SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                                VOYAGER GROUP INC



           NEVADA                                    76-0487709
----------------------------             --------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification Number)

                             1-760-603-0999
                            ----------------
                (Issuer's telephone number, including area code)

                   6354 CORTE ABETO SUITE F CARLSBAD,CA 92009
                   ------------------------------------------
                    (Address of principal executive offices)



                   VOYAGER MASTER TRUST AGREEMENT FOR DEFERRED
                           EXCUTIVE COMPENSATION PLAN

              VOYAGER EMPLOYEES 401 (K) PROFIT SHARING PLAN & TRUST

                      Voyager Associtae stock purchase plan

                    Busniess Consultanting Compensation Plan
                            -------------------------
                            (Full title of the plans)
                                -----------------


                                  Marvin Higbee
                               VOYAGER GROUP INC.


                                 (760) 603-0999
                               (Agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------------------- ------------------- -------------------- -------------------- -------------

                                                              Proposed Maximum     Proposed Maximum     Amount of
Title of Securities                         Amount to be     Offering Price Per   Aggregate Offering   Registration
to be registered                           registered            Share              Price(2)            Fee
---------------------------------------- ------------------- -------------------- -------------------- -------------

<S>                                       <C>                     <C>                <C>                  <C>
Common Stock ($.001 per value)            11,000,000 shares       $0.50(1)           $5,500,000(2)        $1,666.50
---------------------------------------- ------------------- -------------------- -------------------- -------------
Deferred Compensation Obligations (3)          -0-                   -0-                  -0-               -0-
---------------------------------------- ------------------- -------------------- -------------------- -------------
</TABLE>



                                        1
<PAGE>

(1)  All   consideration   for  the  shares  offered  in  connection  with  this
     registration statement will be paid for with consulting services and not in
     connection  with the offer or sale of any  securities in a capital  raising
     transaction, not for cash.

(2)  Calculated  according to the  registration  fee  pursuant to SEC,  Rule 457
     (h)(17CFR230.457(h))  under  the  Securities  Act of 1933  based  upon  the
     average of the high and low sale prices of Voyager  Group Inc Common  Stock
     quoted on the ("NASD-OTC Electronic Bulletin Board) on June29,2001.

(3)  EXPLANATORY NOTE

The  Deferred  Compensation Plans & Trust is unfunded and their benefits will be
     paid from the general  assets of the company.  The Company has  submitted a
     Plan and Trust. The Internal Revenue Service (the "IRS")  amendments hereto
     required for updating such  description  in order to qualify the Plan under
     Section  401 of the  Internal  Revenue  Code.  According,  paying  deferred
     compensation  requires  said Plan to Qualify  under Section 401 of the IRS,
     amendment  hereto in  accordance  with IRS prior to any payment of deferred
     compensation  therein.  This Form S-8 will register 11,000,000 in unsecured
     obligations  of the Company to pay deferred  compensation  in the future in
     accordance   with  the  terms  and  conditions  of  the  Voyager   Deferred
     Compensation Plan & Trust.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plans and Information

Item 2. Registration Information and Employee Annual Information.*


     *Pursuant to the Note to Part I of Form S-8, the documents  containing  the
     information  required  by Part I are not  required  to be and are not being
     filed with the Securities and Exchange Commission.  These documents will be
     sent or given to participants in the Deferred  Compensation Plan & Trust as
     specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended.
     These  documents  and  the  documents  incorporated  by  reference  in this
     Registration  Statement  Pursuant  to Item 3 of Part II of Form S-8,  taken
     together,  constitute a prospectus  that meets the  requirements of Section
     10(a) of the Securities Act of 1933.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  are   incorporated  by  reference  in  to  this
registration statement and made a part hereof, to wit;

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended July 31, 2001;

     (b)  The  Registrant's  Current Reports on Form 10-Q for the Quarters ended
          October 31, 2000, January 31, 2000 and April 31, 2001.

     (c)  The  description of common shares of Voyager Group Inc.,  contained in
          the Company's registration statement on Form 10-SB, as amended.

     All reports and other documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act 1934, subsequent to the
date this  Registration  Statement is filed with the Commission,  and before the
filing  of a  post-effective  amendment,  which  indicates  that all  securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is, or is deemed to be incorporated  by reference  herein modifies or
supersedes such prior  statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.


                                        2
<PAGE>

     The Registrant  will provide you,  without  change,  on the request of such
person a copy of all of the information  that has been or may be incorporated by
reference herein,  other than exhibits  hereto.Written or oral requests for such
copies should be directed to Voyager Group Inc,. at its executive office located
at 6354 Corte del Aberto Suite F, Carlsbad CA 92009


ITEM 4. DESCRIPTION OF SECURITIES.

     The  securities  to be  offered  and  sold  pursuant  to this  registration
statement are Eleven Million  ($0.001) par value common shares of Voyager Group,
Inc.

     The holders of the $0.001 par value  common  stock of the  Registrant  have
traditional rights as to voting, dividends and liquidation. All shares of common
stock are  entitled to one vote on all  matters  submitted  for the  approval of
stockholders.  There are no  pre-emptive  rights  and  cumulative  voting is not
allowed.  The  common  stock  is not  subject  to  redemption  and  carries,  no
subscription  or  conversion   rights.  In  the  event  of  liquidation  of  the
registrant,  the  holders  of common  stock are  entitled  to share  equally  in
corporate assets after satisfaction of all liabilities.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Michael C. Duben, Esq., who has prepared this registration  statement,  the
plan and the opinion  related to the shares to be issued  hereunder  doesn't own
shares of the common stock of the registrant.  Mr. Duben,  has not been employed
on a contingent basis connection with this registration  statement and is not an
affiliate  of the  Registrant  or a person  associated  with an affiliate of the
registrant.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation,  as amended (the  "Articles"),  and Restated
By-Laws of the  Company  provide,  in  effect,  that to the extent and under the
circumstances  permitted  by  Section  78.751 of the GCL and  subject to certain
conditions,  the Company shall  indemnify any person who was or is a party or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding of the type  described  above by reason of the fact that he or she is
Alternatively,  was a director or officer of the Company or is or was serving at
the request of the Company as a director,  officer, employee or agent of another
corporation.

     The Company has also entered into  indemnification  agreements with each of
its directors and executive  officers  providing,  among other things,  that the
director or officer  shall be  indemnified  fully  permitted by  applicable  law
against all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement in any action, suit or proceeding of the type described above
because  of the  fact  that he or she is or was a  director  or  officer  of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee  or agent of  another  corporation.  In  furtherance  of such
indemnification agreements, the Company will established a $1,000,000 trust fund
from which payments owing under the indemnification  agreements may be made. The
initial term of the trust is ten years.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8. Exhibits.


     The  undersigned  Registrant  hereby  undertakes  that it has submitted the
Employee 401  (K)Deferred  Compensation  Plan and amendments to the the Internal
Revenue Service and registrant will in a timely manner make all changes required
by the IRS in order  to  qualify  the Plan  under  Section  401 of the  Internal
Revenue  Code.Information  required by Part I is included in  documents  sent or
given to participants in the Consultation Agreement pursuant to Rule 428(b)(1).


                                        3
<PAGE>

------- ------------------------------------------------------- ----------------
Exhibit Description                                             Page No./
Number                                                          (Footnote)
------- ------------------------------------------------------- ----------------

5.1     Legal Opinion of Michael C. Duben, regarding legality.

23.1    Consent of Michael C. Duben, Esq.

24.1    Power of Attorney (included on the signature pages filed herewith)

9.1     Deferred Compensation Plan

9.2     Master Trust Agreement for Deferred Compensation Plans .

9.5     Restated Employee 401 (k) Plan and amendments.

9.6     Voyager Associate Common Stock Purchase Plan

9.7     Business Consulting Agreement

     The following  documents filed with the Commission pursuant to the Exchange
Act are incorporated Herein by reference:

     (**) Incorporated  by  reference  to the  Company's  Annual  Report on Form
          10-KSB for the year ended July 31, 2000.

     (**) All other reports filed by the registrant with the commission pursuant
          to section  13(a),  or Section 15(d) of the Exchange Act since the end
          of the fiscal year covered by the  Registrant's  annual and  quarterly
          report  referred by reference to the  Company's  Quarterly  Report for
          October 31, 2000, January 31, 2000, April 31, 2001


ITEM 9.  UNDERTAKINGS.

1.   The undersigned registrant hereby undertakes:

     (a)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  Registration  Statement (or the most
               recent post-effective amendment hereof) which, individually or in
               the aggregate,  represent a fundamental change in the information
               set forth in this Registration Statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;

     PROVIDED,  HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply
     if the information required being included in a post-effective amendment by
     those  paragraphs is contained in periodic  reports filed by the registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering of such  securities  at that time shall be deemed the initial
     BONA FIDE offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

2.   The undersigned  registrant hereby further undertakes that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange  Act that is  incorporated  by reference in this  Registration
     Statement  shall be deemed a new  registration  statement  relating  to the
     securities  offered  therein,  and the offering of such  securities at that
     time shall be deemed to be the initial BONA FIDE offering thereof.


                                        4
<PAGE>


3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant to the  provisions  described  under Item 6 above,  or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     Commission  such  indemnification  is against public policy as expressed in
     the Securities Act


     Moreover,  is,  therefore,  unenforceable.  In the  event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Diego, State of California, on this July 2, 2001.


                             VOYAGER GROUP, INC.
                             Registrant

                             By:
                             /s/ Marvin Higbee
                             ---------------------------------------------------
                             Marvin Higbee
                             President - C.E.O.,
                             Director


















                                       5
<PAGE>

                                POWER OF ATTORNEY

     That the  undersigned  officers and  directors of Voyager  Group Inc., ., a
     Nevada corporation,  do hereby constitute and appoint Peter Powderham,  the
     lawful  attorney-in-fact and agent, with full power and authority to do any
     and all acts and things and to execute any and all  instruments  which said
     attorney and agent  determines  to be necessary or advisable or required to
     enable said  corporation  to comply  with the  Securities  Act of 1933,  as
     amended,  and any rules or regulation or  requirements of the Commission in
     connection  with  this   Registration   Statement.   Without  limiting  the
     generality of the foregoing power and authority, the powers granted include
     the power and  authority to sign the names of the  undersigned  officers In
     addition,  directors in the capacities indicated below to this Registration
     Statement,   to  any   and   all   amendments,   both   pre-effective   and
     post-effective,  and supplements to this Registration  Statement and to any
     and all  instruments  or documents  filed as part of or in connection  with
     this Registration  Statement or amendments or supplements thereof, and each
     of the undersigned  hereby ratifies and confirms all that said attorney and
     agent shall do or cause to be done by virtue hereof. This Power of Attorney
     may be signed in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
     Attorney as of May 2, 2001.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
     this registration statement has been signed by the following persons in the
     capacities indicated below.


Signature                                              Title
---------                                              -----

/s/                               Chairman, President, Secretary and
-----------------------------     Chief Executive Officer of Voyager Group, Inc.
  Marvin Higbee


/s/                               Director, Treasurer and Executive President
-----------------------------     of Marketing
  Richard Higbee

/s/                               Director and Executive President
-----------------------------     of Product Development
  Meitzu Chen
[{"type": "S-8", "sequence": "1", "filename": "s8070301.txt", "secsgml_size_bytes": 19649}]
{"company-data": {"conformed-name": "VOYAGER GROUP INC", "cik": "0001029262", "assigned-sic": "6311", "irs-number": "760487709", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64726", "film-number": "1676187"}, "business-address": {"street1": "6354 CORTE DEL ABETO", "street2": "SUITE F", "city": "CARLSBAD", "state": "CA", "zip": "92009", "phone": "760-603-0999"}, "mail-address": {"street1": "6354 CORTE DEL ABETO", "street2": "SUITE F", "city": "CARLSBAD", "state": "CA", "zip": "92009"}, "former-company": [{"former-conformed-name": "SAVE ON MEDS NET", "date-changed": "20010309"}, {"former-conformed-name": "VOYAGER INTERNET GROUP COM", "date-changed": "20000316"}, {"former-conformed-name": "VOYAGER GROUP USA-BRAZIL LTD", "date-changed": "19961218"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                                VOYAGER GROUP INC

           NEVADA                                    76-0487709
----------------------------             --------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification Number)

                             1-760-603-0999
                            ----------------
                (Issuer's telephone number, including area code)

                   6354 CORTE ABETO SUITE F CARLSBAD,CA 92009
                   ------------------------------------------
                    (Address of principal executive offices)

                   VOYAGER MASTER TRUST AGREEMENT FOR DEFERRED
                           EXCUTIVE COMPENSATION PLAN

              VOYAGER EMPLOYEES 401 (K) PROFIT SHARING PLAN & TRUST

                      Voyager Associtae stock purchase plan

                    Busniess Consultanting Compensation Plan
                            -------------------------
                            (Full title of the plans)
                                -----------------

                                  Marvin Higbee
                               VOYAGER GROUP INC.

                                 (760) 603-0999
                               (Agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------------------- ------------------- -------------------- -------------------- -------------

                                                              Proposed Maximum     Proposed Maximum     Amount of
Title of Securities                         Amount to be     Offering Price Per   Aggregate Offering   Registration
to be registered                           registered            Share              Price(2)            Fee
---------------------------------------- ------------------- -------------------- -------------------- -------------
Common Stock ($.001 per value)            11,000,000 shares       $0.50(1)           $5,500,000(2)        $1,666.50
---------------------------------------- ------------------- -------------------- -------------------- -------------
Deferred Compensation Obligations (3)          -0-                   -0-                  -0-               -0-
---------------------------------------- ------------------- -------------------- -------------------- -------------
1
(1)  All   consideration   for  the  shares  offered  in  connection  with  this
     registration statement will be paid for with consulting services and not in
     connection  with the offer or sale of any  securities in a capital  raising
     transaction, not for cash.

(2)  Calculated  according to the  registration  fee  pursuant to SEC,  Rule 457
     (h)(17CFR230.457(h))  under  the  Securities  Act of 1933  based  upon  the
     average of the high and low sale prices of Voyager  Group Inc Common  Stock
     quoted on the ("NASD-OTC Electronic Bulletin Board) on June29,2001.

(3)  EXPLANATORY NOTE

The  Deferred  Compensation Plans & Trust is unfunded and their benefits will be
     paid from the general  assets of the company.  The Company has  submitted a
     Plan and Trust. The Internal Revenue Service (the "IRS")  amendments hereto
     required for updating such  description  in order to qualify the Plan under
     Section  401 of the  Internal  Revenue  Code.  According,  paying  deferred
     compensation  requires  said Plan to Qualify  under Section 401 of the IRS,
     amendment  hereto in  accordance  with IRS prior to any payment of deferred
     compensation  therein.  This Form S-8 will register 11,000,000 in unsecured
     obligations  of the Company to pay deferred  compensation  in the future in
     accordance   with  the  terms  and  conditions  of  the  Voyager   Deferred
     Compensation Plan & Trust.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plans and Information

Item 2. Registration Information and Employee Annual Information.*

     *Pursuant to the Note to Part I of Form S-8, the documents  containing  the
     information  required  by Part I are not  required  to be and are not being
     filed with the Securities and Exchange Commission.  These documents will be
     sent or given to participants in the Deferred  Compensation Plan & Trust as
     specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as amended.
     These  documents  and  the  documents  incorporated  by  reference  in this
     Registration  Statement  Pursuant  to Item 3 of Part II of Form S-8,  taken
     together,  constitute a prospectus  that meets the  requirements of Section
     10(a) of the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  are   incorporated  by  reference  in  to  this
registration statement and made a part hereof, to wit;

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended July 31, 2001;

     (b)  The  Registrant's  Current Reports on Form 10-Q for the Quarters ended
          October 31, 2000, January 31, 2000 and April 31, 2001.

     (c)  The  description of common shares of Voyager Group Inc.,  contained in
          the Company's registration statement on Form 10-SB, as amended.

     All reports and other documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act 1934, subsequent to the
date this  Registration  Statement is filed with the Commission,  and before the
filing  of a  post-effective  amendment,  which  indicates  that all  securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is, or is deemed to be incorporated  by reference  herein modifies or
supersedes such prior  statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.

                                        2
The Registrant  will provide you,  without  change,  on the request of such
person a copy of all of the information  that has been or may be incorporated by
reference herein,  other than exhibits  hereto.Written or oral requests for such
copies should be directed to Voyager Group Inc,. at its executive office located
at 6354 Corte del Aberto Suite F, Carlsbad CA 92009

ITEM 4. DESCRIPTION OF SECURITIES.

     The  securities  to be  offered  and  sold  pursuant  to this  registration
statement are Eleven Million  ($0.001) par value common shares of Voyager Group,
Inc.

     The holders of the $0.001 par value  common  stock of the  Registrant  have
traditional rights as to voting, dividends and liquidation. All shares of common
stock are  entitled to one vote on all  matters  submitted  for the  approval of
stockholders.  There are no  pre-emptive  rights  and  cumulative  voting is not
allowed.  The  common  stock  is not  subject  to  redemption  and  carries,  no
subscription  or  conversion   rights.  In  the  event  of  liquidation  of  the
registrant,  the  holders  of common  stock are  entitled  to share  equally  in
corporate assets after satisfaction of all liabilities.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Michael C. Duben, Esq., who has prepared this registration  statement,  the
plan and the opinion  related to the shares to be issued  hereunder  doesn't own
shares of the common stock of the registrant.  Mr. Duben,  has not been employed
on a contingent basis connection with this registration  statement and is not an
affiliate  of the  Registrant  or a person  associated  with an affiliate of the
registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation,  as amended (the  "Articles"),  and Restated
By-Laws of the  Company  provide,  in  effect,  that to the extent and under the
circumstances  permitted  by  Section  78.751 of the GCL and  subject to certain
conditions,  the Company shall  indemnify any person who was or is a party or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding of the type  described  above by reason of the fact that he or she is
Alternatively,  was a director or officer of the Company or is or was serving at
the request of the Company as a director,  officer, employee or agent of another
corporation.

     The Company has also entered into  indemnification  agreements with each of
its directors and executive  officers  providing,  among other things,  that the
director or officer  shall be  indemnified  fully  permitted by  applicable  law
against all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement in any action, suit or proceeding of the type described above
because  of the  fact  that he or she is or was a  director  or  officer  of the
Company or is or was  serving  at the  request  of the  Company  as a  director,
officer,  employee  or agent of  another  corporation.  In  furtherance  of such
indemnification agreements, the Company will established a $1,000,000 trust fund
from which payments owing under the indemnification  agreements may be made. The
initial term of the trust is ten years.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. Exhibits.

     The  undersigned  Registrant  hereby  undertakes  that it has submitted the
Employee 401  (K)Deferred  Compensation  Plan and amendments to the the Internal
Revenue Service and registrant will in a timely manner make all changes required
by the IRS in order  to  qualify  the Plan  under  Section  401 of the  Internal
Revenue  Code.Information  required by Part I is included in  documents  sent or
given to participants in the Consultation Agreement pursuant to Rule 428(b)(1).

                                        3
------- ------------------------------------------------------- ----------------
Exhibit Description                                             Page No./
Number                                                          (Footnote)
------- ------------------------------------------------------- ----------------

5.1     Legal Opinion of Michael C. Duben, regarding legality.

23.1    Consent of Michael C. Duben, Esq.

24.1    Power of Attorney (included on the signature pages filed herewith)

9.1     Deferred Compensation Plan

9.2     Master Trust Agreement for Deferred Compensation Plans .

9.5     Restated Employee 401 (k) Plan and amendments.

9.6     Voyager Associate Common Stock Purchase Plan

9.7     Business Consulting Agreement

     The following  documents filed with the Commission pursuant to the Exchange
Act are incorporated Herein by reference:

     (**) Incorporated  by  reference  to the  Company's  Annual  Report on Form
          10-KSB for the year ended July 31, 2000.

     (**) All other reports filed by the registrant with the commission pursuant
          to section  13(a),  or Section 15(d) of the Exchange Act since the end
          of the fiscal year covered by the  Registrant's  annual and  quarterly
          report  referred by reference to the  Company's  Quarterly  Report for
          October 31, 2000, January 31, 2000, April 31, 2001

ITEM 9.  UNDERTAKINGS.

1.   The undersigned registrant hereby undertakes:

     (a)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  Registration  Statement (or the most
               recent post-effective amendment hereof) which, individually or in
               the aggregate,  represent a fundamental change in the information
               set forth in this Registration Statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;

     PROVIDED,  HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply
     if the information required being included in a post-effective amendment by
     those  paragraphs is contained in periodic  reports filed by the registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act that are
     incorporated by reference in this Registration Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering of such  securities  at that time shall be deemed the initial
     BONA FIDE offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

2.   The undersigned  registrant hereby further undertakes that, for purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange  Act that is  incorporated  by reference in this  Registration
     Statement  shall be deemed a new  registration  statement  relating  to the
     securities  offered  therein,  and the offering of such  securities at that
     time shall be deemed to be the initial BONA FIDE offering thereof.

                                        4
3.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant to the  provisions  described  under Item 6 above,  or
     otherwise,  the  registrant  has been  advised  that in the  opinion of the
     Commission  such  indemnification  is against public policy as expressed in
     the Securities Act

     Moreover,  is,  therefore,  unenforceable.  In the  event  that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of San Diego, State of California, on this July 2, 2001.

                             VOYAGER GROUP, INC.
                             Registrant

                             By:
                             /s/ Marvin Higbee
                             ---------------------------------------------------
                             Marvin Higbee
                             President - C.E.O.,
                             Director

                                       5
POWER OF ATTORNEY

     That the  undersigned  officers and  directors of Voyager  Group Inc., ., a
     Nevada corporation,  do hereby constitute and appoint Peter Powderham,  the
     lawful  attorney-in-fact and agent, with full power and authority to do any
     and all acts and things and to execute any and all  instruments  which said
     attorney and agent  determines  to be necessary or advisable or required to
     enable said  corporation  to comply  with the  Securities  Act of 1933,  as
     amended,  and any rules or regulation or  requirements of the Commission in
     connection  with  this   Registration   Statement.   Without  limiting  the
     generality of the foregoing power and authority, the powers granted include
     the power and  authority to sign the names of the  undersigned  officers In
     addition,  directors in the capacities indicated below to this Registration
     Statement,   to  any   and   all   amendments,   both   pre-effective   and
     post-effective,  and supplements to this Registration  Statement and to any
     and all  instruments  or documents  filed as part of or in connection  with
     this Registration  Statement or amendments or supplements thereof, and each
     of the undersigned  hereby ratifies and confirms all that said attorney and
     agent shall do or cause to be done by virtue hereof. This Power of Attorney
     may be signed in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
     Attorney as of May 2, 2001.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
     this registration statement has been signed by the following persons in the
     capacities indicated below.

Signature                                              Title
---------                                              -----

/s/                               Chairman, President, Secretary and
-----------------------------     Chief Executive Officer of Voyager Group, Inc.
  Marvin Higbee

/s/                               Director, Treasurer and Executive President
-----------------------------     of Marketing
  Richard Higbee

/s/                               Director and Executive President
-----------------------------     of Product Development
  Meitzu Chen