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

                                 FORM 10-QSB

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

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

             For the quarterly period ended:  September 30, 2002

                      Commission file number: 000-33151




                  VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
           (Exact name of registrant as specified in its charter)



North Dakota                                                      45-0420093
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

4483 West Reno Avenue
Las Vegas, Nevada                                                      89118
(Address of principal executive offices                           (zip code)



                               (702) 221-8070
            (Registrant's telephone number, including area code)

     Indicate  by  check  mark whether the registrant (1) filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  last  12  months (or for  such  shorter  period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.

                          Yes  X        No    ____

     As  of  November 13, 2002, there were 37,672,500 shares of common  stock
outstanding, which does not include 5,000 shares that have been paid for  but
not issued.



         VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES

                                  CONTENTS

                       PART I - FINANCIAL INFORMATION

                                                                    Page No.

     Item 1.   Consolidated Financial Statements (Unaudited):

               Consolidated Balance Sheets                                 1

               Consolidated Statements of Operations (Unaudited)           2

               Consolidated Statement of Stockholders' Deficit (Unaudited) 3-5

               Consolidated Statements of Cash Flows (Unaudited)           6

               Notes to Consolidated Financial Statements               7-14

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations           15-19

                         PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                          20

     Item 2.   Changes in Securities                                      20

     Item 3.   Defaults by the Company upon its
               Senior Securities                                          21

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                           21

     Item 5.   Other Information                                          21

     Item 6.   Exhibits and Reports on Form 8-K                           22

     SIGNATURES                                                           23

     CERTIFICATION OF PRESIDENT AND CHIEF FINANCIAL OFFICER               24




         VOYAGER ENTERTAINMENT INTERNATIONAL, INC.  AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

                         CONSOLIDATED BALANCE SHEETS




                                                     September     December
                                                        30,        31, 2001
                                                       2002
                                                    (Unaudited)
                     ASSETS
                                                           
Current assets:
  Cash and cash equivalents                          $     7,868  $       256
  Due from related party                                   4,162
  Prepaid expenses and other current assets                               267
                                                     -----------  -----------
          Total current assets                            12,030          523

Property and equipment, net of accumulated
  depreciation of $392                                     5,325

Deferred offering cost                                   100,000
                                                     -----------  -----------
                                                     $   117,355  $       523
                                                     ===========  ===========


      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                            
Current liabilities:
  Accounts payable and accrued expenses              $   404,690  $   110,000
  Due to related parties                                               44,148
                                                     -----------  -----------
          Total liabilities                              404,690      154,148
                                                     -----------  -----------
Stockholders' equity (deficit)
  Convertible preferred stock; $.001 par value;
    25,000,000 shares authorized; 1,500,000
shares of Series A
    Issued and outstanding                                 1,500
  Common stock; $.001 par value; 100,000,000
shares authorized; 37,077,500 and 15,000,000
shares issued and outstanding, respectively               37,077       15,000
  Additional paid-in-capital                          19,115,956       20,000
  Deferred construction costs                       (18,141,533)
  Deficit accumulated during development stage       (1,300,335)    (188,625)
                                                     -----------  -----------
          Total stockholders' deficit                  (287,335)    (153,625)
                                                     -----------  -----------
          Total liabilities and stockholders'
deficit                                              $   117,355  $       523
                                                     ===========  ===========


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


         VOYAGER ENTERTAINMENT INTERNATIONAL, INC.  AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

              CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                                  For the
                      For the                  For the          period from
                 Three Months Ended       Nine Months Ended      inception
                   September 30,            September 30,        (March 1,
                                                                  1997) to
                                                                 September
                                                                    30,
                  2002       2001         2002         2001         2002
                                                  
Net revenue       $     0    $         0  $       0     $      0  $        0

Operating
expenses:
  Project
costs              11,304                    35,871                   83,607

Professional
and
consulting
fees              269,752                   803,331                  927,720
  Other
operating
expenses           16,521         282        72,508         482       89,008
  Stock
discount
expense                                     200,000                  200,000
               ----------  ----------   -----------   ---------  -----------
  Total
operating
expenses          297,577         282     1,111,710         482    1,300,335
               ----------  ----------  ------------   ---------  -----------
Net loss       $(297,577)  $    (282)  $(1,111,710)   $   (482) $(1,300,335)
               ==========  ==========   ===========   ========= ============
Basic and
diluted loss
per common
share          $   (0.01)  $   (0.00)   $    (0.03)  $   (0.00)
               ==========  ==========   ===========   =========
Basic and
diluted
weighted
average
shares of
common stock   37,077,500  15,000,000    32,778,663  15,000,000
               ==========  ==========   ===========   =========

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



         VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)

     FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO SEPTEMBER 30, 2002





                                Preferred Stock           Common Stock
                              Shares      Amount       Shares      Amount
                                                     
Balance at inception -
March 1,
  1997
  (as restated for
reorganization)              1,500,000   $   1,500             -    $     -

Conversion of preferred
stock to common stock      (1,500,000)     (1,500)    15,000,000     15,000

Net loss for the year
ended
 December 31, 1997                   -           -             -          -
                           -----------  ----------    ----------  ---------
Balance at December 31,
1997                                 -           -    15,000,000     15,000

Net loss for the year
ended
 December 31, 1998                   -           -             -          -
                           -----------  ----------    ----------  ---------
Balance at December 31,
1998                                 -           -    15,000,000     15,000

Net loss for the year
ended
 December 31, 1999                   -           -             -          -
                           -----------  ----------    ----------  ---------
Balance at December 31,
1999                                 -           -    15,000,000     15,000

Net loss for the year
ended
  December 31, 2000                  -           -             -          -
                           -----------  ----------    ----------  ---------



         VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)

FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO SEPTEMBER 30, 2002
                                  CONTINUED

                                                     Deficit
                                                   Accumulated      Total
                          Additional   Deferred    During the   Stockholders'
                           Paid-in   construction  Development      Equity
                           Capital       costs        Stage      (Deficiency)
                                                   
Balance at inception -
March 1,
  1997
  (as restated for
reorganization)           $  35,000   $         -  $          -    $   36,500

Conversion of preferred
stock to common stock      (15,000)                                   (1,500)

Net loss for the year
ended
 December 31, 1997                -             -      (34,361)      (34,361)
                          ---------   ----------     ----------     ---------
Balance at December 31,
1997                         20,000             -      (34,361)           639

Net loss for the year
ended
 December 31, 1998                -             -      (11,121)      (11,121)
                          ---------   ----------     ----------     ---------
Balance at December 31,
1998                         20,000             -      (45,482)      (10,482)

Net loss for the year
ended
 December 31, 1999                -             -       (3,428)       (3,428)
                          ---------   ----------     ----------     ---------
Balance at December 31,
1999                         20,000             -      (48,910)      (13,910)

Net loss for the year
ended
  December 31, 2000               -             -      (38,283)      (38,283)
                          ---------   ----------     ----------     ---------

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


         VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) (CONTINUED)

     FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO SEPTEMBER 30, 2002


                                    Preferred Stock        Common Stock
                                   Shares    Amount      Shares      Amount
                                                        
Balance at December 31, 2000             -   $      -   15,000,000   $ 15,000

Net loss for the year ended
  December 31, 2001                      -          -            -          -
                                 ---------  --------    ----------  ---------
Balance at December 31, 2001             -          -   15,000,000     15,000

Issuance of stock for cash and
services (pre-merger)            2,160,000      2,160            -          -

Conversion of preferred stock to
common stock                     (660,000)      (660)    6,600,000      6,600

Acquisition of net assets of
Dakota                                   -          -   11,615,000     11,615

Issuance of common stock for
cash  - February 15, 2002                -          -      800,000        800

Issuance of common stock for
  services  - April 2002                 -          -      200,000        200





         VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) (CONTINUED)

     FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO SEPTEMBER 30, 2002
                                  CONTINUED


                                                     Deficit
                                                   Accumulated     Total
                           Additional    Deferred  During the  Stockholders'
                             Paid-in   constructionDevelopment     Equity
                             Capital      costs       Stage     (Deficiency)
                                                   
Balance at December 31,
2000                      $    20,000   $        -  $ (87,193)   $   (52,193)

Net loss for the year
ended
  December 31, 2001                 -            -   (101,432)      (101,432)
                            ---------  ----------   ----------      ---------
Balance at December 31,
2001                           20,000            -   (188,625)      (153,625)

Issuance of stock for
cash and
services (pre-merger)          25,840            -           -         28,000

Conversion of preferred
stock to common stock         (5,940)                                       -

Acquisition of net assets
of Dakota                    (11,615)            -           -              -

Issuance of common stock
for cash  - February 15,
2002                          399,200            -           -        400,000

Issuance of common stock
for services - April 2002     399,800            -           -        400,000


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


         VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) (CONTINUED)

     FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO SEPTEMBER 30, 2002

                                   Preferred Stock          Common Stock
                                   Shares     Amount     Shares      Amount
                                                         
 Issuance of common stock for
Architectural agreement  - May
2002                                     -   $      -    2,812,500   $  2,812

 Issuance of common stock for
cash  - June 2002                        -          -       50,000         50

Net loss for the nine months
ended
 September 30, 2002                      -          -            -          -
                                 ---------  --------    ----------  ---------
Balance at September 30, 2002    1,500,000     $1,500   37,077,500    $37,077
                                 =========   ========   ==========  =========



         VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) (CONTINUED)

FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO SEPTEMBER 30, 2002
                                  CONTINUED


                                                    Deficit
                                                  Accumulated       Total
                     Additional     Deferred       During the   Stockholders'
                      Paid-in     construction    Development       Equity
                      Capital         costs          Stage       (Deficiency)
                                                    
 Issuance of common
stock for
Architectural
agreement  - May
2002                $18,138,722    $(18,141,533)   $          -  $          -

 Issuance of common
stock for cash  -
June 2002               149,950                -              -       150,000

Net loss for the
nine months ended
 September 30, 2002           -                -    (1,111,710)   (1,111,710)
                    -----------   -------------    ------------   -----------
Balance at
September 30, 2002  $19,115,956    $(18,141,533)   $(1,300,335)    $(287,335)
                    ===========    =============   ============   ===========


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



         VOYAGER ENTERTAINMENT INTERNATIONAL, INC.  AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                             For the Period
                                                             From Inception
                                                                (March 1,
                                           Nine Months          1997) to
                                       Ended September 30,    September 30,
                                          2002        2001        2002
                                                    
Cash  flows  provided by (used  for)
operating activities:
 Net loss                             $ (1,111,710)  $ (482)   $ (1,300,335)

 Adjustments to reconcile net income
to net cash provided by operating
activities:
  Depreciation                                  392        -             392
  Issuance of common stock for
services                                    218,000        -         218,000
  Stock discount expense                    200,000        -         200,000

 Changes in assets and liabilities:
 (Increase) decrease in assets:
  Prepaid expenses                              267        -               -

  Increase (decrease) in liabilities
   Accounts payable and accrued
expenses                                    294,690        -         404,690
                                      -------------  -------  --------------
   Net cash used for operating
activities                                (398,361)    (482)       (477,253)
                                      -------------  -------  --------------
Cash   flows   used  for   investing
activities -
  payments to acquire property and
equipment                                   (5,717)                  (5,717)
                                      -------------  -------  --------------
Cash flows provided by (used for)
financing activities:
  Proceeds from sale of common stock
                                            560,000        -         595,000
  Deferred offering cost                  (100,000)        -       (100,000)
  Due to related party                     (44,148)        -               -
  Due from related party                    (4,162)      213         (4,162)
                                      -------------  -------  --------------
    Net cash provided by financing
activities                                  411,690      213         490,838
                                      -------------  -------  --------------
Net increase (decrease) in cash and
cash equivalents                              7,612    (269)           7,868
Cash and cash equivalents, beginning
of period                                       256      369               -
                                      -------------  -------  --------------
Cash and cash equivalents, end of
period                                $       7,868  $   100  $        7,868
                                      =============  =======  ==============
Cash paid during the period for:
     Interest expense                 $           -  $     -  $            -

     Income taxes                     $           -  $     -  $            -


Non-cash financing activity:
During the nine months ending September 30, 2002, the Company issued shares
of common and preferred stock for services, totaling $218,000 and recognized
a stock discount expense for $200,000 (see Note 4).

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


                  VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
                              AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

     FOR THE PERIOD FROM INCEPTION (MARCH 1, 1997) TO SEPTEMBER 30, 2002

(1)  Summary of Significant Accounting Policies:

     Basis of Presentation:

          The   accompanying  consolidated  financial  statements  have  been
          prepared   in  accordance  with  accounting  principles   generally
          accepted  in  the  United States of America for  interim  financial
          information and with the instructions to Form 10-QSB and Regulation
          S-B.  Accordingly, they do not include all of the  information  and
          footnotes  required by accounting principles generally accepted  in
          the United States of America for complete financial statements.  In
          the  opinion  of  management, all adjustments (consisting  only  of
          normal  recurring  adjustments) considered  necessary  for  a  fair
          presentation have been included.

          For  further  information,  refer to the financial  statements  and
          footnotes  included in Form 10-KSB for the year ended  October  31,
          2001 and form 8K/A filed on March 4, 2002.

          The  results of operations for the nine months ending September 30,
          2002  are  not necessarily indicative of the results to be expected
          for the year ending December 31, 2002.

          The  accompanying  consolidated financial  statements  include  the
          accounts   of  Voyager  Entertainment  International,   Inc.   (the
          "Company"),  formerly  known as Dakota Imaging,  Inc.,  ("Dakota"),
          incorporated under the laws of the state of North Dakota on January
          31, 1991 and its subsidiaries:

a)   Voyager Ventures, Inc. ("Ventures"), incorporated under the laws of the
State of Nevada on January 15, 2002 (owned 100% by the Company);
b)   Outland Development, LLC ("Outland"), a limited liability company formed
under the laws of the State of Nevada on March 1, 1997(owned 100% by
Ventures); and
c)   Voyager Entertainment Holdings, Inc. ("Holdings"), incorporated under
the laws of the State of Nevada on May 2, 2002 (owned 100% by the Company).

          The  Company is currently a development stage enterprise  reporting
          under the provisions of Statement of Financial Accounting Standards
          ("SFAS") No. 7.

          Dakota   entered  into  an  agreement  and  Plan  of  Merger   (the
          "Agreement"),  dated  as  of February 1, 2002,  with  Ventures  and
          Dakota  Subsidiary  Corp. ("DSC"), an inactive Nevada  corporation.
          The agreement became effective February 8, 2002, when Ventures (the
          accounting   acquirer)  completed  a  reverse   triangular   merger
          ("Merger")  between  DSC and Dakota (the legal  acquirer),  whereby
          Dakota   issued  3,660,000  shares  of  its  Series  A  convertible
          preferred  stock  in  exchange for 100%  of  Venture's  outstanding
          common  stock. Pursuant to the terms of the merger, Ventures merged
          with  DSC wherein DSC ceased to exist and Ventures became a  wholly
          owned subsidiary of Dakota.
          Concurrent with the closing of the Merger:



     a)   Dakota cancelled 47,000,000 shares (9,400,000 shares prior to 5 for 1
   forward split) held by certain shareholders of Dakota in exchange for certain
   assets and liabilities of Dakota; and
   b)   The Company issued 21,600,000 shares of its common stock for the
   conversion of 2,160,000 shares of the Series A convertible preferred stock
   issued.

          As  a  result of the Merger, Venture's former shareholders obtained
          control of Dakota through their ownership interest in the Series  A
          preferred  stock  held and converted.  Therefore, this  acquisition
          has  been  treated as a recapitalization of Ventures for accounting
          purposes  and, accordingly, its financial position and  results  of
          operations  have  been  presented for  the  periods  preceding  the
          Merger.

          During  April  2002,  the  Company changed  its  name  from  Dakota
          Imaging, Inc. to Voyager Entertainment International, Inc. and  its
          fiscal year-end from October 31 to December 31.

          The  Company has limited operations and is still in the development
          stage.   The  Company  will need to raise a substantial  amount  of
          capital  in  order to continue its business plan.   This  situation
          raises  substantial doubt about its ability to continue as a  going
          concern.  The accompanying consolidated financial statements do not
          include   any  adjustments  relative  to  the  recoverability   and
          classification  of  asset  carrying  amounts  or  the  amount   and
          classification of liabilities that might result from the outcome of
          this   uncertainty.   Management  is  currently  initiating   their
          business plan and in the process raising additional capital.

     Line of Business:

          The  Company  is in the entertainment development business  and  is
          planning  the  development  of two of the  world's  tallest  Ferris
          Wheels,  one  on  the  Las Vegas Strip and the other  in  Shanghai,
          China.

     Use of Estimates:

          The   preparation  of  financial  statements,  in  conformity  with
          accounting  principles generally accepted in the United  States  of
          America 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  revenue  and
          expenses during the reporting period.  Actual results could  differ
          from those estimates.

     Deferred Offering Costs

          Deferred  offering costs consist of costs incurred to raise  debt
          to  finance  its Voyager project.  These costs will be  amortized
          over  the weighted term of the debt securities using the interest
          method.

     Recent Accounting Pronouncements:

          On  June  29,  2001,  SFAS  No. 141, "Business  Combinations,"  was
          approved  by the FASB, which requires that the purchase  method  of



          accounting  be  used for all business combinations initiated  after
          June  30, 2001.  Goodwill and certain intangible assets will remain
          on the balance sheet and not be amortized.  On an annual basis, and
          when  there  is  reason  to suspect that  their  values  have  been
          diminished or impaired, these assets must be tested for impairment,
          and write-downs may be necessary.  The Company has implemented this
          pronouncement and has concluded that the adoption has  no  material
          impact to the financial statements.

          On  June  29,  2001, SFAS No. 142, "Goodwill and  Other  Intangible
          Assets", was approved by the FASB, which changes the accounting for
          goodwill   from   an  amortization  method  to  an  impairment-only
          approach.  Amortization of goodwill, including goodwill recorded in
          past  business  combinations,  will cease  upon  adoption  of  this
          statement.  The Company has implemented this pronouncement and  has
          concluded that the adoption has no material impact to the financial
          statements.

          During  August 2001, SFAS No. 143, "Accounting for Asset Retirement
          Obligation" was issued.  SFAS No. 143 is effective for fiscal years
          beginning after June 15, 2002, and will require companies to record
          a liability for asset retirement obligations in the period in which
          they  are  incurred,  which typically could be upon  completion  or
          shortly  thereafter.  The FASB decided to limit the scope to  legal
          obligation  and the liability will be recorded at fair value.   The
          effect  of  adoption  of  this standard  on  Company's  results  of
          operations and financial positions is being evaluated.

          During August 2001, SFAS No. 144, "Accounting for the Impairment or
          Disposal  of  Long-Lived  Assets." was issued.   SFAS  No.  144  is
          effective for fiscal years beginning after December 15,  2001.   It
          provides  a  single accounting model for long-lived  assets  to  be
          disposed  of  and  replaces  SFAS  No.  121  "Accounting  for   the
          Impairment  of  Long-Lived  Assets  and  Long-Lived  Assets  to  Be
          Disposed  Of."  The Company has implemented this pronouncement  and
          has  concluded  that  the adoption has no material  impact  to  the
          financial statements.

          In  April  2002, the FASB issued Statement No. 145, "Rescission  of
          FASB Statements No. 4, 44, and 64, Amendment of FASB Statement  No.
          13,  and  Technical  Corrections."  This  Statement  rescinds  FASB
          Statement No. 4, "Reporting Gains and Losses from Extinguishment of
          Debt",  and an amendment of that Statement, FASB Statement No.  64,
          "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements"
          and  FASB  Statement No. 44, "Accounting for Intangible  Assets  of
          Motor  Carriers".  This  Statement amends FASB  Statement  No.  13,
          "Accounting for Leases", to eliminate an inconsistency between  the
          required  accounting  for  sale-leaseback  transactions   and   the
          required  accounting  for  certain lease  modifications  that  have
          economic  effects that are similar to sale-leaseback  transactions.
          The  Company does not expect the adoption to have a material impact
          to the Company's financial position or results of operations.

          In  June  2002, the FASB issued Statement No. 146, "Accounting  for
          Costs  Associated with Exit or Disposal Activities." This Statement
          addresses  financial accounting and reporting for costs  associated
          with exit or disposal activities and nullifies Emerging Issues Task
          Force  ("EITF") Issue No. 94-3, "Liability Recognition for  Certain
          Employee  Termination Benefits and Other Costs to Exit an  Activity
          (including  Certain  Costs  Incurred  in  a  Restructuring)."   The
          provisions  of  this Statement are effective for exit  or  disposal
          activities  that are initiated after December 31, 2002, with  early
          application encouraged. The Company does not expect the adoption to
          have  a  material  impact to the Company's  financial  position  or
          results of operations.



(2)  Reorganization:

          Outland

          Ventures entered into an agreement and Plan of Reorganization  (the
          "Reorganization"),  dated  as of January  30,  2002  with  Outland,
          whereby  Ventures issued 15,000,000 shares of its common  stock  in
          exchange for 100% of Outland's membership interest.

          This  transaction  has  been  accounted  for  in  the  consolidated
          financial statements as a reverse acquisition. As a result of  this
          transaction,  the former members of Outland acquired  or  exercised
          control  over  a majority of the shares of the Company  before  and
          after  the  reorganization. Accordingly, the transaction  has  been
          treated  for accounting purposes as a recapitalization of  Outland.
          Therefore,  these  consolidated financial  statements  represent  a
          continuation of Outland, not Ventures.

          The   consolidated  financial  statements  presented  include   the
          accounts of Outland from its inception (March 1, 1997) through  the
          reorganization.

          Voyager Ventures

          The  Agreement and Merger, as discussed in Note 1, with Dakota, DSC
          and  Ventures has been accounted for in the consolidated  financial
          statements  as  a  public  shell  merger.  As  a  result  of   this
          transaction,  the  former  shareholders  of  Ventures  acquired  or
          exercised  control  over  a  majority  of  the  shares  of  Dakota.
          Accordingly,  the  transaction  has  been  treated  for  accounting
          purposes  as  a recapitalization of Ventures and, therefore,  these
          consolidated financial statements represent a continuation  of  the
          entity, Ventures, not Dakota.

          In accounting for this transaction:

               i)  Ventures  is  deemed  to be the  purchaser  and  surviving
               company  for accounting purposes. Accordingly, its net  assets
               are  included  in  the balance sheet at their historical  book
               values;

               ii)  Control  of  the net assets and business  of  Dakota  was
               acquired effective February 8, 2002, the effective date.  This
               transaction has been accounted for as a purchase of the assets
               and liabilities of Dakota by Ventures at its net book value of
               $0.

(3)  Income Taxes:

     Prior to December 31, 2001, the Company reported its income taxes  as  a
     limited  liability  company  and, as such,  reported  its  income  as  a
     partnership  whereby  liability or taxes  was  that  of  the  individual
     members  rather than that of the Company. As of September 30, 2002,  the
     Company  has  a  deferred tax asset consisting of net operating  losses,
     which are fully reserved for.



(4)  Commitments and Contingencies:

     On  November 11, 2001, the Company entered into a fee agreement  with  a
     Nevada  corporation for a purchase option to acquire  certain  property.
     The  agreement states that if certain property was acquired, a  $100,000
     cash  payment was due upon execution, as well as the issuance of a  note
     payable  totaling  $2,500,000.  On May 1,  2002,  Voyager  Entertainment
     Holdings,  Inc.  entered  into a Purchase and  Sale  Agreement  for  the
     purchase of plus or minus six (6) acres of real property located in  Las
     Vegas,  Nevada.  On  May 30, 2002 the purchase and  sale  Agreement  was
     cancelled and all payments due under the fee Agreement were cancelled.

    During  January  2002,  the Company entered into a month-to-month  office
     lease totaling approximately $2,500 per month.

     On  May  9, 2002, the Company entered into a Fee and Placement Agreement
     with Security Funding Corporation ("Security Funding"), whereby Security
     Funding  was  engaged to obtain financing in the amount of  $180,000,000
     for  the development and construction of the "Voyager" project. Security
     Funding was paid a $5,000 non-refundable processing fee and will be paid
     a  broker  fee  of 2% of any funds raised by them.  As of September  30,
     2002, no funding has been provided by Security Funding.

     On  May 20, 2002, the Company executed an agreement with NH Media,  Inc.
     ("NHM")  where  NHM  was to act as the exclusive  financial  advisor  in
     connection with obtaining financing for the "Star of Shanghai"  project.
     In addition to non-refundable monthly fees of $15,000, NHM, upon closing
     of  the financing, was to receive (i) a financial advisory fee of 2%  of
     the  financing, (ii) a success fee equal to 4% of the gross ticket sales
     relating  to  or arising from the Shanghai project, (iii) a success  fee
     equal  to  5%  of the outstanding shares of common stock of the  Company
     determined at closing of the financing, and (iv) the non-exclusive right
     to  sell  corporate  sponsorships for the  Shanghai  project,  with  NHM
     retaining 10% of all revenues received in connection with NHM's sale  of
     such  sponsorships.  As of September 30, 2002, this agreement  has  been
     cancelled without any further obligations.

     On  May  31, 2002, the Company entered into a binding Letter  of  Intent
     with  Sahara Las Vegas Corp. ("SLVC") setting forth the basic terms  and
     conditions for the negotiation of a long-term lease for the site located
     adjacent  to  the  Sahara  Hotel & Casino, whereby  both  companies  are
     planning to jointly design and develop an entire master plan resort  for
     the 26.87 acre parcel of land. Upon reaching a definitive agreement, the
     Company  will  become  obligated to pay SLVC the sum  of  $2,300,000  in
     consideration for the termination of the current lessee, Wet `N Wild  of
     Nevada, Inc.  As of September 30, 2002, no definitive agreement has been
     consummated.

     On July 9, 2002, the Company entered into an Agreement with Stone Harbor
     Financial Services LLC, whereby Stone Harbor is to provide financing  to
     the  company in an amount of up to $172,000,000. The Company  agreed  to
     issue  a  number  of shares of common stock equal to 25%  of  its  total
     authorized  shares (25,000,000 shares) on a non-dilutive  basis  to  the
     investor that funds the transaction. In addition, the investor  and  any
     other  participants  shall  receive  an  origination  fee  of  10%.    A
     substantial  condition of the funding is based on the Company's  ability
     to post title collateralized start-up costs of no less than $17,200,000.
     As  of  the  date of this filing the Company has not had the ability  to
     raise  such  costs  and no consideration is owed by the  Company  as  of
     September 30, 2002.



     On  July  9, 2002, the Company entered into an agreement with Technology
     Capital   &  Markets,  Inc.  ("TCM"),  whereby  TCM,  for  a  $5,000,000
     investment  will  buy  5%  ownership of Voyager Entertainment  Holdings,
     Inc.,   the   Company's  wholly  owned  operating  entity,  specifically
     established  to separate the Company's Las Vegas "Voyager" project  cash
     flows from other operations owned or to be developed, by the Company. In
     addition,  the Company granted TCM a first right of refusal to  purchase
     an  additional twenty-five percent (25%) of the common stock of  Voyager
     Entertainment Holdings, Inc. and issued TCM a 30-day Warrant to purchase
     one  million (1,000,000) shares of the Company's common stock  at  $2.50
     per  share, which was contingent upon the $5,000,000 investment  in  the
     Company.   As of September 30, 2002, the $5,000,000 investment  had  not
     been received by the Company.

     On August 15, 2002, the Company executed an agreement with MCI Financial
     Services Corporation ("MCI") whereby MCI will act as the exclusive agent
     for  the  Company  in  the structuring of financial  placement  for  the
     Construction/Permanent Loan in an amount not to exceed $100,000,000  for
     the  Company's "Voyager" project.  In addition to an application deposit
     of $100,000, MCI, upon closing of the financing, shall (i) be paid a fee
     of 2% of the financing, (ii) be issued 4,000,000 shares of the Company's
     common  stock, and (iii) be granted stock options to purchase  2,000,000
     shares  of the Company's common stock at $2.50 per share exercisable  on
     or before April 14, 2005.

     On  August  16,  2002,  the  Company  entered  into  an  agreement  with
     Residential Resources, Inc. ("RRI") via MCI acting as an agent,  whereby
     RRI will sell/hypothecate the assets of Voyager to act as collateral for
     a  bond issuance, which will raise up to $100 million.  Voyager paid  an
     initial  due diligence fee of $30,000 (paid to RRI) and upon  completion
     of  the  due  diligence,  RRI  issued  a  securitization  commitment  on
     September  10,  2002.   Pursuant  to  the  agreement,  Voyager  paid  an
     additional  fee  of  $70,000 (paid to RRI and part  of  the  application
     deposit  it  referenced in prior paragraph above) upon  receipt  of  the
     securitization commitment.  Since the amounts paid to RRI are  for  debt
     issue  costs related to the bond offering, the entire $100,000 has  been
     presented as a deferred offering cost on the accompanying balance  sheet
     and will be amortized over the lives of the various debt to be raised.

(5)  Stockholders' Deficit:

    Convertible Preferred Stock

    The  Series  A  convertible preferred stock carries the following  rights
     and preferences:

*    10 to 1 voting rights per share
*    Each share has 10 for 1 conversion rights to shares of common stock
*    No redemption rights
*    No face value

     Stock Issuances

     During  2002,  prior  to  the  date of the Merger,  the  Company  issued
     2,160,000  shares  of convertible preferred stock as  consideration  for
     cash and services, of which 660,000 shares were immediately converted to
     shares of common stock, resulting in the Company having 3,660,000 shares
     of common stock outstanding.

     Immediately  preceding  the  Merger, Dakota,  the  legal  acquirer,  had
     11,615,000 shares of common stock outstanding.



     Effective February 8, 2002 the Company, as consideration for the Merger,
     issued  3,660,000 shares of its Series A convertible preferred stock  in
     exchange  for  100% of Voyager's outstanding common stock. Additionally,
     simultaneously upon closing of the Merger 2,160,000 shares of the Series
     A  convertible  preferred  stock immediately converted  into  21,600,000
     shares  of  common stock, resulting in a balance of 1,500,000 shares  of
     convertible  preferred stock remaining outstanding.  These amounts  have
     been  adjusted pursuant to reverse merger accounting in the accompanying
     financial statements.

     On  February  15,  2002  the Company sold 800,000 restricted  shares  of
     common  stock  at  a  price  of  $0.50 per  share  for  $400,000,  which
     represented  the fair market value of the common stock on  the  date  of
     issuance.

     On April 5, 2002, the Company issued 200,000 restricted shares of common
     stock  in  exchange for services performed totaling $200,000.  The  fair
     market  value  of  the  common stock on the  date  of  issuance  totaled
     $400,000.  Therefore, the Company has recognized stock discount  expense
     of $200,000.

     On  April  5, 2002, the Company issued 125,000 restricted common  shares
     for  Investor  Relations Services. The shares were  being  held  by  the
     Company in anticipation of executing a formal definitive agreement  with
     the  service provider. On June 6, 2002 the Company cancelled the  shares
     due to an inability to reach an agreement with the service provider.

     On  May  30,  2002,  the  Company executed a Contractor  Agreement  with
     Western    Architectural   Services,   LLC   ("WAL")   whereby   Western
     Architectural  will provide to be determined architectural  services  to
     the  Company  for  its Voyager Project to be located on  the  Las  Vegas
     Strip. The Company issued 2,812,500 shares of restricted common stock to
     Western  Architectural  in  consideration  for  Western  Architectural's
     contract sum of $18,141,533, classified as deferred construction  costs,
     to  be  expensed as earned.  As of September 30, 2002, no  amounts  have
     been earned by WAL and accordingly, no amounts have been expensed.

     During  June 2002, the Company sold 50,000 restricted shares  of  common
     stock  at a price of $3.00 per share solely to accredited investors  for
     cash  consideration totaling $150,000, which represents the fair  market
     value of the common stock on date of issuance.

(6)  Stock Option Plan:

     The  Company's shareholders approved the 2002 Stock Option Plan on April
     2, 2002 at the Company's annual meeting. The plan authorizes the Company
     to  issue 5,000,000 shares of common stock for issuance upon exercise of
     options.

     The  plan  is  intended to encourage directors, officers, employees  and
     consultants  of  the  Company  to acquire ownership  of  Common   Stock.
     Officers (including officers who are members of the Board of Directors),
     directors  (other  than  members  of the  Stock  Option  Committee  (the
     "Committee") to be established to administer the Stock Option Plan)  and
     other employees and consultants of the Company and its subsidiaries  (if
     established) will be eligible to receive options under the planned Stock
     Option  Plan.  The Committee will administer the Stock Option  Plan  and
     will determine those persons to whom options will be granted, the number
     of  options to be granted, the provisions applicable to each  grant  and
     the  time periods during which the options may be exercised. No  options
     may be granted more than ten years after the date of the adoption of the
     Stock Option Plan.



     Unless  the  Committee,  in its discretion, determines  otherwise,  non-
     qualified  stock options will be granted with an option price  equal  to
     the  fair  market value of the shares of Common Stock to which the  non-
     qualified stock option relates on the date of grant. In no event may the
     option price with respect to an incentive stock option granted under the
     Stock  Option  Plan be less than the fair market value  of  such  Common
     Stock  to  which  the incentive stock option relates  on  the  date  the
     incentive  stock option is granted. Each option granted under the  Stock
     Option  Plan will be exercisable for a term of not more than  ten  years
     after  the  date  of  grant. Certain other restrictions  will  apply  in
     connection with this Plan when some awards may be exercised.

     In  the  event  of a change of control (as defined in the  Stock  Option
     Plan),  the date on which all options outstanding under the Stock Option
     Plan  may first be exercised will be accelerated. Generally, all options
     terminate   90   days  after a change of control. As  of  September  30,
     2002,  no options have been issued under this plan.

(7)  Subsequent Events:

     On   October   28,  2002,  the  Company  entered  into  a   professional
     architectural services agreement with A.C.E Architect, Inc. in  exchange
     for  600,000  shares  of  common stock.  In  addition,  the  Company  is
     responsible for reimbursement of expenses.



Item 2.    Plan of Operations.

     The following discussion and analysis should be read in conjunction with
     the  Company's  financial  statements and the  notes  thereto  contained
     elsewhere in this filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     With  the exception of historical matters, the matters discussed  herein
     are  forward-looking  statements that involve risks  and  uncertainties.
     Forward-looking statements include, but are not limited  to,  statements
     concerning  anticipated trends in revenues and net  income,  projections
     concerning  operations  and available cash flow.  The  Company's  actual
     results  could  differ  materially from the results  discussed  in  such
     forward-looking  statements. The following discussion of  the  Company's
     financial  condition  and  results  of  operations  should  be  read  in
     conjunction  with  the Company's financial statements  and  the  related
     notes thereto appearing elsewhere herein.

     The  Company  wishes  to  caution  investors  that  any  forward-looking
     statements  made  by  or  on  behalf  of  the  Company  are  subject  to
     uncertainties  and  other  factors that could cause  actual  results  to
     differ  materially from such statements. These uncertainties  and  other
     factors  include, but are not limited to the Risk Factors  listed  below
     (many of which have been discussed in prior SEC filings by the Company).
     Though the Company has attempted to list comprehensively these important
     factors,  the  Company wishes to caution investors  that  other  factors
     could  in  the  future prove to be important in affecting the  Company's
     results  of operations. New factors emerge from time to time and  it  is
     not  possible for management to predict all of such factors, nor can  it
     assess  the impact of each such factor on the business or the extent  to
     which any factor, or combination of factors, may cause actual results to
     differ   materially   from  those  contained  in   any   forward-looking
     statements.

     Readers  are  further  cautioned not to place  undue  reliance  on  such
     forward-looking statements as they speak only of the Company's views  as
     of the date the statement was made. The Company undertakes no obligation
     to  publicly update or revise any forward-looking statements, whether as
     a result of new information, future events or otherwise.

     Overview

     Voyager   Entertainment  International,  Inc.,  formerly  named   Dakota
     Imaging,  Inc.,  was incorporated in North Dakota on January  31,  1991.
     Effective  February  8, 2002 the Company completed a reverse  triangular
     merger   between  Dakota  Subsidiary  Corp.  ("DSC"),  a  wholly   owned
     subsidiary  of  the  Company,  and  Voyager  Ventures,  Inc.,  a  Nevada
     corporation ("Ventures"), whereby the Company issued 3,660,000 shares of
     its   Series  A  preferred  stock  in  exchange  for  100%  of  Ventures
     outstanding common stock.  Pursuant to the terms of the merger, Ventures
     merged with DSC wherein DSC ceased to exist and Ventures became a wholly
     owned subsidiary of the Company.

     On  April 2, 2002, the Company held its annual stockholders meeting  and
     the  stockholders voted on and approved changing the Company's name from
     Dakota Imaging, Inc. to Voyager Entertainment International, Inc.

     Voyager  has  yet to generate revenues from any source and  there  is  a
     substantial going concern issue as to whether Voyager will ever be  able
     to  commercialize  its  technology  and  generate  sufficient,  if  any,
     revenues  to satisfy its working capital requirements.  Since inception,
     Voyager  has  been  dependent on the sale of its equity  securities  and
     loans  from  affiliates  to  satisfy its working  capital  requirements.
     Voyager  continues  to  have a working capital  deficiency  that  raises
     substantial  concern  regarding  its ability  to  continue  as  a  going
     concern.



     Business of the Company

     The  Company's  current business plan is to build  two  of  the  world's
     largest  Ferris  wheels, one on the Las Vegas Strip  and  the  other  in
     Shanghai, China.

     Las Vegas "Voyager" Wheel

     Outland  Development, a wholly-owned subsidiary of the Company, for  the
     past  5  years  has extensively planned and/or evaluated  the  available
     locations  at both the North and South ends of the Las Vegas Strip.  The
     location  selected for VOYAGER is the 26.87 acres owned by SLVC adjacent
     to  the  Sahara Hotel & Casino. It is anticipated that the project  will
     benefit  from  the location on Las Vegas Blvd., both from  the  physical
     connection  to  be  developed and future development properties  on  the
     north end of the strip.

     "VOYAGER"  is  intended to be designed as a visual ICON  and  experience
     overlooking  the  "Las  Vegas  Strip".  With  33  vehicles  called   Sky
     Cruiser's,  the vertical revolving vehicle will overlook the  Las  Vegas
     Strip  as it revolves higher than a 50-story building at 560 (+/-) feet.
     One  slow  rotation in a vehicle will last 27 minutes and  each  vehicle
     will travel at 0.652 MPH or .9567 feet per second.  The vehicle will  be
     controlled  and enhanced by the on-board SS Navigator.part  entertainer,
     and  part  steward,  an  individual  also  skilled  in  life-safety  and
     security.

     Land Acquisition

     The Company is currently in the process of negotiating a long-term lease
     for a site located adjacent to the Sahara Hotel & Casino, owned by SLVC,
     whereby  both  companies are planning to jointly design and  develop  an
     entire  master plan resort for the 26.87 acre parcel. The front  portion
     of  the site will be occupied by Voyager and will become the engine  for
     the  mixed-use  complex.  A hotel and casino are  planned,  as  well  as
     timeshare  or other residential modules. The design of Voyager  will  be
     integrated  throughout  the entire resort. The  site  plan  will  detail
     Voyager's plans for the wheel, including a large lake with custom  boats
     utilized for hotel rooms, a new hotel tower and a time share tower.   As
     of September 30, 2002, no definitive agreement has been consummated.

     On  August  16,  2002,  the  Company  entered  into  an  agreement  with
     Residential  Resources, Inc. ("RRI"), whereby RRI will  sell/hypothecate
     the  assets  of Voyager to act as collateral for a bond issuance,  which
     will  raise  up to $100 million.  Voyager paid an initial due  diligence
     fee  of  $30,000 and upon completion of the due diligence, RRI issued  a
     securitization  commitment  on September  10,  2002.   Pursuant  to  the
     agreement, Voyager paid an additional fee of $70,000 upon receipt of the
     securitization commitment.

     Organization

     The  project  will  be  owned by the parent company,  however,  will  be
     designed,  developed, built and operated by Outland Management,  LLC,  a
     wholly  owned subsidiary of the Company. Outland will manage the project
     via   a   ten-year  contract  with  performance-based  extensions.   All
     covenants,  restrictions and protocol will be detailed in its  operating
     agreement.



     As  the  management company Outland will be responsible for the  design,
     development,  construction, and operation of VOYAGER,  and  provide  the
     following: concept development, project design, location assessment  and
     acquisition,  strategic  alliances in  both  entertainment  and  gaming,
     business  plans  and budgets, financial oversight and management  during
     both  construction and operation, marketing plans, insurance procurement
     and risk management, senior operational management including development
     of policies and procedures, and overall strategic focus for VOYAGER.

     VOYAGER   is  fundamentally  an  amusement  ride  attraction,  and   its
     operational and maintenance requirements are very similar to those found
     in  the  theme  park  industry.  In addition,  Las  Vegas  is  a  unique
     marketplace,  and  the visitor when placed in the  environment  is  also
     unique.  The ability to understand the visitor, and successfully attract
     customers to VOYAGER will come as a result of clearly understanding  the
     marketing strategies of the gaming industry. Outland Management  intends
     to  employ  highly skilled individuals from the theme park industry  and
     combine their specialized skills with those from the gaming industry.

     The  initial  management team at Outland is anticipated to  consist  of:
     Veldon  Simpson, as CEO and a Director; Richard Hannigan,  as  President
     and  a Director; Michael Schaunessy, as CFO; and Sig Rogich, as Director
     of Public Relations & Communications.

     Shanghai, China "Star of Shanghai"

     Anticipated  to  be located on the western bank (Puxi)  of  the  Huangpu
     River, the Bund ("muddy embankment") is the chosen location for a master
     planned  development with the Star of Shanghai as the dominant  feature.
     Star of Shanghai is to be designed as a special tribute to the legendary
     figure  Huang Daopo who invented the "spinning wheel" that reformed  the
     technique  of  cotton  weaving, and gained fame for  its  production  of
     clothing.

     China's  bright  future and growth in all dimensions is  anticipated  to
     impact and attract international attention.

     Voyager  will  require  substantial  additional  funds  to  fulfill  its
     business  plan  and  successfully develop  its  two  projects.   Voyager
     intends  to  raise  these needed funds from private  placements  of  its
     securities,  debt  financing  or internally  generated  funds  from  the
     licensing of its intellectual property or service fees. As of  the  date
     of  this  filing  the  Company has not received a  firm  commitment  for
     financing of any of the projects.

     Plan of Operation

     During the next 12 months, the Company plans to focus its efforts on its
     development  of  the Ferris Wheels; however actual production  will  not
     commence  until  the Company has sufficient capital for  production  and
     marketing.

     As  of  September  30,  2002, the Company had only unpaid  Officers  and
     Directors. The Company is dependent upon Richard Hannigan, President and
     Director  and  Veldon Simpson, CEO and Director.  The Company  does  not
     have any employees at this time and does not anticipate the need to hire
     any  employees  until  such time as the Company  has  been  sufficiently
     capitalized.

     Risks  that  could  cause  actual performance to  differ  from  expected
     performance are detailed in the remainder of this section, and under the
     section  titled "Factors That May Affect the Company's Future  Operating
     Results."



     Liquidity and Capital Resources

     A  critical  component  of  our operating plan impacting  our  continued
     existence is the ability to obtain additional capital through additional
     equity  and/or  debt  financing.  We do not anticipate  enough  positive
     internal  operating  cash  flow  until such  time  as  we  can  generate
     substantial  revenues,  which  may take the  next  few  years  to  fully
     realize.  In the event we cannot obtain the necessary capital to  pursue
     our  strategic plan, we may have to cease or significantly  curtail  our
     operations.   This  would  materially impact  our  ability  to  continue
     operations.

     Our near term cash requirements are anticipated to be offset through the
     receipt  of  funds from private placement offerings and  loans  obtained
     through  private sources.  Since inception, we have financed  cash  flow
     requirements  through debt financing and issuance of  common  stock  for
     cash  and  services.   As  we initiate operational  activities,  we  may
     continue to experience net negative cash flows from operations,  pending
     receipt  of servicing or licensing fees, and will be required to  obtain
     additional financing to fund operations through stock offerings and bank
     borrowings to the extent necessary to provide working capital.

     Over  the  next  twelve  months, we believe that  existing  capital  and
     anticipated  funds  from operations will not be  sufficient  to  sustain
     operations  and planned development.  Consequently, we will be  required
     to  seek  additional capital in the future to fund growth and  expansion
     through  additional equity or debt financing or credit  facilities.   No
     assurance  can  be made that such financing would be available,  and  if
     available  it  may  take either the form of debt or equity.   In  either
     case,  the  financing  could have a negative  impact  on  our  financial
     condition and our stockholders.

     We  anticipate  incurring operating losses over the next twelve  months.
     Our  lack  of  operating history makes predictions of  future  operating
     results  difficult to ascertain.  Our prospects must  be  considered  in
     light of the risks, expenses and difficulties frequently encountered  by
     companies in their early stage of development, particularly companies in
     new  and rapidly evolving markets such as development related companies.
     Such   risks   include,  but  are  not  limited  to,  an  evolving   and
     unpredictable business model and the management of growth.   To  address
     these  risks  we  must, among other things, implement  and  successfully
     execute  our  business and marketing strategy, continue to  develop  and
     upgrade  technology  and products, respond to competitive  developments,
     and  attract, retain and motivate qualified personnel.  There can be  no
     assurance that we will be successful in addressing such risks,  and  the
     failure  to  do  so can have a material adverse effect on  our  business
     prospects, financial condition and results of operations.

     As of September 30, 2002, the Company had current assets of $12,030, and
     current liabilities of $404,690, resulting in working capital deficit of
     $392,660.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Management's Discussion and Analysis of Financial Condition and  Results
     of Operations discusses the Company's consolidated financial statements,
     which  have  been  prepared  in accordance  with  accounting  principles
     generally accepted in the United States of America.  The preparation  of
     these  financial  statements requires management to make  estimates  and
     assumptions  that affect the reported amounts of assets and  liabilities
     at  the  date  of the financial statements and the reported  amounts  of



     revenues  and  expenses  during the reporting period.   On  an  on-going
     basis, management evaluates its estimates and judgments, including those
     related  to  financing  operations, and  contingencies  and  litigation.
     Management  bases  its estimates and judgments on historical  experience
     and  on  various other factors that are believed to be reasonable  under
     the  circumstances,  the  results of which form  the  basis  for  making
     judgments  about the carrying value of assets and liabilities  that  are
     not readily apparent from other sources.  Actual results may differ from
     these  estimates  under different assumptions or conditions.   The  most
     significant  accounting  estimates inherent in the  preparation  of  the
     Company's  financial statements include estimates as to the  appropriate
     carrying  value of certain assets and liabilities which are not  readily
     apparent from other sources, primarily accruals for operating costs, and
     the  classification of net operating loss and tax credit  carryforwards.
     These  accounting  policies are described at relevant sections  in  this
     discussion  and analysis and in the notes to the consolidated  financial
     statements included in our Form 8-K report filed on March 4, 2002.


Attestation of Chief Executive Officer and Chief Financial Officer as to
our internal controls

Our  Chief Executive Officer and Chief Accounting Officer have evaluated  the
effectiveness  of our internal controls and have found that  based  on  these
evaluations  and  the  current status of the Company's  operations  that  our
internal  controls  are adequate at this time. Further, there  have  been  no
significant changes in our internal controls or in other factors  that  could
significantly  affect  internal controls subsequent  to  the  date  of  their
evaluations.



FACTORS THAT MAY AFFECT THE COMPANY'S FUTURE OPERATING RESULTS

     We  are  a  development  stage company, recently  reorganized  and  have
     minimal  operating history, which makes an evaluation  of  us  extremely
     difficult. At this stage of our business operations, even with our  good
     faith  efforts,  potential investors have a high probability  of  losing
     their investment.

     As  a  result  of  our  recent reorganization we have  yet  to  generate
     revenues from operations and have been focused on organizational, start-
     up,  market  analysis and fund raising activities. Although  we  have  a
     project  to  market, there is nothing at this time on which to  base  an
     assumption  that our business operations will prove to be successful  or
     that  we  will ever be able to operate profitably. Our future  operating
     results  will  depend on many factors, including our  ability  to  raise
     adequate  working  capital, demand and acceptance of  our  project,  the
     level  of  our  competition and our ability to attract and maintain  key
     management and employees.

     While  Management  believes its estimates of projected  occurrences  and
     events  are within the timetable of its business plan, there can  be  no
     guarantees or assurances that the results anticipated will occur.

     Our  auditor's  report  reflects the fact that  without  realization  of
     additional capital, it would be unlikely for us to continue as  a  going
     concern. If we are unable to continue as a going concern, it is unlikely
     that we will continue in business.

     As  a result of our deficiency in working capital and other factors, our
     auditors have included a paragraph in their report regarding substantial
     doubt  about  our ability to continue as a going concern. Our  plans  in
     this regard are to seek additional funding through future equity private
     placements or debt facilities.

     There is a limited current public market for our common stock.

     Although  our  common  stock is listed on the Over-the-Counter  Bulletin
     Board,  there  is  a limited volume of sales, thus providing  a  limited
     liquidity  into the market for our shares. As a result of the foregoing,
     stockholders may be unable to liquidate their shares for any reason.

PART II--OTHER INFORMATION

     Item 1.       Legal Proceedings.

     None

     Item 2.       Changes in Securities.

     During  June 2002, the Company sold 50,000 restricted shares  of  common
     stock  at  a  price  of $3.00 per share for cash consideration  totaling
     $150,000, which represents the fair market value of the common stock  on
     the  date of issuance. As of June 30, 2002, 5,000 of the shares had  not
     been  issued.  The  Shares were sold directly by the company  solely  to
     Accredited Investors without registration based upon the exemption  from
     registration  afforded  by Regulation D Rule 506 promulgated  under  the
     Securities Act. No commissions were paid on any funds raised.




     On  July  9,  2002,  the Company issued a Warrant to purchase  1,000,000
     shares  of common stock to Technology Capital & Markets, Inc. for  their
     assistance with certain fundraising assistance. The term of the  Warrant
     was  for  30  days  and was terminated. The warrant was  issued  without
     registration  based upon the relationship between Technology  Capital  &
     Markets,  Inc.  and  the Company, in reliance upon  the  exemption  from
     registration afforded by Section 4(2) of the Securities Act.

     On   October   28,  2002,  the  Company  entered  into  a   professional
     architectural services agreement with A.C.E Architect, Inc. in  exchange
     for  600,000  shares  of  common stock.  In  addition,  the  Company  is
     responsible  for  reimbursement  of expenses.   The  shares  was  issued
     without  registration  based  upon the relationship  between  Technology
     Capital  & Markets, Inc. and the Company, in reliance upon the exemption
     from registration afforded by Section 4(2) of the Securities Act.

     Item 3.       Defaults by the Company upon its Senior Securities.

     None.

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

     None

     Item 5.       Other Information.

     Third-Party Agreements Executed or Terminated During the Quarter

     On  May  20, 2002 the Company executed an agreement with NH Media,  Inc.
     ("NHM")  where  NHM  was to act as the exclusive  financial  advisor  in
     connection with obtaining financing of up to USD$90,000,000 for the land
     acquisition  or to obtain a leasehold interest in the land, engineering,
     architectural  design,  construction  and  operation  of  the  "Star  of
     Shanghai"  project.   In  addition  to non-refundable  monthly  fees  of
     $15,000,  NHM,  upon  closing of the financing, was  to  receive  (i)  a
     financial advisory fee of 2% of the financing, (ii) a success fee  equal
     to 4% of the gross ticket sales relating to or arising from the Shanghai
     project,  (iii) a success fee equal to 5% of the outstanding  shares  of
     common stock of the Company determined at closing of the financing,  and
     (iv)  the  non-exclusive right to sell corporate  sponsorships  for  the
     Shanghai  project,  with NHM retaining 10% of all revenues  received  in
     connection  with NHM's sale of such sponsorships.  As of  September  30,
     2002, this agreement has been cancelled without any further obligations.

     On July 9, 2002, the Company entered into an Agreement with Stone Harbor
     Financial Services LLC, whereby Stone Harbor was to provide financing to
     the  company in an amount of up to $172,000,000. The Company  agreed  to
     issue  a  number  of shares of common stock equal to 25%  of  its  total
     authorized  shares (25,000,000 shares) on a non-dilutive  basis  to  the



     investor that funds the transaction.  In addition, the investor and  any
     other  participants  shall  receive  an  origination  fee  of  10%.    A
     substantial  condition of the funding is based on the Company's  ability
     to post title collateralized start-up costs of no less than $17,200,000.
     As  of  the  date of this filing the Company has not had the ability  to
     raise such costs.

     On  July  9, 2002, the Company entered into an agreement with Technology
     Capital & Markets, Inc. ("TCM"), whereby TCM for a $5,000,000 investment
     will  buy  5%  ownership of Voyager Entertainment  Holdings,  Inc.,  the
     Company's  wholly owned operations company specifically  established  to
     separate the Company's Las Vegas "Voyager" project cash flows from other
     operations  owned  or to be developed by the Company. In  addition,  the
     Company  granted TCM a first right of refusal to purchase an  additional
     twenty-five  percent (25%) of the common stock of Voyager  Entertainment
     Holdings,  Inc. and issued TCM a 30-day Warrant to purchase one  million
     (1,000,000)  shares of the Company's common stock at  $2.50  per  share,
     which was contingent upon the $5,000,000 investment in the Company.   As
     of  September 30, 2002, the $5,000,000 investment had not been  received
     by the Company.

     On August 15, 2002, the Company executed an agreement with MCI Financial
     Services Corporation ("MCI") whereby MCI will act as the exclusive agent
     for  the  Company  in  the structuring of financial  placement  for  the
     Construction/Permanent  Loan in an amount not to exceed  USD$100,000,000
     for  the  Company's  "Voyager" project.  In addition to  an  application
     deposit of $100,000,  MCI, upon closing of the financing, shall  (i)  be
     paid  a  fee of 2% of the financing, (ii) be issued 4,000,000 shares  of
     the  Company's  common  stock, and (iii) be  granted  stock  options  to
     purchase  2,000,000 shares of the Company's common stock  at  $2.50  per
     share exercisable on or before April 14, 2005.

     On  August  16,  2002,  the  Company  entered  into  an  agreement  with
     Residential Resources, Inc. ("RRI") via MCI acting as an agent,  whereby
     RRI will sell/hypothecate the assets of Voyager to act as collateral for
     a  bond issuance, which will raise up to $100 million.  Voyager paid  an
     initial  due diligence fee of $30,000 (paid to RRI) and upon  completion
     of  the  due  diligence,  RRI  issued  a  securitization  commitment  on
     September  10,  2002.   Pursuant  to  the  agreement,  Voyager  paid  an
     additional  fee  of  $70,000 (paid to RRI and part  of  the  application
     deposit  referenced  in  prior paragraph  above)  upon  receipt  of  the
     securitization commitment.  Since the amounts paid to RRI are  for  debt
     issue  costs related to the bond offering, the entire $100,000 has  been
     presented as a deferred offering cost on the accompanying balance  sheet
     and will be amortized over the life of the various debt to be raised.

Subsequent Event
     On   October   28,  2002,  the  Company  entered  into  a   professional
     architectural services agreement with A.C.E Architect, Inc. in  exchange
     for  600,000  shares  of  common stock.  In  addition,  the  Company  is
     responsible for reimbursement of expenses.

     Item 6.       Exhibits and Reports on Form 8-K.

(a)  Exhibits
     99   Press Release Dated July 11, 2002
     99.1 Press Release Dated July 26, 2002
99.2 Press Release Dated October 8, 2002

(b)  Form 8-K
8-K filed on July 3, 2002-        F.G. 7-11 Agreement and Termination; SLVC
                                  Letter of Intent
8-K filed on August 23, 2002-     Change of Auditor - Dismissal of
                                  Merdinger, Fruchter, Rosen & Corso and
                                  appointment of Stonefield Josephson, Inc.
8-K/A filed on September 6, 2002- Amendment to Change of Auditor - Dismissal
                                  of Merdinger, Fruchter, Rosen & Corso and
                                  appointment of Stonefield Josephson, Inc.
8-K filed on October 8, 2002 -    Agreement with Residential Resources, Inc

8-K filed on October 11, 2002 -   Securitization Commitment from Residential
                                  Resources, Inc



                                 SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly caused this report to be signed on its  behalf  by  the
undersigned, thereunto duly authorized.


VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
(Registrant)



By:/s/ Richard Hannigan                 By:/s/ Veldon Simpson
  Richard Hannigan                         Veldon Simpson
  President/Treasurer/Director             CEO/Director
  Chief Accounting Officer

Date: November 14, 2002                 Date: November 14, 2002



                          CERTIFICATION PURSUANT TO
                18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
           SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002

In   connection   with   the  Quarterly  Report  of   Voyager   Entertainment
International  Inc.  (the "Company") on Form 10-QSB  for  the  period  ending
September  30, 2002, as filed with the Securities and Exchange Commission  on
the  date hereof (the "Report"), We, Veldon Simpson, Chief Executive  Officer
and  Richard  Hannigan,  Chief Accounting Officer of  the  Company,  certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Sections  302  and
906 of the Sarbanes-Oxley Act of 2002, that:

(1)  We have reviewed the report;

(2)   To  the  best of our knowledge, the Report does not contain any  untrue
statement  of  a material fact or omit to state a material fact necessary  in
order  to make the statements made, in light of the circumstances under which
such statements were made, not misleading:

(3)   To  the  best  of  our knowledge, the financial statements,  and  other
financial information included in the Report, fairly present in all  material
respects the financial condition and results of operations of the Company  as
of, and for, the periods presented in the Report;

(4)  We:
(a)  are responsible for establishing internal controls;
(b)  have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to us
by  others within the Company, particularly during the period ended September
30, 2002;
(c)   have evaluated the effectiveness of the Company's internal controls  as
of a date within 90 days prior to the Report; and
(d)  have presented in the Report our conclusions about the effectiveness  of
our internal controls based on our evaluation of that date;

(5)  We have disclosed to the Company's auditors and the board of directors:
(a)   all  significant  deficiencies in the design or operation  of  internal
controls  which  could  adversely affect the  Company's  ability  to  record,
process,  summarize, and report financial data and have  identified  for  the
Company's auditors any material weaknesses in internal controls; and
(b)   any  fraud, whether or not material, that involves management or  other
employees who have a significant role in the Company's internal controls;

(6)   We  have  indicated in the Report whether or not there were significant
changes  in  internal  controls or in other factors that could  significantly
affect  internal controls subsequent to the date of our evaluation, including
any  corrective actions with regard to significant deficiencies and  material
weaknesses; and

(7)   The  Report  fully complies with the requirements of section  13(a)  or
15(d) of the Securities Exchange Act of 1934.

Date:  November 14, 2002


/s/ Veldon Simpson                        /s/ Richard Hannigan
Veldon Simpson                            Richard Hannigan
Chief Executive Officer                   Chief Accounting Officer