UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2009


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

For the transition period from to .

Commission file number 001-07680

Voyager Learning Company

(Exact name of registrant as specified in its charter)

Delaware		36-3580106
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S.Employer Identification No.)
1800 Valley View Lane, Suite 400, Dallas, Texas (Address of Principal Executive Offices)		75234-8923 (Zip Code)
1800 Valley View Lane, Suite 400, Dallas, Texas		75234-8923
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (214) 932-9500

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~web~~Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the ~~definition~~definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares of the registrant’s common stock, $.001 par value, outstanding as of ~~July 31,~~October 30, 2009 was 29,874,145.

TABLE OF CONTENTS

	Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months and Six Months Ended June 30, 2009 and June 30, 2008		1
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months and Nine Months Ended September 30, 2009 and September 30, 2008		1
Condensed Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008		2
Condensed Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008		2
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2009 and June 30, 2008		3
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2009 and September 30, 2008		3
Notes to the Condensed Consolidated Financial Statements (Unaudited)		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1516
Item 3. Quantitative and Qualitative Disclosures about Market Risk		2932
Item 4. Controls and Procedures		2932
PART II OTHER INFORMATION
Item 1. Legal Proceedings		3033
Item 1A. Risk Factors		3133
Item 6. Exhibits		4445
SIGNATURE PAGE		4847
EXHIBITS		49
Exhibit 10.16
Exhibit 10.17
Exhibit 10.31
Exhibit 10.32
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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