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, 1999

[ ]               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

                             The Voyager Group, 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 Abeto, Suite F, Carlsbad, California 92009
               (Address of principal executive offices) (Zip Code)

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


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

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

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

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

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


<PAGE>



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

                                                                 Total pages: 52
                                                          Exhibit Index Page: 50

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

     State issuer's revenues for its most recent fiscal year. $ 1,287,419

     As of September 16, 1999,  there were 13,176,478 (1 vote per share) Common,
236 (10,000 votes per share)  Convertible  Preferred Series AA, and 100 (220,000
votes per share)  Convertible  Preferred Series J, for a total 37,536,478 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  $18,140,704 computed at the average bid and
asked price as of October 15, 1999.

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

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

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date: September 16, 1999 13,176,478

                       DOCUMENTS INCORPORATED BY REFERENCE

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

     None

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


                                       2
<PAGE>


                                TABLE OF CONTENTS


Item Number and Caption                                                    Page

PART I

Item 1. Business............................................................. 4

Item 2. Property............................................................ 25

Item 3. Legal Proceedings................................................... 25

Item 4. Submission of Matters to a Vote of Security Holders................. 26

PART II

Item 5. Market for Common Equity and Related Stockholder Matters............ 27

Item 6. Management's Discussion and Analysis or Plan of Operations.......... 28

Item 7. Financial Statements................................................ 42

Item 8. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure................................................ 42

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act................... 43

Item 10. Executive Compensation............................................. 45

Item 11. Security Ownership of Certain Beneficial Owners and Management..... 47

Item 12. Certain Relationships and Related Transactions..................... 49

Item 13. Exhibits and Reports on form 8-K................................... 50



                                       3
<PAGE>


                                     PART I


Item 1.   Description of Business.

General

     Voyager Group, Ltd., ("Voyager" or the "Company") was first incorporated in
the State of Nevada on June 12, 1990 as EEE-Hunter Associates Inc. July 27, 1995
Company changed domicile to the State of Texas with a plan or reorganization and
revival, merged into a Texas Corporation, EEE-Energy Consultants, Inc.

     July 2, 1996 the  Company  changed  domicile to Nevada and on July 17, 1996
the Company entered into a plan of  reorganization  to acquire  Voyager,  Inc of
Delaware.  July 17, 1996 the Company  changed its name to Voyager  Group  U.S.A.
Brazil ltd and on July 21, 1999 changed the corporate name to Voyager Group Ltd.
Voyager  from  1996 to 1999 was  involved  in the  distribution  and sale of Low
profile nutritional products,  which had limited scientific foundation and would
perhaps not sustain the test of time. During 1999 the Company began a program of
restructuring   existing  products  through  re-formulation  and  beginning  the
development of proprietary  patented  applied for novel lines of products.  This
novel  line of  products  constitutes  major  market  segments  in  anti-ageing,
personal care,  weight  management,  and pain relief.  These products are doctor
developed  and  exemplify the  Company's  mission  statement of  developing  and
distributing  its products based on real science.  The Company  distributes  its
products through a network  marketing  system.  As of July 31, 1999, the Company
had approximately 36,000 distributors in the United States. Net sales for fiscal
1999 were forty five percent less than fiscal 1998 by $1,056,883.  The Companies
decrease  in  sales  was  due  to  a  restructuring  of  executive   management,
independent distributors' compensation plan, repricing products,  formulation of
novel, proprietary,  patented and patent applied for products, and reformulation
of certain existing products. An executive team with over 18 years experience in
the direct marketing  industry replaced vacancies created by resignations of the
former executive officers.

     In June,  1999, a majority of disinterested  shareholders  owning fifty two
percent  of the total  outstanding  stock of the  Company,  in  accordance  with
provisions  of the  Company's  By-Laws;  Article  II,  Section 2 and Article IV,
Sections 2 & 6, and Section  78.315 & 78.320 of Nevada  Corporate  Law unanimous
approved  authorization  and the creation and issuance  of100 shares of Series J
Convertible  Preferred  Stock  in  a  private  placement  and  Investors  Rights
Agreement  in exchange  for cash  proceeds  of $50,000  and loans by  interested
parties in excess of $250,000 on an if, when and as needed basis.  Subsequent to
July 31,  1999  interested  parties  have  loaned in excess of  $100,000  to the
Company. (See Item 13 exhibit # 4.1,4.2, and 4.3.)

     Voyager's  President  Mr.  John  Southerland  stated  he is  "committed  to
continuous product innovation and sound scientific  research." Voyager's primary
product lines shall consist of modular designed nutritional systems, anti-ageing
systems and weight management  products.  Modular designed  nutritional products
accounted  for  approximately  81% of net sales in fiscal  year 1999.  Voyager's


                                       4
<PAGE>


top-selling  products  represented  approximately  fifty five percent  (55%) and
thirty  percent (30%)  respectively,  of net sales in fiscal year 1999.  Voyager
will begin clinical trails on Modular Designed,  anti-aging product late October
1999,  which may  increase  sales by  distributors  and  purchases  by preferred
customers.  Weight  management  product systems center around low glycemic shake
which has recipes for low  glycemic  meal  entrees  with  instructional,  how to
information,  videos and other  products  developed  to provide a  comprehensive
approach to weight management,  proper diet and exercise,  nutrition and healthy
living. The Company believes  bioavailability,  safety and quality  characterize
its products.

     Voyager  entered the E commence  business  July 14,  1999 by  incorporating
Earn@Home.Net a whole owned subsidiary. Earn@Home.Net's web site when officially
opened,  will offer  complete  entrepreneurial  packages for home based business
including  replicating  web sites  with  personalized  web  addresses,  discount
communication  services,  discount  office  supplies  and the like.  The Company
assigned Earn@Home.Net  exclusive rights to present and future distributors list
from July 21, 1999 to July 21, 2050 in exchange  for 100  Convertible  Preferred
Shares Series J, convertible to 1,000,000 common shares of Earn @ Home. Net.

Business of Voyager

     The Company's products are distributed  through a network marketing system.
The Company  believes  that network  marketing is an effective way to distribute
its  products  because  network   marketing  allows   person-to-person   product
education,  which is not  readily  available  through  traditional  distribution
channels.  Network  marketing  appeals  to  a  broad  cross-section  of  people,
particularly  those  seeking to  supplement  family  income,  start a home-based
business or pursue  entrepreneurial  opportunities other than conventional full-
time employment.  The Company considers its rewarding  compensation  program and
weekly distributor incentive payments to be attractive components of its network
marketing  system.  July 31, 1999, the Company has  approximately  four thousand
(4,000) current distributors in the United States. The company defines a current
distributor as a distributor that has purchased product anytime from the company
in the most recent twelve-month  period. North America is the primary market fir
the Company' products. Preferred Customer purchase Voyager products for personal
use, but do not wish to become distributors.

Voyager Distribution  Philosophy

     Voyagers 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

                                       5
<PAGE>

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 12 months,  engage in the production of video and audio cassettes,  for
the  purposes  of  affecting  a more  efficient  and  comprehensive  sales tool.
Management  is committed  to fully  utilizing  current and future  technological
advances that continue to enhance the effectiveness of direct selling.

     The  Company's   network   marketing   program   differs  from  many  other
network-marketing  programs in several  respects.  First, the compensation  plan
allows the  Company  distributors  to  develop a  seamless  network of down line
distributors.  Second, the Company's 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 fifty seven percent (57%) of a product's  price.
Commissions have averaged fifty one percent (51%) of revenue from commissionable
sales over the past 2 years.

Voyager's Compensation Plan

     Management believes that one of the Company's key competitive advantages is
the compensation plan. The compensation plan is seamlessly integrated across all
markets in which company products are sold. This seamless integration means that
the  Company's  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.  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.

     General, distributors can receive commission bonuses if, on a monthly basis
(I) the distributor  achieves a qualifying personal volume, (ii) the distributor

                                       6
<PAGE>

sells  and/or  consumes at least 51% of  personal  sales  volume,  and (iii) the
distributor is not in default of any material policies or procedures.

Voyager's 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,  fax services,
and Internet.  Online Internet access including  distributor  sign-up,  shipment
tracking,   ordering,   and  group  and  personal  sales  volume  inquiries  are
anticipated to be provided to distributors in the future.

     Voyager 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  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.

Voyager's Distributor Payments

     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.

Voyager Growth Strategy

     During  the year 2000,  Voyager  will  introduce  novel,  patented,  patent
pending and proprietary  products.  Management  believes the novel products will

                                       7
<PAGE>

attract  participation  from additional  distributors  around the United States.
Voyager's  President & C.E.O.,  Mr.  John  Southerland  Stated " Voyager  growth
strategy  is to  introduce  novel  proprietary,  patented,  and  patent  applied
products  which will attract and retain  distributors  and  preferred  customers
though "Modular Designs" formulated by Voyager's Scientific and Medical Advisory
Board, which should increase total product sales.

Industry Overview

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

     According to Packaged Facts, an independent  consumer market research firm,
the retail market for  nutritional  supplements  experienced  a compound  annual
growth  rate in the United  States of  approximately  15% from 1992 to 1998 with
sales totaling an estimated $9.3 billion in 1998.

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

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

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

     *    Product and scientific research,

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

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

                                       8
<PAGE>

selling industry since 1976 are food, nutrition and wellness products.

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

Operating Strengths and Growth Strategy

     Voyagers objective is to be a leading developer,  and distributor of novel,
proprietary,  patented, patent applied for scientific-based nutritional products
with state of the art of technology in communication, distribution, shipping and
the like.

     Voyager's  strong Medical  Advisory  Board has been charting  Voyager a new
course.  The Company's  research and development effort is directed by Dr. Hower
and the members of the  Scientific  Medical  Advisory  Board which has access to
teams of scientists and  researchers  holding  various  degrees.  The Scientific
Medical Advisory Board:

     *    Investigate in vitro activity of new natural extracts,

     *    Identify and research combinations of nutrients that may be candidates
          for new products,

     *    Study  the  metabolic   activity  of  existing  and  newly  identified
          nutritional supplements, and

     *    Enhance existing products as new discoveries in nutrition are made.

The  Scientific  Medical  Advisory  Board  performs  retrospective  analyses  of
anecdotal  information  provided by  distributors,  consumers  of its  products.
During  the  Year  2000,   the  Company  will  sponsor   several  double  blind,
placebo-controlled clinical studies intended to further investigate the efficacy
of its products.

     *    The Company is able to control the  quality of raw  materials  and the
          purity and potency of its finished products by contracting with F.D.A.
          certified manufactures

     *    The Company can monitor the  manufacturing  process to reduce the risk
          of product contamination, by contracting F.D.A. approved manufactures,

     *    The Company can ensure accurate  product  labeling by testing products
          at several stages in the manufacturing process, and

     *    The Company  believes it can better  insure the safety and control the
          underlying costs associated with manufacturing nutritional supplements
          by contracting with F.D.A. approved manufactures .

                                       9
<PAGE>

Voyager's Scientific Medical Advisory Board

     The Scientific  medical  Advisory board herein listed below is committed to
formulating  the best  scientifically  validated  health and nutrition  products
available.  The newly elected  president and CEO Mr. John  Southeralnd  consider
Voyagers  Medical  Board  critical  to the  success  of the  company's,  product
research,  clinical studies and the like.  Voyager's Scientific Medical Advisory
Board members through  conference call,  audio-visual  tapes and Voyager special
events in and  around  the United  States  will  provide  diverse  yet  complete
intellectual  resources  to  Voyager's  distributors.   The  Scientific  Medical
Advisory Board members are:

     Dr. William Regelson M.D.

     Chairman of  Voyager's  Scientific  Medical  Advisory  Board;  Professor of
     Internal  Medicine,   Hematology  and  Oncology  at  Virginia  Commonwealth
     University  School of  Medicine,  and  Author  of two  books,  "The  Milton
     Miracle"  and the  "Superhormone  Promise".  Dr.  Regelson  will  share his
     insight and knowledge on the importance of hormones and hormonal balance in
     the human bodies.

     Dr. John Hower, M.D., Ph.D.

     Board Certified  Practice  vascular surgeon.  Dr. Hower maintains  clinical
     faculty  positions in the Departments of Surgery at Emory University School
     of Medical  in Atlanta  and Tulane  University  School of  Medicine  in New
     Orleans. Additionally, Dr. Hower holds a Ph.D degree in physical chemistry.
     Dr. Hower's,  research into  anti-oxidants and their potential to deter and
     prevent  free radical  damage is well  documented.  In addition,  Dr. Hower
     coordinates development of product information,  product research, clinical
     studies,  formulation  development and dissemination of product information
     to Voyager's Board of Director s of which he is a member.

     Dr. Richard Fanson, PhD

     Was professor of Biochemistry at Virginia Commonwealth University School of
     Medicine  for over seven  years.  Dr.  Fanson,  is the company  liaison for
     technology  transfer between the University and the industrial  sector. Dr.
     Fanson is an expert  in  researching  potential  production  processes  and
     facilitating  the  manufacture of the final  products,  through  technology
     transfer, which is vital to the Company.

     Dr. Allan Goldstein, PhD.

     Professor  and Chairman of the  department  of  Biochemistry  and Molecular
     Biology at George Washington  University School of Medicine.  Dr. Goldstein
     is a expert on the workings of the human immune system and how immunity and
     ageing interplay in our bodies.  Dr. Goldstein  developed  medications that

                                       10
<PAGE>

     have cured immune  diseases.  With over four hundred medical and scientific
     publications  to his  credit  Dr.  Goldstein  will  be able  to  share  his
     understanding and knowledge of immunity and aging.

     Dr. Lonnie Honeycutt, PhD.

     Dr,  Honeycutt was appointed to the Board on September 28, 1999. He holds a
     Doctor of Philosophy in Orthomolecular  Nutrition. Dr. Honeycutt has worked
     with labs protocol and the FDA and is an expert in FDA  regulations and the
     applications required of newly formulated products.

     Dr. James E. Fulton, Jr., M.D. PhD

     Voyager's  newest  member of the  Scientific  and Medical  Advisory  Board.
     Attended Tulane University Medical School receiving an M.D., in addition to
     receiving a PhD in Biochemistry  form the University of Miami and a Diploma
     from both the American  Academy of Cosmetic Surgery and American Academy of
     Dermatology.  Dr. Fulton is Board certified in both specialties. Dr. Fulton
     is the  founder  the Acne  research  Institute,  founded  in 1974 to foster
     research and increase awareness about complexion problems.

     Dr. Fulton was the  Co-Developer  of RETIN A and has  eliminated the use of
     systemic  antibiotics  for the treatment of Acne. Dr.  Faulton  authored an
     internationally know book: "Step-by- Step Program For Clearing Acne."

     In the area of corrective surgery,  Dr. Fulton has developed Chemical Peels
     and Laser  Abrasion for the  improvement of facial scars and published over
     50 medical articles in the new fat transfer techniques which he pioneered.

     Dr. Fulton's medical knowledge and experience are vital to the Company.

Distributor Compensation Plan and Benefits.

     The Company is  committed to  providing a highly  competitive  compensation
plan to attract and retain  distributors,  who constitute the sales force of the
Company.  The Company believes its distributor  compensation  plan is one of the
most  financially   rewarding  in  the  direct  selling  industry.   Distributor
incentives were fifty seven percent (57%) of net sales in 1999.

     The Company pays  distributor  incentives  on a weekly basis and offers its
distributors several benefits,  including  telecommunications  and is developing
distributor  participation  in a plan to purchase  Company  common stock through
commission  check  deductions.  The  Company  also  provides  extensive  support
services to its  distributors  by telephone,  fax and the Internet.  The Company
sponsors events throughout the year, which offer information about the Company's
products and network  marketing  system.  These  meetings are designed to assist
distributors in business development and to provide a forum for interaction with
successful distributors and the Company's Scientific Medical Advisory Board.

                                       11
<PAGE>

     Experienced  Management and Scientific Medical Advisory Board team includes
individuals  with expertise in various  scientific  and managerial  disciplines,
including nutrition, product research and development,  marketing, direct sales,
information  technology,  finance,  operations  and  manufacturing.  The current
executive  management  team has been in place for about nine months and has been
responsible  for  strengthening  the  Company's  internal  controls,   financial
condition and infrastructure to support growth and international expansion.

Growth Strategy

     The Company intends to increase net sales and profits by  implementing  the
following growth strategy:

     Introduce New Products.

     The Company utilizes its research and development capabilities to introduce
novel,   proprietary,   patented,   and  patent  applied  for  products  and  to
continuously  enhance  existing  products.  During the year 2000,  Voyager  will
introduce several new products,  including two nutritional supplements,  a total
anti-ageing system and weight management systems. The Company plans to introduce
new and  novel  products  annually,  usually  at  Company-sponsored  distributor
events.  Voyager's  year 2000  strategy  in the United  States will begin with a
video  conference,  which  will  be  attended  by  distributors  and  guests  at
approximately  100  locations.  The Company will  introduce new products for its
United States  market  including:  anti-ageing,  weight  management  and modular
designed  nutritional  products,  which will replace several bottles of vitamins
and the like.

     Attract and Retain Distributors and Preferred Customers.

     Since its  inception,  the Company has had a very slow growth in the number
of distributors and the number of Preferred Customers.  As of July 31, 1999, the
Company  had  approximately  4,000  current  distributors  and  1,000  Preferred
Customers  compared  to  approximately  9,000  current  distributors  and  2,000
Preferred Customers two year ago. The Company believes it can attract and retain
distributors by offering high-quality  products,  comprehensive  distributor and
customer support services, and a rewarding compensation plan.

Markets.

     The Company believes that,  significant growth  opportunities  exist in the
United States markets.  The Company's  decision to enter new markets is based on
its  assessment of several  factors,  (a)  anticipated  demand for the Company's
novel patented  products,  and (b) increased  receptivity to direct sales in the
United  States  for  products  with  real  science.  The  Company  has begun the
application  process for patents and to register  certain of its  products  with
regulatory  and  government  agencies in order to position it for future  market
expansion.

     The Company seeks to seamlessly integrate its distributor compensation plan
in markets where the Company's  products are sold in order to allow distributors

                                       12
<PAGE>

to receive  commissions through its ability to process distributor and preferred
customer  product orders for next day commission on products sales.  The Company
intends to accomplish  this  integration  through a credit card  processing down
line structure.  This credit card processing  system will allow  distributors to
receive  commissions  on product  orders the next day, and will  simplify  order
entry. The Company anticipates that this new credit card system will attract new
distributors and customers.

Products

     Product names used in this report are, in certain cases, trademarks and are
also the  proprietary,  patented and patent applied for property of the Company,
including:  Tiger Power(TM),  Vital 90 Platinum(TM),  Vital  Minerals(TM),  Real
D.H.E.A.(R), Colloidal Cat's Claw(TM), Liquid-PYC(TM), P.Y.C. Plus(R), Colloidal
Silver(TM),  Super Soy(TM),  Vital Essence(R),  Optimal  Enzymes(TM),  and Vital
Biotic(TM).   The  Company's  primary  product  lines  consist  of  nutritional,
anti-ageing,  weight  management and pain relief  products.  In each of the last
three fiscal years, the nutritional  product line constituted 80% or more of the
Company's net sales. The Company's principal product lines are briefly described
below:

Primary Products

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

Voyager's Product Research and Development

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

                                       13
<PAGE>

and  reformulation of existing products of the Company.  The Scientific  Medical
Advisory  Board and the Company  maintains a research  and  development  program
based upon established scientific research  methodologies.  Clinical evaluations
are  designed by the  Medical  Board and  sponsored  by the  Company.  Anecdotal
information from customers is reviewed and retrospective  analyses are performed
on this data.  Contract  clinical  studies are  conducted  on selected  existing
products for which the retrospective analysis has demonstrated a positive effect
and on new products to  investigate  efficacy.  The Company  will sponsor  three
double blind, placebo-controlled clinical studies in the very near term.

Product Manufacturing and Quality Assurance

     The  Company's  products  are  currently  manufactured  by F.D.A  certified
manufactures  unaffiliated  with the Company.  Additionally the company requests
information so listed below in the following  steps and additional  confidential
information is requested from the F.D.A.

     *    Identifying and evaluating suppliers of raw materials,

     *    Acquiring premium-quality raw materials,

     *    Weighing or otherwise measuring the raw materials,

     *    Mixing raw materials into batches,

     *    Forming the mixtures into tablets,

     *    Coating and sorting the tablets, and

     *    Bottling and labeling the finished products.

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

     The Company currently  acquires products or ingredients from suppliers that
are considered by the Company to be the superior  suppliers of such ingredients.
The Company believes that, in the event it is unable to purchase any products or
ingredients from its current suppliers, the Company could produce such products,
replace such products,  or substitute  ingredients  without great  difficulty or

                                       14
<PAGE>

prohibitive  increases  in the  cost of goods  sold.  However,  there  can be no
assurance  that the loss of such a supplier  would not have a  material  adverse
effect on the Company's business and results of operations.

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

Product Testing Year 2000

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

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

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

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

Distribution and Marketing

     Voyager  distributes  its products  primarily  through a network  marketing
system. The Company sells directly to its Preferred Customers. Network marketing
is a form of  person-to-person  direct  selling  through a network of vertically
organized  distributors  who  purchase  products  at  wholesale  prices from the
manufacturer  and then make retail sales to consumers.  The emergence of readily
available means of mass  communication such as personal  computers,  facsimiles,
low-cost  long  distance  telephone  services,  satellite  conferencing  and the
internet  have  contributed  to the rapid  growth of direct  selling,  including

                                       15
<PAGE>

network  marketing.  Network  marketing  is  gaining in  popularity  as a viable
alternative  to  traditional  retail and mail order  marketing.  The  concept of
network  marketing  is based on the  strength of personal  recommendations  that
frequently come from friends, neighbors, relatives and close acquaintances.  The
Company  believes that network  marketing is an effective way to distribute  its
products because it allows person-to-person  product education,  which is not as
readily available through traditional distribution channels.

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

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

The Distributor Compensation Plan

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

     *    Purchasing products at special distributor prices from the Company and
          selling them to consumers at higher retail prices,

     *    Generating sales volume points in their down lines, and



                                       16
<PAGE>

     *    Participating in a leadership bonus pool paid to distributors who meet
          certain performance requirements.

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

     During the year 2000 the  Company  will begin a process  of  reviewing  and
established   several   distributor  benefit  programs  designed  to  strengthen
distributor loyalty.  Among these programs may be (a) the Company's  Distributor
Stock Purchase Plan (DSPP), a telecommunications  program and an affinity credit
card plan. The DSPP will allow distributors to make open-market purchases of the
Company's  common  stock  through  commission  check  deductions.  An  Executive
Committee (to be elected) of the Company's  Board of Directors  will  administer
the DSPP and purchases  will be made through a registered  broker-dealer.  Under
the  telecommunications  program,  the Company  will view  contacts  with a long
distance carrier to provide Internet access, long distance, calling card service
and residential  toll-free  service to distributors  at competitive  rates.  The
Company is reviewing and may offer its  distributors  a co-branded  credit card,
issued by a large credit card processor,  with competitive  terms.  Distributors
who are  enrolled in the credit card and  telecommunications  programs  may also
earn  commissions  on purchases and calls made by members of their down line who
participate  in the programs under review.  The Company is currently  evaluating
the introduction of these benefit programs only in the United States.

Preferred Customer program

     Designed for consumers  who desire to purchase the  Company's  products for
their personal use, while choosing not to become independent distributors of the
products.  The Company  believes  this program  gives it access to a market that
would otherwise be missed by targeting customers who enjoy Voyager products, but
prefer a mail order type relationship with the Company.  Preferred Customers may
not engage in retail sales of products  purchased through the program,  although
they may enroll as distributors at any time if they desire.  Preferred Customers
are not eligible to earn commissions unless they become distributors.

Product Return Policy

     The Company's  product return policy allows retail  customers to return the
unused portion of any product to the distributor and receive a full cash refund.
Any distributor who provides a refund to a customer is reimbursed by the Company
with product or credit in his or her account upon providing proper documentation
and the  remainder  of the  returned  product.  Return of unused  and  resalable
products  initiated by a distributor will be refunded 100% of the purchase price
to the  distributor,  less a 10% restocking fee for up to one year from the date
of purchase. Product that was damaged during shipment to the distributor is also
100% refundable. Product returns valued at $100 or more, other than product that
was damaged at the time of receipt by the distributor, may result in termination


                                       17
<PAGE>

of the  distributorship.  Returns  as a  percentage  of net sales were less than
 .05%in 1999.

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

Policies and Procedures Manual- Distributor misbehavior.

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

Information Technology

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

Regulatory Matters

     Product Regulation.

     Manufacturing,  packaging, labeling, advertising,  promotion, distribution,
and sale of the  Company's  products  are  subject  to  regulation  by  numerous
governmental  agencies  in the  United  States.  In the United  States,  the FDA
regulates the Company's  products  under the Food,  Drug, and Cosmetic Act ("FDC
Act") and regulations  promulgated  hereunder.  The Company's  products are also


                                       18
<PAGE>

subject to regulation by, among others,  the Consumer Product Safety Commission,
the US  Department  of  Agriculture,  and the  Environmental  Protection  Agency
("EPA").  Advertising of the Company's  products is subject to regulation by the
Federal Trade  Commission  ("FTC") under the Federal Trade  Commission Act ("FTC
Act").

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

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

     *    Claim a benefit related to a classical nutrient deficiency disease and
          discloses the prevalence of such disease in the United States,

     *    Describe  the role of a nutrient  or dietary  ingredient  intended  to
          affect the structure or function in humans,

     *    Characterize  the documented  mechanism by which a dietary  ingredient
          acts to maintain such structure or function, or

     *    Describe  general well being from consumption of a nutrient or dietary
          ingredient.

     In order to make a  nutritional  support  claim the  marketer  must possess


                                       19
<PAGE>

substantiation to demonstrate that the claim is not false or misleading.  If the
dietary  ingredient  does  not  provide  traditional  nutritional  value,  or  a
structure/function claim does not derive from an ingredient's nutritional value,
prominent  disclosure  of the lack of FDA review of the relevant  statement  and
notification to the FDA of use of the claim is required. The FDA recently issued
a  proposed  rule on what  constitutes  permitted  structure/function  claims as
distinguished from prohibited disease claims.  Although the Company believes its
product  claims  comply  with the law,  depending  on the  content  of the final
regulation, the Company may need to revise its labeling.

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

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

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


                                       20
<PAGE>

include the Company's product..

     The Company's  future products will be designed and marketed not to require
premarket  approval or clearance by the FDA. The Medical  Device  Amendments  of
1976 to the FDC Act  established  three  regulatory  classes for medical devices
depending on the degree of control  necessary to provide a reasonable  assurance
of safety and effectiveness.  Generally,  Class I devices present the least risk
to health and Class III devices present the greatest risk to health and the most
complex or novel technologies.  Some Class I and most Class II devices currently
require pre-market  notification and clearance by the FDA before marketing under
section 510(k) of the FDC Act.  Devices for which the FDA has not  promulgated a
classification  regulation also require  premarket  notification  and clearance.
Class III devices require  premarket  approval before  commercial  distribution,
because  the FDA either has  promulgated  a  regulation  requiring  a  premarket
application for a pre-amendments type of device, or a post-amendments device was
not found substantially equivalent to a legally marketed device.

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

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

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

     The  Company  cannot  predict the nature of any future  laws,  regulations,
interpretations,  or applications,  nor can it determine what effect  additional
governmental  regulations or  administrative  orders,  when and if  promulgated,
would  have  on its  business  in  the  future.  They  could  include,  however,
requirements  for the  reformulation  of certain products to meet new standards,


                                       21
<PAGE>

the recall or  discontinuation  of certain products that cannot be reformulated,
additional record keeping,  expanded  documentation of the properties of certain
products,   expanded  or   different   labeling,   and   additional   scientific
substantiation.  Any or all such  requirements  could  have a  material  adverse
effect on the Company's business, financial condition and results of operations.

     Regulations-Network Marketing.

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

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

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

     The  Company  cannot  predict  the  nature of any future  law,  regulation,
interpretation  or  application,  nor  can it  predict  what  effect  additional


                                       22
<PAGE>

governmental  legislation or regulations,  judicial decisions, or administrative
orders, when and if promulgated, would have on its business in the future. It is
possible that such future  developments  may require  revisions to the Company's
network marketing program. Any or all of such requirements could have a material
adverse  effect on the Company's  business,  results of operations and financial
condition.

Competition

     The  business of  developing  and  distributing  nutritional,  anti-ageing,
weight management, and pain relief products such as those offered by the Company
is  highly  competitive.  Numerous  manufacturers,  distributors  and  retailers
compete for consumers and, in the case of other network marketing companies, for
distributors.   The  Company   competes   directly  with  other   entities  that
manufacture,  market and distribute  products in each of its product lines.  The
Company  competes with these  entities by emphasizing  the  underlying  science,
value and high quality of its products as well as the  convenience and financial
benefits  afforded  by  its  network  marketing  system.  However,  many  of the
Company's competitors are substantially larger than the Company and have greater
financial  resources and broader name  recognition.  The  Company's  markets are
highly  sensitive to the introduction of new products that may rapidly capture a
significant share of such markets.

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

     *    Large selections of essentially similar products that are difficult to
          differentiate,

     *    Retail consumer emphasis on value pricing,

     *    Constantly   changing   formulations  based  on  evolving   scientific
          research,

     *    Low entry barriers  resulting  from low brand  loyalty,  rapid change,
          widely available manufacturing,  low regulatory requirements and ready
          access to large distribution channels, and

     *    A lack of uniform  standards  regarding  product  ingredient  sources,
          potency, purity, absorption rate and form.

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

     The Company is also subject to significant  competition  from other network


                                       23
<PAGE>

marketing  organizations  for the  time,  attention  and  commitment  of new and
current  distributors.  The Company's ability to remain competitive  depends, in
significant   part,  on  the  Company's  success  in  recruiting  and  retaining
distributors.  The  Company  believes  that it  offers a  rewarding  distributor
compensation plan and attractive distributor benefits and services.

     Payments of distributor incentives can be made weekly,  reducing the time a
distributor  must wait  between  purchase  and sale of  products  and payment of
commissions.  There  can  be  no  assurance  that  the  Company's  programs  for
recruiting and retaining  distributors will be successful.  The Company competes
for the time, attention and commitment of its independent distributor force. The
pool of individuals interested in the business opportunities presented by direct
selling  tends to be limited in each  market and is reduced to the extent  other
network marketing  companies  successfully  recruit these individuals into their
businesses.  Although  management  believes  the  Company  offers an  attractive
opportunity  for  distributors,  there can be no  assurance  that other  network
marketing  companies  will  not  be  able  to  recruit  the  Company's  existing
distributors or deplete the pool of potential distributors in a given market.

     The Company  believes  that the leading  network  marketing  company in the
world,  based on total sales, is Amway Corporation and its affiliates,  and that
Avon Products,  Inc. is the leading direct seller of beauty and related products
worldwide.  Leading  competitors  in the  nutritional  products and  nutritional
direct selling markets include Herbalife International,  Inc., Nature's Sunshine
Products,  Inc.,  Rexall  Sundown,  Inc. and its direct selling  division Rexall
Showcase International,  Inc., Twin lab Corporation,  Shaklee Corporation and Nu
Skin  International,  Inc. The Company believes there are other manufacturers of
competing  product  lines that may or will launch  direct  selling  enterprises,
which will  compete  with the  Company in certain of its  product  lines and for
distributors.  There  can be no  assurance  that  the  Company  will  be able to
successfully meet the challenges posed by such increased competition.

Intellectual Property

     Trademarks.

     The  Company  uses  registered  trademarks  in its  business,  particularly
relating to its corporate  and product  names.  The Company owns six  trademarks
registered with the United States Patent and Trademark  Office.  The Company has
also  filed  applications  to  register  eight  additional  trademarks.  Federal
registration of a trademark  enables the registered owner of the mark to bar the
unauthorized  use of the registered mark in connection with a similar product in
the same  channels  of trade by any third party  anywhere in the United  States,
regardless  of whether the  registered  owner has ever used the trademark in the
area where the unauthorized use occurs.  The Company also has filed applications
and owns trademark registrations, and intends to register additional trademarks,
in foreign countries where the Company's products are or may be sold. Protection
afforded registered  trademarks in some jurisdictions may not be as extensive as
the  protection  available in the United  States.  The Company  under common law
claims certain product names, unregistered trademarks and service marks.

                                       24
<PAGE>

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

     Trade Secrets.

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

     Patents.

     In 1998 the Board of Directors  approved the issuance of one million shares
of  restricted  common  stock to Dr.  Morris Mann M.D.  for full  assignment  of
product  patents of Body-Lite  (Low  Glycemic)  shake,  Tiger Power  (liquid and
capsule)  and  in  all  patents  formulated  by  Dr.  Morris  Mann  jointly  for
distribution by the Company.  Currently,  Dr. Mann is seeking patent  protection
for the anti-ageing formula.

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

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

Product Backlog

     The Company  typically  ships products within 72 hours after the receipt of
the order. As of July 31, 1999, there was no backlog.

Product Inventory Practices

                                       25
<PAGE>

     The Company maintains significant amounts of inventory in stock in order to
provide a high level of service to its  independent  distributors  and Preferred
Customers.  Inventories  are  required to serve the needs of  Voyager's  role as
distributor.

Environment

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

Employees

     As of July 31, 1999, the Company had approximately  seven (7) employees (as
measured by full time  equivalency) The Company  believes its relationship  with
its employees is good.

Item 2.  Description of Property

     The Company's headquarters are located in Carlsbad, California. The Company
at this time has no properties. The company occupies certain sales offices under
a noncancellable lease. This lease is for office space and expires September 20,
2000. It is expected  that in the normal course of business,  leases that expire
will be renewed or replaced  by leases on other  properties.  The current  lease
requires rental payments of $11,524.00 per year.

Item 3.  Legal Proceedings.

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

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

     No matters were submitted to a vote of shareholders.


                                       26
<PAGE>

                                     PART II

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

     The Company's common stock trades  over-the-counter  on the NASDAQ Bulletin
Board with the trading symbol "VYGP". The following high and low sale prices for
the  Company's  common  stock as reported on the Nasdaq  Bulletin  Board for the
period indicated:

                              1998               High              Low

         First Quarter     (10/31/97)           $2.250            $1.375
         Second Quarter    (01/31/98)           $1.625            $0.563
         Third Quarter     (04/30/98)           $2.625            $0.438
         Fourth Quarter    (07/31/98)           $4.250            $0.938

                              1999

         First Quarter     (10/31/98)           $1.063            $0.313
         Second Quarter    (01/31/99)           $0.813            $0.250
         Third Quarter     (04/30/99)           $0.750            $0.250
         Fourth Quarter    (07/31/99)           $1.125            $0.500


Shareholders

     The number of  shareholders  of record of the Company's  common stock as of
July 31, 1999 was approximately 210.

Dividends

     The Company has never  declared or paid cash dividends on its common stock.
The Company  currently intends to retain future earnings to fund the development
and growth of its business and does not anticipate  paying any cash dividends in
the foreseeable future. Future cash dividends, if any, will be determined by the
Board  of  Directors  and  will be based  on the  Company's  earnings,  capital,
financial condition and other factors deemed relevant by the Board of Directors.

Recent Sales of Unregistered Securities.

     The  Company  established  a  Convertible  Preferred  Stock  Series  J 1999
consisting of one hundred shares (100) (convertible to 22,000,000 shares common)
par value $.001.  The convertible  preferred stock series J was purchased by two
"accredited  investors"  as  defined  in  Regulation  D, Rule 501 of the  United
Securities and Exchange Act of 1933.

                                       27
<PAGE>

     The Company  during the past quarter sold 749,200 shares of Common Stock to
consultants,  advisors  distributors  and officers  for cash and/or  services at
approximate market value.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations

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

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

     Net sales for  fiscal  1999 were less than  fiscal  1998 by  $1,056,883  or
45.1%.

     The  Company's   four  primary   product  lines  consist  of   nutritional,
anti-ageing,  pain relief and weight management  products.  Nutritional products
accounted for approximately 81% of the Company's net sales in 1999.

     The  Company's  top  selling   products,   account  for  approximately  42%
respectively,  of net sales in 1999. No other  products  accounted for more than
10% of net sales during the year. In addition to its primary product lines,  the
Company  also  sells  distributor  kits and  sales  aids,  which  accounted  for
approximately 4% of the Company's net sales in 1999.

     Net sales of the  Company  are  primarily  dependent  upon the efforts of a
network of independent  distributors who purchase  products and sales materials.
The Company also offers a Preferred Customer program  specifically  designed for
customers who desire to purchase  Voyager's  products for personal  consumption,
while choosing not to become independent distributors.  As of July 31, 1999, the
Company had  approximately  1,000 Preferred  Customers.  The Company  recognizes
revenue when products are shipped and title passes to  independent  distributors
and Preferred Customers. In 1999, sales in the United States represented 100% of
net sales of the Company.

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

     Distributor  incentives  are the  Company's  most  significant  expense and
represented  57  %  of  net  sales  in  1999.   Distributor  incentives  include
commissions  and leadership  bonuses,  and are paid weekly based on sales volume
points.  Each product sold by the Company is assigned a sales volume point value
independent of the product's price. Distributors earn commissions based on sales


                                       28
<PAGE>

volume points generated in their down line.  Generally,  distributor kits, sales
aids and logo merchandise,  such as items of clothing and luggage, have no sales
volume point value and therefore the Company pays no  commissions on the sale of
these items.

     The fourth  quarter of 1999,  the Company  introduced a reprising  strategy
with  certain  products  lines  that  created  a  spread  between  the  price  a
distributor  pays for the product and the sales  volume  point value  associated
with the product. This new price strategy will have the effect of increasing net
profits during the fiscal year 2000.

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

     The  President,  Chief  Executive  Officer  and  Chairman  of the  Board of
Directors of the Company,  Mr. John Southerland  does not receive a salary,  and
the Company does not anticipate that Mr.  Southerland will take a salary for the
foreseeable future.  However, if Mr. Southeralnd were to take a salary, selling,
general  and   administrative   expenses  would   increase.   Depreciation   and
amortization  expense has increased as a result of  substantial  investments  in
computer and systems  communications  equipment and systems to support  domestic
expansion.  The Company  anticipates that additional capital investments will be
required  in future  periods  to  promote  and  support  growth in sales and the
increasing  size of the distributor  and Preferred  Customer base.  Research and
development

     Expenses if incurred  include costs in developing new products,  supporting
and enhancing  existing products and reformulating  products for introduction in
domestic markets.  The Company would if incurred  capitalize product development
costs after market feasibility is established. These costs are amortized as cost
of sales over an average of 12  months,  beginning  with the month the  products
become available for sale.

Results of Operations

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

                                                           1999          1998
                                                         --------      --------

Sales, Net .....................................           100.0%        100.0%
Cost of Sales ..................................            39.4          30.3
                                                         --------      --------
Gross Margin ...................................            60.6          69.7
Operating Expenses .............................          (155.6)        (90.9)
                                                         --------      --------
Operating Income (Loss) ........................           (95.0)        (21.2)
Interest Income, Net ...........................            (1.2)          0.3
                                                         --------      --------
Income (Loss) Before Income Taxes ..............           (96.2)        (20.9)

                                       29
<PAGE>

Net Sales.

     Net sales for  Fiscal  1999 were less than  Fiscal  1998 by  $1,056,883  or
45.1%. The Companies decrease in sales was due to a restructuring of independent
distributors  compensation  plan,  Reprising  products,  formulation  of  novel,
proprietary,  patented and patent  applied for products,  and  reformulation  of
certain existing products.  Company management also during this period, added an
executive team with over 18 years  experience in the direct  marketing  industry
replacing  vacancies  created  by  resignations  of former  executive  officers.
Management  believes new product  introductions in year 2000 will contributed to
sales growth. Cost of Sales

     Cost of sales for Fiscal  1999  decreased  $203,775  or 28.6%  compared  to
Fiscal 1998. As a percentage  of sales,  cost of sales  increased  from 30.3% to
39.4%.

     The increase in cost of sales as a percentage of net sales is  attributable
to  the  total  reorganization  of  executive  management  team.  Newly  elected
executives   have  completely   overhauling   the  Company's  human   resources,
technological  communications,   product  order  processing  of  customers,  and
increase in volume based efficiencies in production and procurement  activities.
The  introduction  of new  products  during  the year  2000,  in the  opinion of
management,  will promote long-term growth,  with a high distributor  enrolment.
Operating Expenses

     Operating  expenses during Fiscal 1999 decreased  $127,609 or 6.0% compared
to Fiscal 1998 from $2,130,156 to $2,002,547.

Liquidity and Capital Resources

     The President,  C.E.O. and shareholders  have committed to funding required
working capital necessary for the Company.  Funding  subsequent to July 31, 1999
was for infrastructure such as communication and computer systems.  There are no
formal  contractual  commitments  between  the  Company  and these  parties  for
capital, lines of credit or similar short-term borrowings.

     It is  anticipated  that the year  2000  should  expand  current  sales and
increased  distributors  membership through the introduction of new products and
distributor   services  which  should  exceed  the  Company's   working  capital
requirements for the next fiscal year.

     The increase in liquidity  during the year was primarily from cash provided
by financing activities. The Company generates and uses cash flows through three
activities:   operating,   investing,  and  financing.  During  1999,  operating
activities  used cash of $118,000  as compared to net cash used of $446,000  for
1998.

     Cash flows used in investing activities is primarily due to the acquisition
of $1,000 of computer equipment and office furniture for 1998 compared to $0 for
1999.

                                       30
<PAGE>

     Financing  activities  provided  $134,000 for 1999  compared to $28,000 for
1998. The increase in cash flow from financing activities was primarily from the
sale  of  restricted  common  and  preferred  stock  to  consultants,  advisors,
distributors,  officers, and employees. Subsequent to July 31, 1999, an officers
and a shareholder of the Company loaned an additional $107,000 to the Company in
the form of promissory notes.

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

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

Regulation

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

Outlook -Forward Looking Statements

     Management of Voyager  believes net sales will grow at a double-digit  rate
in the  Year  2000.  With the  release  of new  products  and a  completely  new
infrastructure,  the Company will be able to increase sales and distributor base
over many years.  Increases in net sales will be driven by  continued  growth in
existing United States markets.

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

     The  Company's new  products,  when  released in the year 2000,  management
believes  Double-digit  sales  growth in 2000 will not  dependent  upon a strong
nutritional  industry.  If the Company's new products fail consumer demand,  the
Company would experience downward pressure on its net sales.

     Management  believes  that cost of sales as a percentage  of net sales will
Increase in year 2000 when  compared to 1999 levels.  Management  believes  that


                                       31
<PAGE>

increases  in  production  efficiencies  will  offset  the  negative  impact  of
increased  taxes by using exiting NOL. These increase will results from a higher
initial demand in new markets for distributor  kits,  which have a significantly
lower gross profit margin than other  products sold by the Company.  The Company
may experience capacity  constraints in its production  operations if sales grow
at a greater  rate than in prior  years,  which  would  result in higher cost of
sales.

     Management believes  distributor  incentives,  as a percentage of net sales
will be  approximately  51% in 2000. The Company closely  monitors the amount of
distributor  incentives  paid as a percentage  of net sales and may from time to
time adjust its distributor  compensation plan to prevent distributor incentives
from having a  significant  adverse  affect on  earnings,  while  continuing  to
maintain an appropriate  incentive for its  distributors.  The Company continues
pricing its products to achieve a desired  contribution  margin (sales less cost
of sales less distributor incentives) and will make necessary changes to operate
in this range.

     Management believes that selling,  general and administrative  expenditures
will increase modestly as a percentage of net sales during 2000 when compared to
1999 levels. This increase can be attributed to several factors:

     *    Increased   depreciation  and   amortization   levels  resulting  from
          strategic investments in computers and  telecommunications  equipment,
          and additional

     *    Increased costs associated with building an  infrastructure to achieve
          the Company's strategic objectives.

Certain Risks Affecting the Company

     The Company relies on non-employee,  independent  distributors to purchase,
market and sell its products.

The Company distributes its products through distributors.

     These  distributors  are  independent  contractors  who  purchase  products
directly  from  the  Company  for  their  own  use or for  resale.  Distributors
typically  work at the  distribution  of the  Company's  products on a part-time
basis, may, and likely will engage in other business  activities,  some of which
may compete with the Company. The Company has a large number of distributors and
a relatively  small  corporate  staff to implement  its  marketing  programs and
provide  motivational  support to its  distributors.  The Company  undertakes no
effort to provide  individual  training to its  distributors.  Distributors  may
voluntarily  terminate their  agreements with the Company at any time.  There is
typically  significant  turnover in distributors  from year to year.  Because of
this high turnover,  the Company must continually recruit new distributors.  The
Company's  net  sales  are  directly   dependent   upon  the  efforts  of  these
non-employee,  independent  distributors  and future growth in sales volume will
depend in large part upon the Company's  success in increasing the number of new
distributors and improving productivity of its distributors.  Consequently,  the
loss of a key distributor or group of distributors, large turnovers or decreases


                                       32
<PAGE>

in the size of the  distributor  force,  seasonal or other decreases in purchase
volume,  sales  volume  reduction  and the costs  associated  with  training new
distributors  and other  related  expenses may  adversely  affect the  Company's
business, financial condition and results of operations. Moreover, the Company's
ability to  continue  to attract  and retain  distributors  can be affected by a
number  of  factors,  some of which  are  beyond  the  control  of the  Company,
including:

     *    General business and economic conditions,

     *    Public perceptions about network marketing programs,

     *    High-visibility  investigations  or legal  proceeding  against network
          marketing  companies  by  federal  or  state  authorities  or  private
          citizens, and

     *    Public  perceptions about the value and efficacy of nutritional,  pain
          relief, weight management or anti ageing products generally.

     There can be no  assurance  that the  Company  will be able to  continue to
attract and retain  distributors in numbers  sufficient to sustain the Company's
future growth or to maintain present growth levels,  which could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

     The  Company  does  not  directly  control  the  independent  acts  of  its
distributors.  The Company's distributors are required to sign and adhere to the
Company's Distributor  Application and Agreement,  which obligates them to abide
by Voyager's  policies and  procedures.  Although  these policies and procedures
prohibit  distributors  from  making  certain  claims  regarding  the  Company's
products  or  income   potential  from  the   distribution  of  those  products,
distributors  may from time to time create  promotional  materials  or otherwise
provide  information that does not accurately  describe the Company's  marketing
program.  They also may make statements  regarding potential  earnings,  product
claims or other  matters in violation of the  Company's  policies or  applicable
laws and  regulations  concerning  these matters.  Such violations may result in
legal action by regulatory  agencies.  Future legal actions against distributors
or  others  associated  with the  Company  could  lead to  increased  regulatory
scrutiny of the Company and its network marketing system. The Company takes what
it  believes  to  be  commercially   reasonable  steps  to  monitor  distributor
activities  to guard  against  misrepresentation  and other illegal or unethical
conduct by distributors  and to assure that the terms of its  compensation  plan
are observed. There can be no assurance,  however, that the Company's efforts in
this regard will be sufficient to accomplish this objective. Publicity resulting
from such distributor activities can also make it more difficult for the Company
to  attract  and  retain  distributors  and may have an  adverse  effect  on the
Company's business, financial condition and results of operations.

     Network marketing is subject to intense government scrutiny and regulation.
Network marketing  systems such as the Company's are frequently  subject to laws
and regulations directed at ensuring that product sales are made to consumers of
the products  and that  compensation,  recognition  and  advancement  within the


                                       33
<PAGE>

marketing  organization are based on the sale of products rather than investment
in the  sponsoring  company.  In the United States,  these laws and  regulations
include the federal and state  securities  laws, the regulation of the offer and
sale  of  franchises  and  business  opportunities,   regulations  and  statutes
administered by the FTC and various state anti-pyramid and business  opportunity
laws that target direct selling businesses that promise quick rewards for little
or no effort,  require high entry costs, use high pressure recruiting methods or
do not involve legitimate products. Similar laws govern the Company's activities
in foreign countries where it presently has operations or may have operations in
the  future.  The  Company is  subject  to the risk that,  in one or more of its
present or future  markets,  its  marketing  system could be found not to comply
with these laws and regulations or may be prohibited.  Failure by the Company to
comply  with  these  laws and  regulations  or such a  prohibition  could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of  operations.  Further,  the  Company  may simply be  prohibited  from
distributing  its products through a  network-marketing  channel in some foreign
countries.

     The Company's  business is subject to the effects of adverse  publicity and
negative  public  perception.  The  Company's  ability  to  attract  and  retain
distributors  and to sustain and enhance sales through its  distributors  can be
affected  by adverse  publicity  or negative  public  perception  regarding  the
Company  or  its  competitors.  This  negative  public  perception  may  include
publicity  regarding the legality of network marketing,  the quality or efficacy
of  nutritional  supplement  products or ingredients in general or the Company's
products or  ingredients  specifically,  and  regulatory  investigations  of the
Company  or its  competitors  or other  network  marketing  companies  and their
products,  or  distributor  actions.  There can be no assurance that the Company
will not be subject to adverse  publicity or negative  public  perception in the
future or that such adverse publicity will not have a material adverse effect on
the Company's business, financial condition and results of operations.

The Company relies heavily on its key management personnel.

     The Company  depends on the  services Mr. John  Southerland,  who serves as
President,  Chief  Executive  Officer  and  Chairman  of  the  Board.  Mr.  John
Southerland is a highly visible spokesman for the Company and its products,  and
the  Company  believes  its  success  depends  in  large  part on the  continued
visibility and reputation of Mr. John  Southerland,  which helps distinguish the
Company from its competitors.

     The  loss or  limitation  of Mr.  John  Southerland  services  as the  lead
spokesman  for the  Company and its  products,  as an  executive  officer of the
Company  could have a  material  adverse  effect  upon the  Company's  business,
financial condition and results of operations.

     Mr. John Southerland is primarily  responsible for the Company's day-to-day
operations,  and the Company believes its success depends in part on its ability
to retain Mr. John  Southeland and to continue to attract  additional  qualified
individuals to its management team. The Company does not maintain a key man life
insurance policy on Mr. John Southerland or any of its other officers,  nor does
it have an employment agreement with any of its officers. The loss or limitation


                                       34
<PAGE>

of the services of any of the Company's  executive  officers or the inability of
the Company to attract additional  qualified  management  personnel could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

     The products  and  manufacturing  activities  of the Company are subject to
extensive  government   regulation.   The  manufacture,   packaging,   labeling,
advertising,  promotion,  distribution  and sale of the  Company's  products are
subject to regulation by numerous  national and local  governmental  agencies in
the United States and other countries.  In the United States,  the FDA regulates
the Company's products under the FDC Act and regulations  promulgated hereunder.
The  Company's  products also are subject to  regulation  by, among others,  the
Consumer Product Safety Commission,  the United States Department of Agriculture
and the EPA.  Advertising  and other forms of promotion and methods of marketing
of the Company's  products  under the FTC Act are regulated by the FTC.  Various
state and local  agencies as well as those of each foreign  country in which the
Company  distributes  products  also  regulate  the  manufacture,  labeling  and
advertising of the Company's products.

     Most  of  the  Company's   products  generally  are  regulated  as  dietary
supplements  under  the FDC Act and  therefore  are not  subject  to pre  market
approval by the FDA. However, these products are subject to extensive regulation
by  the  FDA,  including   regulation  under  the  FDC  Act's  adulteration  and
misbranding  provisions.  For instance,  the Company is responsible for ensuring
that all dietary  ingredients  in a supplement are safe. The Company must notify
the FDA in advance of placing on the market a product  containing  a new dietary
ingredient (defined as an ingredient not marketed for use as a supplement before
October 15, 1994) and must furnish  adequate  information to provide  reasonable
assurance of the ingredient's  safety.  Further, if the Company makes statements
about a  supplement's  effects on the  structure  or function  of the body,  the
Company must, among other things,  have  substantiation  that the statements are
truthful  and not  misleading.  In  addition,  the Company  must ensure that its
product labels bear proper  ingredient and nutritional  labeling and the Company
must  manufacture  its dietary  supplements in accordance with current GMP's for
foods.  The FDA has issued an advance notice of proposed  rulemaking to consider
whether to develop specific GMP's for dietary supplements and dietary supplement
ingredients.  Such  regulations,  if  promulgated,  may  be  significantly  more
rigorous than current  requirements and contain quality  assurance  requirements
similar to GMP's for drug products. The FDA may remove a product from the market
if it poses a significant or unreasonable  risk of illness or injury.  Moreover,
if the FDA determines that the intended use of any of the Company's  products is
for the diagnosis,  cure,  mitigation,  treatment or prevention of disease,  the
agency would  consider the product a drug and would require pre market  approval
of safety and effectiveness  prior to its manufacture and  distribution.  To the
extent  that the  intended  use is a function  of the claims made by the Company
regarding  a dietary  supplement,  re  labeling  of the  product  to remove  the
offending  claims may be sufficient  to avoid new drug status and/or  compliance
action by the FDA.

New Products Manufactured by the Company may be regulated.

     In  general,  the  Company's  new  products  are not  subject to pre market
approval.  However,  the FDA does regulate the  company's  new products  perhaps
under the FDC Act's  adulteration  and  misbranding  provisions.  Voyager's  new


                                       35
<PAGE>

product is also  subject to specific  labeling  regulations,  including  warning
statements if the safety of new products is not adequately  substantiated  or if
the  product  may be  hazardous,  as well as  ingredient  statements  and  other
packaging  requirements under the Fair Packaging and Labeling Act. Voyagers' new
products  that meet the  definition  of a drug (e.g.,  are  intended to treat or
prevent  disease or affect the  structure or function of the body) are regulated
as drugs.  OTC drug products may be marketed if they conform to the requirements
of any OTC monograph that is applicable to a drug.  Drug products not conforming
to the  monograph  requirements  for OTC drugs  require an  approved  NDA before
marketing.  An NDA  requires,  among  other  things,  one or more  adequate  and
well-controlled   clinical   trials   demonstrating   the   drug's   safety  and
effectiveness  before  approval.  The  agency  has  not  yet  promulgated  final
monographs for some of the Company's  products.  If the agency finds that an OTC
drug or  ingredient  of an OTC drug  marketed  by the  Company is not  generally
recognized  as safe and  effective  or does not include it in a final  monograph
applicable  to an OTC drug,  the  Company  would  have to  reformulate  or cease
marketing  such a product  until it is the subject of an approved  NDA, or until
such time,  if ever,  that the  monograph  is amended to include  the  Company's
product.  Whether or not an OTC drug conforms to a monograph or is subject to an
approved NDA, such a drug must comply with other requirements under the FDC Act,
including  GMP's,  labeling,  and the FDC  Act's  misbranding  and  adulteration
provisions.

     Failure  of  the  Company  to  comply  with   applicable   FDA   regulatory
requirements   may  result  in,  among  other   things,   injunctions,   product
withdrawals,  recalls, product seizures,  fines, and criminal prosecutions.  Any
such action by the FDA could materially  adversely affect the Company's  ability
to successfully market its products.

     The FTC regulates the  advertising of the Company's  products under the FTC
Act. Section 5 of the FTC Act prohibits unfair methods of competition and unfair
or deceptive acts or practices in or affecting  commerce.  Section 12 of the FTC
Act provides that the  dissemination  or the causing to be  disseminated  of any
false advertisement pertaining to, among other things, drugs, cosmetics, devices
or foods,  which include dietary  supplements,  is an unfair or deceptive act or
practice.  Under the FTC's Substantiation Doctrine, an advertiser is required to
have a  "reasonable  basis"  for all  product  claims at the time the claims are
first  used  in   advertising  or  other   promotions.   Failure  to  adequately
substantiate  claims may be considered either as a deceptive or unfair practice.
Pursuant to this FTC  requirement,  the  Company is  required  to have  adequate
substantiation for all advertising  claims made about its products.  The type of
substantiation  will be dependent upon the product  claims made. For example,  a
health claim normally would require competent and reliable scientific  evidence,
while a taste claim would require only survey evidence.

     In recent  years,  the FTC has  initiated  numerous  investigations  of and
actions  against  dietary  supplement,  weight loss,  and cosmetic  products and
companies. If the FTC has reason to believe the law is being violated (e.g., the
Company does not possess adequate  substantiation  for product  claims),  it can
initiate an enforcement  action. The FTC has a variety of processes and remedies
available to it for enforcement, both administratively and judicially, including
compulsory  process  authority,  cease and desist  orders and  injunctions.  FTC
enforcement  could result in orders  requiring,  among other  things,  limits on
advertising,  consumer redress,  divestiture of assets, rescission of contracts,
and such other relief as may be deemed necessary. Violation of such orders could


                                       36
<PAGE>

result in substantial  financial or other penalties.  Any such action by the FTC
could materially  adversely affect the Company's ability to successfully  market
its products.

Growth of the Company's  business  subjects it to risks relating to expansion of
facilities.

     The Company believes its long-term  competitive position depends in part on
its ability to increase its manufacturing  capacity. The Company expects it will
be necessary to expand its manufacturing  capacity,  administrative  offices and
warehouse  facilities  in 2000.  The  failure  of the  Company to  complete  the
expansion on schedule and under budget could have a material  adverse  effect on
its business, financial condition and results of operations.

     The Company's  business may be affected by risks  associated  with the Year
2000.  Since its  inception,  the Company has attempted to leverage  technology,
including increasingly sophisticated computer hardware and software, in managing
its  business  and  operations.  The  Company  also  relies on third  parties to
facilitate its business. For example, these vendors include:

     *    Telecommunications  providers  on whom the  Company  must rely for its
          call center operations,

     *    Public  utilities that provide  electrical  power and other  utilities
          needed in the Company's operations,

     *    Major credit card companies that process the vast majority of payments
          for the Company's products,

     *    Major shipping companies located in the United States,

     *    Financial  institutions  that  provide  commercial  banking  and other
          financial services to the Company, and

     *    The Nasdaq OTC Bulletin Board, on which the Company's  common stock is
          traded.

     Many existing  computer  programs use only two digits to identify a year in
the date field and were designed, developed and modified without considering the
impact of the upcoming  change in the century.  If not corrected,  such computer
applications  could fail or create  erroneous  results by or at the Year 2000 by
erroneously  identifying the year "00" as 1900, rather than 2000. Correcting the
Year 2000 problem on a large  mainframe or network  application can be difficult
and expensive.

     The Company is in the process of insuring that all of its internal computer
systems  are Year 2000  compliant.  Independent  of those  efforts,  the Company
determined  in late 1999 that the purchase  and  installation  of an  integrated
enterprise resource planning ("ERP ") system could achieve overall efficiencies.
The ERP system will  replace all of the  Company's  existing  resource  planning
systems except for the Company's  Distributor  System. The Company has commenced


                                       37
<PAGE>

installation  of the ERP system  through a third-party  provider of software and
consulting  services,  and expects the installation to be complete no later than
the first quarter of fiscal 2000.

     The  third-party  vendor of the ERP system has  represented  to the Company
that the Information  Technology Association of America certifies the ERP system
as Year 2000 compliant.  Therefore,  assuming the successful installation of the
ERP system, the Company does not expect any material Year 2000 compliance issues
to arise related to its primary internal business information systems. While the
Company  believes  its current  Distributor  System is Year 2000  compliant,  it
expects to replace the  Distributor  System with two new  applications  in 2000.
These  applications  are also expected to be Year 2000 compliant as certified by
the vendors of the systems.  There can be no assurance  that the  transition  to
these new software  systems will be accomplished in a timely manner or that they
will in fact be Year 2000 compliant.

     With respect to  third-party  providers  whose services are critical to the
Company,  the Company intends to monitor the efforts of such providers,  as they
become  Year 2000  compliant.  The  Company is not aware of any Year 2000 issues
that have been  encountered  by any such third  party,  which it believes  could
materially affect the Company's operations.  However,  there can be no assurance
that the Company will not  experience  operational  difficulties  as a result of
Year 2000 issues, either arising out of internal operations, or caused by third-
party  service  providers,  which  individually  or  collectively  could  have a
material  adverse  effect on the  Company's  business,  financial  condition  or
results of operations.

     The Company  depends on outside  suppliers for raw  materials.  The Company
acquires all of its raw  materials  for the  manufacture  of its  products  from
third-party suppliers.  Normally,  materials used in manufacturing the Company's
products are purchased on account or by purchase order. The Company has very few
long-term agreements for the supply of such materials.  There is a risk that any
of the Company's  suppliers or  manufacturers  could  discontinue  selling their
products to the Company.  Although the Company  believes that it could establish
alternate  sources  for  most  of  its  products,  any  delay  in  locating  and
establishing  relationships with other sources could result in product shortages
and back orders for the products,  with a resulting loss of net sales. There can
be no assurance  that  suppliers  will provide the raw  materials  needed by the
Company in the quantities requested or at a price the Company is willing to pay.
Because  the  Company  does not  control  the  actual  production  of these  raw
materials,  it is also subject to delays caused by interruption in production of
materials based on conditions not within its control,  including  weather,  crop
conditions,  transportation  interruptions,  strikes by supplier  employees  and
natural disasters or other catastrophic  events. The inability of the Company to
obtain adequate  supplies of raw materials for its products at favorable prices,
or at all,  could  have a material  adverse  effect on the  Company's  business,
financial condition and results of operations.

     Future  acquisitions,  if any, by the  Company  would be subject to certain
risks. The Company has not completed any acquisitions to date, but it may pursue
acquisitions  in the  future as a part of its  business  strategy.  Acquisitions
involve numerous risks,  including the risk that the acquired  business will not
perform in accordance with expectations,  difficulties in the integration of the


                                       38
<PAGE>

operations  and products of the acquired  businesses  with those of the Company,
the diversion of the Company's  management  attention  from other aspects of the
Company's  business,  the risks associated with entering  geographic and product
markets  where the  Company has limited or no direct  prior  experience  and the
potential  loss of key employees of the acquired  business.  The  acquisition of
another  business can also subject the Company to liabilities and claims arising
out of such business.  Future  acquisitions  would likely require the Company to
obtain  additional  financing,  which would likely  result in an increase in the
Company's  indebtedness or the issuance of additional  capital stock,  which may
dilute to the Company's stockholders. In addition, to the extent the Company has
outstanding  indebtedness  under the Company's credit facility or is required to
incur  indebtedness  hereunder to consummate an acquisition,  the consent of the
lender  under the credit  facility  may be required  prior to such  acquisition.
Additionally,   the  Company  faces  significant   competition  for  acquisition
opportunities  from  numerous  companies,  many of which have greater  financial
resources  than  the  Company.  Accordingly,  there  can  be no  assurance  that
attractive  acquisition  opportunities  will be available to the Company or that
the Company will be able to obtain financing or otherwise  consummate any future
acquisitions.

Nutritional supplement products may be supported by only limited availability of
conclusive clinical studies.

     The Company's products include  nutritional  supplements that are made from
vitamins, minerals, herbs and other substances for which there is a long history
of  human  consumption.  Some  of  the  Company's  products  contain  innovative
ingredients or combinations of ingredients. Although the Company believes all of
its  products  to be safe when  taken as  directed,  there is  little  long-term
experience  with human  consumption  of certain of these product  ingredients or
combinations of ingredients in concentrated  form. The Company conducts research
and tests the  formulation  and production of its products,  but the Company has
performed or sponsored only limited clinical studies.  Furthermore,  because the
Company is highly dependent on consumers' perception of the efficacy, safety and
quality  of its  products,  as well as  similar  products  distributed  by other
companies,  the Company  could be adversely  affected in the event such products
should prove or be asserted to be  ineffective or harmful to consumers or in the
event of adverse  publicity  associated  with illness or other  adverse  effects
resulting  from  consumers'  use or misuse of the Company's  products or similar
products.

Company Product Manufacturers may be subject to product liability claims.

     As a manufacturer  and  distributor of products for human  consumption  and
topical  application,  the Company  could  become  exposed to product  liability
claims and litigation to prosecute such claims.  Additionally,  the  manufacture
and sale of such  products  involves the risk of injury to consumers as a result
of tampering by unauthorized  third parties or product  contamination.  To date,
the  Company has not been party to any product  liability  litigation,  although
certain  individuals have asserted that they have suffered adverse  consequences
as  a  result  of  using  the  Company's  nutritional  products.  These  matters
historically  have been settled to the  satisfaction of the Company and have not
to date resulted in material payments by the Company. The Company is aware of no
instance in which any of its products are or have been defective in any way that
could give rise to material losses or expenditures  related to product liability


                                       39
<PAGE>

claims.  Although the Company maintains product  liability  insurance,  which it
believes  to be  adequate  for its  needs,  there can be no  assurance  that the
Company will not be subject to claims in the future, that its insurance coverage
will be  adequate,  or that it  will  be  able to  maintain  adequate  insurance
coverage.

The Company is subject to risks associated with general economic conditions.

     Voyager's  products are priced at a premium  compared to most  nutritional,
anit-ageing,  pain  relief  and  weight  management  products  that are  readily
available at retail outlets.  A recession in the general economy or a decline in
consumer  spending  could  have a  material  adverse  effect  on  the  Company's
business, financial condition and results of operations.

There is no assurance of future industry growth.

     Market data  referred to in this Report  regarding  the size and  projected
growth rates of the market for nutritional  supplements  generally indicate that
this market is large and growing.  However,  there can be no assurance that such
market is as large as  reported  or that such  projected  growth  will  occur or
continue. Market data and projections such as those presented in this Report are
inherently uncertain, subject to change and generally not available for 1997 and
1998. In addition,  the underlying market conditions are subject to change based
on economic  conditions,  consumer preferences and other factors that are beyond
the Company's  control.  An adverse  change in size or growth rate of the market
for nutritional  supplements is likely to have a material  adverse effect on the
Company's business, financial condition and results of operations.

The Company's business is subject to particular intellectual property risks.

     The labeling regulations  governing the Company's  nutritional  supplements
require  that the  ingredients  of such  products be  precisely  and  accurately
indicated on product containers.  Accordingly, patent protection for nutritional
supplements often is impractical,  if not impossible,  given the large number of
manufacturers who produce nutritional supplements having many active ingredients
in common. Additionally, the nutritional supplement industry is characterized by
rapid change and frequent  reformulations  of products as the body of scientific
research and literature  refines  current  understanding  of the application and
efficacy of certain  substances and interactions  among various  substances.  In
this respect,  the Company maintains an active research and development  program
that is devoted to developing better,  purer and more effective  formulations of
its nutritional  products.  The Company protects its investment in research,  as
well as the  techniques it uses to improve the purity and  effectiveness  of its
products by relying on trade  secret  laws,  although it has not to date entered
into  confidentiality  agreements  with  certain of its  employees  involved  in
research and  development  activities.  Additionally,  the Company  endeavors to
seek, to the fullest  extent  permitted by applicable  law,  trademark and trade
dress  protection  for its  products,  which  protection  has been sought in the
United  States,  Canada and many of the other  countries in which the Company is
either presently  operating or plans to commence  operations in the near future.
The Company's research and development efforts may at some future time result in
patentable  products,  in which  case  patents  would  be  sought;  however,  no


                                       40
<PAGE>

assurance  can be given that  patents  would be  obtained.  Notwithstanding  the
Company's  efforts  as  described  above,  there can be no  assurance  that such
efforts to protect its trade secrets and trademarks will be successful.  Nor can
there be any assurance  that third  parties will not assert  claims  against the
Company for infringement of the proprietary rights of others. If an infringement
claim is  asserted,  the  Company  may be  required  to obtain a license of such
rights,  pay royalties on a retrospective or prospective  basis or terminate its
manufacturing   and  marketing  of  its  products  alleged  to  have  infringed.
Litigation  with respect to such matters could result in  substantial  costs and
diversion of management  and other  resources and could have a material  adverse
effect on the Company's business, financial condition and operating results.

The Company's three Manufacturers of product is subject to certain risks.

     The  Company's  results of  operations  are  dependent  upon the  continued
operation  of its  manufacturing  facilities.  The  operation  of a  nutritional
supplement manufacturing facility involves many risks, including power failures,
the  breakdown,  failure or substandard  performance of equipment,  the improper
installation or operation of equipment,  natural or other disasters and the need
to comply with the requirements or directives of government agencies,  including
the FDA.  There can be no assurance  that the  occurrence  of these or any other
operational problems at the Company's facility would not have a material adverse
effect on the Company's business, financial condition and results of operations.
The  manufacture's  of Company Products is subject to a variety of environmental
laws  relating  to  the  storage,  discharge,  handling,  emission,  generation,
manufacture,  use and disposal of chemicals, solid and hazardous waste and other
toxic and hazardous materials. The Product Manufacturing operations presently do
not  result  in the  generation  of  material  amounts  of  hazardous  or  toxic
substances.   Nevertheless,  complying  with  new  or  more  stringent  laws  or
regulations,  or more  vigorous  enforcement  of current or future  policies  of
regulatory agencies,  could require substantial  expenditures by the Company and
could have a material  adverse effect on its business,  financial  condition and
results of operations. Environmental laws and regulations require the Company to
maintain and comply with a number of permits,  authorizations  and approvals and
to maintain and update  training  programs and safety data  regarding  materials
used  in its  processes.  Violations  of  those  requirements  could  result  in
financial penalties and other enforcement actions, and could require the Company
to find other  manufacturers  of the Company  products.  The  combined  costs of
curing incidents of non-compliance,  resolving enforcement actions that might be
initiated  by  government   authorities  or  satisfying  business   requirements
following  any period  affected  by the need to take such  actions  could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

The Company's stock price is subject to volatility.

     The trading price of the common stock has been and is likely to continue to
be subject to wide fluctuations in response to the quarter-to-quarter variations
in the Company's operating results, material announcements by the Company or its
competitors,  governmental  regulatory  action,  conditions  in the  nutritional
supplement  industry or other  events or  factors,  many of which are beyond the
Company's  control.  The Company's  operating  results in future quarters may be
below the expectations of securities analysts and investors.  In such event, the
price of the common  stock  would  likely  decline,  perhaps  substantially.  In


                                       41
<PAGE>

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

     Forward  looking  statements  under  the  meaning  of  Section  21 E of the
Securities  Exchange  Act are only  contained  in  Management's  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations  regarding  the
Company's  financial  performance,  revenue and expense levels in the future and
the  sufficiency  of its existing  assets to fund future  operations and capital
spending  needs.  Actual results could differ  materially  from the  anticipated
results or other  expectations  expressed in such forward- looking statements or
for the reasons  discussed  below. The fact that some of the risk factors may be
the same or similar to the Company's  past reports filed with the Securities and
Exchange  Commission means only that the risks are present in multiple  periods.
The  Company  believes  that many of the risks  detailed  here are part of doing
business in the  industry in which the Company  operates  and  competes and will
likely be present  in all  periods  reported.  The fact that  certain  risks are
endemic to the industry does not lessen their significance.  The forward-looking
statements  contained  in this report are made as of the date of this report and
the Company  assumes no  obligation  to update them or to update the reasons why
actual  results  could  differ  from  those  projected  in such  forward-looking
statements.

Item 7.  Financial Statements and Supplementary Data

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

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

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

                                       42
<PAGE>


                                    PART III



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

     The executive officers of Voyager and subsidiaries are as follows:
<TABLE>
<CAPTION>

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

<S>               <C> <C>                                    <C>
John Southerland  54   President, Chief Executive Officer,   June 14, 1999 to present
                       and Chairman of the Board

Michael Johnson   34   Vice President, Secretary             June 14, 1999 to present
                       Director                              July 17, 1996 to present

Susan Honeycutt   37   Director of Operations,               June 30,1999 to present
                       and Interim Director

Dr. John Hower    55   Director                              August 8, 1999 to present
</TABLE>

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

June 14, 1999 The  Company's  Board of Directors  accepted Mr.  William  Clapham
     resignation as President and Director and also accepting Mrs. Thaisa Branco
     Clapham resignation as Vice President, Secretary and Director.

June 14, 1999 Mr. John  Southerland  was  appointed  President  and Chair of the
     Board of Directors,  and Mr. Michael Johnson was asked to accept the office
     of Vice President, Secretary and Director

June 30, 1999 Mrs. Susan Honeycutt was appointed  Interim  Director and Director
     of Voyager Operations.  Dr. Lonnie Honeycutt was appointed Interim Director
     and Director Of Research

Sept.28,  1999  Dr.  Lonnie  Honeycutt   tendered  his  resignation  as  interim
     Director.

Mr. John Southerland. President, C. E.O. and Chairman of the Board of Directors.

     Mr. John Southland has been President,  C.E.O. and Chairman of the Board of
Directors of Voyager Group Ltd., since June 1999.

                                       43
<PAGE>

     Mr.  Southerland,  from 1989-1993,  served as Executive Vice President of a
network marketing company.  Due to  confidentiality  agreements with the network
marketing companies,  disclosure of additional  information is prohibited.  From
1996-1998 he worked as a self employed consultant. Prior to entering the network
marketing  industry,  Mr.  Southerland  was the founder and President of General
Electronics Corporation, Huntsville, Alabama, a O.E.M. manufacturer

Mr. Michael Johnson Vice president, Secretary and Director.

     Mr.  Michael  Johnson  has been a  Director  since  July  17,1996  and Vice
President and Secretary form June 14, 1999 to the present.

     Mr. Johnson  received a certificate of graduation from Berkshire School and
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.


Mrs. Susan Honeycutt Interim Director, Director of Operations

     Mrs.  Susan  Honeycutt  has been a  Director  since  June  30,  1999 to the
present.

     Mrs. Honeycutt attended Portland Community College.  From 1980 to 1984 Mrs.
Honeycutt  was employed by the law firm of Schwabe,  Williamson,  Wyatt,  More &
Roberts as a research  technician in the field of Workmen's  Compensation.  From
1985 to 1987 Mrs.  Honeycutt was employed by State Federal  Mortgage  Company as
assistant  to the Vice  President of the Loan  Division.  From 1987 to 1992 Mrs.
Honeycutt was employed as Chief  executive  officer of Olympus  Resort Hotel and
Spa. From 1992 to 1995 Mrs.  Honeycutt  was employed by Mailing  Service Inc. to
oversee  outbound direct  response  advertising.  Since 1995 Mrs.  Honeycutt was
employed by Voyager as Vice  President of Operation and elected in June of 1999,
by  the  Board  of  Director  as  an  Interim  Director  thereof  and  accepting
Directorship of Voyager's present Operations.

Dr. John Hower Director.

     Dr. Hower has been a Director since August 8, 1999 to present.

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

Item 10. Executive Compensation.

     The following  table  summarizes the  compensation  of the Chief  Executive
Officer  of the  Company  and the  Company's  four most  highly  paid  executive


                                       44
<PAGE>

officers  other  than the  Chief  Executive  Officer  (collectively  the  "Named
Executive  Officers")  and the  amounts  earned by each of them  during the past
three fiscal years:

     None of the  executive  officers of the company earn in excess of $100,000.
The President, Chief Executive Officer and Chairman of the Board of Directors of
the Company,  Mr. John  Southerland  does not receive a salary,  and the Company
does not anticipate that Mr.  Southerland will take a salary for the foreseeable
future.

Long-Term Incentive Plans ("LTIP's") in the year 2000

     The  Company  intends on asking for  shareholders  approval  of a Long term
Incentive Plan(s).

Compensation Plans

     Voyager year 2000 will seek approval of  shareholders  of a Long-term Stock
Investment(s) and Incentive Plan(s) and Directors' Plan(s).  The total number of
shares of common stock that may be issued upon exercise of awards  granted under
the plan is not know at this  time.  Upon  shareholder  approval  of  ("LTIP's")
employees,  officers and directors of the Company and its subsidiaries,  as well
as  consultants  and other persons who contribute to the business of the Company
may   participate  as  selected  at  the  discretion  of  a  company   committee
administering  the plan  ("Committee").  The Committee if and when elected would
have broad  authority to select  persons to receive awards under the plan and to
establish the terms and conditions applicable to the exercise of such awards and
the duration of the awards.

Employment Contracts and Other Arrangements

     As  of  July  31,  1999  the  Company  has  no   employment   agreement  or
arrangements.

Compensation Report on Executive Compensation

     This Compensation Report discusses the Company's  compensation policies and
the basis for the  compensation  paid to its executive  officers  (including the
Named Executive Officers), during the year ended July 31,1999.

Compensation Policy

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

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

                                       45
<PAGE>

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

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

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

     Year  2000,  Voyager  will  approve a cash bonus  program as an  additional
component of executive compensation.

     Voyager  will form an Executive  Committee of the Board of Directors  whose
function is reviewing and approving all compensation  paid by the Company to its
executive officers and members of the Company's senior management team.

Components of Compensation

     The primary components of compensation paid by the Company to its executive
officers and senior management personnel and the relationship of such components
of compensation to the Company's performance, are discussed below:

     Base Salary. The Board of Directors  periodically  reviews and approves the
     base salary paid by the Company to its  executive  officers  and members of
     the senior  management  team.  Adjustments  to base salaries are determined
     based upon a number of factors, including the Company's performance (to the
     extent  such  performance  can  fairly be  attributed  or  related  to each
     executive's  performance),  as  well  as the  nature  of  each  executive's
     responsibilities, capabilities and contributions. In addition, the Board of
     Directors  periodically  reviews the base salaries of its senior management
     personnel in an attempt to ascertain  whether those salaries fairly reflect
     job responsibilities and prevailing market conditions and rates of pay. The
     Board of Directors believes that base salaries for the Company's  executive
     officers have historically been reasonable,  when considered  together with
     other  elements  of  compensation  in relation  to the  Company's  size and
     performance and in comparison with the compensation paid by similarly sized
     companies or companies within the Company's industry.

     Incentive  Compensation.  In the year 2000, a  substantial  portion of each
     executive officer's  compensation  package will be in the form of incentive
     compensation designed to reward the achievement of key operating objectives
     and long-term increases in shareholder value. Year 2000 the Company's Board
     of Directors will ask for shareholder approval of a Stock Option Plan which
     will reward executive  officers only to the extent that  shareholders  have
     benefited from increases in the value of the Company's common stock.

                                       46
<PAGE>

     Other   Benefits.   In  year  2000  the  Company  will  approve  plans  and
     arrangements  for the  benefit of its  executive  officers  and  members of
     senior  management.  The Company believes these benefits will be reasonable
     in relation to the  executive  compensation  practices  of other  similarly
     sized companies or companies within the Company's industry.

Company's Board of Directors Conclusion -

     The Voyager management  believes the policies so stated above when approved
by  shareholders,  would  encourage  responsible  management of Voyager Long and
Short-term goals and further shareholders interests.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Voting Securities and Principal Holders Thereof

     The following table sets forth, as of July 31, 1999 the number of shares of
the Company's voting securities owned by (1) each person known to the Company to
be the beneficial  owner of more than five percent of the Company's  outstanding
voting  securities,  (2) the  executive  officers  and  directors of the Company
individually,  and (3) the executive  officers and directors of the Company as a
group.  Except as indicated in the footnotes  below,  each of the persons listed
exercises  sole  voting and  investment  power over the shares of the  Company's
voting securities listed for such person in the table.

Class
Name/Address                        Number of Shares          Percent of Class

Common Stock

         Dr. Morris Mann            1,825,000                 14%
         (WestRim Holdings)                                   (5% Diluted)
         California

Convertible preferred Series AA

         Thaisa Branco **           270 (Convertible          94%
         Moved no forwarding        to 2,700,000 shares       (7% Diluted)
         address                    Common)


Convertible Preferred Series J

         Marlen Johnson **          50 (Convertible           50%
         Box 8029                   to 11,000,000 Share       (29% Diluted)
         La Jolla, Ca 92038         Common)

                                       47
<PAGE>

Directors and Executive Officers

Common Stock

         Mrs. Susan Honeycutt       50,000                    Less than 1%
         6354 Corte Del Abeto, Suite F
         Carlsbad, California 92009

         Mr. Michael Johnson        100,000                   Less than 1%
         6354 Corte Del Abeto, Suite F
         Carlsbad, California 92009

Convertible Preferred Series J

         John Southerland, **       50 (Convertible           50%
         President and              to 11,000,000 Shares      (29% Diluted)
         Chairman of the Board      Common)
         6354 Corte Del Abeto, Suite F
         Carlsbad, California 92009

Officers and Directors as a group   (11,150,000 Diluted)      (30% Diluted)

Percentages rounded to nearest one percent.

** Controling Stockholders:

     As of July 31, 1999, Mr. John  Southerland,  President and C.E.O.,  and Mr.
Marlen Johnson, shareholder,  collectively own 100% of the outstanding shares of
the Convertible Preferred Stock Series J, representing  approximately 58% of the
combined voting power of the outstanding shares of common stock. Accordingly, as
of such date, the Convertible  Preferred Series J stockholders,  acting fully or
partially  in concert are able to control the election of the Board of Directors
of the  Company  and thus the  direction  and future  operations  of the Company
without  supporting  vote of any  other of the  company's  common  shareholders,
including decisions regarding acquisitions and other business opportunities, the
declaration of dividends and the issuance of different class of securities. Also
see Item 13 exhibit # 4.1, 4.2, and 4.3.

Item 12. Certain Relationships and Related Transactions.

     There are no  agreements or  understandings  between the Company and any of
the Board of Directors families members pursuant to which anything more than the
ordinary compensation otherwise payable under the distributor  compensation plan
is paid to these  distributors  or  pursuant  to which  any other  treatment  is


                                       48
<PAGE>

offered  them.  The Board of  Directors  does not  receive  any  position of the
distributor  incentives paid to these family members or their affiliates and has
no beneficial ownership interest in any of their business'.

     Former  executive  officers on June 12, 1999  returned  three  million five
hundred  thousand of common stock to the company treasure under Nevada corporate
law, Section 78.283 and a shareholder subsequent to July 31, 1999 returned three
hundred thousand common shares to the company treasure.

Purchase and Loans by Executive Officer and Shareholder.

     Mr. John  Southerland,  President  and C.E.O.  and  Shareholder  Mr. Marlen
Johnson committed to a majority shareholders meeting on June 13 1999 to loan (if
when and as needed) up to two hundred thousand dollars in the form of promissory
notes.  Also, on June 13, 1999 the parties  agreed to purchase 100 shares of the
Convertible  Preferred Stock Series J for fifty thousand dollars.  Subsequent to
July 31, 1999, Mr. John Southerland  President and Mr. Marlen Johnson  purchased
preferred stock series J for fifty thousand  dollars and have loaned $107,387 to
the Company in the form of promissory  notes bearing interest at 7.5%. The notes
mature on dates  ranging  from  November  23, 1999  through  January  17,  2000.
Interest on these notes accrue but are not paid until maturity.  In the event of
default,  the notes  will  bear  interest  at an  alternative  rate  equal to an
additional 2%. Also See Item 13 exhibit # 4.1,4.2, and 4.3.

     The Company Board of Directors  authorized and organized the  incorporation
of a whole owned  subsidiary  call Earn @ Home.  Net.  The Interim  Officers and
Directors of whole owned subsidiary are Mr. John Southerland currently acting as
Interim  President  Director  and Mr.  Michael  Johnson  acting as Interim  Vice
President,  Secretary and Director in behalf of the Voyager.  Voyager's Board of
Directors  in the near term will  appoint  officers  and  Directors  to  replace
Interim  officers  and  Directors  of  Earn @ Home.  Net  Voyagers  whole  owned
subsidiary  Earn @ Home.Net was granted  exclusive  rights to present and future
distributors  list  from  July 21,  1999 to July 21,  2050 in  exchange  for 100
convertible preferred shares series J, convertible to 1,000,000 common shares of
Earn @ Home.  Net. As of July 31, 1999 Earn @ Home.Net has no other  outstanding
stock or commitments to issue stock.

     July 31, 1999 Voyager  terminated a Agreement here stated below with former
President Mr. William Clapham,  "The Former  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 glycerin, 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".

                                       49
<PAGE>

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, 1999 and 1997                                                      F-2

Consolidated Statements of Income,
 For the Years Ended July 31, 1999 and 1997                                 F-4

Consolidated Statements of Cash Flows,
 For the Years Ended July 31, 1999 and 1997                                 F-5

Consolidated Statements of Changes in Stockholders' Equity,
For the Years Ended July 31, 1999 and 1997                                  F-7

Notes to Consolidated Financial Statements                                  F-8


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  Incorporation  and  By-Laws of  EEE-Energy  Consultants,  Inc.
     (Formerly EEE-Hunter Associates, Inc.)(1)
4.1  Purchase Agreement --Convertible Preferred Stock Series J
4.2  Convertible Preferred Series J - Designation of Rights
4.3  Investor Rights Agreement
23.1 Consent of Robison, Hill & Co.(1)
27.1 Financial Data Schedule

                                       50
<PAGE>

     (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.





                                       51
<PAGE>

                                   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, Ltd.


DATE:   November 12, 1999

By:     /S/ John Southerland
        -----------------------------
        John Southerland, President
        (Principal Financial and
        Accounting Officer)





                                       52
<PAGE>


                          Independent Auditor's Report


To  the  Stockholders  of  The  Voyager  Group,  Ltd.  (formerly  Voyager  Group
USA-Brazil, Ltd.), and Subsidiaries


     We have audited the consolidated  balance sheet of The Voyager Group,  Ltd.
(formerly Voyager Group USA-Brazil,  Ltd.), and Subsidiaries as of July 31, 1999
and 1998,  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 The Voyager
Group, Ltd.  (formerly  Voyager Group USA-Brazil,  Ltd.), and Subsidiaries as of
July 31, 1999 and 1998 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 8, 1999




                                     F - 1
<PAGE>


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




                                                             July 31,
                                                   ----------------------------
                                                     1999               1998
                                                   ---------          ---------

ASSETS

Current Assets:
  Cash ...................................         $  16,539          $    --
  Inventory ..............................           113,504            173,130
  Prepaid Expenses .......................             1,575                800
  Accounts Receivable ....................             6,536             28,872
                                                   ---------          ---------

     Total Current Assets ................           138,154            202,802
                                                   ---------          ---------

Fixed Assets, at Cost:
  Furniture and Equipment ................           140,135            140,135
  Leasehold Improvements .................             6,741              6,741
    Less - Accumulated
      Depreciation .......................           (89,716)           (62,443)
                                                   ---------          ---------

                                                      57,160             84,433
                                                   ---------          ---------

Other Assets:
  Deferred Tax Benefit ...................              --              172,301
  Deposits ...............................             5,327             10,327
  Intangible Assets, Net .................            25,000
                                                   ---------          ---------

     Total Other Assets ..................            30,327            182,628
                                                   ---------          ---------

     Total Assets ........................         $ 225,641          $ 469,863
                                                   =========          =========







                                      F - 2
<PAGE>

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

                                                             July 31,
                                                   ----------------------------
                                                       1999             1998
                                                   -----------      -----------
LIABILITIES AND STOCKHOLDERS
EQUITY

Current Liabilities:
  Accounts Payable ...........................     $    80,630      $    31,782
  Accrued Liabilities ........................         142,107          204,189
  Accrued Commissions ........................          30,934           48,451
   Shareholder Loans .........................           3,087            4,500
                                                   -----------      -----------

     Total Current Liabilities ...............         256,758          288,922
                                                   -----------      -----------

Stockholders' Equity
  Preferred Stock, $.001 par value;
    Series J; 100 shares authorized,
      100 and 0 shares issued and
      outstanding ............................            --               --
    Series AA 1996; 1,000 shares
      authorized, 286 and 421 shares
      issued and outstanding .................            --               --
  Premium on Preferred Stock .................         205,332          155,332
  Common Stock; $.001 par value;
    50,000,000 shares authorized;
    12,534,478 and 5,837,010 shares
    issued and outstanding July 31, 1999
    and 1998, respectively ...................          12,534            5,837
  Additional Paid-in Capital .................       2,114,329          971,902
  Retained Earnings (Deficit) ................      (2,363,312)        (952,130)
                                                   -----------      -----------

     Total Stockholders' Equity ..............         (31,117)         180,941
                                                   -----------      -----------

     Total Liabilities, and
       Stockholders' Equity ..................     $   225,641      $   469,863
                                                   ===========      ===========


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

                                      F - 3
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
                AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME

                                                        For the Year Ended
                                                              July 31,
                                                   ----------------------------
                                                       1999             1998
                                                   -----------      -----------

Sales, net of allowances
of $13,594 and $22,902 .......................     $ 1,287,419      $ 2,344,302
Cost of Sales ................................         507,496          711,271
                                                   -----------      -----------
     Gross Margin ............................         779,923        1,633,031

Selling & Marketing ..........................         620,274        1,607,917
Research & Development .......................          50,000            2,919
General & Administrative .....................       1,332,273          519,320
                                                   -----------      -----------

Net Income (Loss) from
    Operations ...............................      (1,222,624)        (497,125)
Other Income (Expense)
  Interest ...................................         (15,459)           7,500
                                                   -----------      -----------
Income (Loss) Before Income
  Taxes ......................................      (1,238,083)        (489,625)
Income Tax Benefit (Expense) .................         173,099           78,340
                                                   -----------      -----------

Net Income (Loss) ............................     $(1,411,182)     $  (411,285)
                                                   ===========      ===========

Earnings (Loss) Per Common Share:

  Basic & Diluted ............................     $     (0.17)     $     (0.09)
                                                   ===========      ===========

Weighted Average Shares Outstanding:

  Basic & Diluted ............................       8,208,625        4,638,884
                                                   ===========      ===========







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

                                      F - 4
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly 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,
                                                   ----------------------------
                                                       1999             1998
                                                   -----------      -----------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Income (Loss) ..........................     $(1,411,182)     $  (411,285)
  Adjustments to Reconcile Net
    Income (Loss) to Net Cash
    Used in Operating Activities:

    Depreciation and Amortization ............          27,273           18,967
    Common Stock in exchange for Services ....       1,038,256           30,060
    Changes in Assets and
      Liabilities-
        Increase in Accounts Receivable ......          22,336          (12,083)
        Increase in Prepaid Expenses .........            (775)          55,518
        Increase in Inventory ................          59,626           (7,918)
        Increase in Other Assets .............         172,301          (80,509)
        Increase in Accounts Payable .........          48,848          (98,893)
        Increase in Accrued Liabilities ......         (57,083)         157,922
        Increase in Accrued Commissions ......         (17,517)         (97,576)
                                                   -----------      -----------
     Net Cash Provided by Operating
       Activities ............................        (117,917)        (445,797)
                                                   -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase Furniture and Equipment ...........            --             (1,375)
                                                   -----------      -----------







                                      F - 5
<PAGE>


                             THE VOYAGER GROUP, LTD
                   (Formerly 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,
                                                        -----------------------
                                                           1999          1998
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Preferred Stock ..................................     $  50,000     $    --
 Proceeds from Issuance of
  Common Stock ....................................        50,000        23,340
 Proceeds from Shareholder Loans ..................        34,456         4,500
                                                        ---------     ---------
     Net Cash Provided by
     Financing Activities .........................       134,456        27,840
                                                        ---------     ---------

NET INCREASE IN CASH AND CASH  EQUIVALENTS ........        16,539      (419,332)
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR ...............................          --         419,332
                                                        ---------     ---------

 CASH AND CASH EQUIVALENTS AT  END OF YEAR ........     $  16,539     $    --
                                                        =========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash Paid During the Year For:
    Interest                                            $  15,459     $      34
    Income Taxes                                        $     800     $     800

     During  February  and April  1998,  pursuant to a top up  provision  of the
agreement an additional 300,000 and 125,000 shares, respectively, were issued.

     During  January  1999,  1,000,000  shares  common stock were  exchanged for
patents.

     During  1998,  300,000  shares of common  stock were  issued  pursuant to a
settlement agreement.

     During June 1999,  $35,869 in  shareholder  loans were converted to paid in
capital.




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


                                     F - 6
<PAGE>


                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                      Preferred Stock              Common                              Additional
                           ------------------------------------
                             AA       J                           Stock To        Common Stock           Paid-in      Retained
                                                                              ----------------------
                           Shares   Shares   Amount    Premium    Be Issued      Shares      Amount      Capital      Earnings
                           ------   ------   ------   ---------   ---------   -----------   --------   -----------   -----------
<S>                        <C>      <C>      <C>      <C>         <C>         <C>           <C>        <C>           <C>
Balance July 31, 1997 ...     431     --       --     $ 155,332         300     3,578,010   $  3,578   $   920,461   $  (540,845)
Shares Issued For:
Conversion of Series A
 Preferred ..............     (10)    --       --          --          --         100,000        100          (100)         --
Employees ...............    --       --       --          --          --         434,000        434        42,966          --
Legal Settlement ........    --       --       --          --          (300)      300,000        300          --            --
Top-up agreement ........    --       --       --          --          --         425,000        425          (425)         --
Warrant Exercises .......    --       --       --          --          --       1,000,000      1,000         9,000          --

Net Loss Year Ended
 July 31, 1998 ..........    --       --       --          --          --            --         --            --        (411,285)
                           ------   ------   ------   ---------   ---------   -----------   --------   -----------   -----------

Balance July 31, 1998 ...     421     --       --       155,332        --       5,837,010      5,837       971,902      (952,130)
Shares Issued For:
Cash ....................    --        100     --        50,000        --         800,000        800        49,200          --
Consulting ..............    --       --       --          --          --       2,170,000      2,170       823,580          --
Conversion of Series AA .    --
 Preferred ..............    (135)    --       --          --          --       1,350,000      1,350        (1,350)
Conversion of Shareholder
 Loans ..................    --       --       --          --          --            --         --          35,868          --
Directors Fees ..........    --       --       --          --          --       1,100,000      1,100       108,900          --
Investor Relations ......    --       --       --          --          --          24,000         24        22,476          --
Medical Advisory Board ..    --       --       --          --          --          25,000         25        21,069          --
Promotion ...............    --       --       --          --          --          28,468         28         8,884          --
Research & Development ..    --       --       --          --          --         200,000        200        49,800          --
Patents .................    --       --       --          --          --       1,000,000      1,000        24,000          --

Net Loss Year Ended
 July 31, 1999 ..........    --       --       --          --          --            --         --            --      (1,411,182)
                           ------   ------   ------   ---------   ---------   -----------   --------   -----------   -----------

Balance July 31, 1999 ...     286      100   $ --     $ 205,332   $    --      12,534,478   $ 12,534   $ 2,114,329   $(2,363,312)
                           ======   ======   ======   =========   =========   ===========   ========   ===========   ===========
</TABLE>

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

                                     F - 7
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998


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.  On July 21,  1999 the Company
changed its name to The Voyager Group, 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 375 shares of preferred series AA
1996 stock (convertible into 3,750,000 common shares) and 300,000 common shares.
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 the Company
and its wholly-owned  subsidiaries,  The Voyager Group, Inc. and  Earn@Home.Net.
All significant inter-company 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.



                                     F - 8
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998
                                   (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

     Intangible assets are amortized over useful life.

Cash Equivalents

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

Earnings (Loss) Per Share

     The effect of outstanding common stock equivalents,  including  Convertible
Preferred  Stock  Series AA and Series J are  anti-dilutive  for the years ended
July 31, 1999 and 1998 and are thus not considered.


                                     F - 9
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998
                                   (Continued)


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

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

                                                       1999            1998
                                                    -----------     -----------
NUMERATOR
Net Loss .......................................    $(1,411,182)    $  (411,285)

Net Loss To Common Stockholders ................    $(1,411,182)    $  (411,285)
                                                    ===========     ===========

DENOMINATOR
Weighted Average Number of Common Shares .......      8,208,625       4,638,884
                                                    ===========     ===========

Concentration of Credit Risk

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

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

Pervasiveness of Estimates

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



                                     F - 10
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998
                                   (Continued)


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

Reclassifications

     Certain  reclassifications  have been made in the 1998 financial statements
to conform with the 1999 presentation.

NOTE 2 - PREFERRED STOCK

     On July 17, 1996 the Company created convertible  Preferred Stock 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.

     On July 21, 1999 the Company  created  convertible  Preferred  Stock Series
J-1999, authorizing the issuance of 100 shares of convertible preferred stock to
be sold,  with a par value of $.001.  The preferred  stock are  convertible at a
ratio of 220,000 shares of common stock per preferred  share  converted.  In the
event of any  voluntary  or  involuntary  liquidation,  the  holders of Series J
preferred  stock are  entitled  to an amount  equal to the net book value of the
corporation plus all unpaid  dividends,  before any  distributions to holders of
Common Stock,  Convertible Preferred Stock Series AA 1996 or any other series of
preferred  stock of the  corporation  by reason of any voluntary or  involuntary
liquidation,  dissolution or winding up of the corporation unless each holder of
series J will have  received  all  amounts  to which such  series J holders  are
entitled.  The  preferred  stock is entitled to vote 220,000 votes per preferred
share.

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




                                     F - 11
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998
                                   (Continued)


NOTE 3 - RELATED PARTY TRANSACTIONS

     Mr. John  Southerland,  President  and C.E.O.  and  Shareholder  Mr. Marlen
Johnson committed to a majority shareholders meeting on June 13 1999 to loan (if
when and as needed) up to two hundred thousand dollars in the form of promissory
notes.  Also, on June 13, 1999 the parties  agreed to purchase 100 shares of the
Convertible  Preferred Stock Series J for fifty thousand dollars.  Subsequent to
July 31, 1999, Mr. John Southerland  President and Mr. Marlen Johnson  purchased
preferred stock series J for fifty thousand  dollars and have loaned $107,387 to
the Company in the form of promissory  notes bearing interest at 7.5%. The notes
mature on dates  ranging  from  November  23, 1999  through  January  17,  2000.
Interest on these notes accrue but are not paid until maturity.  In the event of
default,  the notes  will  bear  interest  at an  alternative  rate  equal to an
additional 2%.

     The Company Board of Directors  authorized and organized the  incorporation
of a whole owned  subsidiary  call Earn @ Home.  Net.  The Interim  Officers and
Directors of whole owned subsidiary are Mr. John Southerland currently acting as
Interim  President  Director  and Mr.  Michael  Johnson  acting as Interim  Vice
President,  Secretary and Director in behalf of the Voyager.  Voyager's Board of
Directors  in the near term will  appoint  officers  and  Directors  to  replace
Interim  officers  and  Directors  of  Earn @ Home.  Net  Voyagers  whole  owned
subsidiary  Earn @ Home.Net was granted  exclusive  rights to present and future
distributors  list  from  July 21,  1999 to July 21,  2050 in  exchange  for 100
convertible preferred shares series J, convertible to 1,000,000 common shares of
Earn @ Home.  Net. As of July 31, 1999 Earn @ Home.Net has no other  outstanding
stock or commitments to issue stock.

     July 31, 1999 Voyager  terminated a Agreement here stated below with former
President Mr. William Clapham,  "The Former  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 glycerin, 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 received  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".



                                     F - 12
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998
                                   (Continued)


NOTE 3 - RELATED PARTY TRANSACTIONS (Continued)

     Former  executive  officers on June 12, 1999  returned  three  million five
hundred  thousand of common stock to the company treasure under Nevada corporate
law, Section 78.283 and a shareholder subsequent to July 31, 1999 returned three
hundred thousand common shares to the company treasure.

NOTE 4 - RENT EXPENSE

     The company occupies  certain sales offices under a  noncancellable  lease.
This lease is for office space and expires  September  20, 2000.  It is expected
that in the normal  course of  business,  leases  that expire will be renewed or
replaced  by leases on other  properties.  The  current  lease  requires  rental
payments of $11,524.00 per year.

NOTE 5 - 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, 1999
of  $572,000  is  comprised  of the  tax  benefit  of  the  net  operating  loss
carryforward   and  the  difference   between   financial   accounting  and  tax
depreciation.

     The Company has  recorded net  deferred  income  taxes in the  accompanying
consolidated balance sheets as follows:

                                                           1999          1998
Future deductible temporary differences related to
   reserves, accruals, and net operating losses ....    $ 572,000     $ 295,498

Valuation allowance ................................     (572,000)     (123,197)
                                                        ---------     ---------
Net deferred income tax ............................    $    --       $ 172,301
                                                        =========     =========

     As of July 31, 1999,  the Company had a net  operating  loss ("NOL")  carry
forward for income tax reporting purposes of approximately  $2,300,000 available
to offset future taxable income.  This net operating loss carry-forward  expires
at  various  dates  between  July  31,  2011 and  2018.  An NOL  generated  in a
particular  year will expire for federal tax purposes if not utilized  within 15
years (for


                                     F - 13
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998
                                   (Continued)


NOTE 5 - INCOME TAXES (Continued)

years  beginning  before  August 6,  1997,  and 20 years  after  August 6, 1997.
Additionally,  the Internal Revenue Code contains  provisions which could reduce
or limit the  availability  and  utilization of these NOLs if certain  ownership
changes have taken place or will take place.  In accordance with SFAS No. 109, a
valuation allowance is provided when it is more likely than not that all or some
portion of the deferred tax asset will not be realized.  Due to the  uncertainty
with respect to the ultimate  realization of the NOLs, the Company established a
valuation  allowance for the entire net deferred income tax asset of $572,000 as
of July 31, 1999,  which includes $3,000 from the difference  between  financial
accounting  and tax  depreciation  and $569,000  from net  operating  loss carry
forward.  Also  consistent  with  SFAS No.  109,  an  allocation  of the  income
(provision) benefit has been made to the loss from continuing operations.

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

                                                             July 31,
                                                   ----------------------------
                                                     1999                1998
                                                   --------            --------
Current
 Federal ..............................            $   --              $   --
 State ................................                 800                 800
Deferred
 Federal ..............................             108,423             (48,371)
 State ................................              63,876             (30,769)
                                                   --------            --------
     Total ............................             173,099            $(78,340)
                                                   ========            ========

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:

                                                   1999               1998
                                               --------------     -------------
Statutory federal income tax rate ........        (15.00)   %       (15.00)   %
State income taxes .......................         (8.84)   %        (8.84)   %
Other ....................................         37.82    %         7.84    %
                                               --------------     -------------
Effective income tax rate ................         13.98    %       (16.00)   %
                                               ==============     =============



                                     F - 14
<PAGE>

                             THE VOYAGER GROUP, LTD
                   (Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
          AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1999, AND 1998
                                   (Continued)

NOTE 6 - SELECTED FINANCIAL DATA (unaudited)

The  following   tables  set  forth  certain   unaudited   quarterly   financial
information:
<TABLE>
<CAPTION>

                                             Quarters Ended
                           -----------------------------------------------------
                             July 31,     April 30,    January 31,   October 31,
                           -----------   -----------   -----------   -----------
                               1999         1999          1999          1998
                           -----------   -----------   -----------   -----------
Income statement data:
<S>                        <C>           <C>           <C>           <C>
Net sales ...............  $   255,762   $   358,579   $   361,409   $   311,669
Gross profit ............       44,140       255,535       288,558       191,690
Income (loss) from
  operations ............     (763,166)       76,819      (178,984)     (357,293)
Other income ............       (5,381)       (6,562)       (2,768)         (748)
                           -----------   -----------   -----------   -----------
 Income (loss) before tax     (768,547)       70,257      (181,752)     (358,041)
 Income tax (provision)
   benefit ..............     (247,529)         (200)       17,543        57,087
                           -----------   -----------   -----------   -----------
  Net income (loss) .....  $(1,016,076)  $    70,057   $  (164,209)  $  (300,954)
                           ===========   ===========   ===========   ===========

                                             Quarters Ended
                           -----------------------------------------------------
                             July 31,     April 30,    January 31,   October 31,
                           -----------   -----------   -----------   -----------
                               1998         1998          1998          1997
                           -----------   -----------   -----------   -----------
Income statement data:
Net sales ...............  $   385,255   $   454,076   $   632,669   $   872,302
Gross profit ............      264,549       318,498       441,510       608,474
Income (loss) from
  operations ............     (263,994)     (149,257)     (102,099)       18,225
Other income ............         (144)        1,345         2,880         3,419
                           -----------   -----------   -----------   -----------
 Income (loss) before tax     (264,138)     (147,912)      (99,219)      (21,644)
 Income tax (provision)
   benefit ..............        2,102        50,238        33,000         7,000
                           -----------   -----------   -----------   -----------
  Net income (loss) .....  $  (262,036)  $   (97,674)  $   (66,219)  $    14,644
                           ===========   ===========   ===========   ===========
</TABLE>

                                     f - 15