in Psychology from Brigham Young University, Utah.

Meitzu Chen

     Accepted  the office of  Director  October 4 2000 and  serves as  Executive
President of Product  Development.  From June 1992 to July 1994 Ms Chen held the
position  of Quality  Control  Manager  for  Pepsi/Frito-Lay.  She has also been
quality  auditor for Kraft General  Foods and quality  control  supervisor  with
Dominick's Finer Foods. Ms. Chen has an MBA and a BS Degree in Food Science.

Dr. John Hower

     Dr. Hower, is a vascular surgeon,  and has been employed as such since 1994
to present.

Item 10. Executive Compensation.

     None of the executive officers of the company earn in excess of $100,000.

     During the year ended July 31,  2000 the Company  reimbursed  approximately
$2,850  in  lodging  expenses  of the  Company's  CEO  during  the  period  from
September, 1, 1999 through November 30, 1999.  Additionally,  the Company agreed
to pay lodging expenses on behalf of the Company's CEO of  approximately  $1,500
per month beginning  December 1, 1999 through  November 30, 2000. These payments
and  reimbursements  were in lieu of a salary  and  have  been  reported  in the
accompanying financial statements as General & Administrative Expenses.

Employment Contracts and Other Arrangements

     As of  September  16,  2000 the  Company  has no  employment  agreement  or
arrangements.

Compensation Report on Executive Compensation

     This Compensation Report discusses the Company's  compensation policies and
the basis for the  compensation  paid to its executive  officers  (including the
Named Executive Officers), during the year ended July 31, 2000.

                                       29

<PAGE>

Compensation Policy

     The  Company's  policy  with  respect to  executive  compensation  has been
designed to:

Adequately  and  fairly  compensate  executive  officers  in  relation  to there
Responsibilities,  capabilities and contributions to the Company and in a manner
that is commensurate  with  compensation paid by companies of comparable size or
within the Company's industry;

Reward  executive  officers for the achievement of key operating  objectives and
for the enhancement of the long-term value of the Company; and

Align the  interests  of the  executive  officers  with  those of the  Company's
shareholders.

     The components of compensation  paid to executive  officers consist of: (a)
base salary, and (b) certain other benefits.

     Year  2001,  Voyager  will  approve a cash bonus  program as an  additional
component of executive compensation.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Voting Securities and Principal Holders Thereof

     The  following  table sets forth,  as of  September  16, 2000 the number of
shares of the Company's  31,856,413  shares of voting  securities  owned by each
person known to the Company to be the beneficial owner of more than five percent
of the  Company's  outstanding  voting  securities.  Except as  indicated in the
footnotes below, each of the persons listed exercises sole voting and investment
power over the shares of the Company's voting  securities listed for such person
in the table.
<TABLE>
<CAPTION>

Class             Name/Address                   Number of Shares        Percent of Class
-----             ------------                   ----------------        ----------------

<S>               <C>                            <C>                     <C>
Common Stock
                  Dr. Morris Mann                       1,825,000               6%
                  (WestRim Holdings)
                  California

                  Marlen Johnson **                    11,000,000*             35%
                  Box 8029
                  La Jolla, Ca 92038

                  John Southerland, **                 11,000,000*             35%
                  6354 Corte Del Abeto, Suite F
                  Carlsbad, California 92009
</TABLE>

                                       30

<PAGE>

     The  following  table sets forth,  as of  September  16, 2000 the number of
shares of the  Company's  31,856,413  voting  securities  owned by the executive
officers and directors of the Company  individually,  and as a group.  Except as
indicated in the footnotes  below,  each of the persons  listed  exercises  sole
voting and investment power over the shares of the Company's  voting  securities
listed for such person in the table.

Class                   Name/Address     Number of Shares       Percent of Class
-----                   ------------     ----------------       ----------------

Common Stock

Officers and Directors as a group             NONE                      0%

Percentages rounded to nearest one percent.

* Convertible Preferred Stock

     Consists of 100 (50 each) shares of Series J  Convertible  Preferred  Stock
convertible into Common Stock on the basis of 1 to 220,000.

** Controling Stockholders:

     As of September  16,  2000,  Mr. John  Southerland,  former  President  and
C.E.O.,  and Mr.  Marlen  Johnson,  shareholder,  collectively  own  100% of the
outstanding  shares of the Convertible  Preferred  Stock Series J,  representing
approximately  70% of the  combined  voting power of the  outstanding  shares of
common stock.  Accordingly,  as of such date, the Convertible Preferred Series J
stockholders,  acting  fully or  partially  in concert  are able to control  the
election of the Board of  Directors  of the Company and thus the  direction  and
future  operations of the Company  without  supporting  vote of any other of the
company's common  shareholders,  including decisions regarding  acquisitions and
other business  opportunities,  the declaration of dividends and the issuance of
different class of securities.

Item 12. Certain Relationships and Related Transactions.

     There are no  agreements or  understandings  between the Company and any of
the Board of Directors families members pursuant to which anything more than the
ordinary compensation otherwise payable under the associate compensation plan is
paid to these  associates  or pursuant to which any other  treatment  is offered
them.  The Board of  Directors  does not receive any  position of the  associate
incentives  paid  to  these  family  members  or  their  affiliates  and  has no
beneficial ownership interest in any of their business'.

     During the year ended July 31, 2000, two  controlling  shareholders  of the
Company loaned  $398,550 to the Company in the form of promissory  notes bearing
interest at 7.5% and payable upon  demand.  Interest on these notes accrue until
paid. The notes provide for a perpetual payment of 2% of the total Monthly Gross
Sales in any month the Company's sales reach or exceed $200,000. In the event of
default,  the notes  shall  bear  interest  at an  alternative  rate equal to an
additional 2%. As

                                       31

<PAGE>

of July 31, 2000,  $416,983.37  including  interest was due on these  promissory
notes.

     During the year ended July 31,  2000 the Company  reimbursed  approximately
$2,850  in  lodging  expenses  of the  Company's  CEO  during  the  period  from
September, 1, 1999 through November 30, 1999.  Additionally,  the Company agreed
to pay lodging expenses on behalf of the Company's CEO of  approximately  $1,500
per month beginning  December 1, 1999 through  November 30, 2000. These payments
and  reimbursements  were in lieu of a salary  and  have  been  reported  in the
accompanying financial statements as General & Administrative Expenses.

Item 13.             Exhibits and Reports on Form 8-K.

     (a) The following documents are filed as part of this report.

1.  Financial Statements                                                    PAGE
                                                                            ----

Independent Auditor's Report                                                 F-1

Balance Sheet,
  July 31, 2000 and 1999                                                     F-2

Statements of Income,
  For the Years Ended July 31, 2000 and 1999                                 F-4

Statements of Cash Flows,
  For the Years Ended July 31, 2000 and 1999                                 F-5

Statements of Changes in Stockholders' Equity,
  For the Years Ended July 31, 2000 and 1999                                 F-7

Notes to Financial Statements                                                F-8

2.  Financial Statement Schedules

     All Schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.


                                       32

<PAGE>

3.  Exhibits

     The following exhibits are included as part of this report:

Exhibit
Number   Exhibit

3.1 Certificate of Incorporation The Voyager Group, Inc.
3.2 Corporate By-Laws of The Voyager Group Inc.
3.3 Amended and Restated Certificate of Incorporation of The Voyager Group, Inc.
27.1 Financial Data Schedule

     (b) No reports on Form 8-K were filed.


                                       33

<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.


                             The Voyager Group, Inc.
                                   Registrant


DATE:   December 13, 2000     By:      /S/ Marvin Higbee
                                       ---------------------
                                       Marvin Higbee, President, C.E.O. and
                                       Chairman of the Board



     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the date indicated.

DATE:   December 13, 2000      By:     /S/ Marvin Higbee
                                       ---------------------
                                       Marvin Higbee, President, C.E.O., and
                                       Chairman of the Board

DATE:   December 13, 2000      By:     /S/ Peter Powderham
                                       -----------------------
                                       Peter Powderham, Executive President,
                                       Business Development, Secretary and
                                       Director

DATE:   December 13, 2000      By:     /S/ Richard Higbee
                                       ---------------------
                                       Richard Higbee, Executive President of
                                       Sales & Marketing, Treasurer, and
                                       Director

DATE:   December 13, 2000      By:     /S/ Meitzu Chen
                                       -------------------
                                       Meitzu Chen, Executive President of
                                       Product Development, and
                                       Director


                                       34

<PAGE>
                             THE VOYAGER GROUP, INC.

                                      - : -

                          INDEPENDENT AUDITORS' REPORT

                             JULY 31, 2000 AND 1999


<PAGE>


                          Independent Auditor's Report


To the Stockholders
of The Voyager Group, Inc.


     We have audited the balance sheet of The Voyager Group, Inc. as of July 31,
2000 and 1999, and the related consolidated statements of income,  stockholders'
equity, and cash flows for the years then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects the financial position of The Voyager Group, Inc. as of
July 31, 2000 and 1999 and the results of its  operations and its cash flows for
the  years  then  ended  in  conformity  with  generally   accepted   accounting
principles.

                                                 Respectfully submitted



                                                 /s/ ROBISON, HILL & CO.
                                                 Certified Public Accountants
Salt Lake City, Utah
September 16, 2000

                                     F - 1

<PAGE>

                             THE VOYAGER GROUP, INC.
                                 BALANCE SHEETS





                                                             July 31,
                                                    ---------------------------
                                                      2000              1999
                                                    ---------         ---------
ASSETS

Current Assets:
  Cash .....................................        $    --           $  16,539
  Inventory ................................          146,304           113,504
  Prepaid Expenses .........................            4,960             1,575
  Accounts Receivable ......................            7,295             6,536
                                                    ---------         ---------

     Total Current Assets ..................          158,559           138,154
                                                    ---------         ---------

Fixed Assets, at Cost:
  Furniture and Equipment ..................          136,527           140,135
  Leasehold Improvements ...................            6,741             6,741
    Less - Accumulated
      Depreciation .........................          (44,063)          (89,716)
                                                    ---------         ---------

                                                       99,205            57,160
                                                    ---------         ---------

Other Assets:
  Intangible Assets, Net ...................             --              25,000
  Deposits .................................            6,752             5,327
                                                    ---------         ---------

     Total Other Assets ....................            6,752            30,327
                                                    ---------         ---------

     Total Assets ..........................        $ 264,516         $ 225,641
                                                    =========         =========


                                     F - 2

<PAGE>

                             THE VOYAGER GROUP, INC.
                                 BALANCE SHEETS
                                   (Continued)


                                                             July 31,
                                                    ---------------------------
                                                       2000            1999
                                                    -----------     -----------
LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:
  Accounts Payable .............................    $    42,107     $    80,630
  Accrued Liabilities ..........................         20,609          32,301
  Accrued Commissions ..........................         12,837          30,934
  Shareholder Advances .........................          8,726            --
  Parent Company Advances ......................           --         2,222,536
  Bank Indebtedness ............................         99,233         109,806
  Lease Obligations - Current Portion ..........         26,974            --
  Shareholder Loans ............................        416,983           3,087
                                                    -----------     -----------

     Total Current Liabilities .................        627,469       2,479,294
                                                    -----------     -----------

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

     Total Liabilities .........................        663,029       2,479,294
                                                    -----------     -----------

Stockholders' Equity
  Preferred Stock, $.001 par value;
    Series J; 100 shares authorized,
      100 and 0 shares issued and
      outstanding ..............................           --              --
  Common Stock; $.001 par value;
    100,000,000 shares authorized;
    9,856,413 and 1000 shares
    issued and outstanding July 31, 2000
    and 1999, respectively .....................          9,856               1
  Additional Paid-in Capital ...................      2,716,644           5,321
  Retained Earnings (Deficit) ..................     (3,125,013)     (2,258,975)
                                                    -----------     -----------

     Total Stockholders' Equity ................       (398,513)     (2,253,653)
                                                    -----------     -----------

     Total Liabilities, and
       Stockholders' Equity ....................    $   264,516     $   225,641
                                                    ===========     ===========

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

                                     F - 3

<PAGE>

                             THE VOYAGER GROUP, INC.
                              STATEMENTS OF INCOME


                                                       For the Year Ended
                                                            July 31,
                                                   ----------------------------
                                                      2000             1999
                                                   -----------      -----------
Sales, net of allowances
of $2,534 and $13,594 ........................     $   670,234      $ 1,287,419
Cost of Sales ................................         209,180          507,496
                                                   -----------      -----------
     Gross Margin ............................         461,054          779,923

Selling & Marketing ..........................         575,074          620,274
Research & Development .......................            --             50,000
General & Administrative .....................         679,789        1,332,273
                                                   -----------      -----------

Net Income (Loss) from
    Operations ...............................        (793,809)      (1,222,624)

Other Income (Expense)
  Interest ...................................         (35,120)         (15,459)
  Write Down of Assets .......................         (36,309)            --
                                                   -----------      -----------

Income (Loss) Before Income Taxes ............        (865,238)      (1,238,083)
                                                   -----------      -----------

Income Tax Benefit (Expense) .................            (800)        (173,099)
                                                   -----------      -----------

Net Income (Loss) ............................     $  (866,038)     $(1,411,182)
                                                   ===========      ===========

Earnings (Loss) Per Common Share:

  Basic & Diluted ............................     $     (0.26)     $ (1,411.18)
                                                   ===========      ===========

Weighted Average Shares Outstanding:

  Basic & Diluted ............................       3,295,472            1,000
                                                   ===========      ===========





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

                                     F - 4

<PAGE>

                             THE VOYAGER GROUP, INC.
                            STATEMENTS OF CASH FLOWS


                                                  For the Year Ended
                                                       July 31,
                                                -----------------------
                                                   2000        1999
                                                ---------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss) ..........................  $(866,038)  $(1,411,182)
  Adjustments to Reconcile Net Loss
  to Net Cash Used in Operating Activities:
    Depreciation and Amortization ............     61,069        27,273
    Non Cash Expenses ........................    498,643     1,138,256
    Loss on Disposal of Assets ...............     36,309          --
    Changes in Assets and Liabilities-
        Increase in Accounts Receivable ......       (758)       22,336
        Increase in Prepaid Expenses .........     (3,385)         (775)
        Increase in Inventory ................    (32,800)       59,626
        Increase in Other Assets .............     (1,425)      172,301
        Increase in Accounts Payable .........    (38,523)       48,848
        Increase in Accrued Liabilities ......     (8,110)      (57,083)
        Increase in Accrued Commissions ......    (18,096)      (17,517)
                                                ---------   -----------
     Net Cash Provided by Operating Activities   (373,114)      (17,917)
                                                ---------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase Furniture and Equipment ...........   (102,662)         --
                                                ---------   -----------
     Net Cash Provided by Investing Activities   (102,662)         --
                                                ---------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from Capital Lease Obligations .....     82,412          --
 Payments of Capital Lease Obligations .......    (19,878)
 Proceeds from Bank Indebtedness .............       --
 Repayments of Bank Indebtedness .............    (10,573)
 Shareholder Advances ........................      8,726          --
 Proceeds from Shareholder Loans .............    398,550        34,456
                                                ---------   -----------
     Net Cash Provided by Financing Activities    459,237        34,456
                                                ---------   -----------

Net Increase in Cash and Cash  Equivalents ...    (16,539)       16,539
Cash and Cash Equivalents at Beginning of Year     16,539          --
                                                ---------   -----------

 Cash and Cash Equivalents at  End of Year ...  $    --     $    16,539
                                                =========   ===========



                                     F - 5
<PAGE>

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



                                                            For the Year Ended
                                                                 July 31,
                                                           ---------------------
                                                            2000          1999
                                                           -------       -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
  Cash Paid During the Year For:
    Interest .......................................       $19,775       $15,459
    Income Taxes ...................................       $   800       $   800






















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

                                     F - 6

<PAGE>

                             THE VOYAGER GROUP, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                              Preferred Stock                         Additional
                                Series J            Common Stock       Paid-in     Retained
                             Shares    Amount     Shares    Amount     Capital     Earnings
                             ------  ---------  ---------  --------   ----------  -----------

<S>                          <C>     <C>        <C>        <C>        <C>         <C>
Balance July 31, 1998 .......   --   $    --         1,000 $      1   $    5,321  $  (847,793)

Net Loss ....................   --        --          --        --           --     (1,411,182)
                             ------  ---------  ---------- ---------  ----------  ------------

Balance July 31, 1999 .......                        1,000         1       5,321    (2,258,975)

Shares issued in spin off ...   100       --     9,855,413     9,855   2,763,600         --

Net Loss ....................   --        --          --        --          --       (892,455)
                             ------  ---------  ---------- ---------  ----------  -----------

Balance July 31, 2000 .......   100  $    --     9,856,413 $   9,856  $2,768,921  $(3,151,430)
                             ======  =========  ========== =========  ==========  ===========

</TABLE>











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

                                     F - 7

<PAGE>

                             THE VOYAGER GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2000, AND 1999


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary  of  accounting  policies  for The  Voyager  Group,  Inc.  is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

     The Company was first  incorporated  in the State of Delaware on January 5,
1995. On July 17, 1996 the Company  entered into an agreement of  reorganization
with  Voyager  Group  USA-Brazil,  Ltd.  (a  Nevada  Corporation)  (the  "Parent
Company")whereby  the Company  became a wholly  owned  subsidiary  of the Parent
Company.

     On March 31, 2000, the Parent Company did spin off the Company, pursuant to
which the Company is no longer a wholly owned  subsidiary of the Parent Company.
In  accordance  with the spin off,  holders of the Parent  Company  Common Stock
received  one share of the  Company's  Common Stock for each share of the Parent
Company Common Stock owned immediately prior to the spin off, and holders of the
Parent  Company Series J Convertible  Preferred  Stock received one share of the
Company's  Series J  Convertible  Preferred  Stock for each  share of the Parent
Company Series J Convertible Preferred Stock owned immediately prior to the spin
off.

Nature of Business

     The Company's independent  distributors  distribute dietary supplements and
personal care products through a multi-level marketing network. The products are
formulated  to  appeal  to  the  general  public  and  address   overall  health
considerations.

Inventories

     Inventories  consist of dietary  and  personal  care  products  and related
materials and are stated at the lower of cost  (first-in,  first-out  method) or
market, or net realizable value.

Revenue Recognition

     The Company recognizes revenue from product sales at the time of shipment.

Income Taxes

     The Company accounts for income taxes under the provisions of SFAS No. 109,
"Accounting  for Income  Taxes." SFAS No. 109 requires  recognition  of deferred
income  tax  assets  and   liabilities   for  the  expected  future  income  tax
consequences,  based on enacted tax laws, of temporary  differences  between the
financial reporting and tax bases of assets and liabilities.


                                     F - 8
<PAGE>

                             THE VOYAGER GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2000, AND 1999
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Depreciation

     Depreciation  is provided at rates based on estimated  useful service lives
(five to seven  years for office  furniture  and  fixtures),  using  accelerated
methods.

     Maintenance  and  repairs  are  charged  to  operations;   betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Amortization

     Intangible assets are amortized over useful life.

Cash Equivalents

     For the purpose of reporting cash flows,  the Company  considers all highly
liquid debt  instruments  purchased  with maturity of three months or less to be
cash  equivalents  to the  extent  the funds are not being  held for  investment
purposes.

Earnings (Loss) Per Share

     The effect of outstanding common stock equivalents,  including  Convertible
Preferred Stock Series J are anti-dilutive for the years ended July 31, 2000 and
1999 and are thus not considered.

     The  reconciliations  of the  numerators  and  denominators  of  the  basic
and dilutedearnings per share computations are as follows:


                                                       2000            1999
                                                    -----------     -----------
NUMERATOR
Net Loss .......................................    $  (892,455)    $(1,411,182)

Net Loss To Common Stockholders ................    $  (892,455)    $(1,411,182)
                                                    ===========     ===========

DENOMINATOR
Weighted Average Number of Common Shares .......      3,295,472           1,000
                                                    ===========     ===========

                                     F - 9

<PAGE>

                             THE VOYAGER GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2000, AND 1999
                                   (Continued)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentration of Credit Risk

     The Company performs ongoing credit evaluations of its customers' financial
condition  and  generally  does not require  collateral.  The Company  maintains
reserves for  estimated  credit  losses.  Its accounts  receivable  balances are
primarily domestic. No customer accounts for more than 10% of sales.

     The Company has no significant  off-balance-sheet  concentrations of credit
risk such as foreign  exchange  contracts,  options  contracts or other  foreign
hedging arrangements.

Pervasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Reclassifications

     Certain  reclassifications  have been made in the 1999 financial statements
to conform with the 2000 presentation.

NOTE 2 - PREFERRED STOCK

     The Company created convertible Preferred Stock Series J-1999,  authorizing
the issuance of 100 shares of convertible preferred stock to be sold, with a par
value of $.001. The preferred stock are convertible at a ratio of 220,000 shares
of common stock per preferred share converted.  In the event of any voluntary or
involuntary liquidation, the holders of Series J preferred stock are entitled to
an  amount  equal  to the net  book  value of the  corporation  plus all  unpaid
dividends,  before any  distributions  to holders of Common Stock,  or any other
series of  preferred  stock of the  corporation  by reason of any  voluntary  or
involuntary  liquidation,  dissolution or winding up of the  corporation  unless
each holder of series J shall have  received  all amounts to which such series J
holders are entitled.  The preferred stock is entitled to vote 220,000 votes per
preferred share.


                                     F - 10

<PAGE>

                             THE VOYAGER GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2000, AND 1999
                                   (Continued)

NOTE 2 - PREFERRED STOCK (Continued)

     Convertible  Preferred  Stock Series J also includes a royalty  certificate
for each "Major Investor"  (meaning  investors owning over 10 shares of Series J
preferred  stock or common stock  issued upon  conversion  thereof.  The royalty
certificates  represent a perpetual royalty payment of four percent on or before
the 15th of each month  following  the  starting  month when gross  sales of the
Company exceeds $120,000 per month.

NOTE 3 - RELATED PARTY TRANSACTIONS

     During the year ended July 31,  2000,  two  officers of the Company  loaned
$398,550 to the Company in the form of promissory notes bearing interest at 7.5%
and payable  upon demand.  Interest on these notes accrue until paid.  The notes
provide for a perpetual  payment of 2% of the total  Monthly  Gross Sales in any
month the Company's sales reach or exceed $200,000. In the event of default, the
notes shall bear interest at an  alternative  rate equal to an additional 2%. As
of July 31, 2000,  $416,983.37  including  interest was due on these  promissory
notes.

     During the year ended July 31,  2000 the Company  reimbursed  approximately
$2,850  in  lodging  expenses  of the  Company's  CEO  during  the  period  from
September, 1, 1999 through November 30, 1999.  Additionally,  the Company agreed
to pay lodging expenses on behalf of the Company's CEO of  approximately  $1,500
per month beginning  December 1, 1999 through  November 30, 2000. These payments
and  reimbursements  were in lieu of a salary  and  have  been  reported  in the
accompanying financial statements as General & Administrative Expenses.

NOTE 4 - RENT EXPENSE

     The Company occupies  certain sales offices under a  noncancellable  lease.
The lease is for one year expiring  September 30, 2001,  after which the Company
has an option to renew at a 4%  increase.  The current  lease  requires  minimum
rental payments of $3,599 per month ($43,188 per year).

NOTE 5 - INCOME TAXES

     As of July 31, 2000,  the Company had a net  operating  loss ("NOL")  carry
forward for income tax reporting purposes of approximately  $3,000,000 available
to offset future taxable income.  This net operating loss carry-forward  expires
at  various  dates  between  July  31,  2011 and  2019.  An NOL  generated  in a
particular  year will expire for federal tax purposes if not utilized  within 15
years (for years  beginning  before August 6, 1997, and 20 years after August 6,
1997.  Additionally,  the Internal Revenue Code contains  provisions which could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership changes have taken place or will take place. In accordance with


                                     F - 11

<PAGE>

                             THE VOYAGER GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             JULY 31, 2000, AND 1999
                                   (Continued)

NOTE 5 - INCOME TAXES (Continued)

SFAS No. 109, a valuation  allowance is provided when it is more likely than not
that all or some portion of the deferred tax asset will not be realized.  Due to
the  uncertainty  with  respect to the  ultimate  realization  of the NOLs,  the
Company established a valuation allowance for the entire net deferred income tax
asset of $572,000 as of July 31, 1999, which includes $3,000 from the difference
between  financial  accounting  and  tax  depreciation  and  $569,000  from  net
operating loss carry forward.  Also  consistent with SFAS No. 109, an allocation
of the  income  (provision)  benefit  has been made to the loss from  continuing
operations for the year ended July 31, 1999.

The components of the income tax (benefit) provision are as follows:


                                                               July 31,
                                                      --------------------------
                                                         2000           1999
                                                      ---------      ----------
Current
 Federal ...............................              $    --        $     --
 State .................................                    800             800
Deferred
 Federal ...............................                   --           108,423
 State .................................                   --            63,876
                                                      ---------      ----------
     Total .............................              $     800      $  173,099
                                                      =========      ==========

NOTE 6 - BANK INDEBTEDNESS

     The Company has three lines of credit from banks with a total  amount owing
of $99,233 and $109,806 as of July 31, 2000 and 1999  respectively.  These lines
carry  interest  rates from 12.25% to 14.80%.  The total  available  credit from
these sources is $110,000.


                                     F - 12