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, 1997

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

For the transition period from          To             

Commission file number    0-21961
                   

                Voyager Group USA-Brazil, Ltd.       
       (Name of Small Business Issuer in its charter)

          Nevada                        76-0487709    
  (State or other jurisdiction of     (I.R.S. Employer     
   Incorporation or organization)    Identification No.)      

 6354 Corte Del Aberto, 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)

Convertible Preferred Series AA 1996, $0.001 Par Value
(Title of class)

     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:    32  
                                             Exhibit Index Page:    30  

     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. [ ]

State issuer's revenues for its most recent fiscal year. $ 3,967,363

     As of December 31, 1997, there were 3,550,000 (1 vote per share) common 
and 431 (10,000 votes per share) preferred shares for a total 7,860,000 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 $2,683,800 computed at the 
average bid and asked price as of December 31, 1997.

(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:     January 13, 1998   
3,550,000             

                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   


TABLE OF CONTENTS


Item Number and Caption                                             Page

PART I

Item  1.     Description of Business...............................      4 
                                                            
Item  2.          Description of Property..........................     21
                                                            
Item 3.     Legal Proceedings......................................     21

Item 4.     Submission of Matters to a Vote of Security Holders....     22

PART II

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

Item 6.     Management's Discussion and Analysis or Plan of Operations  24

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.....     27

Item 10.     Executive Compensation................................     28

Item 11.     Security Ownership of Certain Beneficial Owners and 
             Management............................................     28

Item 12.     Certain Relationships and Related Transactions........     29

Item 13.     Exhibits and Reports on form 8-K......................     30





PART I


Item 1.  Description of Business.

(a)  Business Development.

     The Company was first incorporated in the State of Nevada on June 12, 
1990 as EEE-Hunter Associates, Inc.  On July 27, 1995 the Company changed its 
domicile to the State of Texas with a plan of reorganization and revival, to 
merge into a Texas Corporation, EEE-Energy Consultants, Inc.  Neither company 
had any operating activity.  On July 2, 1996 the Company changed domicile to 
Nevada.

   
     On July 17, 1996 the Company entered into an agreement and plan of 
reorganization to acquire Voyager Group, Inc. (a Delaware Corporation).  In a 
tax-free corporate reorganization the Company issued 360 shares of restricted 
convertible preferred stock series AA 1996, par value $0.001, (convertible 
into 3,600,000 restricted common shares)  in exchange for 100% of the issued 
and outstanding capital stock of Voyager Group, Inc.  As a result of the 
acquisition, Voyager Group, Inc., became a wholly owned subsidiary of the 
Company.  At the same time, the Company sold 56 restricted Convertible 
Preferred Shares Series AA (convertible to 560,000 restricted common shares 
par value $0.001) to a Mr. Joe Brazil (not affiliated tot he Company or 
related to any officer, or director) and Mr. Michael Johnson, for $150,010 
($2,678.75 for each preferred share) under Reg. D- Rule 506 of the Securities 
and Exchange Act of 1933.  Mr. Galus Villard in accordance with the merger 
agreement returned 15,000,000 restricted common shares to the Company  on July 
31, 1996.  Mr. James Ronald Parker received in July 1996, 15 restricted 
convertible preferred shares series AA 1996 (convertible to 150,000 restricted 
common shares) and will be issued 300,000 shares of restricted common stock as 
a finders fee in connection with said merger and as payment for promotional 
activities.
    

     The above stated transaction has been accounted for as a reverse 
purchase.  Income and expense have been presented since the inception of the 
Delaware Company.

     The consolidated financial statements include the accounts of the Issuer, 
and its wholly-owned subsidiary, The Voyager Group, Inc.  All significant 
intercompany accounts and transactions have been eliminated.

     Also on July, 17, 1996 the Company changed the name of the Company to 
Voyager Group-U.S.A.-Brazil, Ltd. 

(b)  Business of Issuer.
     
     The Company's independent distributors distribute dietary supplements and 
personal care products through a multi-level marketing network.  The Company 
has grown in the level of distributor sponsorship from one thousand 
distributors in 1995 to 25,000 distributors.  The Company has little or no 
control over the level of sponsorship of new distributors and cannot predict 
the timing or degree of fluctuations. 

     The independent distributors introduce the products and business 
opportunity to others through word of mouth or various forms of advertising, 
who in turn, introduce it to even more prospective customer/distributors.  
This  networking has resulted in the number of distributors increasing each 
month.  There can be no assurance that the number and productivity of the 
Company's distributors will be sustained at current levels or increased in the 
future.

     There is no cost or investment to become an independent distributor.  The 
Company's distributors are not required to inventory products because the 
Company ships directly to the distributor's customers.  The results each new 
distributor can achieve is based upon their own individual efforts, desire and 
determination.  Each independent distributor receives income on product sales 
to their customers, as well as product sales to additional independent 
distributors, who then become part of their sales organization.   The 
independent distributors receive monthly residual income from commissions on 
subsequent product orders placed by those in their sales organization. The 
Company has limited control over who becomes a distributor.

(1) Distribution System

     The foundation of the Company's sales philosophy and distribution system 
is network marketing.  Products are sold exclusively to or through independent 
distributors 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 
distributor, 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 distributor and consumer testimonials 
is enhanced; and (iv) as compared to other distribution methods, distributors 
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 
distributors 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 distributor efforts.  For this 
reason the Company will in the next 36 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 distributors to develop a seamless network of down line 
distributors. Second, the Company order and fulfillment systems eliminate the 
need for distributors to carry significant levels of inventory.  Third, the 
compensation plan is financially rewarding and can result in commissions to 
distributors aggregating up to 60% of a product's  price. Commissions have 
averaged 51% of revenue from commission able sales over the past 2 years.

     The Company's revenue is directly dependent upon the efforts of 
distributors.  Growth in sales volume requires an increase in the productivity 
of distributors and /or growth in the total number of distributors.  Because 
the distributors have contracted directly with the Company, the Company has no 
control over who becomes a distributor and little or no control over the 
levels of sponsorship new distributors will be sustained at current levels or 
increased in the near term.  Loss of a distributor, together with a group of 
distributors or such distributor's down line network, or the loss of a 
significant number of distributors for any reason, could adversely affect the 
Company's results of operations.

(2)  Sponsoring

     The Company relies solely on distributors to sponsor new distributors. 
While the Company provides an optional starter kit, product samples, 
brochures, magazines and other sales material, distributors are primarily 
responsible for educating new distributors in their down line with respect to 
products, the compensation plan, and how to build a successful 
distributorship.  The sponsoring of new distributors creates multiple levels 
in the network marketing structure.  Persons whom a distributor sponsors are 
referred to as "down line" or "sponsored" distributors.  If down line 
distributors also sponsor, they create additional levels in the structure , 
but their down line distributors remain part of the same down line network as 
their original sponsoring distributor.

     Sponsoring activities are not required of distributors, however, because 
of the financial incentives provided to those who succeed in building a 
distributor network, the Company believes that most of its distributors 
attempt, with varying degree of effort and success to sponsor additional 
distributors. Generally, distributors invite friends family members and 
acquaintances to sales meetings where company products are presented and where 
the compensation plan is explained.  People are often attracted into becoming 
distributors after having used company products and become regular customers.  
Once a person becomes a distributor, he or she is able to purchase products 
directly from the Company at preferred prices or resale to consumers or for 
personal consumption.  The distributor is also entitled to sponsor other 
distributors in order to build a network of distributors and product users. 

(3)   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 distributor base has total reach and that 
the knowledge and experience resident in current distributors can be used to 
build distributor 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. Distributor incentives, based 
upon knowledge of network marketing distributor compensation plans, the 
Company believes that the compensation plan is among the most financially 
rewarding plans offered to distributors by network marketing companies.  There 
are two fundamental ways in which distributors can earn money: (I) through 
retail markups; and (ii) through a series of commissions on product sales 
within the distributor'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 a distributor's 
retail business expands and as he or she successfully sponsors other 
distributors into the business who in turn expand their own business, he or 
she may qualify to receive a higher  percentage of commissions.

(4) Distributor Support

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

     Through training meetings, annual conventions, distributor focus groups, 
regular telephone conference calls and personal contacts with distributors, 
the Company seeks to understand and satisfy the needs of each distributor.  
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 distributors.  The Company currently utilizes, 
teleconferencing and fax services. Internet access including company and 
product information, ordering abilities and group and person sales volume 
inquiries is anticipated to be provided to distributors in the future. 

(5) Rules Affecting Distributors

     Company distributor agreement, policies and procedures and compensation 
plan outline the scope of permissible distributor marketing activities.  The 
Company's distributor rules and guidelines are designed to provide 
distributors with maximum flexibility and opportunity within the bounds of 
governmental regulations regarding network marketing.  Distributors are 
independent contractors and are thus prohibited from representing themselves 
as agents or employees of the Company.  Distributors are obligated to present 
the company products and business opportunity ethically and professionally.  
Distributors agree that the presentation of the Company's business opportunity 
must be consistent with, and limited to the product claims and representations 
made in literature distributed by the Company.  No medical claims may be made 
regarding the products, nor may distributors prescribe any particular product 
as suitable for any specific ailment.

     Distributors must represent that the receipt of commission is based on 
substantial efforts. Exhibiting commission checks or statements about 
commission checks is prohibited. Sales aids such as videotapes, promotional 
clothing, pens, stationary and other miscellaneous items must be produced by 
or pre-approved by the Company.
     
     Distributors 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 either the company name may be placed 
in accordance with certain guidelines in certain markets.  Distributors 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.  Distributors who own or are employed by a service related 
business such as a doctor's office, hair salon, or health club, may make 
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.

     General, distributors can receive commission bonuses if, on a monthly 
basis (I) the distributor achieves a qualifying personal volume, (ii) the 
distributor sells and/or consumes at least 70% of personal sales volume, and 
(iii)  the distributor is not in default of any material policies or 
procedures.

     The Company reviews alleged reports of distributor misbehavior.  If the 
Company determines that a distributor has violated any of the distributor 
policies or procedures, it may either terminate the distributor's rights 
completely or impose sanctions such as warnings, probation, suspension of 
privileges of a distributorship, fines or penalties, withholding commissions 
until specified conditions are satisfied, or other appropriate injunctive 
relief. Distributors terminations based on violation of the companies policies 
and procedures have aggregated  less than 0.50% of the Company's distributor 
force since inception. Distributors may voluntarily terminate their 
distributorship at any time.

(6) Payment

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

(7) Certain Business Consideration and Risk Factors

     There are certain significant risks facing the Company, many of which are 
substantial in nature.  Stockholders and prospective stockholders in the 
company should consider carefully the following risks and information in 
conjunction with the other information contained herein.  The statements in 
this section are historical facts or are forward-looking statements.  Reliance 
on forward-looking statements involve certain risks and uncertainties.  Actual 
results and outcomes may differ materially from those discussed in this 
section.  Factors that might cause such differences include, but are not 
limited to, the risks and factors discussed below.

     Reliance upon independent distributors of the Company, the Company 
distributes its products exclusively through independent distributors who have 
become distributors of the Company.  Consequently, distributors can  
voluntarily terminate being a distributor at any time with the Company.  The 
Company's revenue is directly dependent upon the efforts of these independent 
distributors, and any growth in future sales volume will require an increase 
in the productivity of these distributors and /or growth in the total number 
of distributors.  As is typical in the direct selling industry, there is 
turnover in distributors from year to year, which requires the sponsoring and 
training of new distributors by existing distributors to maintain or increase 
distributor force and motivate new and existing distributors.  The size of the 
distribution force can also be particularly impacted by general economic 
business and a number of intangible factors such as public perception of the 
Company's products  and product ingredients.  The Company has limited control 
over who becomes a distributor.  In addition, because distributors are independe
nt contractors the Company is not in a position to provide the same level of 
direction, motivation and oversight as it would with respect to its own 
employees.

     Potential negative impact of a distributor action can negatively impact 
the Company and its products.  For example, the publicity resulting from 
distributor activities such as inappropriate earnings claims and product 
representations by distributors can make the sponsoring and retaining of 
distributors more difficult, thereby negatively impacting sales.  Furthermore, 
the Company's business and results of operations could be adversely affected 
if the Company terminates a significant number of distributors or certain 
distributors who play a key role in the Company's distributor system.  There 
can be no assurance that these or other distributor actions will not have a 
material adverse effect on the Company or results of operations. 

(8) Control by Stockholders: Convertible Preferred Stock Series AA 1996.  

     The capitalization of the Company was structured in such a manner as to 
minimize the possibility of a change in control of the Company without consent 
of the Preferred stockholders. Consequently, the shares of convertible 
preferred series AA 1996 enjoy ten thousand  to one voting privileges over the 
common stock until the outstanding of preferred stock constitute less than 10% 
of the total outstanding shares of common stock.  As of April 7, 1997, the 
preferred stockholders.  i.e. management and certain affiliates and 
non-affiliates shareholders collectively own 100%  of the outstanding shares 
of the preferred stock, representing approximately 56%  of the combined voting 
power of the outstanding shares of common stock.  Accordingly, as of such 
date, the preferred stockholders and certain affiliates and non-affiliates 
shareholders, 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 
companies common shareholders, including decisions regarding acquisitions and 
other business opportunities, the declaration of dividends and the issuance of 
addition shares of preferred and other securities.

(9) Reliance and Concentration of Outside Manufactures

     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 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 or 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 one unaffiliated manufacturer to produce 
approximately 80% 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.

(11) Principle products.

     Many of Voyager's products are produced from what it considers to be 
non-artificial herbs, botanicals, and nutrients, and are formulated by Voyager 
with the goal of producing specific sets of effects.  Voyager is of the 
opinion that the formulas for its products are proprietary and cannot be 
duplicated without the master recipes which are secured in safekeeping.  
Voyager attempts to protect its products and formulas with, among other 
things, "nondisclosure/noncompete" agreements with its manufacturers and 
employees, and with copyright protection.

     Current products including:

A.  VITAL 90.
     Vital 90 is a proprietary formula of dietary vitamins in a base of aloe 
vera, distilled water, vegetable glycerine, natural flavors, and grapefruit 
seed extract as a natural preservative.
            
          Product Composition
          One serving (1/2 Ounce provides)
          U.S. R.D.A. (Has not been established for this nutrient)
          Vitamin A 10,000 IU, Vitamin D 400 IU, Vitamin E 60 IU, Vitamin K 30 
mcg, Vitamin C 300 mg, Vitamin B-1 3.0 mg, Vitamin B-2 3.4 mg, vitamin B-3 40 
mg, Vitamin B-6 4mg, Vitamin B-12 30 mcg, Folio Acid 400 mcg, Biotin 100 mcg, 
Panlothenic Acid 20 mg, Choline 50 mg, Myoinisitol 50 mg.

     Ionic Trace Mineral Complex:
     Aluminum, Antimoney, Barium, Beryllium, Sixmuth, Boron, Bromine, Cadmium, 
Cerium, Cesium, Chromium, Cobalt, Copper, Dysprosium, Erbium, Europium, 
Fluorine, Gadolinium, Gallium, Germanium, Gold, Hafnium, Holmium, Indium, 
Iodine, Iridium, Iron, Lanthanum, Lithium, Lutetium, Manganese, Molybdenum, 
Neodymium, Nickel, Niobium, Osmium, Palladium, Platinum, Praeseodymium, 
Rheniumi, Rhodium, Ruthenium, Sarmarium, Scandium, Selenium, silicon, Silver, 
Strontium, Tantalum, Tellurium, Terbium, Thallium, Thorium, Thulium, Tin, 
Titanium, Tungsten, Vanadium, Ytterbium, Yttrium, Zinc, Zirconium.

B.  VITAL MINERALS.
     Vital Minerals is a proprietary formula of dietary minerals in a base of 
aloe vera, distilled water, vegetable glycerine, citric acid, gum, carageenan, 
potassium sorbate, grapefruit seed extract as a natural preservative, and 
natural flavor (pina coloda taste).

          Product Composition
Calcium 500mg, Magnesium 250mg, Potassium 99mg, Zinc 15mg, Boron 1mg, Selenium 
70mcg.

          Ionic Trace mineral Complex:
          Aluminum, Antimony, Barium, Beryllium, Bismuth, Boron, Bromine, 
Cadmium, Cerium, Cesium, Chromium, Cobalt, Copper, Dysprosium, Erbium, 
Europium, Fluorine, Gadolinium, Gallium, Germanium, Gold, Hafnium, Holmioum, 
Indium, Iodine, Iridium, Iron, Lanthanum, Lithium, Lutetium, Manganese, 
Molybdenum, Neodymium, Nickel, Niobium, Osmium, Palladium, Platinum, 
Praeseodymium, Rhenium, Rhodium, Rubidium, Ruthenium, Samarium, Scandium, 
Selenium, Silicon, Silver, Strontium, Tantalum, Tellurium, Terbium, Thallium, 
Thorium, Thulium, Tin, Titanium, Tungsten, Vanadium, Ytterbium, Zinc, 
Zirconium.

C.  CHITO CAPS (Chitosan).
     CHITO CAPS is a proprietary formula of dietary fiber in a base of 
ascorbic acid (vitamin C) and citric acid.
          Product Composition
               Capsule: 395mg net weight:
          Contains: Chitosan, Chromulin, Inulin, Manganese, Chromium as 
Arginate/Chelidamate 

D.  Real D.H.E.A.  
     Real D.H.E.A. is a proprietary blend of dehydroepiandrosterone. 
          Product Composition
          Dehydroepiandrosterone (DHEA) 1000mg
          Each 12 inch strip provides approximately 3mg. Og
               active ingredients:
          Pregnenolone 500mg Oleic Acid, Linseed Oil (a natural source of 
essential  acids including GLA), Methyl Nicotinate, SD alcohol derived from 
naturally grown sources.
          Natural Fragrance

E.  COLLOIDAL CAT'S CLAW
     Colloidal Cat's Claw is a proprietary formula of Uncaria Tomentosa in a 
base of distilled water, natural vegetable glycerine, grapefruit seed extract, 
natural flavors, and potassium sorbate as a preservative.
          Product Composition
               500mg. Uncaria Tomentosa

F.   LIQUID-PYC (Proanthocyanidins)
     Liquid-PYC is a proprietary formula of an antioxidant product in a base 
of distilled water, natural vegetable glycerine, grapefruit seed extract, 
natural flavors, and potassium sorbate as a preservative.        

          Product Composition:
          Proanthocyanidins(Pine Bark and Grape Seed) 50mg Green Tea, 
Curcuminiod, Ginkgo Biloba, Orange Peel, Peppermint, Ligusticum, and 
Astragalus.

G.P.Y.C. PLUS
     Is proprietary product of the issuer.
          Product Composition:
Each Two Capsules Contain Curuminoid 200 mg, Aloe Vera 100mg, Proanthocyanidin 
(Grape Seed & Pine Bark) 50mg, Astragalus 50mg, Suma 50mg, Deodorized Garlic 
50mg, Maitake 50mg, Dioscorea 25mg, Vitamin C (Ascorbic Acid) 60mg=100%RDA, 
Vitamin A (Beta Carotene)5,000 I.U. =100 R.D.A., Vitamin E (D-Alpha 
Tocopherol) 30 I.U.=100% R.D.A
In a base of: Sage Leaf, Ginger Root, Red Clover, Burdock Root, Parsley Leaf, 
Peppermint Leaf, and Chamonile.

H.SLENDER YOU.  (Liquid)
     Slender You is a proprietary blend of green tea, kola nut, yerba matte, 
uva ursi, siberian ginseng, L-carnitine, white willow bark, ginger, bladder 
wrack, Fo-Ti, hawthorn berry, saw palmetto, ginkgo biloba, L-methione, 
choline, and inositol in  a Base of distilled water, aloe vera, natural 
vegetable glycerine, colloidal minerals, grapefruit seed extract, natural 
flavors, and potassium sorbate as a preservative.

          Product Composition:
Half Ounce Serving Provides: Chromulin, (Inulin, Manganese, and Chromium as 
Arginate/Chelidamate) 1000mg, CitriMax(Hydroxycitric Acid-HCA) 300mg.

I.COLLOIDAL SILVER
Colloidal Silver is a proprietary formula anti-microbial.
          Product Composition:
     3-5 ppm Silver(Electro-Sonic colloidal process= 300 billion particles per 
milliliter) Measured in nanometers, not microns.

J.HERBAL SENSATIONS SHAMPOO
Herbal Sensations Shampoo is a proprietary formula hair care product which in 
our opinion helps cleans hair with out animal by products, laureth, and 
sulfates.
     Product Composition:
Infusion of: Cransbill, Nettle, Comfrey, Horsetail, Burdock, Chapparel, 
Rosemary, Sage, Quassia, Walnut, Buckthorn, Yarrow, Hops, Lindenflower, 
Arnica, Marshmallow, Kelp, Sodium C 12-14 Olefin Sulphonate, Coconut, 
Vegetable Protein, Betaine, Sodium Chloride,  Citric Acid, Cinnamate, Trace 
Minerals, Methyl Choiro Isothiazolinone (Biocide Freshness Enhancer), 
Panthenol, Natural Fragrance.

K.HERBAL  CONDITIONER
     Herbal Conditioner is a proprietary formula hair care product.
     Product Composition:
     Purified Water, PEG 40, Safflower Oil, Olive Oil, Vegetable Protein, 
Panthenol, Methyl Paraben, Propyl Paraben, Extract of : Cransbill, Nettle, 
Comfrey, Horsetail, Burdock, Chapparel, Rosemary, Chamomile, Quassia, Walnut, 
Buckthorn, Yarrow, Hops, Lindenflower, Arnica, Marshmallow, and Kelp, Trace 
Minerals, Cinnamate,  Natural Fragance.    


L.SUPER SOY.
      A issuer formula proprietor.
          Product Composition:
               500 mg. Soy from soy sprouts

M.VITAL ESSENCE 
     Is a Proprietary product of the issuer.
          Product Composition:
          Natural Progesterone 500mg, Each 12' strip provides approximately 
2mg of active ingredients.  Rose Essence, Oleic Acid, Linseed Oil, (a natural 
source of fatty acids including GLA), SD alcohol derived from naturally grown 
sources, Natural Fragrance. 

N.OPTIMAL ENZYMES:
     Is a proprietary product of the issuer:
          Product Composition:
Each capsule is 46mg net weight  Contains blend: Magnesium, Glycinate, Papain, 
Bromelain, Amylase, Protease, Invertase, Lipase, Maltase, Cellulase, Lactase, 
Pectinase, Fructooigosaccharides, (FOS), Yellow Dock Root, Beet Root, Fennel 
Seed, Ginger Root, Burdock Root and Cayenne.

O.VITAL BIOTIC.
     Is a proprietary product of the issuer.

          Product Composition:
          Each capsule is 495mg net weight Contains  Blend: Lactobacillus 
Acidophilus, DDSI Acidophilus Bifidus, L-Salivarius, L-Brevis,       
L-Plantarum, L-Bulgaricus, L-Lactis, L-Casie, and Fructooligosaccharides (FOS) 
in an base of SBO's-(Soil born micro organisms.)

P.ULTRA PHASE 5TM
     Is a proprietary product of the issuer for use as a dietary supplement
          Product Composition:
Ingredients: a proprietary blend of Green Tea Extract, Choline Bitartrate, 
Inulin, L-Pyroglutamate, Niacin, DMAE Bitartrate, L-Phenylalanine, Potassium 
Aspartate, N-Acetyl-L-Carnitine, Ginko Biloba, Magnesium Glycinate.  PATENT 
PENDING

Q.DOLO RXTM
     Is a proprietary product of the issuer for use as a topical cream for 
muscle and joint pain relief.
          Product Composition:
Deionized Water, Denatured Alcohol, TMEA Trioleate, Phenoxyethanol, Isopropyl 
Palmitate, Carbomer, Allantoin, Panthenol, C11-15 Pareth-9, Menthol, Methyl 
Salicylate, Amino Methyl Propanol, Methyparaben, Propylparaben, Diazolidinyl 
Urea.  PATENT PENDING

     As a company selling branded consumer products nationwide, Voyager 
believes that establishing trade and service marks and copyrights for brand 
names and associated advertising and labeling materials is important in 
maintaining company and product identification and integrity.  Accordingly, 
Voyager is engaged on a continuing basis in developing brand names and such 
associated materials for its new products, securing trade and service mark 
protection for such brand names and copyright protection for such associated 
materials, policing its existing marks, and enforcing its legal rights in 
cases of potential infringement by third parties of its legally protected 
marks and copyrights.

(12) Competitive business conditions and the names of principal suppliers.

     Competition in the nutritional supplement industry is vigorous, 
characterized by a relatively large number of companies (estimated at 
approximately 200), most of which have relatively small sales.  Industry 
sources estimate that there are less than 20 companies in the industry that 
have annual sales of $50 million or more.  Based on its current sales, Voyager 
believes that it is within the approximately top one-third of the 
approximately 200 nutritional supplement companies, based on sales.  However, 
since many of the companies in this industry are privately-held, little 
reliable financial data is available.  Many of the companies have established 
reputations for successfully developing and marketing nutritional supplement 
products, with a variety of well-established marketing outlets.  Many of such 
companies have greater financial, managerial, and technical resources than 
Voyager.  Principal competitors include American Cyanamid, 
Smith-Kline-Beecham, American Home Products, Rexall Sundown, Inc., and 
Nature's Sunshine Products, although not all of these companies produce 
natural supplements.  Included in that group of competitors are Herbal Life 
International, Sun Rider Corporation, and Shakley.  Many of these companies 
rely exclusively on retail sales as opposed to multi-level marketing or 
network marketing.  

     The Company competes by emphasizing the value and premium quality of the 
Company's products and the convenience of the Company's distribution system.  
There can be no assurance that the Company's business and results of 
operations will not be affected materially by market conditions and 
competition in the future.

(13) Sources and availability of raw materials and principal suppliers.

     The majority of Voyager's products are manufactured by a single domestic 
non-affiliated, manufacturer pursuant to specifications and proprietary 
recipes of the issuer. Prior to selecting a manufacturer to produce its 
products, Voyager reviews the manufacturer's raw material sources, quality 
assurance procedures, and reliability to assure that the proposed manufacturer 
meets Voyager's criteria. The companies that manufacture for Voyager are 
required to meet strict manufacturing standards, and Voyager believes that it 
benefits from such regulation in the overall quality of the products 
manufactured by such regulated entities for Voyager.  To date, Voyager has 
relied exclusively on domestic manufacturers in order to facilitate Voyager's 
quality assurance monitoring function.  The manufacturers are not in any way 
affiliated to the issuer or the issuer affiliated in any way to the 
manufacturers or manufacturers' affiliates. The issuer has contacted other 
domestic manufacturers and in the opinion of management,  if the current 
manufacturers were to have a natural or domestic problem (ie. labor) the flow 
of proprietary recipes and products to distributors would not be significantly 
interrupted. 

     Voyager places purchase orders with its suppliers for individual product 
manufacturing lots for delivery of packaged and labeled product to Voyager's 
warehouse in Carlsbad, California, for distribution.  Voyager has no long-term 
manufacturing agreements with its current suppliers, but purchases 
manufactured lots pursuant to individual purchase orders.   Voyager maintains 
minimal inventory quantities and to date has not experienced any significant 
shortages of manufactured products for delivery.  All ingredients in Voyager's 
products are generally available from a number of alternative sources, 
although the ingredients, such as those based on agricultural products, are 
subject to seasonable availability to a limited degree.

(14) Dependence on one or a few customers.

     No customer accounts for more than 10% of sales.  Voyager is a supplier 
and formulator of vitamins and nutritional supplements which are designed and 
formulated to address the dietary needs of the general public.

(15) Patents, trademarks, licenses, franchises, concessions, royalty agreement 
or labor contracts, including duration.

     As a company selling branded consumer products nationwide, Voyager 
believes that establishing trade and service marks and copyrights for brand 
names and associated advertising and labeling materials is important in 
maintaining company and product identification and integrity.  Accordingly, 
Voyager is engaged on a continuing basis in developing brand names and such 
associated materials for its products, securing trade and service mark 
protection for such brand names and copyright protection for such associated 
material, policing its existing marks, and enforcing its legal rights in cases 
of potential infringement by third parties of its legally protected marks and 
copyrights.

     William Clapham, the President of the Company, provided the Company with 
the marketing distribution plans (uni-level and matrix network compensation 
program, commission payout structure, operations, and automated monthly 
ordering system), and proprietary formulas for dietary supplements (complex 
liquid essential vitamins, minerals, essential fatty acids, amino acid 
complex, suspension base of vegetable glycerine, purified water and aloe, 
liquid herbal extracts antioxidant formulas, encapsulated antioxidant 
formula), weight management formula, and natural hair care product formula.  
In exchange for the use of the formulas and marketing plans Mr. Clapham 
receives minimum royalties of $20,000 per year with provisions for royalties 
of $6,000 per month when sales volume is greater than $2,000,000 per year and 
$10,000 per month when sales volume is greater than $6,000,000 per year.

(16) Need for any government approval of principal products or services.

     The Company's products currently do not require government approval.  
However, the processing, formulation, packaging, labeling and advertising of 
Voyager's products are subject to regulation by one or more federal agencies 
including the FDA, the Federal Trade Commission, the Consumer Products Safety 
Commission, the Department of Agriculture, the Postal Service, and the 
Environmental Protection Agency.  Voyager's activities are also subject to 
regulation by various agencies of the states and localities in which Voyager's 
products are sold.  The FDA has been the main agency regulating the types of 
products sold by nutritional supplement firms such as Voyager, but much of 
that authority stemmed from the FDA'S treatment of dietary supplements as food 
additives and drugs.  The FDA's jurisdiction in this regard has been somewhat 
eroded and its role has been reduced to mainly policing the activities of 
makers of dietary supplements by the enactment of the Dietary Supplement 
Health and Education Act of 1994 ("DSHEA") in October 1994, as discussed 
below.  The DSHEA amends and modifies the application of certain provisions of 
the FDA Act as they relate to dietary supplements.  The DSHEA established an 
Office of Dietary Supplements at the National Institutes of Health in order to 
coordinate and conduct scientific research into the health benefits of dietary 
supplements and also established a presidential commission to study and make 
recommendations on the regulation of label claims and statements for dietary 
supplements.  The FDA is required to promulgate regulations that are 
consistent with the DSHEA and the recommendations of the commission.

     Before enactment of the DSHEA, the FDA had adopted regulations concerning 
the labeling of dietary supplements, including the making of health claims.  
These regulations required nutrition labeling on all dietary supplements and 
prohibited the making of any health claim on a dietary supplement unless the 
supplement was consumed as a food, its components were demonstrated to be 
safe, and the health claim was supported by significant scientific agreement 
and approved by the FDA.  Part of the enactment of the DSHEA curbed the FDA's 
adopted regulations, and the FDA agreed that it would not seek to enact 
further regulations until after the end of 1996.

     During the years preceding passage of the DSHEA, members of Congress were 
under intense pressure from various sources, including the dietary supplement 
industry, to reduce the regulatory burdens on dietary supplements imposed or 
threatened by the FDA through its broad interpretation and application of the 
FDA Act and its regulatory authority.  Recognizing the importance of improving 
the health of United States citizens and the role of dietary supplements in 
promoting such improvement, Congress enacted the DSHEA to allow consumers to 
have wider access to dietary supplements that are not unsafe, toxic, 
unsanitary, or adulterated and to increase the access of consumers to truthful 
information about such products.  Passage of the DSHEA impacted the FDA's 
ability to issue and implement any regulations with respect to dietary 
supplements through its exemption of such products from being considered "food 
additives" or, in most circumstances, "drugs."  Although the DSHEA is 
generally viewed as a positive development for companies that sell dietary 
supplements such as vitamins, minerals, herbs, botanicals, amino acids, and 
similar substances, the legislation imposed significant requirements that must 
be adhered to in order for a product to qualify for the safe harbors 
established by DSHEA.

     The DSHEA broadly defines a dietary supplement to include any product 
intended to supplement the diet that bears or contains a vitamin, mineral, 
herb or other botanical, an amino acid, a dietary substance for use by man to 
supplement the diet by increasing the total dietary intake, or concentrate, 
metabolic constituent, extract, or combination of any such ingredient, 
provided that such product is either intended for ingestion in tablet, 
capsule, powder, softgel, gelcap, or liquid droplet form or, if not intended 
to be ingested in such form, is not represented for use as a conventional food 
or as a sole item of a meal or the diet and, in any case, is not represented 
for use as a conventional food or as a sole item of a meal or the diet and is 
labeled as a dietary supplement.  The definition also includes highly 
technical provisions dealing with a dietary supplement that contains an 
ingredient that also has been approved by the FDA as a drug.  The practical 
effect of such an expansive definition is to ensure that the new protections 
and requirements of the DSHEA will apply to a wide class of products.

     One important provision of the DSHEA exempts the dietary ingredients in 
dietary supplements from being treated as "food additives."  Any substance 
that is added to a food product that is not "generally recognized as safe" by 
experts whose opinion is based on published scientific literature is subject 
to being regulated as a food additive by the FDA.  Under the FDA Act, a 
substance that is a food additive may not be added to food products unless 
explicitly permitted by the FDA by issuance of a regulation.  In petitioning 
the FDA for such a regulation, a process that often takes five years or more, 
a petitioner might be required to spend several hundreds of thousands of 
dollars or more to test a product and participate in any ensuing proceedings.  
Prior to enactment of the DSHEA, dietary supplement ingredients were often 
alleged to have "food additive" status and, unless approved by the FDA, were 
treated as illegal foods by such agency, although many contended that this 
represented overreaching on the part of the FDA in light of its permitted 
powers.  This clearly posed a substantial negative impact on the industry's 
business and operations because of the risk that the FDA could choose to treat 
any product offered by any company as containing food additives.  The DSHEA 
removed this potential problem and any ambiguity related thereto by exempting 
dietary ingredients in dietary supplements from being treated as food 
additives.

(17) Effect of existing or probable governmental regulation on the business.

     Although dietary supplements are now exempted from treatment as food 
additives by the FDA, the DSHEA imposed significant new safety standards 
regulating dietary supplements to prevent the sale of dietary supplements that 
are unsafe, toxic, unsanitary, or adulterated.  These standards are summarized 
below.

     First, the DSHEA provides that a dietary supplement will be deemed to be 
an adulterated food if it presents a significant or unreasonable risk of 
illness or injury when used in accordance with its labeling or, if no 
conditions of use are suggested or recommended in the labeling, under ordinary 
conditions of use.  Generally, the FDA Act prohibits the introduction or 
delivery of adulterated food into interstate commerce so a dietary supplement 
that is deemed adulterated may not be sold or distributed through interstate 
commerce.  The FDA has the burden of proof in establishing that a dietary 
supplement is adulterated under such a standard, thereby reducing the FDA's 
role from one of preapproval of dietary supplements to that of policing those 
substances that present a significant or unreasonable risk of illness or 
injury.

     Second, the DSHEA imposes additional requirements that must be adhered to 
for those dietary supplements containing a "new" dietary ingredient which, 
under the DSHEA, is an ingredient that was not marketed in the United States 
before October 15, 1994.  A dietary supplement that contains such a new 
dietary ingredient will be deemed to be adulterated unless either (a) all 
ingredients contained in the dietary supplement have been present in the food 
supply as an article used for food in a form in which the food has not been 
chemically altered, or (b) there is a history of use or other evidence of 
safety establishing that the new dietary ingredient, when used under the 
conditions recommended or suggested in the labeling, will reasonably be 
expected to be safe.  In order to qualify for the safe harbor under the second 
condition, a manufacturer/distributor of the new dietary ingredient or 
supplement must provide, at least 75 days before introducing or delivering for 
introduction such substance into interstate commerce, information to the FDA 
that forms the basis on which the manufacturer/distributor has concluded that 
a dietary supplement containing the new dietary ingredient will reasonable be 
expected to be safe.

     Finally, the DSHEA provided non-delegable authority to the Secretary of 
the Department of Health and Human Services to declare a dietary supplement as 
posing an imminent hazard to public health or safety.  Following such 
declaration, it is immediately illegal to market such a product, although the 
Secretary must thereafter promptly hold a formal hearing in order to determine 
whether to affirm or withdraw the declaration.

     The effect of these new safety standards is that, although the authority 
of the FDA to regulate dietary supplements has been limited, it and the 
Secretary of the Department of Health and Human Services have been granted 
substantial new policing authority to stop the distribution of a dietary 
supplement if government personnel believe they can show that the product is 
not safe.  Voyager is not able to predict with certainty the impact of the new 
regulatory scheme on its activities.

     The DSHEA increases the ability of sellers of dietary supplements to 
provide information about their products.  The intent of Congress in promoting 
such information is to empower consumers to make more informed choices about 
preventive health care programs based on available scientific data about the 
health benefits of diet supplements.  Prior to the enactment of the DSHEA, the 
FDA asserted that any publication used in connection with the sale of a 
dietary supplement could be regulated by the FDA as "labeling."  Further, if 
the publication in question contained information claiming or suggesting that 
an ingredient present in a dietary supplement might be used in the cure, 
mitigation, treatment, or prevention of any disease, such supplement would be 
subject to regulation under the FDA Act as a drug.  Under the DSHEA, however, 
a publication, including an article, a book or chapter in a book, or an 
official abstract of a peer reviewed scientific publication that appears in an 
article and was prepared by the authors or the editors of a publication, is 
not defined as a labeling and may be used in connection with the sale of a 
dietary supplement to consumers if such publication is reprinted and it (i) is 
not false or misleading; (ii) does not promote a particular manufacture or 
brand of a dietary supplement; (iii) is displayed or presented with other 
items on the same subject matter so as to present a balanced view of the 
available scientific information; (iv) is physically separate from dietary 
supplements if displayed in an establishment where such products are sold; and 
(v) does not have appended to it any information by sticker or any other 
method.  The United States has the burden of proof to establish that a 
publication is false or misleading if a proceeding is established to prevent a 
publication.  The DSHEA specifically provides that it does not restrict a 
retailer or wholesaler of dietary supplements in any way whatsoever from 
selling books or other publications as a part of its business.  These 
provisions of the DSHEA may indirectly affect Voyager because they will make 
it easier for retailers and wholesalers that sell Voyager's products to 
display and sell publications that are related to Voyager's business and 
discuss the benefits of dietary supplements such as the ones that Voyager 
manufactures and distributes.

     FDA regulations published prior to the enactment of the DSHEA and 
pursuant to the Nutrition Labeling and Education Act ("NLEA") prohibit the use 
of any health claim in the labeling of any food products, including brochures, 
unless the claim of such labeling is first approved by the FDA by regulation.  
The DSHEA carves out an exception to this regulation that allows companies 
that manufacture and distribute dietary supplements to make any of the 
following four types of statements with regard to nutritional support on 
labeling without FDA approval: (1) a statement that claims a benefit related 
to a classical nutrient deficiency disease and discloses the prevalence of 
such disease in the United States; (2) a statement that describes the role of 
a nutrient or dietary ingredient intended to affect structure or function in 
humans: (3) a statement that characterizes the documented mechanism by which a 
nutrient or dietary ingredient acts to maintain or function; or (4) a 
statement that "describes general well-being" from consumption of a nutrient 
or dietary ingredient.  In addition to making sure that a statement meets one 
of the four criteria, a manufacturer of the dietary supplement must have 
substantiation that such statement is truthful and not misleading, must not 
claim to diagnose, mitigate, treat, cure, or prevent a specific disease or 
class of diseases, and must contain the following disclaimer, prominently 
displayed in boldface type: "This statement has not been evaluated by the Food 
and Drug Administration.  This product is not intended to diagnose, treat, 
cure, or prevent any disease."  Additionally, the manufacturer must notify the 
Secretary of Health and Human Services no later than 30 days after the first 
marketing of the dietary supplement to which such statement relates.

     In addition to the above statements that are allowed to be made by 
manufacturers, a dietary supplement must be properly labeled.  To be properly 
labeled, a dietary supplement must list the name and quantity of each 
ingredient and the total weight of a proprietary blend, be identified as a 
"dietary supplement," and identify the part of a plant from which any herb or 
botanical ingredient is derived.  In addition, there are special rules for 
branding a supplement if there is an official compendium covering the dietary 
supplement.

     The DSHEA did not limit the FDA's ability to regulate manufacturing but 
authorized the FDA to prescribe good manufacturing practice regulations for 
dietary supplements which are to be modeled after current good manufacturing 
practice regulations for food.  Voyager cannot predict the impact that such 
regulations could have on those suppliers that manufacture its products.  
However, since most of these manufacturers also produce a number of products 
that are already subject to manufacturing standards of the FDA, it is not 
likely that any new regulations regarding manufacture of dietary supplements 
would adversely affect Voyager or its suppliers.

     In summary, Voyager can not determine or predict the final effects that 
DSHEA will ultimately have on the regulatory scheme of dietary supplements.  
Further, Voyager can not predict what recommendations will be made by the 
presidential commission established to study this subject and make 
recommendations.  Although the DSHEA seems to be generally beneficial to 
manufacturers of dietary supplements because it limits the FDA's authority to 
regulate supplements as drugs or food additives, there is no real indication 
of its ultimate effect.  The FDA has recently proposed regulations that are 
intended to become effective January 1, 1997, for the purpose of implementing 
the DSHEA.  There is no way to predict what form the final regulations will 
take or what effect such regulations will have on the business activities of 
Voyager.

(18) Estimate the amount spent during each of the two fiscal years on research 
and development.

     For the years ended July 31, 1997 and 1996 there was no money allocated 
to research and development.  Royalty agreements provided that the research 
and development expenses are to be paid by the royalty holder.

(19) Cost and effects of compliance with environmental laws.

     None.

(20) Number of employees.

     As of October 31, 1997 the Company had a total of 14 employees engaged in 
the general management and administration.

Item 2.  Description of Property.

     The Company at this time has no properties.  The Company occupies certain 
sales offices under a noncancellable lease.  The lease is for thirty-six 
months expiring August 31, 1999.  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 minimum rental payments of $30,384.00 
per year.  The obligations of the lessee under the lease are guaranteed by 
William Clapham, the president of the Company.

Item 3.  Legal Proceedings.

     On May 13, 1997, James R. Parker (Plaintiff) filed a Complaint for 
Damages against various individuals and the Voyager Group, Inc. in Superior 
Court of the State of California in and for the County of Sacramento (Case No. 
97AS02458).  The complaint alleges that the Voyager Group, Inc. and its 
directors, officers, agents and shareholders among others, promised to pay the 
Plaintiff approximately 781,250 shares of the Voyager Group.  The complaint 
seeks, among other things, damages from the defendants in the aggregate amount 
of $2,900,000, plus attorney fees and interest.  During November 1997, the 
Company successfully negotiated to settle all claims by issuing 300,000 shares 
of restricted common stock to Mr. Parker.  The amount of the settlement and 
any liabilities or other costs that may be incurred in connection with this 
matter have been provided for in the financial statements.

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

No matters were submitted to a vote of security holders during the quarter 
ended July 31, 1997.

PART II

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

     The stock is traded over-the-counter on the NASDAQ Bulletin Board with 
the trading symbol "VYGP".  The following high and low bid information was 
provided by PC Financial Network.  The quotations provided reflect 
inter-dealer prices, without retail mark-up, mark-down or commission and may 
not represent actual transactions.

        1996                    HIGH BID      LOW BID
                              (To the best knowledge of
                               management, there was no
                               trading of shares for fiscal
                               1995 and the first three
                               quarters of fiscal 1996.)
          
Fourth Quarter (07/31/96)       $ 4.000       $ 2.875
First Quarter (10/31/96)        $ 3.625       $ 1.000
Second Quarter (01/31/97)       $ 2.125       $ 1.125
Third Quarter (04/30/97)        $ 2.875       $ 2.000
Fourth Quarter (07/31/97)       $ 3.000       $ 1.750

     The number of shareholders of record of the Company's common stock as of 
November 12, 1997 was approximately 200.  The number of shareholders of record 
of the Company's preferred stock as of November 12, 1997 was 4. 

     The Company has not paid any cash dividends to date and does not 
anticipate paying dividends in the foreseeable future.  It is the present 
intention of management to utilize all available funds for the development of 
the Company's business.

Recent Sales of Unregistered Securities.

     The Company over the past three years has sold 2,650,000 shares of common 
stock and 431 shares of cumulative preferred stock. 

     On December 19, 1995 the Company completed an offering under Regulation D 
- Rule 504, and/or Uniform Limited Offering Exemption whereby the Company 
through its officers, directors and employees without the use of an 
underwriter sold 28,000 common shares for $2,800.  The shares were sold only 
to accredited and/or sophisticated investors.  Each investor was required to 
supply the issuer with information sufficient to enable the issuer to justify 
a reasonable belief that the investor did in fact come within the description 
of accredited and/or sophisticated.  Following are the names of the investors: 
C.J, Krickbaum, Howard M. Overson, Melagro Holdings, Inc., Corporation owned 
by Howard H. Oveson, Gilbert E. Romero, Jenifer Romero, Karin Bourdos, Pete 
Bourdos, John Licko, Pauline Licko.

   
     On July 3, 1996 the Company sold 15,000,000 restricted common shares to 
one individual, Mr. Gaius Villard - a US person, for $15,000.  The Company 
relied on the exemption provided under Regulation D Rule 506 exemption for 
limited offers and sales without regard to dollar amount of offering.  The 
issuer furnished Mr. Villard with the following information:  a copy of the 
issuer's business plan, the type of restricted securities offered, and all 
financial information about the issuer.  Mr. Villard is an accredited 
investor.  The restricted common stock was returned to the Company treasure on 
July 31, 1996 under Section 78.283 of the Nevada Sate Corporate Laws.
    

     July 15, 1996 the Company through its officers, directors and employees 
without the use of an underwriter sold 2,022,000 common shares for $14,154 to 
accredited investors under provisions of Regulation D-Rule 504.   Each 
investor was provided with an offering memorandum dated July 7, 1996 and a 
subscription agreement.  Following are the names of the investors: Dean 
Dulhan, Miles Desharrnis, Larry Grant, Lorenda Mayers, Bob Maning, David Saad, 
Kelly Lohn, Peter B. Lefeavx, Ronald Kiraly, Walter Meranze, Robt Smith, Mark 
Haab, Victor Hagar, K. Nelson, Murray Mullin, Chas Gild, Donald hale, R.P. 
Spooner, Geo Turner, Bobby Young, Yancey Tender, Olive Wright, Herbert Wyler, 
J.E. Brackett, Edward Kent, Charlotte Shepard, Conrad Green, Scott Griffin, 
Colleen Mosca, John Nail, Paul King, K. Funkhouser, Winn Gance, Peter 
Kosinski, Auth Sonia, Carol Trott, Mary Trufant, william Dodge, Paul Sonburg, 
A.W. Leiman, Henry Alexander, Frances Amos, Foster Yancey, Elmer Mann, Frank 
and Wendy Burtnett.

   
     On July 17, 1996 the Company entered into an agreement and plan of 
reorganization to acquire Voyager Group, Inc. (a Delaware Corporation).  In a 
tax-free corporate reorganization the Company issued 360 shares of restricted 
convertible preferred stock series AA 1996, par value $0.001, (convertible 
into 3,600,000 restricted common shares)  in exchange for 100% of the issued 
and outstanding capital stock of Voyager Group, Inc.  As a result of the 
acquisition, Voyager Group, Inc., became a wholly owned subsidiary of the 
Company.  At the same time, the Company sold 56 restricted Convertible 
Preferred Shares Series AA  (convertible to 560,000 restricted common shares 
par value $0.001 ) to a Mr. Joe Brazil (not affiliated to Company or related 
to any officer, or director) and Mr. Michael Johnson,  for $150,010 ($2,678.75 
dollars for each preferred share) under Reg. D- Rule 506 of the Securities and 
Exchange Act of 1933. Mr. James Ronald Parker received in July 1996, 15 
restricted convertible preferred shares series AA 1996 (convertible to 150,000 
restricted common shares) and in November, 1997 received 300,000 common shares 
at $0.21 per share as a finders fee in connection with said merger and as paymen
t for promotional activities.  The issuer furnished Mr Brazil, Mr. Johnson and 
Mr. Parker with a copy of the issuer's business plan, the type of restricted 
securities offered, and all financial information about the issuer Mr Brazil, 
Mr. Johnson and Mr. Parker are accredited investors. 
    

     October 11, 1996 the Company entered into a agreement with Celebrity 
Foods, Inc., also known as Robert Eubanks, to assist in promotion and 
advertising of company products and the expansion of the Company's independent 
distributor network, to be performed over a thirty six month period from 
October 11,1996 to October 11, 1999.  On October 27, 1996 the Company issued 
150,000 restricted common shares under Regulation D Rule 506 of the Securities 
and Exchange Commission Act of 1933 to Celebrity Foods also known as Robert 
Eubanks.  Mr. Eubanks is an accredited investor.   

     On November 11, 1996 the Company completed a 250,000 units* offering, on 
a best efforts basis at $1.00 per unit to Credit Suisse Bank.  The unit 
offering memorandum was pursuant to Reg. D-504.  Total proceeds of the sale of 
250,000 units was $250,000 dollars with offering expenses of $5,000 dollars.  
The Reg. 504 unit offering by the Company provided funding to improve product 
shipment, product labeling and operating capital. 
     *Units- consist of 250,000 common shares and 750,000 warrants.  Warrants 
are exercisable for a period of 24 months, upon completion of the offering, or 
upon the Company's successful registration of the common shares underlying the 
warrants under the Securities Act of 1933, as amended and applicable by State 
statutes.  Warrants are detachable upon completion of the offering with an 
exercise price of $.01 per warrant.  Warrants may be redeemed by the Company, 
any time upon 20 day's prior written notice to the warrant holder at a price 
of $0.005 per warrant.          

   
     On April 1, 1997 the Company entered into an agreement with Dr. Morris 
Mann to assume the position of director of product development to enhance the 
integrity and quality of the Company's product lines, the intellectual 
property of the Company and the Company image.  On April 11, the Company 
issued 200,000 restricted common shares under Regulation D Rule 506 of the 
Securities and Exchange Act of 1933, to Dr. Morris Mann.  Dr. Mann is an 
accredited investor.
    

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

General

     The following discusses the financial position and results of operations 
of the Company and its consolidated subsidiary, The Voyager Group Inc., which 
have been combined and accounted for as a reverse purchase.

Liquidity and Capital Resources

     The Company requires working capital principally to fund its current 
operations.  Generally the Company has adequate funds for its activities.  
There are no formal commitments from banks or other lending sources for lines 
of credit or similar short-term borrowing.  It is anticipated that the current 
operations will expand and the funds generated will exceed the Company's 
working capital requirements for the next year.

     The increase in liquidity and capital resources during the past two years 
reflects the increases attributable to the issuance of preferred and common 
stock as well as cash generated from operations.  The Company generates and 
uses cash flows through three activities: operating, investing, and 
financing.  During the year ended July 31, 1996, operating activities provided 
cash of $172,000 as compared to net cash used of $58,000 for fiscal 1997.

     Cash flows used in investing activities in 1996 and 1997 were primarily 
due to the acquisition of $42,000 and $91,000 respectfully of computer 
equipment and office furniture.  During the fiscal year 1997 the Company moved 
into a larger facility and purchased additional equipment in preparation for 
the anticipated increase in sales activity

     Financing activities provided $187,000 in fiscal year 1996 and $245,000 
in 1997.  The increase in cash flow from financing activities was primarily 
from the sale of preferred and common stock.

     Management believes that the Company's current cash and funds available 
will be sufficient to meet capital requirements and short term and long term 
working capital needs in the fiscal year ending July 31, 1998 and beyond, 
unless a significant acquisition or expansion is undertaken.  The Company is 
constantly searching for potential acquisitions and/or expansion 
opportunities.  However, there are no arrangements or ongoing negotiations for 
any acquisition or expansion.

Results of Operations

1995 was the first year of operations of Voyager Group, Inc., the subsidiary 
which accounted for the majority of the operating activities of the Company.  
Gross revenues increased 1400% due in part because 1995 was not a full year of 
operations and during 1996 additional products were introduced.  The customer 
base increased by nearly 10,000 distributors during 1996.  During 1997 the 
distributor base increased to more than 25,000 distributors.  This increase in 
distributors and introduction of new products has been the primary reason for 
the growth in revenue from $1,215,000 in 1996 to $3,967,000 in 1997 although 
customers with repeat business accounted for some of the revenues generated 
there is no assurance that such customers will maintain or increase the level 
of volume of business of the Company or that the level of distributors will be 
maintained.

October 11, 1996 the Company entered into an agreement with Celebrity Foods, 
Inc., also known as Robert Eubanks, to assist in promotion and advertising of 
Company products and the expansion of the Company's independent distributor 
network.   The expenses of this advertising program were recorded in the first 
quarter of fiscal year ended July 31, 1997.

In the later part of fiscal year 1996, the Company began gearing up for 
anticipated increases in sales revenue by increasing staff and moving into 
larger facilities.  The additional staffing and larger facilities accounted 
for the increase in general and administrative expenses from $195,000 for the 
fiscal year 1996 to $980,000 for 1997.  Selling and marketing expenses have 
increased from 38% of revenues in fiscal year 1996 to 64% in 1997.  Part of 
the increase has been due to the promotional activities of the Company, 
however, the majority of the increase is due to the commission structure which 
provides for a maximum of 70% of revenue going toward commissions as the down 
line matures. $425,000 of the increase is due to the Company entering into a 
five year agreement with Dr. Morris Mann to assume the position of director of 
product development to enhance the integrity and quality of the Company's 
product lines, the intellectual property of the Company and the Company image.

In February of 1997 the Company entered into a tacit agreement with Dr. 
William Regelson to be a consultant to the Company for product review and 
enhancement.  This tacit agreement will last for one year from February 1997 
to 1998 and Dr. William Regelson shall be paid $2,000 per month.  Dr. William 
Regelson, Curriculum Vitae states he is a professor of medicine at the Medical 
College of Virginia, Virginia Commonwealth University in Richmond.  A 
specialist in medical oncology with joint appointments in microbiology and 
biomedical engineering, he has been a leading researcher  in the field of 
aging for more than twenty years. He was formerly the scientific Director of 
the Fund for Integrative Biomedical Research dedicated to research on the 
biology of aging.  In the past he has  consultant for Monsanto, A.H. Robins, 
Merrill-National Laboratories and others. He has patents such as 
Dehydroepiandrostrone (DHEA) to improve immune response and others.
                     
Inflation and Regulation

     The Company's operations have not been, and in the near term are not 
expected to be, materially affected by inflation or changing prices.  The 
Company encounters competition from a variety of firms selling dietary 
supplements in its market area.  Many of these firms have long standing 
customer relationships and are well-staffed and well financed.  The Company 
believes that competition in the dietary supplement industry is based on 
competitive pricing, although the ability, reputation and support of a 
multi-level marketing network is also significant.  The Company does not 
believe that any recently enacted or presently pending proposed legislation 
will have a material adverse effect on its results of operations.

Factors That May Affect Future Results

     Management's Discussion and Analysis and other parts of this registration 
statement contain information based on management's beliefs and 
forward-looking statements that involve a number of risks, uncertainties, and 
assumptions.  There can be no assurance that actual results will not differ 
materially for the forward-looking statements as a result of various factors, 
including but not limited to the following:
     The markets for many of the Company's offerings are characterized by 
rapidly changing technology, evolving industry standards, and frequent new 
product introductions.  The Company's operating results will depend to a 
significant extent on its ability to design, develop, or otherwise obtain and 
introduce new products, services, systems, and solutions and to reduce the 
costs of these offerings.  The success of these and other new offerings is 
dependent on many factors, including proper identification of customer needs, 
cost, timely completion and introduction, differentiation from offerings of 
the Company's competitors, and market acceptance.  The ability to successfully 
introduce new products and services could have an impact on future results of 
operations.

Item 7.  Financial Statements

     The financial statements of the Company and supplementary data are 
included immediately following the signature page to this report.  See Item 13 
for a list of the financial statements and financial statement schedules 
included.

Item 8.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosures.

     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.

PART III

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

     Directors and Executive Officers.

                 (1)                (2)                        (3)
           NAME  and  AGE        POSITION                 TERM OF OFFICE

William Clapham        38     Director/President      July 21, 1996 to Present

Thaisa Branco          28     Director/Vice Pres.     July 21, 1996 to Present

Michael Johnson        31     Director                July 21, 1996 to Present

Thaisa Branco is the wife of William Clapham

Business Experience

William H. Clapham, Director/President, is 38 years of age and co-founded The 
Voyager Group, Inc., with his wife, Thaisa Branco, in January of 1995 and has 
served as its President from that time until present.  During the past five 
years Mr. Clapham has spent one year in business school and has been a private 
consultant in the marketing and product development in the nutritional 
supplement industry.  Mr. Clapham has created several product brands and 
marketing strategies with distribution including direct sales.  Mr. Clapham 
has also developed private label nutritional and personal care products for 
both domestic and international distribution.  Mr. Clapham earned a Bachelor 
of Science Degree from Northeastern University College of Business in Boston, 
Mass.

Thaisa Branco, Director/Vice President/Secretary/Treasurer, is 28 years of age 
and co-founded The Voyager Group, Inc. with her husband, William Clapham, and 
has served as Vice President of operations from inception to the present.   
Ms. Branco earned her Bachelor of Science Degree in Business Administration 
from UNA (Brazil) and holds a Masters Degree in Marketing and Strategic 
Planning in Brazil.  In 1994, Ms. Branco earned a Post Graduate Degree in 
Business Administration from Harvard University in Cambridge, Mass. 

Michael Johnson, Director, is 31 years of age and has been a director since 
July 17, 1996 to the present.  Mr. Johnson received a certificate of 
graduation from Berkshire School and has attended Lake Forest College, Lake 
Forest, Chicago, University of Utah, Salt Lake City, Utah, New York Institute 
of Finance, N.Y., N.Y. and New York University, N.Y., N.Y.  From 1987 to 1989 
Mr. Johnson was employed by Mel Schnel and Company, N.Y., N.Y. as a clerk, New 
York-Comex Commodities.  During 1989 to 1990 Mr. Johnson was employed by New 
Mercantile Exchange, N.Y., N.Y. as a commodity futures trader, arbitrage 
futures contracts and energy markets: oil, gas, etc.  For the past five years 
Mr. Johnson has been self-employed buying and selling contracts.

Item 10.  Executive Compensation.

                    Annual Compensation                           
             (a)            (b)           (c)              (e)
                
            Name                                          Other
            and                                           Annual
         Principal                       Salary        Compensation
         Position           Year           $                $         

William Clapham, President  1995              -         $ 20,000
                            1996              -         $ 25,000 
                            1997        $58,600         $ 72,000


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

(a)  Security ownership of certain beneficial owners.  

     The following table sets forth the number and percentage of the Company's 
common shares owned of record and beneficially by each person owning more than 
5% of such common shares at July 31, 1997.

           (1)                  (2)                (3)             (4)
     Title of Class           Name and         Amount and     Percent of Class
                             Address of         Nature of
                             Beneficia         Beneficial
                               Owner              Owner        

Preferred Series AA 1996     Thaisa Branco         360            83.53%
                             816 Okra Ct.     (Convertible to    (47% if 
                             Carlsbad, CA     3,600,000 shares    converted)
                             92009            Common)

Common Stock           James Ronald Parker      300,000            8.45%
                       Sacramento, California

     The following table set forth the number and percentage as of the date of 
this filing, the shares beneficially owned by all directors and nominees:
                                              
         (1)                        (2)            (3)            (4)
   Title of Class                Name and      Amount and     Percent of Class
                                Address of      Nature of
                                Beneficial     Beneficial
                                  Owner          Owner             
                                                 
Preferred Series AA 1996          Thaisa Branco ---see above---

There have been no common shares issued to any of the directors of the 
Company.


Item 12.  Certain Relationships and Related Transactions.

     William Clapham, the President of the Company, provided the Company with 
the marketing distribution plans (uni-level and matrix network compensation 
program, commission payout structure, operations, and automated monthly 
ordering system), and proprietary formulas for dietary supplements (complex 
liquid essential vitamins, minerals, essential fatty acids, amino acid 
complex, suspension base of vegetable glycerine, purified water and aloe, 
liquid herbal extracts antioxidant formulas, encapsulated antioxidant 
formula), weight management formula, and natural hair care product formula.  
In exchange for the use of the formulas and marketing plans Mr. Clapham 
receives minimum royalties of $20,000 per year with provisions for royalties 
of $6,000 per month when sales volume is greater than $2,000,000 per year and 
$10,000 per month when sales volume is greater than $6,000,000 per year.  
Also, See Item 9 and Item 11 above.          


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 

Consolidated Balance Sheet,
July 31, 1997 and 1996                                               F-2

Consolidated Statements of Income, 
For the Years Ended July 31, 1997 and 1996                           F-4

Consolidated Statements of Cash Flows, 
For the Years Ended July 31, 1997 and 1996                           F-5

Consolidated Statements of Changes in Stockholders' Equity,
For the Years Ended July 31, 1997 and 1996                           F-7

Notes to Consolidated Financial Statements                           F-9

2.  Financial Statement Schedules

    The following financial statement schedules required by Regulation S-X 
are included herein.

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

3.  Exhibits

    The following exhibits are included as part of this report:

Exhibit
Number     Exhibit                                   
                                      

2.1        Articles of Articles of Incorporation and By-Laws of EEE-Energy 
           Consultants, Inc. (Formerly EEE-Hunter Associates, Inc.) (1)

11.1       Computation of Per Share Earnings. (1)

23.1       Consent of Robison, Hill & Co. (1)

27.1       Financial Data Schedule

(1)        Incorporated by reference to the Registrant's registration 
           statement on Form 10-SB/A Amendment #2 filed on November 20, 1997.


     (b)    No reports on Form 8-K were filed.
     (c)    The exhibits listed in Item 14(a)(3) are incorporated by reference.
     (d)    No financial statement schedules required by this paragraph are 
            required to be filed as a part of this form.






                           SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of 1934, the 
registrant caused this registration statement to be signed on its behalf by 
the undersigned, thereunto duly authorized.


          Voyager Group USA-Brazil, Ltd.

DATE:     February 17, 1998                 




By   /s/                                                           
     William Clapham, President
     (Principal Financial and
     Accounting Officer)     







                  Independent Auditor's Report


To the Stockholders
of Voyager Group USA-Brazil, Ltd. and Subsidiaries


     We have audited the consolidated balance sheet of Voyager Group 
USA-Brazil, Ltd. and Subsidiaries as of July 31, 1997 and 1996, 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 consolidated financial statements referred to above 
present fairly, in all material respects the financial position of Voyager 
Group USA-Brazil, Ltd., and Subsidiaries as of July 31, 1997 and 1996 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
October 21, 1997



             VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS


                                                       July 31,         
                                                1997             1996  
ASSETS

Current Assets:
  Cash                                      $ 419,332        $322,787
  Inventory                                   165,212           4,326
  Prepaid Expenses                             56,318           1,311
  Accounts Receivable                          16,789               -

     Total Current Assets                     657,651         328,424

Fixed Assets, at Cost:
  Furniture and Equipment                     138,760          54,598
  Leasehold Improvements                        6,741               -
    Less - Accumulated 
      Depreciation                            (44,925)        (13,525)

                                              100,576          41,073

Other Assets:
  Deferred Tax Benefit                         96,867               -
  Intangible Assets, Net                        1,449           2,015
  Deposits                                      5,252           5,032

     Total Other Assets                       103,568           7,047

     Total Assets                          $  861,795       $ 376,544










           VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                             (Continued)

                                                                
                                                                                
                                                       July 31,            
                                               1997               1996     
LIABILITIES AND STOCKHOLDERS
EQUITY

Current Liabilities:
  Accounts Payable                      $   130,675        $    30,646
  Accrued Liabilities                        46,267             37,282
  Accrued Commissions                       146,027             13,435

     Total Current Liabilities              322,969             81,363

Stockholders' Equity
  Preferred Stock, $.001 par 
    value; 5,000,000 shares 
    authorized; 431 shares issued 
    and outstanding                               1                 1
  Premium on Preferred Stock                155,331           155,331
  Common Stock to be Issued                     300                 -
  Common Stock; $.001 par value;
    50,000,000 shares authorized;
    3,550,000 and 2,950,000 shares
    issued and outstanding July 31, 1997 
    and 1996, respectively                    3,550            2,950
  Additional Paid-in Capital                920,489           38,004
  Retained Earnings (Deficit)              (540,845)          98,895

     Total Stockholders' Equity             538,826          295,181

     Total Liabilities, and
       Stockholders' Equity               $ 861,795        $ 376,544





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

            VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME

                                                                                
                                             For the Year Ended  
                                                   July 31,              
                                           1997               1996     

Sales, net of allowances 
of $51,653 and $3,413                   $3,967,363         $ 1,215,191          
Cost of Sales                            1,195,473             433,008

     Gross Margin                        2,771,890             782,183          
Selling & Marketing                      2,563,413             461,747
General & Administrative                   979,634             195,389

Net Income (Loss) from 
    Operations                            (771,157)            125,047
Other Income (Expense) 
  Interest                                   7,404                (987)     
Income (Loss) Before Income 
  Taxes                                   (763,753)            124,060     
Income Tax Benefit (Expense)               124,013             (37,984)

Net Income (Loss)                      $  (639,740)      $      86,076     
Earnings (Loss) Per Common Share:
  Primary                              $      (.19)      $         .03

  Fully Diluted                        $         -       $         .02

Weighted Average Shares 
  Outstanding

  Primary                                3,285,205           2,950,000     
  Fully Diluted                          8,345,205           3,877,123

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

           VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS

           Increase (Decrease) in Cash and Cash Equivalents

                                                                                
                                               For the Year ended
                                                    July 31,            
                                             1997               1996    

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Income (Loss)                     $  (639,740)        $   86,076     
  Adjustments to Reconcile Net
    Income (Loss) to Net Cash
    Used in Operating Activities:

    Depreciation and Amortization             31,400            12,453
    Common Stock in exchange for Services    638,385                 -
    Changes in Assets and 
      Liabilities-
        Increase in Accounts Receivable      (16,789)                -
        Increase in Prepaid Expenses         (55,007)           (1,311)
        Increase in Inventory               (160,886)           (1,326)
        Increase in Other Assets             (96,521)           (4,166)
        Increase in Accounts Payable         100,029            29,573
        Increase in Accrued Liabilities        8,985            37,282
        Increase in Accrued Commissions      132,592            13,435     
     Net Cash Provided by Operating 
       Activities                            (57,552)          172,016     
CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase Furniture and Equipment           (90,903)          (41,731)



           VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Continued)
          Increase (Decrease) in Cash and Cash Equivalents
                                                                                
                                                     For the Year ended
                                                          July 31,             
                                                  1997               1996      
CASH FLOWS FROM FINANCING ACTIVITIES:
 Preferred Stock                                        -          155,332 
 Proceeds from Issuance of 
  Common Stock                                    245,000           31,954     
     Net Cash Provided by
     Financing Activities                         245,000          187,286     
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                                      96,545          317,571

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                               322,787            5,216

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                                   $ 419,332        $ 322,787

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash Paid During the Year For:
    Interest                                    $       -        $     987     
    Income Taxes                                $   38,276       $   2,864

     On October 27, 1996 the Company issued 150,000 shares of common stock in 
exchange for advertising and promotional services to be performed within a 36 
month period.

     On April 11, 1997 the Company issued 200,000 shares of common stock in 
exchange for product development services.

     On May 13, 1997, James R. Parker (Plaintiff) filed a Complaint for 
Damages against the Voyager Group, Inc. in Superior Court of the State of 
California.  During November, 1997 the Parties to the Complaint reached a 
settlement agreement whereby the Company will issue 300,000 shares of common 
stock in full payment of all claims under the Complaint.  Subsequent to July 
31, 1997 the 300,000 shares of common stock have been issued.

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


          VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                                
                                                                                
                                                                                
                                                                                
                                     Common                 Additional  
                 Preferred Stock    Stock To  Common Stock    Paid-in  Retained
              Shares Amount Premium Be Issued Shares Amount   Capital  Earnings 
Balance 
August 1, 1995     - $  - $      -    -    900,000 $    900  $ 8,100 $  12,819

Issuance of Common Stock to the
Public for Cash
October 31, 1995   -    -        -    -     28,000       28    2,772         -

Issuance of Common Stock to an
Individual for Cash
July 3, 1996       -    -        -    - 15,000,000   15,000        -         -

Issuance of Common Stock Reg D
Offering for Cash
July 15, 1996      -    -        -    -  2,022,000    2,022   12,132         -

Preferred Shares Issued in Exchange
for 100% of the Issued and 
Outstanding stock of Voyager
Group, Inc (in Conjunction with
Reverse Acquisition)
July 17, 1996    360    -    5,322    -          -        -        -         -

Preferred Shares Issued in Exchange
for Cash (in Conjunction with Reverse
Acquisition) 
July 17, 1996     56    1  150,009    -          -        -        -         -

Preferred Shares Issued in Exchange
for services (in Conjunction with Reverse
Acquisition) 
July 17, 1996     15    -        -    -          -        -        -         -


               VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (Continued)
                                                                                
                                   
                                    Common                  Additional    
                 Preferred Stock    Stock To  Common Stock    Paid-in  Retained
              Shares Amount Premium Be Issued Shares Amount   Capital  Earnings 

Shares Returned to Treasury
July 31, 1996      -    -        -    -(15,000,000) (15,000)   15,000        -

Net Income for Year Ended
July 31, 1996      -    -        -    -          -        -         -   86,076

Balance 
July 31, 1996    431    1  155,331    -  2,950,000    2,950    38,004   98,895

Shares Issued in Exchange for
Services 
October 27, 1996   -    -        -    -    150,000      150   149,850        -

Issuance of Common Stock Reg D
Offering for Cash
November 11, 1996  -    -        -    -    250,000      250   244,750        -

Shares Issued in Exchange for Services
April 11, 1997     -    -        -    -    200,000      200   424,800        -

Shares to be Issued for Settlement
Effective 
August 1, 1996     -    -        -  300          -        -    63,085        -

Net Income for Year Ended
July 31, 1997      -    -        -    -          -        -         - (639,740)

Balance 
July 31, 1997    431 $  1 $155,331 $300  3,550,000 $  3,550 $ 920,489 $(540,845)

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


          VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    JULY 31, 1997, AND 1996

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING            
POLICIES

     The Company was first incorporated in the State of Nevada on June 12, 
1990 as EEE-Hunter Associates, Inc.  On July 27, 1995 the Company changed its 
domicile to the State of Texas and merged into a Texas Corporation EEE-Energy 
Consultants, Inc.    Neither company had any operating activity.  On July 2, 
1996 the Company changed domicile to Nevada and on July 17, 1996 changed the 
name of the Company to Voyager Group USA-Brazil, Ltd.  

     Also on July 17, 1996 the Company entered into an agreement with Voyager 
Group, Inc. (a Delaware Corporation) whereby the Company acquired 100% of the 
issued and outstanding stock of Voyager Group, Inc. in a tax-free corporate 
reorganization in exchange for the issuance of 360 shares of preferred series 
AA 1996 stock (convertible into 3,600,000 common shares).  Mr. James Ronald 
Parker received 15 restricted convertible preferred shares and will receive 
300,000 common shares as a finders fee in connection with the merger and as 
fees for promotional activities. This transaction has been accounted for as a 
reverse purchase.  Income and expense have been presented since the inception 
of the Delaware Company.

Principles of Consolidation

     The consolidated financial statements include the accounts of Voyager 
Group USA-Brazil, Ltd. and its wholly-owned subsidiary, The Voyager Group, 
Inc.  All significant intercompany accounts and transactions have been 
eliminated.

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.



             VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        JULY 31, 1997, AND 1996
                             (Continued)

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

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.

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

     Organization costs are amortized over a sixty month period.  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 computation of earnings per share of common stock is based on the 
weighted average number of shares outstanding at the date of the financial 
statements.

     Fully diluted net income per common share was calculated based on an 
increased number of shares that would be outstanding assuming that the 431 
convertible preferred shares are converted to 4,310,000 common shares.  The 
effect of outstanding options and other common stock equivalents are 
antidillutive for 1997 and are thus not considered.


             VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        JULY 31, 1997, AND 1996
                             (Continued)

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

Concentration of Credit Risk

     The Company has no significant off-balance-sheet concentrations of credit 
risk such as foreign exchange contracts, options contracts or other foreign 
hedging arrangements.  The Company maintains the majority of its cash balances 
with one financial institution, in the form of demand deposits.

     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.

Recent Accounting Pronouncements

     In March 1995, the Financial Accounting Standards Board issued SFAS No., 
121, "Accounting for the Impairment of Long-lived Assets".   SFAS No. 121 
addresses the accounting for (i) impairment of long-lived assets, certain 
identified intangibles and goodwill related to assets to be held and used, and 
(ii) long-lived assets and certain identifiable intangibles to be disposed 
of.  SFAS No. 121 required that long-lived assets and certain identifiable 
intangibles to be held and used by an entity be reviewed for impairment 
whenever events or changes in circumstances indicate that the carrying amount 
of an asset may not be recoverable.  If the sum of the expected future cash 
flows from the use of the asset and its eventual disposition (undiscounted and 
without interest charges) is less than the carrying amount of the asset, an 
impairment loss is recognized.  Management does not expect that the adoption 
of SFAS No. 121 will have a material impact on the Company's consolidated 
financial statements.

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 1996 financial statements 
to conform with the 1997 presentation.


             VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        JULY 31, 1997, AND 1996
                              (Continued)

NOTE 2 - PREFERRED STOCK

     On July 17, 1996 the Company created convertible Preferred shares Series 
AA 1996, authorizing the issuance of 1,000 shares of convertible preferred 
stock to be sold, with a par value of $.001.  The preferred stock are 
convertible at a ratio of 10,000 shares of common stock per preferred share 
converted.  In the event of any voluntary or involuntary liquidation, the 
holders of the preferred stock are entitled to an amount equal to the net book 
value of the corporation plus all unpaid dividends.  The preferred stock is 
entitled to vote 10,000 votes per preferred share.

NOTE 3 - RELATED PARTY TRANSACTIONS

     William Clapham, the President of the Company, provided the Company with 
the marketing distribution plans (uni-level and matrix network compensation 
program, commission payout structure, operations, and automated monthly 
ordering system), and proprietary formulas for dietary supplements (complex 
liquid essential vitamins, minerals, essential fatty acids, amino acid 
complex, suspension base of vegetable glycerine, purified water and aloe, 
liquid herbal extracts antioxidant formulas, encapsulated antioxidant 
formula), weight management formula, and natural hair care product formula.  
In exchange for the use of the formulas and marketing plans Mr. Clapham 
receives minimum royalties of $20,000 per year with provisions for royalties 
of $6,000 per month when sales volume is greater than $2,000,000 per year and 
$10,000 per month when sales volume is greater than $6,000,000 per year.

NOTE 4 - RENT EXPENSE

     The Company occupies certain sales offices under a noncancellable lease.  
The lease is for thirty-six months expiring August 31, 1999.  The current 
lease requires minimum rental payments of $30,384 per year.  The obligations 
of the lessee under the lease are guaranteed by William Clapham, the President 
of the Company.

NOTE 5 - ADVERTISING AND PROMOTION

     On October 11, 1996 the Company entered into an agreement with Celebrity 
Foods, Inc., also known as Robert Eubanks, to assist in promotion and 
advertising of Company products and the expansion of the Company's independent 
distributor network.  The contract calls for Celebrity Foods, Inc., among 
other things, to produce (1) a maximum of one audio tape for each existing 
Voyager product and any new product introduced by the Company during the three 
years of the contract, (2) Celebrity (Bob Eubanks) will make personal 
appearances at Company functions (not to exceed two per year), (3) Bob Eubanks 
will be available to host Company conference calls not to exceed four per 
year, and (4) Celebrity will do no fewer than four radio and television 
interviews per month.  On October 27, 1996 the Company issued 150,000 
restricted common shares.  The value of the services were recorded at $1 per 
share (the approximate closing price of the common stock on the date the 
agreement was signed).


           VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     JULY 31, 1997, AND 1996
                          (Continued)

NOTE 6 - PRIVATE PLACEMENT OF COMMON STOCK

     On November 11, 1996 the Company completed a Regulation D section 504 
private placement whereby the Company issued 250,000 common shares for 
$245,000 (net of $5,000 expense of sale).  Each share included detachable 
warrants to purchase three common shares at $.01 per share for 24 months 
callable at $.005.

     On April 1, 1997 the Company entered into a five year agreement with Dr. 
Morris Mann to assume the position of director of product development to 
enhance the integrity and quality of the Company's product lines, the 
intellectual property of the Company and the Company image.  On April 11, the 
Company issued 200,000 restricted common shares to Dr. Morris Mann in payment 
for his services.  The value of the services were recorded at $2.125 per share 
(the approximate closing price of the common stock on the date the agreement 
was signed).

NOTE 7 - INCOME TAXES

     The Company is subject to corporate and state income taxes.  Deferred 
taxes are determined based on the estimated future tax effects of differences 
between the financial reporting and tax basis of assets and liabilities given 
the provisions of the enacted tax laws.  The net deferred tax asset at July 
31, 1997 of $96,867 is comprised of the tax benefit of the net operating loss 
carryforward.

The components of the income tax (benefit) provision are as follows:
                         July 31,              
                    1997          1996   
Current
 Federal        $        -     $ 27,500
 State                   -       10,484
Deferred
 Federal          (114,500)           -
 State              (9,513)           -
     Total       $(124,013)    $ 37,984

A reconciliation between the Company's effective tax rate and the statutory 
federal income tax rate on the income (loss) from continuing operations is as 
follows:
                                       1997       1996    
Statutory federal income tax rate     (34.0%)     34.0% 
State income taxes                     (8.0%)      8.0% 
Other                                  26.0%     (11.0%)
Effective income tax rate             (16.0%)     31.0% 



             VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        JULY 31, 1997, AND 1996
                             (Continued)

NOTE 8 - LEGAL PROCEEDINGS

   
     On May 13, 1997, James R. Parker (Plaintiff) filed a Complaint for 
Damages against various individuals and the Voyager Group, Inc. in Superior 
Court of the State of California in and for the County of Sacramento (Case No. 
97AS02458).  The complaint alleges that the Voyager Group, Inc. and its 
directors, officers, agents and shareholders among others, promised to pay the 
Plaintiff approximately 781,250 shares of the Voyager Group.  The complaint 
seeks, among other things, damages from the defendants in the aggregate amount 
of $2,900,000, plus attorney fees and interest.  During November 1997, the 
Company successfully negotiated to settle all claims by issuing 300,000 shares 
of common stock at $0.21 per share to Mr. Parker.  The amount of the 
settlement and any liability or other costs that may be incurred in connection 
with this matter have been provided for in the financial statements.
    

NOTE 9 - SELECTED FINANCIAL DATA (unaudited)

The following tables set forth certain unaudited quarterly financial 
information:

                                       Quarters Ended     
                         July 31,    April 30,      January 31,     October 31,
                          1997         1997            1997            1996     
Income statement data:
 Net sales             $ 954,583     $ 928,829      $1,063,311      $1,020,640 
 Gross profit            666,967       648,973         782,328         673,622 
 Income (loss) from
   operations             41,346      (395,842)        (39,855)       (376,806)
 Other income              3,573         3,831               -               - 

Income (loss) before tax  44,919      (392,011)        (39,855)       (376,806)

  Income tax (provision)
    benefit               (5,375)       62,722           6,377          60,289 

   Net income (loss)   $  39,544     $(329,289)     $  (33,478)      $(316,517)








           VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    JULY 31, 1997, AND 1996
                         (Continued)

NOTE 9 - SELECTED FINANCIAL DATA (unaudited)
(Continued)


                                           Quarters Ended     
                            July 31,    April 30,   January 31,  October 31,
                              1996        1996          1996        1995     
Income statement data:
 Net sales                 $ 486,076    $ 390,517    $ 237,896   $ 100,702 
 Gross profit                312,851      251,376      153,134      64,822 
 Income (loss) from
   operations                163,978      (16,848)     (15,974)     (6,109)
 Other expense                  (987)           -            -           - 

Income (loss) before tax     162,991      (16,848)     (15,974)     (6,109)

  Income tax (provision)
    benefit                 ( 46,184)       4,200        4,000           - 

   Net income (loss)       $ 116,807    $ (12,648)  $  (11,974)   $ (6,109)