VOYAGER GROUP INC/CA/, 10SB12G, 2000-08-18

VOYAGER GROUP INC/CA/
10SB12G, 2000-08-18

Previous: ORION POWER HOLDINGS INC, S-1, EX-27.2, 2000-08-18

Next: VOYAGER GROUP INC/CA/, 10SB12G, EX-2.1, 2000-08-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of The Securities Exchange Act of 1934

VOYAGER GROUP INC.
------------------
(Name of Small Business Issuer in Its Charter)

DELAWARE 33-0649562
--------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

6354 CORTE DEL ABETO, SUITE F, CARLSBAD, CALIFORNIA 92009
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

ISSUER'S TELEPHONE NUMBER (760) 603-0999
--------------

Securities to be registered pursuant to Section 12(b) of the Act:

NONE

Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.001 PAR VALUE PER SHARE
----------------------------------------
(Title of Class)

<PAGE>

CROSS REFERENCE
VOYAGER GROUP, INC. (VYGP)

INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED IN FORM
10-SB BY REFERENCE

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10-SB

ITEM NO. ITEM CAPTION PAGES LOCATION IN -- "INFORMATION STATEMENT"

PART I

1. Description Business "Summary";"Summary-Questions and Answers about
VYGP & the Spin-Off;" "VYGP's Business";

Financial Information "Summary --- Summary Finanical Data"

2. Financial Information "Management's Discussion and Analysis of
Financial Condition and Results of Operations"

3. Properties "VYGP's Business -- Intellectual Property
Rights"; "VYGP's Business -- Facilities"

4. Security Ownership of "VYGP's Management -- Stock Ownership of
Certain Beneficial Directors and Executive Officers"; "Ownership
of Owners and Management VYGP Common Stock by
Certain Beneficial Owners"

5. Directors and Executive "VYGP's Management -- Directors, Executive
Officers Officers and Key Employees"

6. Executive Compensation "Management" "Executive Compensation"

7. Certain Relationships "VYGP's Relationship with Voyager Group, Inc.,
& Related Transactions Company After the SPIN-OFF"; "Certain
Transactions"

8. Legal Proceedings "VYGP's Business -- Legal Proceedings"

PART II

9. Market Price of & "Summary -- Questions and Answers about VYGP
Dividends on the and the Spin-Off;" "Description of VYGP
Registrant's Common Capital Stock" "VYGP Business -- Dividend
Equity & Related Policy"

<PAGE>

Stockholder Matters

10. Recent Sales of "Certain Transactions"
Unregistered Securities

11. Description of "Description of VYGP Capital Stock"
Registrant's Securities
to be Registered

12. Indemnification of "Description of VYGP Capital Stock --
Directors and Officers Limitation of Liability and Indemnification
Matters"

13. Financial Statements & "Summary -- Summary Financial Data";
Supplementary Data "Management's Discussion and Analysis of
Financial Condition and Results of
Operations"; "Index to VYGP Financial
Statements and Schedule"; "VYGP Financial
Statements"

14. Changes in & None
Disagreements With
Accountants on Accounting
and Financial Disclosure

FINANICAL STATEMENTS

15. Financial Statements & "Index to Financial Statements and Schedule";
Exhibits "VYGP Financial Statements."

PART III

ITEM-EXHIBIT NO. DESCRIPTION

2.1 Reorganization Agreement Between Voyager Internet Group.Com (VIGC) and
Voyager Group Inc (VYGP)

3.1 Certificate of Amendment of Certificate of Incorporation of Voyager
Group, Inc.(VYGP)

3.2 By- Laws of Voyager Group, Inc. (VYGP)

3.2.1 Form of Indemnifcation Agreement (VYGP)

3.2.1 Form of Reorganization Agreement between VIGC and VYGP

10.1 1999 Stock Incentive Plan and Amendment Number One (VYGP)

10.2.1 Form of Common Stock Warrant (VYGP)

<PAGE>

10.2.2 Form of Common Stock Option & Notice of Exercise (VYGP)

10.3.1 Sharholders Rights Agreement (VYGP)

10.4 Form of Shared Services Agreement between Voyager Internet Group.Com
(VIGC) and Voyager Group Inc. (VYGP)

10.5 Form of Tax Sharing and Disaffiliation Agreement between Voyager
Internet Group.Com (VIGC) and Voyager Group Inc (VYGP)

10.6 Voyager Internet Group . Com (Licensor) Intellectual Property License
Agreement (VIGC)

10.7 Voyager Group Inc (Licensor) Intellectual Property License Agreement
(VYGP)

10.8 Letters to -- Voyager Shareholders

21 Subsidiaries of VYGP

27 Financial Data Schedule

99 Information Statement dated as of x, 2000

99.1 Form 10-K-SB July 31, 1999, Form 10 Q October 31, 1999, Form 10 q
January 31, 2000, April 30, 2000.

SIGNATURES

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

VOYAGER GROUP, INC

BY: /S/ JOHN SOUTHERLAND
---------------------
President

DATE: JULY 27, 2000
---------------

<PAGE>

INFORMATION STATEMENT
Spin -OFF
OF
VOYAGER INTERNET GROUP .COM

We are furnishing you with this information statement/prospectus in
connection with the spin-off by Voyager Internet Group. Com of all of the
outstanding shares of common stock of Voyager Group, Inc owned by Voyager
Internet Group .Com to stockholders of Internet Group. Com.

Voyager Internet Group. Com will accomplish the spin-off by
distributing all issued and outstanding shares of our common stock owned by
Voyager Internet Group. Com to holders of record March 31, 2000 of Voyager
Internet Group .Com common stock. The distribution of Voyager Group, Inc common
stock will be made on or before April 31, 2000 to holders of record of Voyager
Internet Group. Com common stock at the close of business on March 31, 2000.
This spin-off will be accomplished through a distribution of one share of common
stock of Voyager Group, Inc for every one share of Voyager Internet Group. Com
common stock.

NO CONSIDERATION WILL BE PAYABLE BY VOYAGER INTERNET GROUP. COM
STOCKHOLDERS FOR THE VOYAGER GROUP, INC STOCK SHARE, NOR WILL THEY BE REQUIRED
TO SURRENDER OR EXCHANGE SHARES OF VOYAGER INTERNET GROUP. COM COMMON STOCK OR
TAKE ANY OTHER ACTION IN ORDER TO RECEIVE THE VOYAGER GROUP, INC SHARES.

There is currently no public market for the common stock of
Voyager Group, Inc., although it is expected that a trading market may develop
after the time of the spin-off when and if approved for listing on NASDAQ
Bulletin Board Market under the symbol "VYGP" subject to official notice of the
company.

IN REVIEWING THIS INFORMATION STATEMENT, YOU SHOULD CAREFULLY CONSIDER
THE MATTERS DESCRIBED UNDER THE CAPTION "RISK FACTORS" COMMENCING ON PAGE 8.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS INFORMATION STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.

THE DATE OF THIS INFORMATION STATEMENT IS APRIL 30, 2000

<PAGE>

TABLE OF CONTENTS

Summary.......................................................................3
Risk Factors..................................................................8
The Spin-Off.................................................................30
Voyager Group Inc- Industry Overview.........................................37
Management's Discussion and Analysis of
Financial Condition and Results of Operations...............................55
Voyager Group, Inc
Selected Financial Data.................................................F1-F24
Voyager Group Inc- Relationship with Voyager Internet
Group .Com After the Spin-Off................................................63
Voyager Group Inc- Management................................................68
Ownership of Voyager Group Inc- Common Stock by Certain
Beneficial Owners............................................................69
Description of Voyager Group Inc Capital Stock...............................73

Index to Financial Statements -..............................................78

<PAGE>

SUMMARY

This summary highlights selected information from this information
statement/prospectus, but does not contain all details concerning the spin-off
and Voyager Group Inc, including information that may be important to you. To
better understand the spin-off and the business and financial position of
Voyager Group, Inc you should carefully review this entire document.

In this information statement, "Voyager Group Inc," "we," "our" and
"us" each refers to Voyager Group Inc and the business we conducted as a
division of Voyager Internet Group . Com.

QUESTIONS AND ANSWERS
ABOUT VOYAGER INTERNET GROUP. COM
AND THE SPIN-OFF

What is the spin-off ?.....

The spin-off is designed to separate Voyager Internet Group . Com and
Voyager Group Inc businesses into separate publicly traded companies. Voyager
Internet Group .Com will accomplish the spin-off by distributing to Voyager
Internet Group .Com stockholders as a dividend all of the outstanding common
stock of Voyager Group, Inc owned by Voyager Internet Group . Com. For every
share of Voyager Internet Group . Com common stock that you own of record on
March 31, 2000 you will receive one share of Voyager Group Inc common stock. For
example, if you own 200 shares of Voyager Internet Group. Com common stock on
the record date, you will receive 200 shares of Voyager Group, Inc common stock
in the spin-off.

Why is Voyager Internet Group. Com effecting the spin-off ?...

Voyager Internet Group. Com majority shareholders and management
believe that separating Voyager Group Inc from the rest of Voyager Internet
Group . Com business will allow both Voyager Internet and Voyager Group Inc to:

- Focus their attention and financial
- Resources on their respective businesses;
- Pursue different strategies;
- React quickly to changing market environments;
- Focus on each company's own strategic plan;
- Develop incentive programs tailored to their own business; and
- Have greater capital planning flexibility and simplify their
organizational and Internal reporting structures.

What is the business of Voyager Group Inc ?

Voyager Group Inc a subsidiary of Voyager Internet Group .Com and will
become an independent publicly traded upon completion of the spin off. Voyager
Group Inc is a network marketing system, which allows person-to-person product
education, not readily available through

<PAGE>

traditional distribution channels. Voyager primary product lines consist of
modular designed nutritional systems, anti-ageing systems and weight management
products.

Weight management product systems center around low glycemic shakes
which has recipes for low glycemic meal entrees with instructional, how to
information, videos and other products developed to provide a comprehensive
approach to weight management, proper diet and exercise, nutrition and healthy
living. The Company believes bioavailability, safety and quality characterize
its products. Voyager Group Inc web site [email protected]'s offers complete
entrepreneurial packages for direct marketing distributors home based business
including replicating web sites with personalized web addresses, discount
communication services, discount office supplies and the like.

What is a direct marketing distributor relationship ?

Voyager Group, Inc management lack of experience with technology
integration can lead to the company losing their distributors.

Why is it important to improve distributor relationships ?

Improved distributor relationships can lead to higher revenues and
improved profitability. Voyager Group Inc is increasingly aware of the
significant financial impact associated with losing distributors, particularly
in the early stages of the relationship. According to research presented by
Frederick R. Reichheld and W. Earl Sasser, Jr. in a Harvard Business Review
article, "companies can boost their profits by almost 100% by retaining just 5%
more of their distributors."

What are distributor solutions ?

A distributor loyalty solution is a combination of business strategy
and technology integration that seeks to improve distributor relationships and
income. A distributor loyalty solution focuses on:

- improving the efficiency and effectiveness of wireless
telecommunications with the distributor's; and

- taking advantage of distributor interactions to sell more
products.

We believe that several different and specialized skills are required
to create a distributor's loyalty solution. These skills include:

- strategic business consulting to define a company's policies
for leadership in each distributor group within the
organization;

- technical knowledge of the different products that a company
needs to communicate with our distributor's using the
Internet, wireless telecommunication, e-mail and fax;

<PAGE>

- integration techniques to enable each of these software
products to be tied together; and

- ongoing support of distributor loyalty solution to meet
changing business requirements and emerging technology and
products.

What is new about loyalty solutions ?

Voyager group Inc believes that a distributor loyalty solution is the
next step in the distributor relationship management market. This market refers
to consulting and software products that focus on helping a company manage
telecommunications with its distributor's. With the emergence of the Internet,
managing distributor relationships has become more complex. The Internet is
available at all times of the day and night and almost anywhere in the world.
This freedom of access can create an expectation with distributor's that they
should be able to communicate with any part of a company about any matter
relating to their products or services at any time. To meet these new
expectations, a company needs to link their existing distributor relationship
management solution with this new electronic environment.

We define this market opportunity as electronic distributor
relationship management. Electronic distributor relationship management is an
expansion of distributor relationship management to further includes the
Internet, e-mail and web-chat across each division of a company. We view a
distributor loyalty solution as an electronic distributor relationship
management business and technology solution that is designed to:

- help Voyager build lasting relationships with their
distributor;

- maximize the efficiency and effectiveness of distributor
interactions; and

- capitalize on selling opportunities based on distributor
information gathered during these interactions.

What are Voyager Group Inc key objectives ?

Voyager Group Inc objective is to be the leading international provider
of distributor solutions, which is, intends to substantially increase our
revenues and profitability.

Our strategy to attain these goals is:

- to focus on providing business solutions to our distributors;

- to enhance our distributor solutions to include hosting
capabilities;

- to build strategic distributor relationships;

- to invest in product awareness;

<PAGE>

- to invest in operational and management systems; and

- to expand our national presence.

What will be the relationship between Voyager Group Inc and Voyager Internet
Group . Com after the spin-off ?

After the spin-off, Voyager Internet Group . Com will not own any of
our common stock. Voyager Internet Group . Com and Voyager Group Inc will enter
into agreements and ancillary Agreements in connection with the spin-off to
allocate responsibility for obligations arising prior to the spin-off and for
some obligations that might arise in the future.

Voyager Internet Group will retain responsibility for liabilities and
obligations relating to its business and we will assume responsibility for
liabilities and obligations relating to our business. For a more complete
discussion of the obligations of Voyager Group Inc and Voyager Internet Group.
Com to each other after the spin-off, see "Voyager Group Inc Relationship with
Voyager Internet Group . Com After the Spin-Off."

What do I have to do to participate in the Spin-Off ?

Nothing.

You are not required to take any action to receive Voyager Group Inc
common stock in the spin-off. No proxy or vote is necessary for the spin-off.
You should not mail in Voyager Internet Group . Com stock certificates to
receive Voyager group Inc shares. Our transfer agent will send to you your
Voyager Group Inc share certificates shortly on or after April 31, 2000. The
number of shares of Voyager Internet Group , Com common stock you own will not
change as a result of the spin-off.

When will I receive my Voyager Group Inc shares ?

If you hold your Voyager Internet Group . Com shares in your own name,
your share certificates will be mailed to you on or shortly after April 31,
2000. You should allow several days for the mail to reach you. If you hold your
Voyager Group Inc shares through your stockbroker, bank or other nominee, you
may not be stockholder of record. Your receipt of Voyager Group Inc shares
depends on your arrangements with the nominee that holds your Voyager Internet
Group . Com shares for you. For a more complete discussion of how the spin-off
will be accomplished, see "The Spin-Off -- Manner of Effecting the Spin-Off."

Is the spin-off taxable for United States Federal Income tax purposes ?

The spin-off is conditioned on, among other things, Voyager Internet
Group .Com receiving a favorable review from our tax counsel of the United
States Internal Revenue Service Code with respect to spin- off being be tax-free
to Voyager Internet Group . Com and its United States stockholders. See "The
Spin-Off -- Material Federal Tax Consequences" for a more complete

<PAGE>

discussion of the United States federal income tax consequences of the spin-off
to holders of Voyager Internet Group . Com common stock.

Where will my shares of our common stock trade ?

Currently, there is "NO" public market for Voyager Group Inc common
stock. Voyager Group Inc will apply for a common stock listing on The Nasal
Bulletin Board Market under the symbol "VYGP," subject to official notice. There
will be no "when-issued" trading market for Voyager Group Inc common stock.
Voyager Group Inc common stock trading market will begin "regular-way" trading
upon the official effective notice by Nasdaq. For a more complete discussion of
the public market for our shares following the spin-off, see "The Spin-Off --
Market for Voyager Group Inc Common Stock."

What will happen to the listing of Voyager Internet Group . Com shares now
trading on the NASDAQ Bulletin Board Market ?

Voyager Internet Group . Com common stock will continue to be listed on
the NASDAQ BB Market under the symbol "VIGC."

Voyager Internet Group .Com expects that its common stock will continue
to trade on a regular basis through and after the spin-off date.

Who do I contact for information regarding the spin-off ?

You should direct inquiries relating to the spin-off to:

Voyager Internet Group .Com Shareholder Services.
1-760-603-0999
and /or
Mr. Michael Johnson
Mr. John Southerland

And /or

Certified Share Transfer, ltd
PO Box 1439
La Jolla, Ca 92038-1439
Attention: Investor Relations

(858) 456-7298

After the spin-off, you should direct inquiries relating to
your investment in Voyager Group Inc common stock to:

Voyager Group Inc
6354 Corte Del Abeto

Suite F

<PAGE>

Carlsbad, Ca 92009
Attention: Investor Relations

(760-603-0999)

Voyagers web site may be of further assistance:
http:/ www.vygp.com

After the spin-off, the transfer agent and registrar for the
Voyager Group Inc common stock will be Certified Share
transfer, Ltd.

Box 1439
La Jolla, Ca 92038-1939

The historical financial data of Voyager Group Inc.

The information attached herein should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical financial statements and notes thereto attached
in this information statement/prospectus.

The statement of operations data for the month period ended January 31,
2000 and for of the year ended July 31, 1999 and the balance sheet data as of
July 31, 1999 attached herein set forth the audited combined financial
statements included in this information statement/prospectus.

They should be read in conjunction with those financial statements and
the notes. The statement of operations data for the month periods ended January
21,2000 and October 31, 1999 and for years ended July 31, 99 and 98 and the
balance sheet data as of July 31, 2000 are derived from unaudited combined
financial statements.

The number of Voyager Group Inc shares of common stock which Voyager
Internet Group. Com will distribute in the spin-off will be equal to the number
of common shares of Voyager Internet Group . Com outstanding as of the record
date for the spin-off.

There are know shares reserved for issuance under Stock Incentive Plan,
or options.

RISK FACTORS

You should carefully consider each of the following risks and all of
the other information in this information statement/prospectus. Some of the
following risks relate principally to the spin-off while other risks relate
principally to our business in general and the industry in which we operate.
Finally, other risks relate principally to the securities markets and ownership
of our stock.

If any of the following risks and uncertainties develops into actual
events, our business, financial condition or results of operations could be
materially adversely affected. If that happens, the trading price of our common
stock could decline.

<PAGE>

This information statement/prospectus contains forward-looking
statements that involve risks and uncertainties. You should not rely on these
forward-looking statements. We use words such as "anticipate," "believe,"
"plan," "expect," "future," "intend" and similar expressions to identify such
forward-looking statements. This information statement/prospectus also contains
forward-looking statements attributed to third parties relating to their
estimates regarding, among other things, the growth of the relationship
management or DRM industry and the number of Internet users. You should not
place undue reliance on those forward-looking statements. Our actual results
could differ materially from those anticipated in the forward-looking statements
for many reasons, including the risks faced by us described below and elsewhere
in this information statement/prospectus.

RISKS RELATING TO THE SPIN-OFF

We are subject to the following risks relating to the spin-off.

WE COULD INCUR SIGNIFICANT TAX LIABILITY IF THE CONTRIBUTION OR THE SPIN- OFF
DOES NOT QUALIFY FOR TAX FREE TREATMENT.

Voyager Internet Group . Com and the Voyager Internet Group . Com
stockholders could incur significant tax liability if the contribution of the
Voyager Group Inc business or the spin-off does not qualify for tax-free
treatment. Should this occur, we could be jointly and severally liable for, and
could be required to indemnify and pay Voyager Internet Group . Com for, taxes
and resulting liabilities imposed upon Voyager Internet Group . Com with respect
to the contribution or the spin-off.

Voyager Internet Group . Com Tax Counsel has reviewed IRS Code ruling
which indicate that contribution of the Voyager Group Inc business and the
spin-off would not be taxable to Voyager Internet Group . Com or its
stockholders. For a more complete discussion of the ruling, and the
circumstances under which the ruling might be invalid, see "The Spin-Off --
Material Federal Tax Consequences."

The spin-off may become taxable to Voyager Internet Group. Com if:

- acquisitions involving 50% or more of Voyager Group Inc common
stock are found to be part of a plan (or a series of related
transactions) of which the spin-off is a part; or

- acquisitions involving 50% or more of Voyager Internet Group.
Com common stock are found to be part of a plan (or a series
of related transactions) of which the spin-off is a part.

If the contribution or the spin-off were not to qualify for tax-free
treatment for United States federal income tax purposes then, in general, a very
substantial tax would be payable by Voyager Internet Group. Com (in the case of
the contribution or the spin-off) and Voyager Internet Group. Com stockholders
(in the case of the spin-off only). In general, Voyager Internet Group . Com
would be subject to tax as if it had sold the Voyager Group Inc business in a
taxable sale and the Voyager

<PAGE>

Internet Group . Com shareholders would generally be subject to tax as if they
had received a taxable distribution equal to the fair market value of the
Voyager Group Inc stock distributed to them.

For a more complete discussion of the tax consequences of the spin-off
being taxable, see "The Spin-Off -- Material Federal Tax Consequences."

Although the taxes described above generally would be imposed on
Voyager Internet Group. Com and its stockholders, we would be liable for all or
a portion of such taxes in the circumstances described below. First, as part of
the spin-off, Voyager Internet Group . Com and we will enter into a Tax Sharing
and Disaffiliation Agreement. This agreement will generally allocate, between
Voyager Internet Group . Com and us, the taxes and liabilities relating to the
failure of the contribution or the spin-off to be tax-free. For a more complete
discussion of the allocation of taxes and liabilities between Voyager Internet
Group . Com and us under the Tax Sharing and Disaffiliation Agreement, see
"Voyager Group Inc Relationship with Voyager Internet Group. Com after the
Spin-Off - "Tax Sharing and Disaffiliation Agreement."

Second, aside from the Tax Sharing and Disaffiliation Agreement, under
United States federal income tax laws, Voyager Internet Group and we . Com would
be jointly and severally liable for Voyager Internet Group . Com's federal
income taxes resulting from the spin-off being taxable. This means that even if
we do not have to indemnify Voyager Internet Group . Com for any liabilities and
expenses if the contribution or the spin-off fails to be tax-free, we may still
be liable for any part of, including the whole amount of, these liabilities and
expenses.

These agreements were made in the context of a parent-subsidiary
relationship and were negotiated in the overall context of our separation from
Voyager Internet Group . Com. For more information about these arrangements, see
"Voyager Group Inc Relationship with Voyager Internet Group . Com after the
Spin-Off."

We believe that our capital requirements will vary greatly from quarter
to quarter, depending on, among other things, capital expenditures, fluctuations
in our operating results and financing activities. We believe that the following
sources will provide sufficient capital to satisfy our cash requirements for the
foreseeable future:

- current cash, cash equivalents and additional cash to be
contributed by Voyager Group Inc prior to and after the
spin-off;

However, to increase our financial resources, we intend to obtain
additional equity financing in the next twelve months through a public offering.
In addition, we may obtain additional capital through a private placement of
equity with strategic or other investors or through additional debt financing in
the future. Future equity financings would dilute the relative percentage
ownership of the then existing holders of our common stock. Future debt
financings could involve restrictive covenants that limit our ability to take
some actions such as pay dividends, incur additional indebtedness or create
liens. We may not be able to obtain financing with interest rates as favorable
as those historically enjoyed by Voyager Internet Group . Com. For a more
complete discussion of

<PAGE>

our plans to obtain adequate financing, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

THE COMBINED POST-SPIN-OFF VALUE OF VOYAGER INTERNET GROUP . COM AND
VOYAGER GROUP INC, SHARES MAY NOT EQUAL OR EXCEED THE PRE-SPIN-OFF
VALUE OF VOYAGER INTERNET GROUP . COM SHARES

After the spin-off, Voyager Internet Group . Com common stock will
continue to be listed and traded on The NASDAQ Bulletin Board Market. Voyager
Group Inc common stock may be listed and traded on The Nasdaq Bulletin Board
Market. We cannot assure you that the combined trading prices of Voyager
Internet Group . Com common stock and Voyager Group Inc common stock after the
spin-off will be equal to or greater than the trading price of Voyager Internet
Group. Com common stock prior to the spin-off.

Until the market has fully evaluated the business of Voyager Internet
Group . Com without the business of Voyager Group Inc, the price at which
Voyager Internet Group . Com common stock trades may fluctuate significantly.
Similarly, until the market has fully evaluated the Voyager Group Inc business,
the price at which our common stock trades may fluctuate significantly.

RISK FACTORS RELATING TO OUR BUSINESS

Our business is subject to the following risks, which include risks
relating to the industry in which we operate.

Regulatory Matters, Product Regulation.

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

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

<PAGE>

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

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

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

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

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

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

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

<PAGE>

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

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

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

<PAGE>

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

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

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

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

Regulations-Network Marketing.

<PAGE>

little or no effort. Generally these laws are directed at ensuring that product
sales ultimately are made to consumers and that advancement within such sales
organizations is based on sales of the enterprise's products, rather than
investments in such organizations or other non-retail sales related criteria.
Where required by law, the Company obtains regulatory approval of its network
marketing system, or, where such approval is not required or available, the
favorable opinion of local counsel as to regulatory compliance.

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

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

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

WE HAVE EXPERIENCED DECREASING GROWTH IN OUR BUSINESS IN RECENT
PERIODS AND, IF WE ARE UNABLE TO MANAGE THIS DECREASE IN GROWTH, OUR
BUSINESS WILL BE ADVERSELY AFFECTED

Voyager Group Inc ability to successfully implement our business plan
in a rapidly evolving market requires an effective planning and management
process. Voyager Group Inc further growth has placed significant demands on the
company President CEO Mr. John Southerland

Mr. John Southerland, President does not receive a salary and he
anticipate will not take a salary in the foreseeable future. However, if Mr.
Southeralnd were to take a salary, selling, general and administrative expenses
would increase. Depreciation and amortization expense has

<PAGE>

increased as a result of substantial infrastructure investments in dell computer
systems, telecommunications equipment and software systems supporting domestic
expansion. Mr. John Southerland the president anticipates that additional
capital investments will be required in future periods to promote and support
further growth in sales and revenues the increasing size of the distributor.

Research and development

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

Results of Operations

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

VOYAGER GROUP INC QUARTERLY FINANCIAL RESULTS ARE SUBJECT TO
SIGNIFICANT FLUCTUATIONS BECAUSE OF MANY FACTORS, ANY OF WHICH COULD
ADVERSELY AFFECT OUR STOCK PRICE

Voyager's quarterly financial results will vary from quarter to
quarter. It is possible that in some future periods our operating results may be
below the expectations of public market analysts and investors. In this event,
the price of our common stock may decrease. Voyager's revenues and operating
results may vary significantly from quarter to quarter due to a number of
factors, many of which are not in our control. Certain Risks affecting the
company include:

Voyager Group Inc relies on non-employee, independent distributors to
purchase, market and sell its products. These distributors are independent
contractors who purchase products directly from the Company for their own use or
for resale. Distributors typically work at the distribution of the Company's
products on a part-time basis, may, and likely will engage in other business
activities, some of which may compete with the Company. The Company has a large
number of distributors and a relatively small corporate staff to implement its
marketing programs and provide motivational support to its distributors.
Distributors may voluntarily terminate their agreements with the Company at any
time. There is typically significant turnover in distributors from year to year.
Because of this high turnover, the Company must continually recruit new
distributors. The Company's net sales are directly dependent pun the efforts of
these non- employee, independent distributors and future growth in sales volume
will depend in large part upon the Company's success in increasing the number of
new distributors and improving productivity of its distributors. Consequently,
the loss of a key distributor or group of distributors,

<PAGE>

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

- General business and economic conditions,

- Public perceptions about network marketing programs,

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

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

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

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

Network marketing is subject to intense government scrutiny and regulation.

Network marketing systems such as the Company's are frequently subject
to laws and regulations directed at ensuring that product sales are made to
consumers of the products and that

<PAGE>

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

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

VOYAGER'S INDUSTRY IS VERY COMPETITIVE AND, IF WE FAIL TO SUCCESSFULLY
COMPETE, OUR MARKET SHARE AND BUSINESS WILL BE ADVERSELY AFFECTED

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

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

<PAGE>

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

- Retail consumer emphasis on value pricing,

- Constantly changing formulations based on evolving scientific
research,

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

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

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

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

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

THE LOSS OF VOYAGER PROFESSIONALS, OR THE INABILITY TO RECRUIT ADDITIONAL
PROFESSIONALS, WOULD MAKE IT DIFFICULT TO COMPLETE FOR MARKET SHARE.

Voyager may currently faces a shortage of qualified personnel, which is
expected to continue. We compete intensely with other companies to recruit and
hire from this limited pool. In addition,

<PAGE>

our industry suffers from a high rate of employee turnover. If we cannot hire
and retain qualified personnel, or if a significant number of our current
employees leave, we may be unable to complete or retain existing projects or bid
for new projects of similar scope and revenue.

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

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

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

VOYAGER'S -- INCREASING VOYAGER MARKET SHARE

Voyager's 2000 Operating and Growth Strategy shall be characterized by
rapidly changing telecommunication technologies, the introduction of many new
products and services evolving distributors..

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

Voyager's "Medical Advisory Committee" is charting Voyager course. The
Company's research and development effort is directed by Dr. John Hower Jr,
Chairman of the "Medical Advisory Committee and members so listed herein"
holding various degrees.

The Scientific Medical Advisory Committee:

- Investigates in vitro activity of new natural extracts,

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

- Study the metabolic activity of existing and newly identified
nutritional

<PAGE>

supplements, and

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

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

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

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

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

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

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

Dr. William Regelson M.D.

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

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

Board Certified Practice vascular surgeon. Dr. Hower maintains clinical
faculty positions in the Departments of Surgery at Emory University
School of Medical in Atlanta and Tulane University School of Medicine
in New Orleans. Additionally, Dr. Hower holds a PhD degree in physical
chemistry. Dr. Hower's, research into anti-oxidants and their potential
to deter and prevent free radical damage is well documented. In
addition, Dr.

<PAGE>

Hower coordinates development of product information, product research,
clinical studies, formulation development and dissemination of product
information to Voyager's Board of Director s of which he is a member.

Dr. Richard Fanson, PhD

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

Dr. Allan Goldstein, PhD.

Professor and Chairman of the department of Biochemistry and Molecular
Biology at George Washington University School of Medicine. Dr.
Goldstein is a expert on the workings of the human immune system and
how immunity and ageing interplay in our bodies. Dr. Goldstein
developed medications that have cured immune diseases. With over four
hundred medical and scientific publications to his credit Dr. Goldstein
will be able to share his understanding and knowledge of immunity and
aging.

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

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

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

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

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

VOYAGER SHALL PROTECT INTELLECTUAL PROPERTY RIGHTS FROM THIRD-PARTY
CHALLENGES IN ORDER TO REMAIN COMPETITIVE IN OUR INDUSTRY

Proprietary rights are important to our success and our competitive
position. Although we

<PAGE>

seek to protect our proprietary rights through a variety of means, we cannot
assure you that the actions we have taken are adequate to protect these rights.

Voyager typically enters into confidentiality or license agreements
with our clients, employees, professionals and corporate partners and generally
control access to and distribution of our technologies, documentation and other
proprietary information. Despite our efforts to protect our proprietary rights
from unauthorized use or disclosure, parties may attempt to disclose, obtain or
use our rights. The steps we have taken may not prevent misappropriation of our
proprietary rights, particularly in foreign countries where laws or law
enforcement practices may not protect our proprietary rights as fully as in the
United States.

Voyager may be required to obtain licenses from others to refine,
develop, market and deliver current and new services and solutions. There can be
no assurance that we will be able to obtain any of these licenses on
commercially reasonable terms or at all, or that rights granted by these
licenses will be valid and enforceable.

Trademarks.

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

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

Trade Secrets.

Voyager has certain trade secrets that it intends to protect, in part,
through confidentiality agreements with employees and other parties. Certain of
the Company's employees involved in research and development activities have not
entered into such agreements. Even where such agreements exist, there can be no
assurance that these agreements will not be breached, that the

<PAGE>

Company would have adequate remedies for any breach or that the Company's trade
secrets will not otherwise become known to or independently developed by
competitors.

Patents.

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

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

OTHERS COULD CLAIM THAT WE INFRINGE ON THEIR INTELLECTUAL PROPERTY
RIGHTS WHICH MAY RESULT IN SUBSTANTIAL COSTS, DIVERSION OF RESOURCES
AND MANAGEMENT ATTENTION, AND HARM TO OUR REPUTATION

Although we believe that our solutions do not infringe on the
intellectual property rights of others, we cannot give any assurances that an
infringement claim will be successfully defended. We may also license content
from third parties in the future and it is possible that we could become subject
to infringement actions based upon the content licensed from these third
parties. In addition, a portion of our business involves the development of
software applications for specific client engagements. The client generally
retains ownership of client-specific software, although we retain rights to some
of the applications, processes and other intellectual property developed in
connection with client engagements. We may have disputes with our clients
related to our development of software for specific client engagements and our
ability to resell or reuse that software. A successful infringement claim
against us could materially and adversely affect us in the following ways:

- we may experience a diversion of our financial resources and
the attention of technical and management personnel;

- we may be liable for damages and litigation costs, including
attorneys' fees;

- we may be enjoined from further use of the intellectual
property;

- we may have to obtain a license to use the intellectual
property, incurring licensing fees;

- we may have to develop a non-infringing alternative, which
could be costly and delay projects; and

<PAGE>

- we may have to indemnify clients with respect to losses
incurred as a result of our infringement of the intellectual
property.

INCREASING GOVERNMENT REGULATION COULD CAUSE US TO LOSE DISTRIBUTORS
IMPAIRING THE GROWTH OF OUR BUSINESS

Regulatory Matters

Product Regulation.

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

<PAGE>

support or product performance, which are permitted on labeling of dietary
supplements without FDA pre-approval, are defined to include statements that:

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

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

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

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

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

<PAGE>

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

<PAGE>

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

Regulations-Network Marketing.

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

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

<PAGE>

the risk that, in one or more of its present or future markets, it's marketing
system or the conduct of certain of its distributors could be found not to be in
compliance with applicable laws and regulations. Failure by the Company or its
distributors to comply with these laws and regulations could have an adverse
material effect on the Company in a particular market or in general. Any or all
of such factors could adversely affect the way the Company does business and
could affect the Company's ability to attract potential distributors or enter
new markets. In the United States, the FTC has been active in its enforcement
efforts against both pyramid schemes and legitimate network marketing
organizations with certain legally problematic components, having instituted
several enforcement actions resulting in signed settlement agreements and
payment of large fines. Although the Company has not been the target of an FTC
investigation, there can be no assurance that the FTC will not investigate the
Company in the future.

Pursuant to a Shared Services Agreement with Voyager Internet Group .
Com, we will be relying on Voyager Internet Group . Com to provide a number of
transitional services to us, including among others accounting, tax, benefits
administration, human resources and information systems.

POTENTIAL FUTURE ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE, DISRUPT
OUR BUSINESS AND DILUTE STOCKHOLDER VALUE

Although we currently have no specific plans to do so, we may acquire
other businesses in the future that may complicate our management tasks. We may
need to integrate widely dispersed operations with distinct corporate cultures.
Such integration efforts may not succeed or may distract our management from
servicing existing clients. Our failure to manage future acquisitions
successfully could seriously harm our operating results. Also, acquisition costs
could cause our quarterly operating results to vary significantly. Furthermore,
our stockholders would be diluted if we finance the acquisitions by issuing
equity or equity-linked securities.

RISK FACTORS RELATING TO SECURITIES MARKETS

There are risks relating to securities markets that you should consider
in connection with your ownership of our stock.

THE MARKET PRICE FOR OUR COMMON STOCK COULD BE ADVERSELY AFFECTED
BY SALES OF COMMON STOCK IN THE PUBLIC MARKET

Sales of substantial amounts of our common stock in the public market
or the perception that such sales might occur could have a material adverse
effect on the price of our common stock. The

<PAGE>

shares of our common stock distributed in the spin-off will be freely tradable
except for shares received by persons who may be deemed to be our "affiliates."

We intend to file registration statements on Form S-8 covering the
issuance of shares of our common stock pursuant to those plans. Accordingly, the
shares issued pursuant to either of those plans will be freely tradable, subject
to the restrictions on resale by persons who may be deemed to be our affiliates.

OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY FOLLOWING THE SPIN-OFF

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

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

There is currently no public market for our common stock and we cannot
assure you that an active trading market will develop or be sustained after the
spin-off.

THE SPIN-OFF
BACKGROUND OF THE SEPARATION AND DISTRIBUTION

Voyager Group Inc is a wholly owned subsidiary of Voyager Internet
Group . Com. Voyager Internet Group . Com strategic initiative to expand the
company's presence in the B-2--B (Business-to-Business e commerce sector. The
company is focused on gaining market shear by incubating a network of B-2-B e
commerce companies and becoming a premier B-2-B e- commerce community. Voyager's
B-2-B e commerce assists corporate customers in streamlining operations

<PAGE>

and reducing SG & A by putting processes online. Voyager Internet B-2-B
Community will increase corporate efficiencies by supporting or conducting
transactions on line. facilitate interaction AND TRANSACTIONS AMONG BUSINESS AND
PROFESSIONALS through their Community.

Voyager Internet Group . Com strategic imitative to be a primary B-2-B
e commerce company in the e commerce sector January 0f 1999 announced under
certain conditions, Voyager internet Group . Com intends to distribute to its
shareholders on or just after April 30, 2000 all of the Common Stock of Voyager
group, inc owned by Voyager Internet Group . Com.

Voyager Internet Group .Com will own approximately less than one
percent of the outstanding shares of Common Stock of Voyager group Inc.

CONDITIONS TO THE DISTRIBUTION

The Distribution is subject to the satisfaction, or waiver by the Board
of Directors of Voyager Internet Group . Com (the "Voyager Internet Group . com
Board"), in its sole discretion, (i) any material Governmental Approvals and
Consents (as such terms are defined herein necessary to consummate the
Distribution shall have been obtained and shall be in full force and effect;
(ii) no order, injunction or decree issued by any court or agency of competent
jurisdiction or other legal restraint or prohibition preventing the consummation
of the Distribution shall be in effect, and no other event outside the control
of Voyager internet Group . Com shall have occurred or failed to occur that
prevents the consummation of the Distribution; and (iii) no other events or
developments shall have occurred, in the judgment of the Voyager Internet Group
. Com Board, would result in the Distribution having a material adverse effect
on Voyager Internet Group . Com or on the shareholders of Voyager Internet group
. Com. The Voyager Internet Group . Com Board will have the sole discretion to
determine the date of consummation of the Distribution (the "Distribution Date")
at any time after the Closing Date and on or prior to Voyager Internet Group .
Com. Voyager Internet Group . Com agreed to consummate the Distribution, subject
to the satisfaction, or waiver by the Voyager Internet group . Com, in its sole
discretion, of the conditions set forth above. In the event that any such
condition shall not have been satisfied or waived on or before Voyager Internet
Group . Com, Voyager Internet Group . Com agreed to consummate the Distribution
as promptly as practicable following the satisfaction or waiver of all such
conditions.

STRATEGIC REORGANIZATION

Over the past year, Voyager Internet Group . Com board of directors,
and shareholders ernatives to separate the businesses of the Voyager Group Inc,
including by way of a spin-off Voyager Group, Inc common stock. On March 22
2000, Voyager Internet Group . Com announced its intention to spin-off Voyager
Group Inc through the tax-free distribution of Voyager Group Inc shares to
Voyager Internet Group . Com stockholders.

The spin-off is designed to separate Voyager Internet Group . Com and
Voyager Group Inc businesses. We expect that important benefits will accrue to
Voyager Internet Group . Com and Voyager Group Inc, including the following:

<PAGE>

Capital Financing Flexibility.

After the spin-off, each company should have greater capital planning
flexibility. For example, each company would be able to use its own stock to
pursue acquisitions if and when it chooses to do so, subject to federal income
tax considerations. For a more complete discussion of restrictions on our use of
our stock for acquisitions, ." The Voyager Group Inc business will not have to
compete with Voyager Internet Group . Com to secure funding or the investments
it believes are appropriate to affect its growth plan.

Business Focus.

As a result of the spin-off, Voyager Group Inc will be better able to
focus its attention and financial resources on its own business and on exploring
and implementing the most appropriate growth opportunities and executing its own
strategic plans.

Employee Incentives.

The spin-off will allow each company to develop incentive programs for
management and other professionals that are tailored to their own business and
are tied to the market performance of their own common stock. These programs
will more directly reward employees based on each company's individual success.

Simplified Internal Structures.

Management of each company should be able to implement simplified organizational
and internal reporting structures.

MANNER OF EFFECTING THE SPIN-OFF

Voyager Internet Group . Com will accomplish the spin-off by
distributing all of the outstanding common stock of Voyager Group Inc owned by
Voyager Internet Group . Com to Voyager Internet Group . Com stockholders as a
dividend. Voyager Internet Group . Com shareholders have declared a dividend
necessary to effect the spin-off. Each Voyager Internet Group . Com stockholder
of record as of the close of business on March 31,2000, which is the "record
date" for the spin-off, will be entitled to participate in the spin-off. On the
spin-off date, those same Voyager Internet Group . Com stockholders will each
receive one share of our common stock for every one share of Voyager Internet
Group . Com common stock that they hold as of the record date. Although the
spin-off will not occur unless the stated conditions are satisfied, we expect
that the spin-off will take place on or shortly after April 30, 2000. For a more
complete discussion of the conditions required for the spin-off to occur.

As soon as possible on or after the spin-off date, Voyager Internet
Group . Com will deliver to the spin-off agent, as agent for Voyager Internet
Group . Com stockholders as of the close of business on the record date for the
spin-off, certificates representing shares of Voyager Group Inc

<PAGE>

common stock. The spin-off agent will then mail, on or about the spin-off date,
certificates representing shares of our common stock to those stockholders.

Voyager Internet Group . Com stockholder will not be required to pay
cash or any other consideration for the shares of Voyager Group Inc common stock
to be received in the spin-off or to surrender or exchange shares of Voyager
Internet Group . Com common stock in order to receive Voyager Group Inc common
stock. Accordingly, Voyager Group Inc will not receive any proceeds from the
distribution of Voyager Group Inc shares in the spin-off.

RESULTS OF THE SPIN-OFF

After the spin-off, Voyager Internet Group . Com and Voyager Group Inc
will be separate, independent public companies. Our management, fundamentals,
growth characteristics and strategic priorities will be different from those of
Voyager Internet Group . Com.

The number and identity of our stockholders immediately after the
spin-off will be the number and identity of Voyager Internet Group . Com
stockholders at the close of business on the record date for the spin-off
described under "Certain Transactions." Immediately after the spin-off we expect
to have approximately 200 holders of record of our common stock and
approximately 11,300,034 shares of our common stock issued and outstanding,
based on the number of holders of record and issued and outstanding shares of
Voyager Internet Group . Com common stock on March 31, 2000.

MATERIAL FEDERAL TAX CONSEQUENCES

The following summarizes the material United States Federal Income tax
consequences of the spin-off. The discussion that follows is based on and
subject to the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations under the Code, existing administrative interpretations and court
decisions as of the date of this information statement/prospectus, all of which
are subject to change (possibly with retroactive effect) and all of which are
subject to differing interpretation. The following discussion does not address
the effects of the spin-off under any state, local or foreign tax laws.

The tax treatment of a Voyager Internet Group . Com stockholder may
vary depending upon the stockholder's particular situation, and some Voyager
Internet Group . Com stockholders (including insurance companies, tax-exempt
organizations, financial institutions, broker-dealers, persons who do not hold
Voyager Internet Group . Com stock as capital assets, employees of Voyager
Internet Group . Com, and individuals who hold Voyager Internet Group . Com
stock as part of a straddle or conversion transaction) may be subject to special
rules not discussed below.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES OF THE SPIN-OFF INCLUDING THE EFFECTS OF UNITED STATES FEDERAL,
STATE AND LOCAL, AND FOREIGN AND OTHER TAX RULES, AND THE EFFECT OF POSSIBLE
CHANGES IN TAX LAWS.

<PAGE>

Voyager Internet Group . Com has reviewed IRS regarding the United
States federal income tax consequences of the spin-off, substantially to the
effect that, among other things:

- Voyager Internet Group will recognize no gain or loss . Com or
Voyager Group Inc upon the transfer of the Voyager Group Inc
business assets by Voyager Internet Group . Com to Voyager
Group Inc (and the assumption by Voyager Group Inc of some
liabilities);

- The spin-off will qualify as a tax-free spin-off under Section
355 of the Code;

- Voyager Internet Group will recognize no gain or loss . Com
upon the distribution of all of its shares of Voyager Group
Inc common stock to the stockholders of Voyager Internet Group
. Com;

- No gain or loss will be recognized by (and no amount will be
included in the income of) the Voyager Internet Group . Com
stockholders as a result of their receipt of Voyager Group Inc
common stock in the spin-off;

- In connection with the spin-off, a stockholder's basis in
Voyager Internet Group. Com stock will be apportioned between
the Voyager Internet Group . Com stock and the Voyager Group
Inc common stock received in the spin-off in accordance with
their relative fair market values on the date of the spin-off;
and

- The holding period of the Voyager Group Inc common stock
received in the spin-off will include the holding period of
the Voyager Internet Group . Com stock with respect to which
the Voyager Group Inc common stock will be distributed,
provided the Voyager Internet Group . Com stock is held as a
capital asset on the date of the spin-off.

Voyager Internet group . Com review is based upon various factual
representations and assumptions, as well as upon undertakings that Voyager
Internet Group . Com and we have agreed to. We are not aware of any facts or
circumstances that would cause the representations and assumptions to be untrue
or incomplete in a material respect. If, however, any of those factual
representations or assumptions were untrue or incomplete in a material respect,
any undertaking were not complied with, or the facts upon which the ruling is
based were materially different from the facts at the time of the spin-off, the
review from received from the IRS might be invalid.

Some acquisitions of the stock of Voyager Group Inc or Voyager Internet
Group . Com prior to, or following, the spin-off might cause the spin-off to be
taxable, for federal income tax purposes, to Voyager Internet Group . Com (but
not its stockholders) if the acquisitions involve, in the aggregate, 50% or more
(by vote or value) of the stock of Voyager Group Inc or Voyager Internet Group .
Com and are found to be part of a plan (or series of related transactions) of
which the spin- off is a part.

<PAGE>

If the contribution or the spin-off were not to qualify for tax-free
treatment for United States federal income tax purposes then, in general, a very
substantial tax would be payable by Voyager Internet Group . Com. Such a tax
would generally be based on the excess of the gross fair market value of the
Voyager Group Inc business over the tax basis of the assets included in that
business (which tax basis is expected to be insignificant relative to the fair
market value). If the spin-off were not to qualify for tax-free treatment for
United States federal income tax purposes (other than by reason of acquisitions
described in the preceding paragraph) then, in general, a very substantial tax
would also be payable by the Voyager Internet Group . Com stockholders. In
general, a Voyager Internet Group . Com stockholder would be treated as having
received a distribution equal to the fair market value of the Voyager Group Inc
stock on the date of distribution. The distribution would be taxed as ordinary
dividend income to the extent not in excess of Voyager Internet Group . Com
current and accumulated earnings and profits. Thereafter, the distribution would
decrease (but not below zero) a Voyager Internet Group . Com stockholder's tax
basis in his or her Voyager Internet Group . Com stock. Thereafter, the
distribution would be taxed as gain from the sale or exchange of Voyager
Internet Group . Com stock.

Under United States federal income tax laws, Voyager Internet Group .
Com and Voyager Group Inc would be jointly and severally liable for Voyager
Internet Group . Com federal income taxes resulting from the contribution or
spin-off being taxable. As summarized below under "Voyager Group Inc
Relationship with Voyager Internet Group . Com after the Spin-Off -- Tax Sharing
and Disaffiliation Agreement," arrangements will exist between Voyager Internet
Group . Com and Voyager Group Inc relating to tax sharing and other tax matters,
including indemnification by Voyager Internet Group . Com and Voyager Group Inc
to each other with respect to the failure of the contribution of the Voyager
Group Inc business or the spin-off to be tax free.

United States Treasury Regulations require each Voyager Internet Group
. Com stockholder to attach to its United States federal income tax return for
the year of the spin-off a detailed statement setting forth data as may be
appropriate in order to show the applicability of Section 355 of the Code to the
spin-off. Within a reasonable time after the spin-off, Voyager Internet Group .
Com will provide Voyager Internet Group . Com stockholders with the information
necessary to comply with these requirements, and will provide information
regarding the allocation of the tax basis as described in the fifth bullet point
above in this section. The private letter ruling, if received by Voyager
Internet Group . Com, will not specifically address the tax basis allocation
rules applicable to Voyager Internet Group . Com stockholders who hold blocks of
Voyager Internet Group . Comstock with different per share tax bases and these
stockholders should consult their own tax advisors in that regard.

ALL VOYAGER INTERNET GROUP . COM STOCKHOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE SPIN-OFF TO
THEM, INCLUDING THE APPLICATION OF STATE, LOCAL AND FOREIGN TAX LAWS AND ANY
CHANGES IN UNITED STATES FEDERAL INCOME TAX LAW THAT MAY OCCUR AFTER THE DATE OF
THIS INFORMATION STATEMENT/ PROSPECTUS.

MARKET FOR VOYAGER GROUP INC- COMMON STOCK

<PAGE>

See "Risk Factors" for a discussion of considerations relating to the
market for and trading prices of our common stock following the spin-off.

Currently there is no regular public market for our common stock.
Voyager Group Inc. will make application and approval for listing the common
stock on the NASDAQ Bulletin Board Market under the symbol "VYGP," subject to
official notice of NASDAQ.

"Regular-way" trading of our common stock is expected to begin when
approved by NADAQ.. In addition, "when-issued" trading for our common stock will
not develop prior to the spin-off date. "When-issued" trading refers to that
period when shares are traded prior to the time- shares are actually available
or issued.

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

CONDITIONS TO THE SPIN-OFF

The spin-off is conditioned on, among other things, declaration of the
spin-off by the Voyager Internet Group . Com board of directors. Other
conditions to the spin-off include:

- Voyager Internet Group . Com review -- Material Federal Tax
Consequences (which has been completed);"

- the receipt by Voyager Internet Group . Com board of directors
an opinions regarding the fairness to stockholders of Voyager
Internet Group . Com of the spin-off and the viability of
Voyager Internet Group . Com and Voyager Group Inc after the
spin-off;

- receipt of all material approvals and consents necessary to
consummate the spin-off;

- the absence of any prohibition of the spin-off by any law or
governmental authority;

- registration of our common stock under the Securities Act and
the Securities Exchange Act of 1934 (the "Exchange Act")
(which registrations have been effected); and

- application for listing on The NASDAQ Bulletin Board Market
common stock (is in progress).

<PAGE>

Even if all the conditions to the spin-off are satisfied, Voyager
Internet Group . Com has reserved the right to amend or terminate the
reorganization agreement providing for the spin-off and the related
transactions. The Voyager Internet Group . Com board of directors has not
attempted to identify or establish objective criteria for evaluating the
particular types of events or conditions that would cause it to consider
amending or terminating the spin-off. Although the conditions described above
may be waived by Voyager Internet Group . Com to the extent permitted by law,
the Voyager Internet Group . Com board of directors presently has no intention
to proceed with the spin-off unless each of these conditions is satisfied.

INDUSTRY OVERVIEW

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

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

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

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

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

- Product and scientific research,

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

Nutritional supplements are sold through mass-market retailers,
including mass merchandisers, drug stores, supermarkets and discount stores,
health food stores and direct sales organizations, including network marketing
organizations and catalog companies. Direct selling, of which network marketing
is a significant segment, has increased in popularity as a distribution channel
due primarily to advances in technology and communications resulting in improved
product distribution and faster dissemination of information. The distribution
of products through network marketing has grown significantly in recent years.
The World Federation of Direct Selling Associations reported that, from 1990
through 1998, worldwide direct distribution of goods and services to consumers
increased approximately 71%, resulting in the sale of approximately $81.3
billion of goods and services in 1998. The Direct Sellers Association

<PAGE>

("DSA") reported total 1998 direct sales at retail of $23.2 billion in the
United States. According to the "Survey of Attitudes toward Direct Selling,"
commissioned by the DSA, and conducted and prepared by Within Worldwide, among
the three product categories experiencing the greatest gains in the direct
selling industry since 1976 are food, nutrition and wellness products.

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

Operating Strengths and Growth Strategy

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

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

- Investigate in vitro activity of new natural extracts,

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

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

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

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

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

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

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

<PAGE>

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

Voyager's Scientific Medical Advisory Committee

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

The Scientific Medical Advisory Committee members are:

Dr. William Regelson M.D.

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

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

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

Dr. Richard Fanson, PhD

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

Dr. Allan Goldstein, PhD.

<PAGE>

Professor and Chairman of the department of Biochemistry and Biology at
George Washington University School of Medicine. Dr. Goldstein is an
expert on the workings of the human immune system and how immunity and
ageing interplay in our bodies. Dr. Goldstein developed medications
that have cured immune diseases. With over four hundred medical and
scientific publications to his credit Dr. Goldstein will be able to
share his understanding and knowledge of immunity and aging.

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

Attended Tulane University Medical School receiving an M.D., in
addition to receiving a PhD in Biochemistry form the University of
Miami from both the American Academy of Cosmetic Surgery and American
Academy of Dermatology. Dr. Fulton is Board certified in both
specialties.

Dr. Fulton is the founder the Acne research Institute, founded in 1974
to foster research and increase awareness about complexion problems.

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

Distributor Compensation Plan and Benefits.

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

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

Experienced Management and Scientific Medical Advisory Board team
includes individuals with expertise in various scientific and managerial
disciplines, including nutrition, product research

<PAGE>

and development, marketing, direct sales, information technology, finance,
operations and manufacturing. The current executive management team has been in
place for about nine months and has been responsible for strengthening the
Company's internal controls, financial condition and infrastructure to support
growth and international expansion.

Growth Strategy

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

Introduce New Products.

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

Attract and Retain Distributors.

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

Markets.

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

The Company seeks to seamlessly integrate its distributor compensation
plan in markets where the Company's products are sold in order to allow
distributors to receive commissions through its ability to process distributor
and preferred customer product orders for next day commission on products sales.
The Company intends to accomplish this integration through a

<PAGE>

credit card processing down line structure. This credit card processing system
will allow distributors to receive commissions on product orders the next day,
and will simplify order entry. The Company anticipates that this new credit card
system will attract new distributors and customers.

Products

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

Primary Products

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

Voyager's Product Research and Development

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

<PAGE>

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

Product Manufacturing and Quality Assurance

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

- Identifying and evaluating suppliers of raw materials,

- Acquiring premium-quality raw materials,

- Weighing or otherwise measuring the raw materials,

- Mixing raw materials into batches,

- Forming the mixtures into tablets,

- Coating and sorting the tablets, and

- Bottling and labeling the finished products.

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

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

<PAGE>

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

Product Testing Year 2000

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

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

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

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

Distribution and Marketing

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

<PAGE>

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

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

The Distributor Compensation Plan

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

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

- Generating sales volume points in their down lines, and

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

The Company seeks to seamlessly integrate its distributor compensation
plan across all markets in which its products are sold, in order to allow
distributors to receive commissions for global, rather than merely local,
product sales in the future. This seamless down line structure

<PAGE>

is being designed to allow a distributor to build a global network by creating
down lines across national borders in the future.

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

Product Return Policy

The Company's product return policy allows retail customers to return
the unused portion of any product to the distributor and receive a full cash
refund.

The Company reimburses any distributor who provides a refund to a
customer with product or credit in his or her account upon providing proper
documentation and the remainder of the returned product. Return have unused and
resalable products initiated by a distributor will be refunded 100% of the
purchase price to the distributor, less a 10% restocking fee for up to one year
from the date of purchase. Product that was damaged during shipment to the
distributor is also 100% refundable. Product returns valued at $100 or more,
other than product that was damaged at the time of receipt by the distributor,
may result in termination of the distributorship. Returns as a percentage of net
sales were less than .05%in 1999.

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

Policies and Procedures Manual- Distributor misbehavior.

<PAGE>

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

Information Technology

The Company believes its ability to efficiently manage its
distribution, compensation, manufacturing, inventory control and communications
functions through the use of sophisticated and dependable information processing
systems is critical to its success. The Company's former information technology
infrastructure system has been totally replaced with a new state of the art
technologically designed system selected to facilitate order entry and customer
billing, maintain

distributor records, accurately track purchases and distributor incentive
payments, manage accounting, finance and manufacturing operations, and provide
customer service and technical support.

Regulatory Matters

Product Regulation.

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

<PAGE>

diet by increasing the total dietary intake, or a concentrate, metabolite,
constituent, extract or combination of the preceding ingredients.

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

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

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

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

<PAGE>

to the FDA the information upon which the manufacturer based its conclusion that
the product has a reasonable expectation of safety.

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

<PAGE>

Class III devices require pre market approval before commercial distribution,
because the FDA either has promulgated a regulation requiring a pre market
application for a pre-amendments type of device, or a post-amendments device was
not found substantially equivalent to a legally marketed device.

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

Regulations-Network Marketing.

<PAGE>

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

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

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

Competition

The business of developing and distributing nutritional, anti-ageing,
weight management, and pain relief products such as those offered by the Company
is highly competitive. Numerous

<PAGE>

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

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

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

- Retail consumer emphasis on value pricing,

- Constantly changing formulations based on evolving scientific
research,

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

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

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

Payments of distributor incentives can be made weekly, reducing the
time a distributor must wait between purchase and sale of products and payment
of commissions. There can be no assurance that the Company's programs for
recruiting and retaining distributors will be

<PAGE>

successful. The Company competes for the time, attention and commitment of its
independent distributor force. The pool of individuals interested in the
business opportunities presented by direct selling tends to be limited in each
market and is reduced to the extent other network marketing companies
successfully recruit these individuals into there businesses. Although
management believes the Company offers an attractive opportunity for
distributors, there can be no assurance that other network marketing companies
will not be able to recruit the Company's existing distributors or deplete the
pool of potential distributors in a given market.

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

Intellectual Property

Trademarks.

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

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

Trade Secrets.

<PAGE>

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

Patents.

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

Product Backlog

The Company typically ships products within 72 hours after the receipt
of the order.

Product Inventory Practices

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

Environment

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

<PAGE>

Employees

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

Description of Property

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

Legal Proceedings.

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

Voyager Group Inc solutions, including the intellectual property rights
to any custom software developed by us for them. Each grant of proprietary and
intellectual property rights limits our ability to reuse work product components
and work product solutions with other clients. In a limited number of such
situations, we have obtained, and in the future may attempt to obtain, an
ownership interest or a license from our clients to permit us to market custom
software to other clients. These arrangements may be nonexclusive or exclusive,
and licensors to us may retain the right to sell products and services that
compete with those of Voyager Group Inc.

We regard software and methodologies as proprietary and intend to
protect our rights, where appropriate, with registered copyrights, patents,
registered trademarks, trade secret laws and contractual restrictions on
disclosure and transferring title.

In addition, to protect our proprietary information, we rely upon a
combination of trade secret and common law, employee non-disclosure policies and
third-party confidentiality agreements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with Voyager
Group Inc Financial Statements and Notes and the other financial information
attached hereto in this information statement/prospectus. In addition to
historical information, the following discussion and other parts of this
information statement/prospectus contain forward-looking information that
involves risks and uncertainties. Voyager Group Inc actual results could differ
materially from those anticipated by such forward-looking information for many
reasons, including competitive factors, risks associated

<PAGE>

with Voyager Group Inc agreements with Voyager Internet Group . Com and other
factors discussed under "Risk Factors" and elsewhere in this information
statement/prospectus.

OVERVIEW

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

Net sales for fiscal July 31, 1999 were less than fiscal 1998 by
$1,056,883 or 45.1%.

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

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

Net sales of the Company are primarily dependent upon the efforts of a
network of independent distributors who purchase products and sales materials.

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

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

Distributor incentives are the Company's most significant expense and
represented 57 % of net sales in 1999. Distributor incentives include
commissions and leadership bonuses, and are paid weekly based on sales volume
points. Each product sold by the Company is assigned a sales volume point value
independent of the product's price. Distributors earn commissions based on sales
volume points generated in their down line. Generally, distributor kits, sales
aids and logo merchandise, such as items of clothing and luggage, have no sales
volume point value and therefore the Company pay no commissions on the sale of
these items.

The fourth quarter of 1999, the Company introduced a repricing strategy
with certain products lines that created a spread between the price a
distributor pays for the product and

<PAGE>

the sales volume point value associated with the product. This new price
strategy will have the effect of increasing net profits during the fiscal year
2000.

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

Research and Development

Results of Operations

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

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

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

<PAGE>

Net Sales.

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

Net sales for the three months ended April 30, 2000 decreased by
approximately $218,000 or 60.7% and compared to the same period 1999.

Net sales for the nine months ended April 30, 2000 decreased by
approximately $514,000 or 49.9% and compared to the same period 1999.

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

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

Cost of sales for the three months ending April 30, 2000 decreased by
approximately $46,000 or 45.1% compared to the same period 1999. As a percentage
of sales, cost of sales increased from 28.7% to 40.2%.

Cost of sales for the nine months ending April 30, 2000 decreased by
approximately $70,000 or 23.5% compared to the same period 1999. As a percentage
of sales, cost of sales increased from 28.7% to 43.7%.

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

Operating Expenses

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

Operating expenses for the three months ending April 30, 2000 increased
$43,000 or 23.9% compared to the same period 1999. As a percentage of sales,
operating expenses increased from 49.8% to 157.1%.

<PAGE>

Operating expenses for the nine months ending April 30, 2000 increased
$430,000 or 36.0% compared to the same period 1999. As a percentage of sales,
operating expenses increased from 115.9% to 147.8%.

Liquidity and Capital Resources

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

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

The increase in liquidity during the year was primarily from cash
provided by financing activities. The Company generates and uses cash flows
through three activities: operating, investing, and financing. During 1999,
operating activities used cash of $118,000 as compared to net cash used of
$446,000 for 1998. For the nine months ended April 30, 2000 and 1999, operating
activities used cash of approximately $278,000and $73,368, respectively.

Cash flows used in investing activities is primarily due to the
acquisition of $1,000 of computer equipment and office furniture for 1998
compared to $0 for 1999. For the nine months ended April 30, 2000 and 1999,
financing activities used cash of approximately $102,000and $-0-, respectively.

Financing activities provided $134,000 for 1999 compared to $28,000 for
1998. For the nine months ended April 30, 2000 and 1999, financing activities
provided cash of approximately $371,000and $73,368, respectively. The increase
in cash flow from financing activities was primarily from the sale of restricted
common and preferred stock to consultants, advisors, distributors, officers, and
employees. Subsequent to July 31, 1999, an officers and a shareholder of the
Company loaned approximately $304,000 to the Company in the form of promissory
notes.

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

<PAGE>

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

Regulation

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

Outlook -Forward Looking Statements

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

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

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

Management believes that cost of sales as a percentage of net sales
will Increase in year 2000 when compared to 1999 levels. Management believes
that increases in production efficiencies will offset the negative impact of
increased taxes by using exiting NOL. These increase will results from a higher
initial demand in new markets for distributor kits, which have a significantly
lower gross profit margin than other products sold by the Company. The Company
may experience capacity constraints in its production operations if sales grow
at a greater rate than in prior years, which would result in higher cost of
sales.

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

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

<PAGE>

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

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

CAPITALIZATION

You should read the information attached hereto setting forth "Voyager
Group Inc selected Financial Data," historical financial statements and the
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

CAPITALIZATION, STATEMENT OF OPERATIONS DATA Ect.
The following table summarizes operating results as a percentage of net sales,
respectively for the periods indicated:

1999 1998
-------- --------
Sales, Net .............................. 100.0% 100.0%
Cost of Sales ........................... 39.4 30.3
-------- --------
Gross Margin ............................ 60.6 69.7
Operating Expenses ...................... (155.6) (90.9)
-------- --------
Operating Income (Loss) ................. (95.0) (21.2)
Interest Income, Net .................... (1.2) 0.3
-------- --------
Income (Loss) Before Income Taxes ....... (96.2) (20.9)

Net Sales.

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

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

<PAGE>

processing of customers, and increase in volume based efficiencies in production
and procurement activities. The introduction of new products during the year
2000, in the opinion of management, will promote long-term growth, with a high
distributor enrolment.

Operating Expenses

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

Liquidity and Capital Resources

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

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

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

The President, C.E.O. believes that its current cash balances, the
available line of credit and cash provided by operations is sufficient to cover
its needs in the ordinary course of business for the next 12 months. If the
Company experiences unusual capital requirements to completely the new infra
structure and communication systems, additional financing may be required.

However, no assurance can be given that additional financing, if
required, would be available on favorable terms. The Company may attempt to rise
additional financing through the sale of its equity securities in the form of
preferred stock or loans to finance future growth of the Company. Any financing,
which involves the sale of equity securities and loans in the form of short-term
instruments convertible into such securities, could result in immediate dilution
o existing shareholders.

<PAGE>

VOYAGER GROUP INC'S
RELATIONSHIP WITH
VOYAGER INTERNET GROUP . COM
AFTER THE SPIN-OFF

The spin-off, and the transactions being undertaken in connection with
the spin-off, is being effected according to a Reorganization Agreement between
Voyager Group Inc and Voyager Internet Group . Com. In addition, we have entered
into or will enter into ancillary agreements contemplated by the Reorganization
Agreement and other agreements that will govern various ongoing relationships
between Voyager Internet Group and us . Com.

Below is a summary description of the Reorganization Agreement and some
of the ancillary agreements. This description, which summarizes the material
terms of those agreements, does not purport to be complete and is qualified in
its entirety by reference to the full text of the agreements. Some of these
agreements, including the Reorganization Agreement and the forms of Shared
Services Agreement and Tax Sharing and Disaffiliation Agreement, have been filed
with the Securities and Exchange Commission as exhibits to the registration
statement of which this information statement/prospectus is a part.

REORGANIZATION AGREEMENT

The Reorganization Agreement will provide for, among other things, the
principal corporate transactions required to effect the separation of Voyager
Group Inc business from the remaining Voyager Internet Group . Com business, the
spin-off and other agreements governing the relationship between Voyager Group
Inc and Voyager Internet Group . Com after the spin-off.

Pursuant to the Reorganization Agreement, Voyager Internet Group . Com
will transfer to Voyager Group Inc substantially all of the assets, and Voyager
Group Inc will assume substantially all of the corresponding liabilities, of
Voyager Group Inc business. The assets of Voyager Group Inc business will be
transferred to Voyager Group Inc on an "as is, where is" basis and no
representations or warranties will be made by Voyager Internet Group . Com
regarding those assets. Voyager Internet Group may still hold some
international, intellectual property, real property and other assets relating
primarily to the business of Voyager Group Inc . Com or its affiliates at the
time of the distribution of the Voyager Group Inc common stock pending receipt
of consents or approvals or satisfaction of other applicable requirements
necessary for the transfer of such assets to Voyager Group Inc. These assets and
operations are not, individually or in the aggregate, material to Voyager Group
Inc. However, the information included in this information statement/prospectus,
including our financial statements, assumes the completion of all such
transactions.

The Voyager Internet Group . Com board will have the sole discretion to
determine the date of the spin-off. The spin-off is conditioned on, among other
things, declaration of the spin-off by the Voyager Internet Group . Com board of
directors. Other conditions to the spin-off include:

<PAGE>

- Voyager Internet Group . Com review ruling from the IRS
described under "The Spin-Off -- Material Federal Tax
Consequences (which has been received);"

- opinions by Voyager Internet Group . Com board of directors of
the fairness to stockholders of Voyager Internet Group . Com
of the spin-off (which opinions have been received);

- receipt of all material approvals and consents necessary to
consummate the spin-off;

- the absence of any prohibition of the spin-off by any law or
governmental authority;

- registration of our common stock under the Securities Act and
the Exchange Act (which registration has been effected);

- application and approval for listing on The Nasdaq Bullitin
Board Market of our common stock (which approval has of yet
not received);

- no other events or developments shall have occurred that, in
the judgment of the Voyager Internet Group . Com board, would
result in the spin-off having a material adverse effect on
Voyager Internet Group . Com or on the stockholders of Voyager
Internet Group . Com; and

- final approval by Voyager Internet Group . Com board of
directors of the spin-off.

Even if all of the conditions to the spin-off are satisfied, Voyager
Internet Group . Com as reserved the right to amend or terminate the
Reorganization Agreement and the related transactions. The Voyager Internet
Group . Com board of directors has not attempted to identify or establish
objective criteria for evaluating the particular events or conditions that would
cause the Voyager Internet Group . Com board of directors to consider amending
or terminating the spin-off. Although the conditions described above may be
waived by Voyager Internet Group . Com to the extent permitted by law, the
Voyager Internet Group . Com board of directors presently has no intention to
proceed with the spin-off unless each of these conditions is satisfied.

Subject to some exceptions, the Reorganization Agreement will provide
for cross-indemnities principally designed to place financial responsibility for
the liabilities of Voyager Group Inc business with Voyager Group Inc and
financial responsibility for the obligations and liabilities of Voyager Internet
Group . Com retained business with Voyager Internet Group . Com. Specifically,
Voyager Group Inc has agreed to assume liability for, and to indemnify Voyager
Internet Group . Co against, any and all liabilities associated with Voyager
Group Inc business. These liabilities include any litigation, proceedings or
claims relating to the products, services and operations thereof whether or not
the underlying basis for such litigation, proceeding or claim arose prior to or
after the date of the transfer of the Voyager Group Inc business by Voyager
Internet Group . Com to Voyager Group Inc. Voyager Internet Group . Comas agreed
to indemnify Voyager Group Inc against any and all liabilities associated with
Voyager Internet Group . Com retained business.

<PAGE>

The Reorganization Agreement will provide for the allocation of
benefits between Voyager Internet Group . Com and Voyager Group Inc under
existing insurance policies after the date of the spin-off for claims made or
occurrences prior to the date of the spin-off and sets forth procedures for the
administration of insured claims. In addition, the Reorganization Agreement
provides that Voyager Internet Group . Com will use its reasonable efforts to
maintain directors' and officers' insurance at substantially the level of
Voyager Internet Group . Com current directors' and officers' insurance policy
for a period of three years with respect to the directors and officers of
Voyager Internet Group . Co who will become directors and officers of Voyager
Group Inc as of the date of the spin-off for acts relating to periods prior to
the date of the spin-off.

The Reorganization Agreement will also provide that each of Voyager
Internet Group . Com and Voyager Group Inc will not granted access to some
records and information in the possession of the other. This requires the
retention by Voyager Internet Group . Com and Voyager Group Inc, for a period of
one years following the spin-off, of the information in its possession relating
to the other. Further, the party in possession of the information must use
commercially reasonable efforts to notify the other party of its intention to
dispose of such information and, with respect to tax information, the period
shall be extended to one year after the expiration of the applicable statute of
limitations.

The Reorganization Agreement will also provide that for two months
starting December 1, 1999, neither Voyager Internet Group . Com nor Voyager
Group Inc can solicit or recruit any of the employees of the other. Further, the
Reorganization Agreement will address the treatment of employee benefit matters
and other compensation arrangements for some former and current Voyager Group
Inc employees and their beneficiaries and dependents. These provisions of the
Reorganization Agreement contemplate that Voyager Group Inc will establish
retirement savings and welfare plans. The Reorganization Agreement will provide
that the account balances (including outstanding loans) of all Voyager Group Inc
employees participating in Voyager Internet Group . Com deferred compensation
and 401(k) plans will be transferred to Voyager Group Inc new deferred
compensation and 401(k) plans and assets held in trust related to such account
balances will be transferred to new trusts established by Voyager Group Inc. The
Reorganization Agreement will also generally provide that, after the spin-off,
Voyager Group Inc will assume all liabilities for benefits under any welfare
plans related to Voyager Group Inc employees, other than specified claims
incurred on or before the spin-off. Moreover, the Reorganization Agreement will
provide that, effective as of the spin-off, Voyager Group Inc will become
responsible for all other liabilities to Voyager Group Inc employees. The
Reorganization Agreement will also provide that Voyager Group Inc will issue
stock options in substitution of outstanding options to purchase Voyager
Internet Group . Com common stock and will maintain an employee stock purchase
plan substantially similar to Voyager Internet Group . Com 1995 employee stock
purchase plan.

The Reorganization Agreement contains provisions that govern the
resolution of disputes, controversies or claims that may arise between or among
the parties. These provisions contemplate that efforts will be made to resolve
disputes, controversies and claims by escalation of the matter to senior
management (or other mutually agreed) representatives of the parties. Disputes
remaining unresolved are then to be submitted to mandatory mediation. If such
efforts are not successful, any party may submit the dispute, controversy or
claim to mandatory, binding arbitration, subject to the

<PAGE>

provisions of the Reorganization Agreement. The Reorganization Agreement
contains procedures for the selection of a sole arbitrator of the dispute,
controversy or claim and for the conduct of the arbitration hearing, including
limitations on discovery rights of the parties. These procedures are intended to
produce an expeditious resolution of any such dispute, controversy or claim.

VOYAGER INTERNET GROUP . COM STOCK OPTIONS

Voyager Group Inc Employees and Directors. Voyager Internet Group . Com
and Voyager Group Inc as of the spin-off, there are no options or purchase
agreements .

TAX SHARING AND DISAFFILIATION AGREEMENT

The Voyager Internet Group . Com and Voyager Group Inc Tax Sharing and
Disaffiliation Agreement will set forth the rights and obligations of Voyager
Internet Group . Com and Voyager Group Inc with respect to taxes imposed on
their respective businesses both before and after the spin-off and with respect
to "Restructuring Taxes." For purposes of the Tax Sharing and Disaffiliation
Agreement, "Restructuring Taxes" are, in effect taxes and other liabilities
imposed as a result of a determination that (1) the contribution of the Voyager
Group Inc assets to Voyager Group Inc failed to qualify for tax-free treatment,
(2) the spin-off failed to qualify as a tax-free spin- off under Section 355 of
the Code, or (3) Voyager Internet Group . Com, under special rules, was subject
to tax as a result of the spin-off even though the spin-off generally qualified
for tax-free treatment under Section 355 of the Code.

General Taxes.

Under the Tax Sharing and Disaffiliation Agreement, Voyager Group Inc
will be liable for and indemnify Voyager Internet Group . Com against any taxes
(other than Restructuring Taxes) that are attributable to the business carried
on by Voyager Group Inc. Voyager Group Inc will indemnify Voyager Internet Group
. Com against these taxes even though they may have been incurred prior to the
formation of Voyager Group Inc. Voyager Internet Group . Com will indemnify
Voyager Group Inc against any taxes (other than Restructuring Taxes) that are
attributable to the business retained by Voyager Internet Group . Com. The Tax
Sharing and Disaffiliation Agreement sets forth rules for determining taxes
attributable to the Voyager Group Inc business and taxes attributable to the
business retained by Voyager Internet Group . Com.

Restructuring Taxes.

Under the Tax Sharing and Disaffiliation Agreement, we will, in
general, be liable for any Restructuring Taxes imposed by reason of any "Voyager
Group Inc Tainting Act," which means:

- any inaccuracy or breach of specified representations,
warranties, or covenants in the IRS ruling and the material
submitted to the IRS in connection with that ruling, in each
case, describing the Voyager Group Inc Group (generally, our
affiliates and us) or the Voyager Group Inc business;

<PAGE>

- any action (or failure to take any reasonably available
action) by any member of the Voyager Group Inc Group; or

- any acquisition or other transaction involving the capital
stock of Voyager Group Inc (other than the distribution of the
capital stock of Voyager Group Inc in the spin-off).

Under that agreement, Voyager Internet Group . Com will, in general, be
liable for any Restructuring Taxes imposed by reason of any "Voyager Internet
Group . Com Tainting Act," which means:

- any inaccuracy or breach of specified representations,
warranties, or covenants on the IRS and the materials
submitted to the IRS in connection with that ruling, in each
case, describing the Voyager Internet Group . Com (generally,
Voyager Internet Group . Com and its affiliates) or the
business retained by Voyager Internet Group. Com;

- any action (or failure to take any reasonably available
action) by any member of the Voyager Internet Group . Com
Group; or

- any acquisition or other transaction involving the capital
stock of Voyager Internet Group . Com(other than the
distribution of the capital stock of Voyager Group Inc in the
spin-off).

Under that agreement, Voyager Group Inc is liable for 100% of
Restructuring Taxes that are imposed as a result of Voyager Group Inc Tainting
Act . If a Restructuring Tax is imposed where there is a Voyager Group Inc
Tainting Act. Voyager Group Inc shall be liable for 100% of such Restructuring
Tax. Finally, in the case of a Restructuring Tax that would not have been
imposed but for the existence of an Voyager Group Inc Tainting Act.

Administrative matters. The Tax Sharing and Disaffiliation Agreement
will also set forth the obligations of Voyager Group Inc and Voyager Internet
Group . Com with respect to the filing of tax returns, the administration of tax
contests and other matters.

SHARED SERVICES AGREEMENT

Voyager Internet Group . Com and Voyager Group Inc will enter into a
Shared Services Agreement, pursuant to which Voyager Internet Group . Com will
provide to Voyager Group Inc administrative services that may be necessary to
Voyager Group Inc business. Voyager Internet Group . Com will provide Voyager
Group Inc with, among other things, accounting, tax, benefits administration,
human resources, information systems, insurance and legal services. This
agreement will expire on July 30, 2000 unless the parties mutually agree upon a
renewal. For benefits administration, human resources and information systems
services Voyager Internet Group . Com will charge Voyager Group Inc based on its
percentage of the total number of Voyager Internet

<PAGE>

Group . Com and Voyager Group Inc employees. For accounting, tax and insurance
services Technology Solutions Company will charge Voyager Group Inc based on its
percentage of the total revenues of Voyager Internet Group . Com and Voyager
Group Inc.

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The executive officers of Voyager Group Inc are as follow:

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

John Southerland 54 President, Chief Exec. Officer, June 14, 1999 to present
and Chairman of the Board

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

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

Dr. John Hower 55 Director August 8, 1999 to present

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

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

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

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

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

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

Mr. Michael Johnson Vice president, Secretary and Director.

<PAGE>

Mr. Michael Johnson has been a Director since July 17,1996 and Vice
President and Secretary form June 14, 1999 to the present. Mr. Johnson received
a certificate of graduation from Berkshire School and attended Lake Forest
College, Lake Forest, Chicago, University of Utah, Salt Lake City, Utah, New
York Institute of Finance, N.Y., and N.Y. and New York University, N.Y., N.Y.
From 1987 to 1989 Mr. Johnson was employed by Mel Schnel and Company, N.Y., N.Y.
as a clerk, New York-Comex Commodities. During 1989 to 1990 Mr. Johnson was
employed by New Mercantile Exchange, N.Y., N.Y. as a commodity futures trader,
arbitrage futures contracts and energy markets: oil, gas, etc. For the past five
years Mr. Johnson has been self-employed buying and selling contracts.

Mrs. Susan Honeycutt Interim Director, Director of Operations

Mrs. Susan Honeycutt has been a Director since June 30, 1999 to the
present. Mrs. Honeycutt attended Portland Community College. From 1980 to 1984
Mrs. Honeycutt was employed by the law firm of Schwabe, Williamson, Wyatt, More
& Roberts as a research technician in the field of Workmen's Compensation. From
State Federal Mortgage Company as employed 1985 to 1987 Mrs. Honeycutt assistant
to the Vice President of the Loan Division. From 1987 to 1992 Mrs. Honeycutt was
employed as Chief executive officer of Olympus Resort Hotel and Spa. From 1992
to 1995 Mrs. Honeycutt was employed by Mailing Service Inc. to oversee outbound
direct response advertising. Since 1995 Mrs. Honeycutt was employed by Voyager
as Vice President of Operation and elected in June of 1999, by the Board of
Director as an Interim Director thereof and accepting Directorship of Voyager's
presents Operations.

Dr. John Hower Director.

Dr. Hower has been a Director since August 8, 1999 to present. Dr.
Hower, is a vascular surgeon, and has been employed as such since 1994 to
present.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Voting Securities and Principal Holders Thereof

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

Class

Name/Address Number of Shares Percent of Class

Common Stock

<PAGE>

Dr. Morris Mann 825,000 4%
(West Rim Holdings)
California

Convertible Preferred Series J

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

Directors and Executive Officers

Common Stock

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

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

Convertible Preferred Series J

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

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

Percentages rounded to nearest one percent.

** Controlling Stockholders:

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

<PAGE>

and other business opportunities, the declaration of dividends and the issuance
of different class of securities. Also see Item 13 exhibit # 4.1, 4.2, and 4.3.

DIRECTOR COMPENSATION

"NONE"

EXECUTIVE COMPENSATION

The following table summarizes the compensation of the Chief Executive
Officer of the Company and the Company's four most highly paid executive
officers other than the Chief Executive Officer (collectively the "Named
Executive Officers") and the amounts earned by each of them during the past
three fiscal years:

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

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

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

Compensation Plans

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

Employment Contracts and Other Arrangements

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

Compensation Report on Executive Compensation

<PAGE>

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

Compensation Policy

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

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

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

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

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

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

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

Components of Compensation

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

Base Salary.

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

<PAGE>

considered together with other elements of compensation in relation to the
Company's size and performance and in comparison with the compensation paid by
similarly sized companies or companies within the Company's industry.

Incentive Compensation.

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

Other Benefits.

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

Certain Relationships and Related Transactions.

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

Purchase and Loans by Executive Officer and Shareholder.

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

DESCRIPTION OF VOYAGER GROUP INC CAPITAL STOCK

The authorized capital stock of Voyager Group Inc consists of
100,000,000 shares of common stock, $0.01 par value and 5,000,000 shares of
preferred stock, $0.001 par value.

<PAGE>

Immediately following the spin-off, approximately 11,300,034 shares of common
stock will be outstanding.

THE FOLLOWING DESCRIPTIONS ARE SUMMARIES OF THE MATERIAL TERMS OF OUR
CERTIFICATE OF INCORPORATION AND BYLAWS. REFERENCE IS MADE TO THE MORE DETAILED
PROVISIONS OF, AND SUCH DESCRIPTIONS ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO, THE Voyager Group Inc CERTIFICATE OF INCORPORATION AND BYLAWS,
COPIES OF WHICH ARE FILED WITH THE SEC AS EXHIBITS TO THE REGISTRATION STATEMENT
OF WHICH THIS INFORMATION STATEMENT/PROSPECTUS IS A PART, AND APPLICABLE LAW.

COMMON STOCK

Holders of our common stock will be entitled to one vote per share with
respect to each matter presented to stockholders for vote. Except as may be
provided in connection with any Voyager Group Inc preferred stock, or as may
otherwise be required by law or the certificate of incorporation, the common
stock will be the only capital stock of Voyager Group Inc entitled to vote in
the election of directors and on all other matters presented to the stockholders
of Voyager Group Inc; provided that holders of common stock, as such, will not
be entitled to vote on any matter that relates solely to the terms of any
outstanding series of preferred stock or the number of shares of such series and
does not affect the number of authorized shares of preferred stock or the
powers, privileges and rights pertaining to the common stock. The common stock
will not have cumulative voting rights, which means that the holders of a
majority of the outstanding shares of common stock can elect all of the
directors then standing for election.

Subject to the prior rights of holders of preferred stock, if any,
holders of common stock are entitled to receive such dividends as may be
lawfully declared from time to time by our board of directors. Upon any
liquidation, dissolution or winding up of Voyager Group Inc, whether voluntary
or involuntary, holders of common stock will be entitled to receive the assets
that are legally available for distribution to stockholders after there shall
have been paid or set apart for payment the full amounts necessary to satisfy
any preferential or participating rights to which the holders of each
outstanding series of preferred stock are entitled by the express terms of such
series.

The common stock distributed in the spin-off will not have any
preemptive, subscription or conversion rights. Additional shares of authorized
common stock may be issued, as determined by our board from time to time,
without stockholder approval, except as may be required by applicable Nasdaq
requirements.

Application of our common stock for listing on The Nasdaq National
Market, shall be in May 2000 subject to notice of issuance, with the symbol
"VYGP."

Certified Share Transfer, ltd., Shareholder Services will serve as the
transfer agent and registrar for our common stock.

PREFERRED STOCK

<PAGE>

Subject to Delaware law, our board may, without approval of the
stockholders, cause shares of preferred stock to be issued from time to time in
one or more series. The board will determine the number of shares of each series
as well as the designation, powers, privileges, preferences and rights of the
shares of that series. Among the specific matters that may be determined by the
board are:

- the designation of each series;

- the number of shares of each series;

- the rate of dividends, if any;

- whether dividends, if any, will be cumulative or
non-cumulative;

- the terms of redemption, if any;

- the terms of any sinking fund providing for the purchase or
redemption of shares of each series;

- the amount payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
affairs of Voyager Group Inc;

- rights and terms of conversion or exchange, if any;

- restrictions on the issuance of shares of the same series or
any other series, if any; and

- voting rights, if any.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Voyager Group Inc certificate of incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for:

- breach of their duty of loyalty to the corporation or its
stockholders;

- acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;

- unlawful payments of dividends or unlawful stock repurchases
or redemptions; or

- any transaction from which the director derived an improper
personal benefit.

<PAGE>

The limitation of liability does not apply to liabilities arising under
the federal or state securities laws and does not affect the availability of
equitable remedies such as injunctive relief or rescission.

Voyager Group Inc bylaws provide that we will indemnify our directors
and officers to the fullest extent permitted by Delaware law, except that no
indemnification will be provided to a director, officer, employee or agent if
the indemnification sought is in connection with a proceeding initiated by such
person without the authorization of our board of directors. Our bylaws also
provide that the right of directors and officers to indemnification shall be a
contract right and shall not be exclusive of any other right now possessed or
hereafter acquired under any statute, provision of our certificate of
incorporation, bylaws, agreements, vote of stockholders or disinterested
directors or otherwise. Our bylaws also permit us to secure insurance on behalf
of any officer, director, employee or other agent for any liability arising out
of his or her actions in such capacity, regardless of whether the bylaws permit
such indemnification.

Voyager group Inc Indemnification Agreement further provides
indemnification with designees. We have not yet entered into these
indemnification agreements, but we expect to do so prior to the spin-off. These
agreements provide directors with, among other things, specific contractual
rights to the maximum indemnification permitted by Delaware law.

We have filed with the SEC a registration statement on Form 10 SB under
the Securities Act with respect to the Voyager Group Inc common stock to be
distributed in the spin-off. This information statement/ prospectus does not
contain all of the information set forth in the registration statement and the
exhibits and schedules filed with it. Although we have provided a summary of the
material terms of the contents of some contracts, agreements and other
documents, the summary does not describe all of the details of the contracts,
agreements and other documents. In each instance where a copy of the contract,
agreement or other document has been filed as an exhibit to the registration
statement, please refer to the registration statement. Each statement in this
information statement/prospectus regarding a contract, agreement or other
document is qualified in all respects by such exhibit.

You may read and copy all or any portion of the registration statement
at the SEC's public reference room, located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549, upon the payment of the fees
prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, such as Voyager Internet Group . Com
and Voyager Group Inc, that files electronically with the SEC. Following the
spin-off, Voyager Group Inc will be required to comply with the reporting
requirements of the Exchange Act and will file periodic reports, proxy
statements and other information with the SEC. These periodic reports, proxy
statements and other information will be available for inspection and copying at
the SEC's public reference room and the SEC's Internet site.

<PAGE>

Voyager Group Inc intends to furnish its stockholders with annual
reports containing consolidated financial statements (beginning with fiscal year
2000) audited by independent accountants.

You should rely only on the information contained in this information
statement/prospectus and other documents referred to in this information
statement/prospectus. Voyager Internet Group. Com and Voyager Group Inc have not
authorized anyone to provide you with information that is different. Voyager
Internet Group is furnishing this information statement/prospectus . Com solely
to provide information to Voyager Internet Group . Com stockholders who will
receive Voyager Group Inc common stock in the spin-off. It is not, and is not
construed as, an inducement or encouragement to buy or sell any securities of
Voyager Internet Group . Com or Voyager Group Inc. Voyager Internet Group . Com
and Voyager Group Inc believe that the information presented herein is accurate
as of the date hereof. Changes will occur after the date hereof, and neither
Voyager Internet Group . Com nor Voyager Group Inc will update the information
except to the extent required in the normal course of their respective public
disclosure practices and as required pursuant to the federal securities laws.

Voyager Group Inc maintains an Internet site at www.Voyager Group
Inc.com. This website and the information contained in it shall not be deemed to
be incorporated into this information statement/prospectus.

All other brand names or trademarks appearing in this information
statement are the property of their respective holders.

<PAGE>

INDEX
TO FINANCIAL STATEMENTS AND SCHEDUL E
ATTACHED HERETO

1. FINANCIAL STATEMENTS PAGE

Independent Auditor's Report F- 1

Consolidated Balance Sheet,
July 31, 1999 and 1997 F- 2
April 30, 2000 (Unaudited) F-16

Consolidated Statements of Income,
For the Years Ended July 31, 1999 and 1997 F- 4
For the Three and Nine Months Ended April 30, 2000 and 1999 (Unaudited) F-18

Consolidated Statements of Cash Flows,
For the Years Ended July 31, 1999 and 1997 F- 5
For the Three and Nine Months Ended April 30, 2000 and 1999 (Unaudited) F-19

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

Notes to Consolidated Financial Statements F- 8
Notes to (Unaudited) Consolidated Financial Statements F-21

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.

<PAGE>

Dear Stockholders:

The Board of Directors of Voyager Internet Group . Com (VIGC) has
decided to separate the two divisions of VIGC through a spin-off of the Voyager
Group Inc division. VIGC will accomplish this spin-off disturbing the Voyager
Group Inc common stock owned by VIGC to VIGC stockholders. Following the
spin-off, Voyager Group Inc will be a new independent public company that will
trade on The Nasdaq Bulletin Board Market under the symbol "VIGC." The spin-off
will occur on or about March 30, 2000.

VIGC will continue to be a public company and VIGC common stock will
continue to trade on The NASDAQ Bulletin Board Market under the symbol "VIGC."
VIGC will focus on its remaining business, in e Commerce.

Voyager Group Inc is a network marketing system, which allows person to
person product education, not readily available through traditional distribution
channels. Voyager primary product lines consist of modular designed nutritional
systems, anti ageing systems and weight management products.

If you own VIGC common stock as of the close of business on March 31,
2000, you will receive one share of Voyager Group Inc common stock for every one
share of VIGC common stock you own at that time. You should receive your Voyager
Group Inc shares shortly after April 30, 2000.

You do not need to take any action for the spin-off to occur. You do
not have to pay for the shares of Voyager Group Inc common stock that you will
receive in the spin-off, nor do you have to surrender or exchange shares of VIGC
common stock in order to receive your shares of Voyager Group Inc common stock.
The number of shares of VIGC common stock that you own will not change as a
result of the spin-off.

This information statement--prospectus gives you information about
VIGC, Voyager Group Inc and the spin-off. We are enthusiastic about the spin-off
and the opportunities that await these two separate companies. We encourage you
to read this document carefully to learn more about the two companies and this
spin-off.

Sincerely,

/s/ Board of Directors

April 7, 2000

<PAGE>

Dear Future Stockholders,

Welcome to Voyager Group Inc.

It is with great pleasure that we are sharing with you the exciting
news about Voyager Group Inc. In March of 1999, the Voyager Internet Group . Com
Board of Directors announced its decision to spin-off Voyager Group Inc into a
separate, publicly traded company. If you own Voyager Internet Group . Com
common stock on the record date of March 31, 2000 you will become a stockholder
in Voyager Group Inc as well as retain your ownership of Voyager Internet Group
. Com.

We believe that the spin-off will have significant impact on advances
in the arena of distributor loyalty. Consider the following:

- After the spin-off, we will be the largest pure-play
distributor relationship solutions provider in the industry;

- We offer a broad knowledge of electronic distributor
relationship management technologies to deploy distributors
solutions across the Internet e-mail, web-chat, telephone and
fax;

- We have highly experienced professionals specializing in
distributor solutions; and

- Our investment in research and development improves the
effectiveness of our distributor solutions and will enable us
to remain a driving force in the evolution of distributor
loyalty.

We encourage you to read this information statement/prospectus to learn
more about Voyager Group Inc. We look forward to the focus and expansion that
will be possible for Voyager Group Inc as a stand-alone public company. We
believe that Voyager Group Inc, as an independent company, will be better able
to provide complete solutions for our distributors and adapt to rapid technology
change. We are committed to building an exciting and rewarding company that is
worthy of your investment.

Sincerely,

/s/ The Board of Directors

<PAGE>

INDEPENDENT AUDITOR'S REPORT

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

We have audited the consolidated balance sheet of The Voyager Group,
Ltd. (formerly Voyager Group USA-Brazil, Ltd.), and Subsidiaries as of July 31,
1999 and 1998, and the related consolidated statements of income, stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the financial position of The Voyager
Group, Ltd. (formerly Voyager Group USA- Brazil, Ltd.), and Subsidiaries as of
July 31, 1999 and 1998 and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Respectfully submitted

/S/ ROBISON, HILL & CO.
Certified Public Accountants

Salt Lake City, Utah
October 8, 1999

F - 1

<PAGE>

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

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

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

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

Fixed Assets, at Cost:
Furniture and Equipment ................ 140,135 140,135
Leasehold Improvements ................. 6,741 6,741
Less - Accumulated

Depreciation ....................... (89,716) (62,443)
--------- ---------

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

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

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

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

F - 2

<PAGE>

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

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

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

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

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

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

Total Liabilities, and

Stockholders' Equity .................. $ 225,641 $ 469,863
=========== ===========

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

F - 3

<PAGE>

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

For the Year Ended
July 31,
----------------------------
1999 1998
----------- -----------
Sales, net of allowances
of $13,594 and $22,902 ....................... $ 1,287,419 $ 2,344,302
Cost of Sales ................................ 507,496 711,271
----------- -----------
Gross Margin ............................ 779,923 1,633,031

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

Net Income (Loss) from

Operations ............................... (1,222,624) (497,125)
Other Income (Expense)
Interest ................................... (15,459) 7,500
----------- -----------
Income (Loss) Before Income

Taxes ...................................... (1,238,083) (489,625)
Income Tax Benefit (Expense) ................. (173,099) 78,340
----------- -----------

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

Earnings (Loss) Per Common Share:

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

Weighted Average Shares Outstanding:

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

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

F - 4

<PAGE>

THE VOYAGER GROUP, LTD
(Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

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

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Activities ............................ (117,917) (445,797)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

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

F - 5

<PAGE>

THE VOYAGER GROUP, LTD
(Formerly VOYAGER GROUP USA-BRAZIL, LTD.),
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
Increase (Decrease) in Cash and Cash Equivalents

For the Year Ended
July 31,
----------------------
1999 1998
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred Stock .................................. $ 50,000 $ --
Proceeds from Issuance of
Common Stock .................................... 50,000 23,340
Proceeds from Shareholder Loans .................. 34,456 4,500
--------- ---------
Net Cash Provided by

Financing Activities ......................... 134,456 27,840
--------- ---------

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

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

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION

Cash Paid During the Year For:
Interest ...................................... $ 15,459 $ 34
Income Taxes .................................. $ 800 $ 800

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

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

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

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

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

F - 6

<PAGE>

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

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

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

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

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

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

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

F - 7

<PAGE>

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

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was first incorporated in the State of Nevada on June 12, 1990
as EEE-Hunter Associates, Inc. On July 27, 1995 the Company changed its domicile
to the State of Texas and merged into a Texas Corporation EEE-Energy
Consultants, Inc. Neither company had any operating activity. On July 2, 1996
the Company changed domicile to Nevada and on July 17, 1996 changed the name of
the Company to Voyager Group USA-Brazil, Ltd. On July 21, 1999 the Company
changed its name to The Voyager Group, Ltd.

Also on July 17, 1996 the Company entered into an agreement with Voyager
Group, Inc. (a Delaware Corporation) whereby the Company acquired 100% of the
issued and outstanding stock of Voyager Group, Inc. in a tax-free corporate
reorganization in exchange for the issuance of 375 shares of preferred series AA
1996 stock (convertible into 3,750,000 common shares) and 300,000 common shares.
This transaction has been accounted for as a reverse purchase. Income and
expense have been presented since the inception of the Delaware Company.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, The Voyager Group, Inc. and [email protected].
All significant inter-company accounts and transactions have been eliminated.

Nature of Business

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

Inventories

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

Revenue Recognition

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

F - 8
<PAGE>

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

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

Income Taxes

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

Depreciation

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

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

Amortization

Intangible assets are amortized over useful life.

Cash Equivalents

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

Earnings (Loss) Per Share

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

F - 9
<PAGE>

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

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

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

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

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

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

Concentration of Credit Risk

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

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

Pervasiveness of Estimates

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

F - 10
<PAGE>

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

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

Reclassifications

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

NOTE 2 - PREFERRED STOCK

On July 17, 1996 the Company created convertible Preferred Stock Series AA
1996, authorizing the issuance of 1,000 shares of convertible preferred stock to
be sold, with a par value of $.001. The preferred stock are convertible at a
ratio of 10,000 shares of common stock per preferred share converted.

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

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

F - 11
<PAGE>

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

NOTE 3 - RELATED PARTY TRANSACTIONS

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

July 31, 1999 Voyager terminated a Agreement here stated below with former
President Mr. William Clapham, "The Former President of the Company, provided
the Company with the marketing distribution plans (uni-level and matrix network
compensation program, commission payout structure, operations, and automated
monthly ordering system), and proprietary formulas for dietary supplements
(complex liquid essential vitamins, minerals, essential fatty acids, amino acid
complex, suspension base of vegetable glycerin, purified water and aloe, liquid
herbal extracts antioxidant formulas, encapsulated antioxidant formula), weight
management formula, and natural hair care product formula. In exchange for the
use of the formulas and marketing plans Mr. Clapham received minimum royalties
of $20,000 per year with provisions for royalties of $6,000 per month when sales
volume is greater than $2,000,000 per year and $10,000 per month when sales
volume is greater than $6,000,000 per year".

F - 12
<PAGE>

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

NOTE 3 - RELATED PARTY TRANSACTIONS (Continued)

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

NOTE 4 - RENT EXPENSE

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

NOTE 5 - INCOME TAXES

The Company is subject to corporate and state income taxes. Deferred taxes
are determined based on the estimated future tax effects of differences between
the financial reporting and tax basis of assets and liabilities given the
provisions of the enacted tax laws. The net deferred tax asset at July 31, 1999
of $572,000 is comprised of the tax benefit of the net operating loss
carryforward and the difference between financial accounting and tax
depreciation.

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

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

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

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

F - 13
<PAGE>

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

NOTE 5 - INCOME TAXES (Continued)

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

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

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

A reconciliation between the Company's effective tax rate and the statutory
federal income tax rate on the income (loss) from continuing operations is as
follows:

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

F - 14
<PAGE>

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

NOTE 6 - SELECTED FINANCIAL DATA (unaudited)

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

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

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

F - 15

<PAGE>

VOYAGER GROUP, INC.
(Formerly THE VOYAGER GROUP, LTD.)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Unaudited)
April 30, July 31,
2000 1999
--------- ---------

ASSETS

Current Assets:
Cash .................................... $ 7,418 $ 16,539
Inventory ............................... 127,114 113,504
Prepaid Expenses ........................ 53,543 1,575
Accounts Receivable ..................... 10,062 6,536
--------- ---------

Total Current Assets .................. 198,137 138,154
--------- ---------

Fixed Assets, at Cost:
Furniture and Equipment ................. 237,797 140,135
Leasehold Improvements .................. 6,741 6,741
Less - Accumulated

Depreciation .......................... (120,158) (89,716)
--------- ---------

124,380 57,160
--------- ---------

Other Assets:
Deposits ................................ 6,752 5,327
Intangible Assets, Net .................. 18,750 25,000
--------- ---------

Total Other Assets .................... 25,502 30,327
--------- ---------

Total Assets .......................... $ 380,019 $ 225,641
========= =========

F - 16

<PAGE>

VOYAGER GROUP, INC.
(Formerly THE VOYAGER GROUP, LTD.)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)

(Unaudited)
April 30, July 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
----------- -----------
Current Liabilities:
Accounts Payable ................................ $ 87,870 $ 80,630
Accrued Liabilities ............................. 123,815 142,107
Accrued Commissions ............................. 14,052 30,934
Current Portion Lease Obligation ................ 26,247 --
Shareholder Loans ............................... 314,636 3,087
----------- -----------

Total Current Liabilities ..................... 566,620 256,758
----------- -----------

Long Term Lease Obligations ...................... 41,349 --
----------- -----------

Total Liabilities ............................. 607,969 256,758
----------- -----------

Stockholders' Equity
Preferred Stock, $.001 par value;
Series J; 100 shares authorized,
issued and outstanding ........................ -- --
Series AA 1996; 1,000 shares
authorized, 8.5 and 855 shares
issued and outstanding ........................ -- --
Premium on Preferred Stock ...................... -- 205,332
Common Stock; $.001 par value;
100,000,000 shares authorized;
9,856,413 and 2,089,080 shares
issued and outstanding April 30, 2000
and July 31, 1999, respectively ................ 9,856 2,089
Common Stock Held in Trust To Be Issued ......... (281,200) --
Additional Paid-in Capital ...................... 2,717,601 2,124,774
Retained Deficit ................................ (2,757,528) (2,363,312)
----------- -----------

Total Stockholders' Equity .................... (227,950) (31,117)
----------- -----------

Total Liabilities, and Stockholders' Equity ... $ 380,019 $ 225,641
=========== ===========

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

F - 17

<PAGE>

VOYAGER GROUP, INC.
(Formerly THE VOYAGER GROUP, LTD.)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

(Unaudited) (Unaudited)
For the Three Months Ended For the Nine Months Ended
April 30, April 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------

<S> <C> <C> <C> <C>
Sales, Net ......................... $ 140,899 $ 358,579 $ 517,346 $ 1,031,657
Cost of Sales ...................... 56,606 103,044 226,332 295,874
----------- ----------- ----------- -----------
Gross Margin .................. 84,293 255,535 291,014 735,783

Selling & Marketing ................ 56,911 123,910 243,968 507,581
Research & Development ............. -- -- -- 50,000
General & Administrative ........... 164,435 54,806 520,902 637,660
----------- ----------- ----------- -----------
Total Expenses ................ 221,346 178,716 764,870 1,195,241

Operating Loss ..................... (137,053) 76,819 (473,856) (459,458)
Other Income (Expense)
Interest .......................... (11,795) (6,562) (24,098) (10,078)
----------- ----------- ----------- -----------

Loss Before Income Taxes ........... (148,848) 70,257 (497,954) (469,536)
Income Tax Benefit (Expense) ....... (200) (200) (600) 74,430
----------- ----------- ----------- -----------

Net Loss ........................... $ (149,048) $ 70,057 $ (498,554) $ (395,106)
=========== =========== =========== ===========

Earnings (Loss) Per Common Share:

Basic ............................. $ (0.02) $ 0.04 $ (0.10) $ (0.30)
=========== =========== =========== ===========
Diluted ........................... $ 0.03
===========

Weighted Average Shares Outstanding:

Basic ............................. 9,397,524 1,721,866 5,003,170 1,309,338
=========== =========== =========== ===========
Diluted ........................... 2,393,532
===========
</TABLE>

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

F - 18

<PAGE>
VOYAGER GROUP, INC.
(Formerly THE VOYAGER GROUP, LTD.)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

(Unaudited)
For the Nine Months Ended
April 30,
----------------------
2000 1999
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss) ................................. $(498,554) $(395,106)
Adjustments to Reconcile Net
Income (Loss) to Net Cash
Used in Operating Activities:

Depreciation and Amortization .................... 40,843 20,455
Common Stock in exchange for Services ............ 247,838 443,750
Changes in Assets and
Liabilities-
Increase in Accounts Receivable ................ (3,526) (6,158)
Increase in Prepaid Expenses ................... (51,968) (3,000)
(Increase) Decrease in Inventory ............... (13,610) 10,610
Increase in Other Assets ....................... (1,425) (75,030)
Increase (Decrease) in Accounts Payable ........ 7,240 (11,995)
Increase (Decrease) in Accrued Liabilities ..... 11,590 (45,904)
Increase in Accrued Commissions ................ (16,882) (10,990)
-------- --------
Net Cash Provided by Operating

Activities ..................................... (278,454) (73,368)
-------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase Furniture and Equipment .................. (101,813) --
-------- --------

F - 19

<PAGE>

VOYAGER GROUP, INC.
(Formerly THE VOYAGER GROUP, LTD.)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)

Increase (Decrease) in Cash and Cash Equivalents

(Unaudited)
For the Nine Months Ended
April 30,
------------------------
2000 1999
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long Term Debt ..................... $ 82,412 $ --
Principal Payments on Long Term Debt ............. (14,816) --
Proceeds from Issuance of Common Stock ........... -- 50,000
Proceeds from Shareholder Loans .................. 303,550 23,368
--------- ---------
Net Cash Provided by

Financing Activities ........................... 371,146 73,368
--------- ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS ......... (9,121) --
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR ................................ 16,539 --
--------- ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR ......... 7418 $ --
========= =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash Paid During the Year For:
Interest ........................................ $ 16,096 $ 10,078
Income Taxes .................................... $ 800 $ --

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

F - 20

<PAGE>
VOYAGER GROUP, INC.
(Formerly THE VOYAGER GROUP, LTD.)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED APRIL 30, 2000

BASIS OF PRESENTATION

The unaudited interim consolidated financial information of Voyager
Internet Group.Com (formerly The Voyager Group, Ltd.) and Subsidiaries (the
"Company" ) has been prepared in accordance with Article 10 of Regulation S-X
promulgated by the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
the accompanying interim consolidated financial information contains all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the Company's financial position as of April 30, 2000, and results of
operations for the three and nine months ended April 30, 2000. These financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended July 31, 1999. The results of operations for the three
and nine months ended April 30, 2000 may not be indicative of the results that
may be expected for the fiscal year ending July 31, 2000.

STOCK SPLIT

On January 31, 2000 the Board of Directors authorized a 6 to 1 reverse
stock split of the 16,838,478 shares of the Company's common stock at January
31, 2000. As a result of the split, common stock was reduced and additional paid
in capital increased by $10,445 and 2,806,413 shares were outstanding
immediately after the split. All references in the accompanying financial
statements to the number of common shares and per-share amounts for 1999 and
1998 have been restated to reflect the stock split.

CORPORATE REORGANIZATION

On March 31, 2000, the Company completed a tax free reorganization whereby the
company did spin-off of its wholly owned subsidiary Voyager Group Inc. In
accordance with the reorganization, shareholders of record as of March 31, 2000
shall receive one share of Voyager Group Inc. stock for each share of the
Company's stock held on March 31, 2000.

F - 21

<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

On March 31, 2000, Voyager Internet Group.Com (the "Company") completed a tax
free reorganization whereby the company did spin-off of its wholly owned
subsidiary Voyager Group Inc. These unaudited pro forma condensed statements of
operations are based on the April 30, 2000 unaudited financial statements of the
Company contained elsewhere herein, giving effect to the transaction. The
unaudited pro forma condensed statement of operations presents the results of
operations of the Surviving Corporation, assuming the reorganization was
completed on August 1, 1999.

In accordance with the reorganization, shareholders of record as of March 31,
2000 shall receive one share of Voyager Group Inc. stock for each share of the
Company's stock held on March 31, 2000.

The unaudited pro forma condensed statements of operations have been prepared by
management of the Company based on the financial statements included elsewhere
herein. The pro forma adjustments include certain assumptions and preliminary
estimates as discussed in the accompanying notes and are subject to change.
These pro forma statements may not be indicative of the results that actually
would have occurred if the combination had been in effect on the dates indicated
or which may be obtained in the future. These pro forma financial statements
should be read in conjunction with the accompanying notes and the historical
financial information of the Company (including the notes thereto) included in
this Form 10-QSB Quarterly Report. See "Item 1. Financial Statements."

F - 22

<PAGE>

UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED APRIL 30, 2000

Voyager
Group, Pro Forma Pro Forma
Inc. Adjustments Balance
--------- --------- ----------

Revenues ............................ $ 517,346 $ -- $ --
Loss From Operations ................ (473,856) -- --
Net Loss ............................ (498,554) -- --
=========== =========== ===========

Loss per share ...................... $ (0.10) $ 0.00 $ --
=========== =========== ===========

UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED APRIL 30, 1999

Voyager
Group, Pro Forma Pro Forma
Inc. Adjustments Balance
----------- ----------- -----------

Revenues ...................... $ 1,031,657 $ -- $ --
Income From Operations ........ (459,458) -- --
Net Loss ...................... (395,106) -- --
=========== =========== ===========

Loss per share ................ $ (0.30) $ 0.00 $ --
=========== =========== ===========

See accompanying notes to unaudited pro forma condensed statements of
operations.

F - 23

<PAGE>

NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

- PRO FORMA ADJUSTMENTS

There are no adjustments to the accompanying unaudited pro forma
condensed statements of operations as all operations relate to Voyager Group,
Inc.

F - 24