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, 1998

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

For the transition period from                 To 

Commission file number    0-21961                                              

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

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

            6354 Corte Del 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)

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     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:    31
                                                     Exhibit Index Page:     33

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

     State issuer's revenues for its most recent fiscal year. $ 2,344,302

     As of November 3, 1998,  there were 7,125,010 (1 vote per share) common and
401 (10,000 votes per share) preferred  shares for a total 11,155,010  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  $3,777,505  computed at the average bid and
asked price as of November 3, 1998.

                         (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: November 3, 1998 7,125,010

                       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

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                                TABLE OF CONTENTS


Item Number and Caption                                                    Page

PART I

Item 1.   Description of Business............................................ 4

Item 2.   Description of Property............................................22

Item 3.   Legal Proceedings..................................................22

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

PART II

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

Item 6.   Management's Discussion and Analysis or Plan of Operations.........25

Item 7.   Financial Statements...............................................28

Item 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure...............................................28

PART III

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

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

Item 11.  Security Ownership of Certain Beneficial Owners and Management.....29

Item 12.  Certain Relationships and Related Transactions.....................30

Item 13.  Exhibits and Reports on form 8-K...................................31




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PART I


Item 1.  Description of Business.

(a)  Business Development.

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

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

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

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

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

(b) Business of Issuer.

     The Company's independent  distributors  distribute dietary supplements and
personal care products

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through a multi-level  marketing network.  The Company has grown in the level of
distributor  sponsorship  from one thousand  distributors in 1995 to over 33,000
distributors. The Company has little or no control over the level of sponsorship
of new distributors and cannot predict the timing or degree of fluctuations.

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

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

(1) Distribution System

         The  foundation  of the Company's  sales  philosophy  and  distribution
system  is  network  marketing.  Products  are sold  exclusively  to or  through
independent distributors who are not employees of the Company.

         Network  marketing is an effective  vehicle to distribute the Company's
products  because (i) a consumer can be educated  about a product in person by a
distributor,  which  is  more  direct  than  the  use of  television  and  print
advertisements;  (ii)  direct  sales  allow for  actual  product  sampling  by a
potential consumer; (iii) the impact of distributor and consumer testimonials is
enhanced;  and (iv) as compared to other distribution methods,  distributors can
give  customers  higher  levels of service and  attention  among  other  things,
educating  consumers  on product  benefits  and  following up on sales to ensure
proper  product  usage  and  customer  satisfaction,  and  to  encourage  repeat
purchases.  Under the  Company's  network  marketing  system,  most  independent
distributors purchase products either for personal consumption or resale. Direct
selling as a  distribution  channel has been  enhanced in the past decade due to
advancements   in   communications,   including   telecommunication,   and   the
proliferation  of the use of videos and fax machines,  direct selling  companies
can now produce high quality videos for use in product education, demonstrations
and  sponsoring  sessions  that project a desired  image for the Company and the
product line. Management believes that high quality sales aids play an important
role in the success of distributor  efforts. For this reason the Company will in
the next 36 months,  engage in the production of video and audio cassettes,  for
the  purposes  of  affecting  a more  efficient  and  comprehensive  sales tool.
Management  is committed  to fully  utilizing  current and future  technological
advances that continue to enhance the effectiveness of direct selling.

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         The Company's network marketing program differs from many other network
marketing programs in several respects.  First, the compensation plan allows the
Company  distributors to develop a seamless  network of down line  distributors.
Second,  the  Company  order  and  fulfillment  systems  eliminate  the need for
distributors to carry significant  levels of inventory.  Third, the compensation
plan is  financially  rewarding and can result in  commissions  to  distributors
aggregating  up to 60% of a product's  price.  Commissions  have averaged 51% of
revenue from commission able sales over the past 2 years.

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

(2)  Sponsoring

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

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

(3)   Compensation  Plan

         Management   believes  that  one  of  the  Company's  key   competitive
advantages  is the  compensation  plan.  The  compensation  plan  is  seamlessly
integrated across all markets in which

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company  products are sold. This seamless  integration  means that the Company's
distributor base has total reach and that the knowledge and experience  resident
in  current  distributors  can be used to build  distributor  leadership  in new
markets. The compensation plan allows an individual the opportunity to develop a
business,  the  success  of which  is  based  upon  that  individual's  level of
commitment,  time spent, personal skills,  contacts and motivation.  For many, a
distributorship  is a very small  business,  in which  products may be purchased
primarily for personal  consumption  and for resale to relatively few customers.
For  others,  a  distributorship  becomes  a full time  occupation.  Distributor
incentives,  based upon knowledge of network marketing distributor  compensation
plans,  the  Company  believes  that the  compensation  plan is  among  the most
financially  rewarding  plans  offered  to  distributors  by  network  marketing
companies.  There are two fundamental ways in which distributors can earn money:
(I) through retail markups;  and (ii) through a series of commissions on product
sales within the distributor's down line.

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

(4) Distributor Support

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

         Through  training  meetings,  annual  conventions,   distributor  focus
groups,   regular   telephone   conference  calls  and  personal  contacts  with
distributors,  the  Company  seeks to  understand  and satisfy the needs of each
distributor.   The  Company  provides   walk-in,   telephonic  and  computerized
fulfillment  and  tracking  services  that result in  user-friendly,  and timely
product  distribution.  In addition,  the Company is committed to evaluating new
ideas in technology and services, such as automatic product reordering, that the
Company  can  provide  to   distributors.   The  Company   currently   utilizes,
teleconferencing,  fax services, and internet.  Online internet access including
distributor  sign- up,  tracking  shipments,  ordering  abilities  and group and
personal sales volume inquiries is anticipated to be provided to distributors in
the future.

(5) Rules Affecting Distributors

         Company distributor agreement, policies and procedures and compensation
plan outline the scope of  permissible  distributor  marketing  activities.  The
Company's  distributor rules and guidelines are designed to provide distributors
with maximum flexibility and opportunity within the bounds of

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governmental   regulations   regarding  network   marketing.   Distributors  are
independent  contractors and are thus prohibited from representing themselves as
agents or employees of the Company.  Distributors  are  obligated to present the
company  products  and  business   opportunity   ethically  and  professionally.
Distributors agree that the presentation of the Company's  business  opportunity
must be consistent  with, and limited to the product claims and  representations
made in literature  distributed  by the Company.  No medical  claims may be made
regarding the products, nor may distributors prescribe any particular product as
suitable for any specific ailment.

         Distributors  must represent that the receipt of commission is based on
substantial efforts. Exhibiting commission checks or statements about commission
checks is prohibited. Sales aids such as videotapes, promotional clothing, pens,
stationary and other  miscellaneous items must be produced by or pre-approved by
the Company.

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

         Products  may not be  sold,  and the  business  opportunity  may not be
promoted,  in traditional retail  environments such as food markets,  pharmacies
and  drugstores.  Distributors  who own or are  employed  by a  service  related
business  such as a  doctor's  office,  hair  salon,  or health  club,  may make
products  available to regular  customers as long as products are not  displayed
visibly to the general  public in such a way as to attract  the  general  public
into the establishment to purchase products.

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

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

(6) Payment

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


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(7) Certain Business Consideration and Risk Factors

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

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

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

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

         The capitalization of the Company was structured in such a manner as to
minimize the  possibility of a change in control of the Company  without consent
of the Preferred stockholders. Consequently, the shares of convertible preferred
series AA 1996 enjoy ten thousand to one voting privileges over the common stock
until the outstanding of preferred  stock  constitute less than 10% of the total
outstanding  shares  of  common  stock.  As of  April  7,  1998,  the  preferred
stockholders.   i.e.   management  and  certain  affiliates  and  non-affiliates
shareholders  collectively  own 100% of the outstanding  shares of the preferred
stock,  representing  approximately  36% of the  combined  voting  power  of the
outstanding shares of common stock. Accordingly, as of such date, the preferred

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stockholders  and certain  affiliates and  non-affiliates  shareholders,  acting
fully or  partially  in concert are able to control the election of the Board of
Directors of the Company and thus the  direction  and future  operations  of the
Company  without   supporting  vote  of  any  other  of  the  companies   common
shareholders,  including  decisions  regarding  acquisitions  and other business
opportunities,  the declaration of dividends and the issuance of addition shares
of preferred and other securities.

(9) Reliance and Concentration of Outside Manufactures

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

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

         The  Company  currently  relies  on one  unaffiliated  manufacturer  to
produce  approximately  80% of its products,  the Company's  agreement  with the
primary  supplier  of the  Company's  products  is limited  to a  non-disclosure
agreement.   The  Company   believes  that  in  the  event  that  the  Company's
relationship  with the key manufacturer is terminated,  the Company will be able
to find suitable replacement  manufacturers.  However, there can be no assurance
that the loss of the  manufacturer  would not have a material  adverse effect on
the Company's business and results of operations.

(11) Principle products.

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

         Current products including:


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A.  VITAL 90.
         Vital 90 is a proprietary formula of dietary vitamins in a base of aloe
vera, distilled water, vegetable glycerine, natural flavors, and grapefruit seed
extract as a natural preservative.

          Product Composition
 
               One  serving  (1/2  Ounce  provides)  U.S.  R.D.A.  (Has not been
               established for this nutrient) Vitamin A 10,000 IU, Vitamin D 400
               IU, Vitamin E 60 IU, Vitamin K 30 mcg,  Vitamin C 300 mg, Vitamin
               B-1 3.0 mg,  Vitamin B-2 3.4 mg,  vitamin B-3 40 mg,  Vitamin B-6
               4mg,  Vitamin  B-12 30 mcg,  Folio Acid 400 mcg,  Biotin 100 mcg,
               Panlothenic Acid 20 mg, Choline 50 mg, Myoinisitol 50 mg.

          Ionic Trace Mineral Complex:

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

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

          Product Composition

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

          Ionic Trace mineral Complex:

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


                                       11

<PAGE>



C.  CHITO CAPS (Chitosan).

     CHITO CAPS is a proprietary  formula of dietary fiber in a base of ascorbic
acid (vitamin C) and citric acid.

          Product Composition

               Capsule: 395mg net weight: Contains: Chitosan, Chromulin, Inulin,
               Manganese, Chromium as Arginate/Chelidamate

D. Real D.H.E.A.
         Real D.H.E.A. is a proprietary blend of dehydroepiandrosterone.

          Product Composition

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

E.  COLLOIDAL CAT'S CLAW

     Colloidal  Cat's Claw is a  proprietary  formula of Uncaria  Tomentosa in a
base of distilled water, natural vegetable  glycerine,  grapefruit seed extract,
natural flavors, and potassium sorbate as a preservative.

          Product Composition

               500mg. Uncaria Tomentosa

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

          Product Composition:

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

G.       P.Y.C. PLUS
         Is proprietary product of the issuer.

          Product Composition:

               Each Two  Capsules  Contain  Curuminoid  200 mg, Aloe Vera 100mg,
               Proanthocyanidin  (Grape Seed & Pine Bark) 50mg, Astragalus 50mg,
               Suma 50mg,  Deodorized Garlic 50mg, Maitake 50mg, Dioscorea 25mg,
               Vitamin  C  (Ascorbic   Acid)   60mg=100%RDA,   Vitamin  A  (Beta
               Carotene)5,000 I.U.

                                       12

<PAGE>



               =100 R.D.A., Vitamin E (D-Alpha Tocopherol) 30 I.U.=100% R.D.A In
               a base of: Sage Leaf,  Ginger  Root,  Red Clover,  Burdock  Root,
               Parsley Leaf, Peppermint Leaf, and Chamonile.

H.       SLENDER YOU.  (Liquid)

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

          Product Composition:

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

I.       COLLOIDAL SILVER

         Colloidal Silver is a proprietary formula anti-microbial.

          Product Composition:

               3-5  ppm  Silver(Electro-Sonic  colloidal  process=  300  billion
               particles per milliliter) Measured in nanometers, not microns.

J.       HERBAL SENSATIONS SHAMPOO
         Herbal  Sensations  Shampoo is a proprietary  formula hair care product
         which in our opinion  helps  cleans  hair with out animal by  products,
         laureth, and sulfates.

          Product Composition:

               Infusion of:  Cransbill,  Nettle,  Comfrey,  Horsetail,  Burdock,
               Chapparel,  Rosemary, Sage, Quassia, Walnut,  Buckthorn,  Yarrow,
               Hops,  Lindenflower,  Arnica,  Marshmallow,  Kelp, Sodium C 12-14
               Olefin Sulphonate,  Coconut,  Vegetable Protein,  Betaine, Sodium
               Chloride,  Citric Acid, Cinnamate,  Trace Minerals, Methyl Choiro
               Isothiazolinone (Biocide Freshness Enhancer),  Panthenol, Natural
               Fragrance.

K.       HERBAL  CONDITIONER
         Herbal Conditioner is a proprietary formula hair care product.

          Product Composition:

               Purified  Water,  PEG 40,  Safflower  Oil,  Olive Oil,  Vegetable
               Protein,  Panthenol, Methyl Paraben, Propyl Paraben, Extract of :
               Cransbill,   Nettle,  Comfrey,  Horsetail,   Burdock,  Chapparel,
               Rosemary,  Chamomile,  Quassia, Walnut, Buckthorn,  Yarrow, Hops,
               Lindenflower,  Arnica,  Marshmallow,  and Kelp,  Trace  Minerals,
               Cinnamate, Natural Fragance.



                                       13

<PAGE>



L.       SUPER SOY.
          A issuer formula proprietor.

          Product Composition:

               500 mg. Soy from soy sprouts

M.       VITAL ESSENCE
         Is a Proprietary product of the issuer.

          Product Composition:

               Natural Progesterone 500mg, Each 12' strip provides approximately
               2mg of active ingredients. Rose Essence, Oleic Acid, Linseed Oil,
               (a  natural  source of fatty  acids  including  GLA),  SD alcohol
               derived from naturally grown sources, Natural Fragrance.

N.       OPTIMAL ENZYMES:
         Is a proprietary product of the issuer:

          Product Composition:

               Each  capsule  is 46mg  net  weight  Contains  blend:  Magnesium,
               Glycinate,  Papain,  Bromelain,   Amylase,  Protease,  Invertase,
               Lipase,     Maltase,      Cellulase,      Lactase,     Pectinase,
               Fructooigosaccharides, (FOS), Yellow Dock Root, Beet Root, Fennel
               Seed, Ginger Root, Burdock Root and Cayenne.

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

          Product Composition:

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

P.       ULTRA PHASE 5 TM

         Is a proprietary product of the issuer for use as a dietary supplement.

          Product Composition:

               Ingredients:  a proprietary  blend of Green Tea Extract,  Choline
               Bitartrate,  Inulin,  L-Pyroglutamate,  Niacin,  DMAE Bitartrate,
               L-Phenylalanine, Potassium Aspartate, N-Acetyl-L-Carnitine, Ginko
               Biloba, Magnesium Glycinate. PATENT PENDING

Q.       DOLO RX TM

     Is a  proprietary  product  of the  issuer  for use as a topical  cream for
muscle and joint pain relief.

          Product Composition:

               Deionized    Water,    Denatured    Alcohol,    TMEA   Trioleate,
               Phenoxyethanol,   Isopropyl   Palmitate,   Carbomer,   Allantoin,
               Panthenol, C11-15 Pareth-9,

                                       14

<PAGE>



               Menthol, Methyl Salicylate, Amino Methyl Propanol,  Methyparaben,
               Propylparaben, Diazolidinyl Urea. PATENT PENDING

         During  fiscal1998,  the Company developed a new line of patent applied
products,   the  "Body  Lite  System".  The  Body  Lite  system  includes  three
nutritional  supplements  which,  when combined with eating right and low impact
exercises,  will help  aide in  weight  management  and pain  relief.  The three
components to the Body Lite system are:

         1.       BODYLITE VITALIZER, a proprietary blend of natural and organic
                  amino  acids,  herbs,  and  vitamins  designed  to give a long
                  lasting lift and effective  appetite  control  throughout  the
                  day.  Vitalizer is  scientifically  assembled to help increase
                  the production of neurotransmitters  which signal to the brain
                  a feeling of satisfaction  and reduces the urge to over eat as
                  well as the urge for sweets and fats.

         2.       BODYLITE  STABILIZER,  a  proprietary  blend  of  natural  and
                  organic ingredients designed to provide energy and blood sugar
                  stabilization.

         3        BODYLITE  3-2-1,  a novel  shake  that  mixes  with  water and
                  combines three parts protein, two parts complex  carbohydrates
                  and one  part  sugar.  This  balance  provides  a  timely  and
                  balanced  conversion  into glouse,  which helps  prevent blood
                  sugar  spikes  and  inadvertent,  unnecessary  excess  insulin
                  release.  This also helps prevent  rapid blood sugar  decrease
                  during the metabolism  process and provides  appetite  control
                  for several hours.

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

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

         Competition  in  the  nutritional   supplement  industry  is  vigorous,
characterized  by  a  relatively   large  number  of  companies   (estimated  at
approximately 200), most of which have relatively small sales.  Industry sources
estimate  that there are less than 20 companies in the industry that have annual
sales of $50 million or more. Based on its current sales,  Voyager believes that
it  is  within  the   approximately  top  one-third  of  the  approximately  200
nutritional  supplement companies,  based on sales.  However,  since many of the
companies in this industry are privately-held, little reliable financial data is
available.  Many of the companies have established  reputations for successfully
developing  and marketing  nutritional  supplement  products,  with a variety of
well-established marketing outlets.

                                       15

<PAGE>



Many of  such  companies  have  greater  financial,  managerial,  and  technical
resources  than  Voyager.   Principal  competitors  include  American  Cyanamid,
Smith-Kline-Beecham,  American Home Products, Rexall Sundown, Inc., and Nature's
Sunshine  Products,   although  not  all  of  these  companies  produce  natural
supplements.   Included   in  that  group  of   competitors   are  Herbal   Life
International,  Sun Rider Corporation, and Shakley. Many of these companies rely
exclusively  on retail  sales as opposed  to  multi-level  marketing  or network
marketing.

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

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

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

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

(14) Dependence on one or a few customers.

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


                                       16

<PAGE>



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

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

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

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

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


                                       17

<PAGE>



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

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

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

     One  important  provision of the DSHEA exempts the dietary  ingredients  in
dietary  supplements from being treated as "food  additives." Any substance that
is added to a food product that is not "generally recognized as safe" by experts
whose  opinion is based on published  scientific  literature is subject to being
regulated as a food additive by the FDA.  Under the FDA Act, a substance that is
a food additive may not be added to food products unless explicitly permitted by
the  FDA by  issuance  of a  regulation.  In  petitioning  the  FDA  for  such a
regulation, a process that often takes five years or more, a petitioner might be
required to spend  several  hundreds of  thousands  of dollars or more to test a
product and  participate in any ensuing  proceedings.  Prior to enactment of the
DSHEA, dietary

                                       18

<PAGE>



supplement  ingredients  were often alleged to have "food additive"  status and,
unless  approved  by the FDA,  were  treated  as illegal  foods by such  agency,
although many contended that this  represented  overreaching  on the part of the
FDA in light of its permitted powers. This clearly posed a substantial  negative
impact on the industry's  business and  operations  because of the risk that the
FDA could choose to treat any product  offered by any company as containing food
additives.  The DSHEA removed this potential  problem and any ambiguity  related
thereto by  exempting  dietary  ingredients  in dietary  supplements  from being
treated as food additives.

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

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

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

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

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

                                       19

<PAGE>



to affirm or withdraw the declaration.

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

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

     FDA regulations  published prior to the enactment of the DSHEA and pursuant
to the Nutrition  Labeling and  Education  Act ("NLEA")  prohibit the use of any
health claim in the labeling of any food products,  including brochures,  unless
the claim of such labeling is first approved by the FDA by regulation. The DSHEA
carves  out  an  exception  to  this  regulation  that  allows   companies  that
manufacture and distribute dietary supplements to make any of the following four
types of statements with regard to nutritional  support on labeling  without FDA
approval:  (1) a statement that claims a benefit related to a classical nutrient
deficiency  disease and discloses  the  prevalence of such disease in the United
States;  (2) a  statement  that  describes  the role of a  nutrient  or  dietary
ingredient  intended to affect structure or function in humans:  (3) a statement
that  characterizes  the  documented  mechanism  by which a nutrient  or dietary
ingredient acts to maintain or function; or (4) a statement

                                       20

<PAGE>



that "describes  general  well-being"  from consumption of a nutrient or dietary
ingredient.  In addition  to making sure that a statement  meets one of the four
criteria, a manufacturer of the dietary supplement must have substantiation that
such  statement  is truthful  and not  misleading,  must not claim to  diagnose,
mitigate,  treat, cure, or prevent a specific disease or class of diseases,  and
must contain the following  disclaimer,  prominently displayed in boldface type:
"This statement has not been evaluated by the Food and Drug Administration. This
product is not  intended to  diagnose,  treat,  cure,  or prevent any  disease."
Additionally,  the  manufacturer  must notify the  Secretary of Health and Human
Services  no  later  than 30 days  after  the  first  marketing  of the  dietary
supplement to which such statement relates.

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

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

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

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

     For the years ended July 31, 1998 and 1997 there was no money  allocated to
research and  development.  Royalty  agreements  provided  that the research and
development expenses are to be paid by the royalty holder.

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


                                       21

<PAGE>



     None.

(20) Number of employees.

     As of October 31, 1998 the Company had a total of 10  employees  engaged in
the general management and administration.

Item 2.  Description of Property.

     The Company at this time has no properties.  The Company  occupies  certain
sales offices under a noncancellable  lease. The lease is for thirty-six  months
expiring  August 31, 1999. It is expected that in the normal course of business,
leases that  expire  will be renewed or replaced by leases on other  properties.
The current lease requires  minimum rental  payments of $30,384.00 per year. The
obligations of the lessee under the lease are guaranteed by William Clapham, the
president of the Company.

Item 3.  Legal Proceedings.

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

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

No matters were submitted to a vote of security holders during the quarter ended
July 31, 1998.

PART II

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

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



                                       22

<PAGE>




                   1997                            HIGH BID          LOW BID

First Quarter (10/31/96) ...................  $       3.625     $       1.000
Second Quarter (01/31/97) ..................  $       2.125     $       1.125
Third Quarter (04/30/97) ...................  $       2.875     $       2.000
Fourth Quarter (07/31/97) ..................  $       3.000     $       1.750

                  1998

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



         The number of shareholders  of record of the Company's  common stock as
of November 3, 1998 was approximately  200. The number of shareholders of record
of the Company's preferred stock as of November 3, 1998 was 4.

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

Recent Sales of Unregistered Securities.

         The  Company  over the past three  years has sold  3,509,000  shares of
common stock and 431 shares of cumulative preferred stock.

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

         On July 3, 1996 the Company sold 15,000,000 restricted common shares to
one individual, Mr. Gaius Villard - a US person, for $15,000. The Company relied
on the  exemption  provided  under  Regulation D Rule 506  exemption for limited
offers  and sales  without  regard to dollar  amount  of  offering.  The  issuer
furnished Mr. Villard with the following information: a copy of the issuer's

                                       23

<PAGE>



business  plan,  the type of restricted  securities  offered,  and all financial
information  about the  issuer.  Mr.  Villard  is an  accredited  investor.  The
restricted  common stock was  returned to the Company  treasure on July 31, 1996
under Section 78.283 of the Nevada Sate Corporate Laws.

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

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

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

         On November 11, 1996 the Company  completed a 250,000 units*  offering,
on a best  efforts  basis at $1.00  per unit to  Credit  Suisse  Bank.  The unit
offering memorandum was pursuant to Reg.

                                       24

<PAGE>



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

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

         During  December  1997,  the  company  issued  434,000  shares to three
employees. The shares were offered at market value.

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

General

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

         Customers with repeat business accounted for a majority of the revenues
generated.  Although the Company has provided  products for its  customers  with
repeat  business,  there is no assurance  that such  customers  will maintain or
increase the level of volume of business of the Company.

Results of Operations - The following table set forth,  for the years ended July
31,  1998 and 1997,  certain  items from the  Company's  Condensed  consolidated
Statements of Income expressed as a percentage of net sales.








                                       25

<PAGE>




                                                 1998                1997
                                                ------              -----

Sales, Net                                      100.0%              100.0%
Cost of Sales                                    30.3                30.1
                                          ------------------  ------------------

Gross Margin                                     69.7                69.9

Operating Expenses                               90.9                89.3
                                          ------------------  ------------------

Operating Income (Loss)                         (21.2)              (19.4)

Interest Income, Net                              0.3                 0.1
                                          ------------------  ------------------

Income (Loss) Before Income                     (20.9)              (19.3)
Taxes

Income Taxes
Deferred Tax (Benefit)                           (3.4)               (3.2)
                                          ------------------  ------------------

Net Income (Loss)                               (17.5)              (16.1)
                                          ==================  ==================


Net Sales

         Net sales for Fiscal 1998 were less than Fiscal 1997 by  $1,623,061  or
59.1%. This decrease was due to a broad restructuring of the Company's sales and
compensation  plan, a repricing  strategy  that lowered  prices to  distributors
approximately 30%, re-formulation of certain existing products, and research and
development  of the new Body Lite  System  and  DoloRx  products.  The result of
which,  management  believes,  will have a favorable increase in sales next year
and fuel continual growth into the future.

Cost of Sales

         Cost of sales for Fiscal 1998  decreased  $484,202 or 59.5% compared to
Fiscal  1997.  As a  percentage  of  sales,  cost of sales  remained  relatively
constant increasing from 30.1% to 30.3%.

Operating Expenses

         Operating  expenses  during Fiscal 1998  decreased  $1,412,891 or 60.1%
compared to Fiscal 1997 from $3,543,047 to $2,130,156.




                                       26

<PAGE>



Liquidity and Capital Resources

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

     The decrease in liquidity  during the year was primarily  from cash used by
operations.  The Company generates and uses cash flows through three activities:
operating, investing, and financing. During 1998, operating activities used cash
of $446,000 as compared to net cash used of $58,000 for 1997.

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

         Financing  activities  provided  $28,000 for 1998. The increase in cash
flow from  financing  activities was primarily from the exercise of warrants for
common stock and sales of restricted common stock to employees.

         Management believes that the Company's current cash and funds available
will be  sufficient  to meet capital  requirements  and short term and long term
working capital needs in the fiscal year ending July 31, 1999 and beyond, unless
a significant acquisition or expansion is undertaken.  The Company is constantly
searching for potential  acquisitions and/or expansion  opportunities.  However,
there  are no  arrangements  or  ongoing  negotiations  for any  acquisition  or
expansion.

Inflation and Regulation

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

Factors That May Affect Future Results

     Management's  Discussion and Analysis and other parts of this  registration
statement contain information based on management's  beliefs and forward-looking
statements that involve a number of risks, uncertainties, and assumptions. There
can be no  assurance  that actual  results  will not differ  materially  for the
forward-looking  statements  as a result of various  factors,  including but not
limited

                                       27

<PAGE>



to the following:

     The  markets  for many of the  Company's  offerings  are  characterized  by
rapidly  changing  technology,  evolving  industry  standards,  and frequent new
product  introductions.  The  Company's  operating  results  will  depend  to  a
significant  extent on its ability to design,  develop,  or otherwise obtain and
introduce new products, services, systems, and solutions and to reduce the costs
of these offerings. The success of these and other new offerings is dependent on
many factors,  including proper  identification of customer needs,  cost, timely
completion  and  introduction,  differentiation  from offerings of the Company's
competitors,  and market acceptance.  The ability to successfully  introduce new
products and services could have an impact on future results of operations.

Item 7.  Financial Statements

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

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

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

PART III

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

     Directors and Executive Officers.

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

William Clapham        40      Director/President      July 21, 1996 to Present

Thaisa Branco          30      Director/Vice Pres.     July 21, 1996 to Present

Michael Johnson        33      Director                July 21, 1996 to Present

Thaisa Branco is the wife of William Clapham

Business Experience

William H. Clapham,  Director/President,  is 40 years of age and  co-founded The
Voyager Group, Inc.,

                                       28

<PAGE>



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

Thaisa Branco, Director/Vice  President/Secretary/Treasurer,  is 30 years of age
and co-founded The Voyager Group,  Inc. with her husband,  William Clapham,  and
has served as Vice President of operations  from  inception to the present.  Ms.
Branco earned her Bachelor of Science Degree in Business Administration from UNA
(Brazil)  and holds a Masters  Degree in  Marketing  and  Strategic  Planning in
Brazil.  In  1994,  Ms.  Branco  earned  a  Post  Graduate  Degree  in  Business
Administration from Harvard University in Cambridge, Mass.

Michael Johnson, Director, is 33 years of age and has been a director since July
17, 1996 to the present.  Mr. Johnson  received a certificate of graduation from
Berkshire  School and has attended Lake Forest  College,  Lake Forest,  Chicago,
University of Utah, Salt Lake City,  Utah, New York Institute of Finance,  N.Y.,
N.Y.  and New York  University,  N.Y.,  N.Y.  From 1987 to 1989 Mr.  Johnson was
employed  by Mel Schnel and  Company,  N.Y.,  N.Y.  as a clerk,  New  York-Comex
Commodities.  During  1989 to 1990 Mr.  Johnson was  employed by New  Mercantile
Exchange,  N.Y., N.Y. as a commodity futures trader, arbitrage futures contracts
and energy markets:  oil, gas, etc. For the past five years Mr. Johnson has been
self-employed buying and selling contracts.

Item 10.  Executive Compensation.

                    Annual Compensation

        (a)                         (b)       (c)           (e)
        Name                                                    Other
        and                                                     Annual
        Principal                             Salary          Compensation
        Position                    Year      $             $
--------------------------------------------------------------------------------
William Clapham, President          1996      $      -           $ 25,000
                                    1997      $ 58,600           $ 72,000
                                    1998      $135,600           $ 72,000


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

(a)  Security ownership of certain beneficial owners.

     The following  table sets forth the number and  percentage of the Company's
common shares owned

                                       29

<PAGE>



of record and  beneficially  by each  person  owning more than 5% of such common
shares at July 31, 1998.


(1)                          (2)              (3)               (4)
Title of Class               Name and         Amount and        Percent of Class
                                              Address of        Nature of
                                              Beneficial        Beneficial
                                              Owner             Owner
--------------------------------------------------------------------------------
Preferred Series AA 1996     Thaisa Branco          360                89.33%
                             816 Okra Ct.      (Convertible to       (32.27% if
                             Carlsbad, CA       3,600,000 shares     converted)
                             92009              Common)

Common Stock                 Dr. Morris Mann       625,000             5.60%
                            (WestRim Holdings)
                             California

     The following  table set forth the number and  percentage as of the date of
this filing, the shares beneficially owned by all directors and nominees:

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

    Preferred  Series AA 1996 Thaisa Branco ---see  above---  There have been no
common shares issued to any of the directors of the Company.


Item 12.  Certain Relationships and Related Transactions.

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

                                       30

<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, 1998 and 1997 ...............................................      F-2

Consolidated Statements of Income,
 For the Years Ended July 31, 1998 and 1997 ..........................      F-4

Consolidated Statements of Cash Flows,
 For the Years Ended July 31, 1998 and 1997 ..........................      F-5

Consolidated Statements of Changes in Stockholders' Equity,
For the Years Ended July 31, 1998 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  Articles  of   Incorporation   and  By-Laws  of   EEE-Energy
     Consultants, Inc. (Formerly EEE-Hunter Associates, Inc.) (1)

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

27.1 Financial Data Schedule



                                       31

<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.





































                                       32

<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 USA-Brazil, Ltd.


DATE:   November 13, 1998

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





























                                       33

<PAGE>









                          Independent Auditor's Report


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


         We have  audited  the  consolidated  balance  sheet  of  Voyager  Group
USA-Brazil,  Ltd. and Subsidiaries as of July 31, 1998 and 1997, and the related
consolidated statements of income,  stockholders' equity, and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the financial position of Voyager Group
USA-Brazil,  Ltd., and Subsidiaries as of July 31, 1998 and 1997 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
November 5, 1998




                                       F-1

<PAGE>



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





                                                             July 31,
                                                   ----------------------------
                                                      1998              1997
                                                   ---------          ---------

ASSETS
Current Assets:
  Cash ...................................         $    --            $ 419,332
  Inventory ..............................           173,130            165,212
  Prepaid Expenses .......................               800             56,318
  Accounts Receivable ....................            28,872             16,789
                                                   ---------          ---------

     Total Current Assets ................           202,802            657,651
                                                   ---------          ---------

Fixed Assets, at Cost:
  Furniture and Equipment ................           140,135            138,760
  Leasehold Improvements .................             6,741              6,741
    Less - Accumulated
      Depreciation .......................           (62,443)           (44,925)
                                                   ---------          ---------

                                                      84,433            100,576
                                                   ---------          ---------

Other Assets:
  Deferred Tax Benefit ...................           172,301             96,867
  Intangible Assets, Net .................              --                1,449
  Deposits ...............................            10,327              5,252
                                                   ---------          ---------

     Total Other Assets ..................           182,628            103,568
                                                   ---------          ---------

     Total Assets ........................         $ 469,863          $ 861,795
                                                   =========          =========










                                       F-2

<PAGE>



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




                                                              July 31,
                                                     --------------------------
                                                        1998              1997
                                                     ---------        ---------
LIABILITIES AND STOCKHOLDERS
EQUITY
Current Liabilities:
  Accounts Payable ...........................       $  31,782        $ 130,675
  Accrued Liabilities ........................         204,189           46,267
  Accrued Commissions ........................          48,451          146,027
   Shareholder Loans .........................           4,500             --
                                                     ---------        ---------

     Total Current Liabilities ...............         288,922          322,969
                                                     ---------        ---------

Stockholders' Equity
  Preferred Stock, $.001 par
    value; 5,000,000 shares
    authorized; 421 shares issued
    and outstanding ..........................               1                1
  Premium on Preferred Stock .................         155,331          155,331
  Common Stock to be Issued ..................            --                300
  Common Stock;  $.001 par value;
    50,000,000 shares authorized;
    5,837,010 and 3,578,010 shares
    issued and outstanding July 31,
    1998 and 1997, respectively ..............           5,837            3,578
  Additional Paid-in Capital .................         971,902          920,461
  Retained Earnings (Deficit) ................        (952,130)        (540,845)
                                                     ---------        ---------

     Total Stockholders' Equity ..............         180,941          538,826
                                                     ---------        ---------

     Total Liabilities, and
       Stockholders' Equity ..................       $ 469,863        $ 861,795
                                                     =========        =========




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

                                       F-3

<PAGE>



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



                                                          For the Year Ended
                                                               July 31,
                                                   ----------------------------
                                                       1998             1997
                                                   -----------      -----------
Sales, net of allowances
of $22,902 and $51,653 .......................     $ 2,344,302      $ 3,967,363
Cost of Sales ................................         711,271        1,195,473
                                                   -----------      -----------

     Gross Margin ............................       1,633,031        2,771,890
Selling & Marketing ..........................       1,607,917        2,563,413
Research & Development .......................           2,919             --
General & Administrative .....................         519,320          979,634
                                                   -----------      -----------

Net Income (Loss) from
    Operations ...............................        (497,125)        (771,157)
Other Income (Expense)
  Interest ...................................           7,500            7,404
                                                   -----------      -----------
Income (Loss) Before Income
  Taxes ......................................        (489,625)        (763,753)
Income Tax Benefit (Expense) .................          78,340          124,013
                                                   -----------      -----------

Net Income (Loss) ............................     $  (411,285)     $  (639,740)
                                                   ===========      ===========

Earnings (Loss) Per Common Share:

  Basic & Diluted ............................     $     (0.09)     $     (0.19)
                                                   ===========      ===========

Weighted Average Shares Outstanding:

  Basic & Diluted ............................       4,638,884        3,285,205
                                                   ===========      ===========









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

                                       F-4

<PAGE>



                 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,
                                                       ------------------------
                                                          1998           1997
                                                       -----------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Income (Loss) ..............................     $(411,285)     $(639,740)
  Adjustments to Reconcile Net
    Income (Loss) to Net Cash
    Used in Operating Activities:

    Depreciation and Amortization ................        18,967         31,400
    Common Stock in exchange for Services ........        30,060        638,385
    Changes in Assets and
      Liabilities-
        Increase in Accounts Receivable ..........       (12,083)       (16,789)
        Increase in Prepaid Expenses .............        55,518        (55,007)
        Increase in Inventory ....................        (7,918)      (160,886)
        Increase in Other Assets .................       (80,509)       (96,521)
        Increase in Accounts Payable .............       (98,893)       100,029
        Increase in Accrued Liabilities ..........       157,922          8,985
        Increase in Accrued Commissions ..........       (97,576)       132,592
                                                       ---------      ---------
     Net Cash Provided by Operating
       Activities ................................      (445,797)       (57,552)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase Furniture and Equipment ...............        (1,375)       (90,903)
                                                       ---------      ---------









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

                                       F-5

<PAGE>



                 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,
                                                        ------------------------
                                                           1998           1997
                                                        ---------      ---------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Preferred Stock ..................................     $    --        $    --
 Proceeds from Issuance of
  Common Stock ....................................        23,340        245,000
 Proceeds from Shareholder Loans ..................         4,500           --
                                                        ---------      ---------
     Net Cash Provided by
     Financing Activities .........................        27,840        245,000
                                                        ---------      ---------

NET INCREASE IN CASH AND CASH  EQUIVALENTS ........      (419,332)        96,545
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR ...............................       419,332        322,787
                                                        ---------      ---------

 CASH AND CASH EQUIVALENTS AT  END OF YEAR ........     $    --        $ 419,332
                                                        =========      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
  Cash Paid During the Year For:
    Interest ......................................     $      34      $    --
    Income Taxes ..................................     $     800      $  38,276

     On April 11,  1997 the Company  issued  200,000  shares of common  stock in
exchange  for product  development  services.  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 to Dr. Mann (WestRim Holdings).

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

     During December 1997, the company issued 434,000 shares to three employees.
The shares were offered at approximate market value.




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

                                       F-6

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                      Common                               Additional
                                         Preferred Stock             Stock To         Common Stock         Paid-in     Retained
                                ----------------------------------                ---------------------
                                  Shares      Amount      Premium    Be Issued     Shares      Amount      Capital     Earnings
                                ---------    ---------   ---------   ---------    ---------   ---------   ---------    ---------
<S>            <C>                    <C>    <C>         <C>         <C>          <C>         <C>         <C>          <C>      
Balance August 1, 1996 ......         431    $       1   $ 155,331   $    --      2,978,010   $   2,978   $  37,976    $  98,895
Shares Issued in Exchange for
    Services October 27, 1996        --           --          --          --        150,000         150     149,850         --
Issuance of Common Stock
    Reg D Offering for Cash
    November 11, 1996 .......        --           --          --          --        250,000         250     244,750         --
Shares Issued in Exchange for
   Services April 11, 1997 ..        --           --          --          --        200,000         200     424,800         --
Shares to be Issued for
   Settlement
   Effective August 1, 1996 .        --           --          --           300         --          --        63,085         --
Net Loss Year Ended
   July 31, 1997 ............        --           --          --          --           --          --          --       (639,740)
                                ---------    ---------   ---------   ---------    ---------   ---------   ---------    ---------

Balance July 31, 1997 .......         431            1     155,331         300    3,578,010       3,578     920,461     (540,845)
Shares Issued for Settlement         --           --          --          (300)     300,000         300        --           --
Shares Issued to Employees
   December, 1997 ...........        --           --          --          --        434,000         434      42,966         --
Shares Issued per Top up
   February & April 1998 ....        --           --          --          --        425,000         425        (425)        --
Warrant Exercises
   April 1998 ...............        --           --          --          --      1,000,000       1,000       9,000         --
Conversion of Preferred
   Stock July 1998 ..........         (10)        --          --          --        100,000         100        (100)        --
Net Loss Year Ended
   July 31, 1998 ............        --           --          --          --           --          --          --       (411,285)
                                ---------    ---------   ---------   ---------    ---------   ---------   ---------    ---------

Balance July 31, 1998 .......         421    $       1   $ 155,331   $    --      5,837,010   $   5,837   $ 971,902    $(952,130)
                                =========    =========   =========   =========    =========   =========   =========    =========
</TABLE>

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

                                       F-7

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

Principles of Consolidation

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

Nature of Business

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

Inventories

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

Revenue Recognition

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


                                       F-8

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997
                                   (Continued)


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

Income Taxes

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

Depreciation

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

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

Amortization

         Organization costs are amortized over a sixty month period.  Intangible
assets are amortized over useful life.

Cash Equivalents

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

Earnings (Loss) Per Share

     In 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 128,
"Earnings per Share" (EPS). SFAS No. 128 replaced the calculation of primary and
fully diluted  earnings per share with basic and diluted earnings per share. The
application of SFAS No. 128 had no effect of the earnings per share for the nine
months ended September 30, 1996 as previously reported.

                                       F-9

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997
                                   (Continued)


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


         The effect of outstanding common stock equivalents,  including warrants
and convertible  preferred stock are  antidilutive  for the years ended July 31,
1998 and 1997 and are thus not considered.

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


                                                       1998             1997
                                                   -----------      -----------
NUMERATOR
Net Loss .....................................        (411,285)        (639,740)

Net Loss To Common Stockholders ..............     $  (411,285)     $  (639,740)
                                                   ===========      ===========

DENOMINATOR
Weighted Average Number of Common Shares
                                                     4,638,884        3,282,205
                                                   ===========      ===========


Concentration of Credit Risk

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

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





                                      F-10

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997
                                   (Continued)


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

Recent Accounting Pronouncements

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

Pervasiveness of Estimates

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

Reclassifications

         Certain   reclassifications  have  been  made  in  the  1997  financial
statements to conform with the 1998 presentation.









                                      F-11

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997
                                   (Continued)

NOTE 2 - PREFERRED STOCK

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

NOTE 3 - RELATED PARTY TRANSACTIONS

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

NOTE 4 - RENT EXPENSE

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

NOTE 5 - ADVERTISING AND PROMOTION

         On  October  11,  1997  the  Company  entered  into an  agreement  with
Celebrity Foods, Inc., also known as Robert Eubanks,  to assist in promotion and
advertising of Company  products and the expansion of the Company's  independent
distributor  network.  The contract calls for Celebrity Foods, Inc., among other
things,  to produce  (1) a maximum of one audio tape for each  existing  Voyager
product and any new product  introduced by the Company during the three years of
the contract,  (2) Celebrity  (Bob  Eubanks) will make personal  appearances  at
Company functions (not to exceed two


                                      F-12

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997
                                   (Continued)

NOTE 5 - ADVERTISING AND PROMOTION (Continued)

per year),  (3) Bob Eubanks will be available to host Company  conference  calls
not to exceed four per year,  and (4) Celebrity will do no fewer than four radio
and  television  interviews  per month.  On October 27, 1997 the Company  issued
150,000  restricted common shares. The value of the services were recorded at $1
per share (the  approximate  closing  price of the common  stock on the date the
agreement was signed).

NOTE 6 - PRIVATE PLACEMENT OF COMMON STOCK

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

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

         During  December  1997,  the  company  issued  434,000  shares to three
employees. The shares were offered at approximate market value.

NOTE 7 - INCOME TAXES

         The Company is subject to corporate  and state income  taxes.  Deferred
taxes are  determined  based on the estimated  future tax effects of differences
between the financial  reporting and tax basis of assets and  liabilities  given
the  provisions of the enacted tax laws.  The net deferred tax asset at July 31,
1998 of  $269,034 is  comprised  of the tax  benefit of the net  operating  loss
carryforward   and  the  difference   between   financial   accounting  and  tax
depreciation.





                                      F-13

<PAGE>



                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997
                                   (Continued)

NOTE 7 - INCOME TAXES (Continued)

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


                                                             July 31,
                                                -------------------------------
                                                    1998                1997
                                                ----------            ---------
Current
 Federal ...........................            $    --               $    --
 State .............................                  800                  --
Deferred
 Federal ...........................              (48,371)             (114,500)
 State .............................              (30,769)               (9,513)
     Total .........................            $ (78,340)            $(124,013)
                                                =========             =========


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:


                                                     1998              1997
                                               --------------     --------------
Statutory federal income tax rate ........        (15.00)   %        (34.00)   %
State income taxes .......................         (8.84)   %         (8.00)   %
Other ....................................          7.84    %         26.00    %
                                               --------------     --------------
Effective income tax rate ................        (16.00)   %        (16.00)   %
                                               ==============     ==============



NOTE 8 - LEGAL PROCEEDINGS

         On May 13,  1997 James R.  Parker  (Plaintiff)  filed a  Complaint  for
Damages  against  various  individuals  and the Voyager Group,  Inc. in Superior
Court of the State of California  in and for the County of Sacramento  (Case No.
97AS02458).  The  complaint  alleges  that  the  Voyager  Group,  Inc.  and  its
directors,  officers,  agents and shareholders among others, promised to pay the
Plaintiff  approximately  781,250  shares of the Voyager  Group.  The  complaint
seeks,  among other things,  damages from the defendants in the aggregate amount
of  $2,900,000,  plus attorney  fees and interest.  During  November  1998,  the
Company  successfully  negotiated to settle all claims by issuing 300,000 shares
of common stock to Mr. Parker. The amount of the settlement and any liability or
other  costs that may be  incurred  in  connection  with this  matter  have been
provided for in the financial statements.



                                      F-14

<PAGE>


                 VOYAGER GROUP USA-BRAZIL, LTD. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JULY 31, 1998, AND 1997
                                   (Continued)


NOTE 9 - 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,
                                 1997            1997        1997             1996     
                            -----------    -----------    -----------    -----------     
<S>                         <C>            <C>            <C>            <C>        
Income statement data:
Net sales ...............   $   954,583    $   928,829    $ 1,063,311    $ 1,020,640
Gross profit ............       666,967        648,973        782,328        673,622
Income (loss) from
  operations ............        41,346       (395,842)       (39,855)      (376,806)
Other income ............         3,573          3,831           --             --
                            -----------    -----------    -----------    -----------

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

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

  Net income (loss) .....   $    39,544    $  (329,289)   $   (33,478)   $  (316,517)
                            ===========    ===========    ===========    ===========
</TABLE>
<TABLE>
<CAPTION>

                                                  Quarters Ended                                                
                            --------------------------------------------------------  
                               July 31,      April 30,    January 31,     October 31,
                                 1997            1997        1997             1996     
                            -----------    -----------    -----------    -----------     
<S>                         <C>            <C>            <C>            <C>        
Income statement data:
Net sales ...............   $   486,076    $   454,076    $   632,669    $   872,302
Gross profit ............       312,851        318,498        441,510        608,474
Income (loss) from
  operations ............       163,978       (149,257)      (102,099)        18,225
Other expense ...........          (987)         1,345          2,880          3,419
                            -----------    -----------    -----------    -----------

 Income (loss) before tax       162,991       (147,912)       (99,219)       (21,644)

 Income tax (provision)
   benefit ..............       (46,184)        50,238         33,000          7,000
                            -----------    -----------    -----------    -----------

  Net income (loss) .....   $   116,807    $   (97,674)   $   (66,219)   $    14,644
                            ===========    ===========    ===========    ===========
</TABLE>

                                      F-15