<PAGE>

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

                                   FORM 10-QSB

(X)      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 2005

( )      Transition report pursuant of Section 13 or 15(d) of the Securities
         Exchange Act of 1939 for the transition period ____ to______

                        COMMISSION FILE NUMBER 0-32737

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

         Nevada                                       88-049002272
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

       859 West End Court, Suite I, Vernon Hills, IL 60061 (847) 984-6200
-------------------------------------------------------------------------------
    (Address of Principal Executive Offices, including Registrant's zip code
                              and telephone number)

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 [X]   No [ ]

The number of shares of the registrant's common stock as of March 31, 2005:
14,600,000 shares.

Transitional Small Business Disclosure Format (check one):   Yes [ ]   No [X]



<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements                                                F-2

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations                     1

Item 3.  Controls and Procedures                                              14

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    15

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          15

Item 3.  Defaults On Senior Securities                                        18

Item 4.  Submission of Items to a Vote                                        18

Item 5.  Other Information                                                    18

Item 6.

(a) Exhibits                                                                  19
(b) Reports on Form 8K                                                        19

SIGNATURES AND CERTIFICATES                                                   19




<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

                        VOYAGER ONE, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                               TABLE OF CONTENTS

                                                                           PAGE

Consolidated Balance Sheets.................................................F-2

Consolidated Statements of Operations.......................................F-3

Consolidated Statement of Changes in Shareholders' Equity (Deficit).........F-4

Consolidated Statements of Cash Flows.......................................F-5

Notes to Consolidated Financial Statements..................................F-6


                                      F-1
<PAGE>
<TABLE>

                                VOYAGER ONE, INC. AND SUBSIDIARY
                                 (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED BALANCE SHEETS
                                          (UNAUDITED)
-----------------------------------------------------------------------------------------------

                                                                     March 31,     December 31,
                                                                       2005           2004
                                                                   -------------   ------------
<S>                                                                <C>             <C>
                                             ASSETS
Current assets:
    Cash                                                           $     1,000     $     1,012
                                                                   ------------    ------------

    Total current assets                                                 1,000           1,012
                                                                   ------------    ------------
Property and equipment, net                                             39,540          42,180
                                                                   ------------    ------------
Other assets:
    Deposits                                                            15,097           8,400
    Domain name                                                         10,000          10,000
    Deferred financing costs and imputed interest, net                  55,625         690,208
    Patents, net                                                       945,082         978,439
                                                                   ------------    ------------

     Total other assets                                              1,025,804       1,687,047
                                                                   ------------    ------------
     Total assets                                                  $ 1,066,344     $ 1,730,239
                                                                   ============    ============

                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                               $   485,026     $   371,379
    Bank overdraft                                                      53,959               0
    Accrued expenses                                                   677,714         440,715
    Accrued interest                                                    94,272          90,942
    Note payable - related party                                       617,628         592,628
    Notes payable                                                      975,780         905,596
                                                                   ------------    ------------
     Total current liabilities                                       2,904,379       2,401,260
                                                                   ------------    ------------

Long term note payable                                                 696,082       1,425,000

Commitments                                                                 --              --

Stockholders' equity (deficit):
    Preferred Stock Series A, par value $.001, 5,000,000
      shares authorized, 1,000,000 shares
      issued and outstanding at March 31, 2005
      and December 31, 2004, respectively                                1,000           1,000
    Common Stock, par value $.001, 200,000,000
      shares authorized, 14,600,000 shares
      issued and outstanding at March 31, 2005
      and December 31, 2004, respectively                               14,600          14,600
    Additional paid in capital                                       1,194,546       1,194,546
    Deficit accumulated during development stage                    (3,744,263)     (3,306,167)
                                                                   ------------    ------------
     Total stockholders' deficit                                    (2,534,117)     (2,096,021)
                                                                   ------------    ------------
     Total liabilities and stockholders'
      equity (deficit)                                             $ 1,066,344     $ 1,730,239
                                                                   ============    ============

                         See accompanying notes to financial statements

                                                F-2
</TABLE>
<PAGE>
<TABLE>

                             VOYAGER ONE, INC. AND SUBSIDIARY
                              (A DEVELOPMENT STAGE COMPANY)
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (UNAUDITED)
-----------------------------------------------------------------------------------------
                                                                             Cumulative
                                                                            amount from
                                            For the three months ended        inception
                                          ------------------------------      (June 28,
                                                                            2002) through
                                            March 31        March 31          March 31,
                                              2005            2004              2005
                                          -------------    -------------    -------------
<S>                                       <C>              <C>              <C>
Operating expenses
 Amortization                             $     83,578     $     33,357     $    502,083
 Automobile expense                                 --            5,275           20,532
 Bank service charges                            1,072              775            3,981
 Depreciation                                    2,640            2,455           13,993
 Dues and subscriptions                             71               --              145
 Equipment rental                               32,478            9,668          125,023
 Licenses and permits                           (4,177)             453           20,859
 Insurance                                      29,602           22,513          126,289
 Engineering and office supplies                   533           16,528          128,875
 Postage and delivery                            1,102            3,704            9,863
 Product development                                --           12,456          153,860
 Consulting and accounting                      48,207          215,647          869,140
 Legal fees                                     53,553           32,748          297,700
 Payroll and payroll taxes                     262,072          124,661        1,134,680
 Reference Materials                                --               --              115
 Rent                                           17,309           17,298          102,689
 Relocation expense                                875               --            6,617
 Repairs and maintenance                         1,664            2,083            9,405
 Marketing supplies                                 --            5,000            5,545
 Communication and internet                      6,163            8,408           42,249
 Travel and entertainment                        1,958           15,427           61,643
 Utilities                                       2,600            1,892           11,278
                                          -------------    -------------    -------------
Total operating expenses and loss from
  operations                                   541,300          530,348        3,646,564
Interest expense                                68,840            9,405          269,743
Gain on cancellation of financing fees        (172,044)              --         (172,044)
                                          -------------    -------------    -------------
Net loss before income taxes                  (438,096)        (539,753)      (3,744,263)
Provision for income taxes                          --               --               --
                                          -------------    -------------    -------------
Net loss                                  $   (438,096)    $   (539,753)    $ (3,744,263)
                                          =============    =============    =============
Loss per share (basic and
  diluted)                                $      (0.03)    $      (0.04)
                                          =============    =============
Weighted average number of shares
  outstanding (basic and diluted)           14,600,000       14,096,165
                                          =============    =============


                      See accompanying notes to financial statements

                                            F-3
</TABLE>
<PAGE>

<TABLE>

                                                VOYAGER ONE, INC. AND SUBSIDIARY
                                                 (A DEVELOPMENT STAGE COMPANY)
                              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                        FOR THE PERIOD FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005 (UNAUDITED)
 ----------------------------------------------------------------------------------------------------------------------------

                                     Preferred Stock
                                        Series A               Common Stock
                               ------------------------- --------------------------
                                                                                                    Deficit
                                                                                                  accumulated
                                                 Par                   Par value                     during          Total
                                 Number of      value      Number of     $0.001        Paid in     development   Stockholders'
                                  shares       $0.001       shares      per share      capital        stage     equity (deficit)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
<S>                            <C>          <C>          <C>           <C>           <C>           <C>           <C>
Balance at inception (June
  28, 2002)                             --  $        --           --   $        --   $        --   $        --   $        --

Issuance of common
 stock for professional
 services                               --           --          200            --         1,000            --         1,000

Net loss during the period              --           --           --            --            --        (1,000)       (1,000)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December
 31,2002                                --           --          200            --         1,000        (1,000)           --

Issuance of founders stock       1,000,000        1,000    8,820,136         8,820        (9,820)           --            --

Common stock issued for cash            --           --      990,000           990       246,510            --       247,500

Issuance of stock for patents           --           --    3,073,000         3,073       765,177            --       768,250

Conversion of notes payable
 into stock                             --           --      280,000           280        69,720            --        70,000

Common stock issued in
 connection with financing              --           --       22,504            23         5,602            --         5,625

Net loss                                --           --           --            --            --      (689,481)     (689,481)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December 31, 2003     1,000,000        1,000   13,185,840        13,186     1,078,189      (690,481)      401,894

Common stock issued for cash            --           --      570,000           570       141,930            --       142,500

Issuance of shares for
 services                               --           --      289,600           290         8,785            --         9,075

Reverse acquisition                     --           --      954,560           954       (34,758)           --       (33,804)

Cancellation of shares                  --           --     (400,000)         (400)          400            --            --

Net loss                                --           --           --            --            --    (2,615,686)   (2,615,686)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December 31,
2004                             1,000,000  $     1,000   14,600,000   $    14,600   $ 1,194,546   $(3,306,167)  $(2,096,021)

Net Loss                                --           --           --            --            --      (438,096)     (438,096)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at March 31,
2005                             1,000,000  $     1,000   14,600,000   $    14,600   $ 1,194,546   $(3,744,263)  $(2,534,117)
                               ============ ============ ============  ============  ============  ============  ============

                                           See accompanying notes to financial statements
</TABLE>
                                                                 F-4






<PAGE>
<TABLE>

                                        VOYAGER ONE, INC. AND SUBSIDIARY
                                          (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)
----------------------------------------------------------------------------------------------------------------

                                                                                                    Cumulative
                                                                                                   amount from
                                                                                                   inception
                                                               For the three      For the three       (June 28,
                                                                months ended      months ended     2002) through
                                                                  March 31,        March 31,         March  31,
                                                                    2005             2004              2005
                                                               -------------     -------------     -------------
<S>                                                             <C>              <C>               <C>
Cash flows from operating activities:
Net loss                                                        $  (438,097)      $ (539,753)      $  (977,850)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Depreciation and amortization                                        86,218           35,812           122,030
Imputed interest                                                      6,408               --             6,408
Stock issued for services                                                --               --                --
Issuance of common stock for financing                                   --               --                --
Changes in operating assets and liabilities:
 Deposits                                                            (6,696)              --            (6,696)
 Bank draft                                                          53,959            3,789            57,748
 Accounts payable                                                   113,648           59,809           173,457
 Accrued liabilities                                                236,998           14,549           251,547
 Accrued interest                                                    61,594            9,407            71,001
                                                                ------------     ------------      ------------
Net cash provided by (used in) operating activities                 114,032         (416,387)         (302,355)
                                                                ------------     ------------      ------------

Cash flows from investing activities:
 Due from related party                                                   --          11,250            11,250
 Acquisition of property and equipment                                    --         (28,198)          (28,198)
 Acquisition of patents                                                   --              --                --
 Acquisition of domain name                                               --         (10,000)          (10,000)
                                                                ------------     ------------      ------------
Net cash provided by (used in) investing activities                       --         (26,948)          (26,948)
                                                                ------------     ------------      ------------

Cash flows from financing activities:
 Stock subscribed not issued                                             --            1,000             1,000
 Cancellation of financing fees                                    (172,044)              --          (172,044)
 Recapitalization                                                        --          (33,804)          (33,804)
 Issuance of common stock for cash                                       --          142,500           142,500
 Issuance of common stock for services                                   --            9,075             9,075
 Issuance of notes payable                                          125,000          300,000           425,000
 Payments on notes payable                                          (67,000)              --           (67,000)
                                                                ------------     ------------      ------------
Net cash provided by (used in) financing activities                (114,044)         418,771           304,727
                                                                ------------     ------------      ------------

Net increase (decrease) in cash                                         (12)         (24,564)          (24,576)

Cash, beginning of period                                             1,012           24,564            25,576
                                                                ------------     ------------      ------------

Cash, end of period                                             $     1,000      $        --       $     1,000
                                                                ============     ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                                                  $       868      $        --       $       868
                                                                ============     ============      ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS:
      Issuance of Voyager One, Inc. common stock                $        --      $    33,804       $    33,804
                                                                ============     ============      ============
      Issuance of convertible debentures
        for financing fees                                      $        --      $        --       $   870,000
                                                                ============     ============      ============
      Cancellation of debentures
        issued for financing fees                               $  (750,000)     $        --       $  (750,000)
                                                                ============     ============      ============
      Issuance of 3,073,000 shares of
        common stock for patents acquired                       $        --      $        --       $   768,250
                                                                ============     ============      ============
      Conversion of notes payable
        into 280,000 shares of common stock                     $        --      $        --       $    70,000
                                                                ============     ============      ============

      Issuance of common stock for financing                    $        --      $        --       $     5,625
                                                                ============     ============      ============

                                     See accompanying notes to financial statements
</TABLE>
                                                            F-5


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------
1.       NATURE OF BUSINESS
         ------------------

         Voyager One, Inc. a Nevada corporation and its wholly owned subsidiary,
         Silicon Film Technologies, Inc., an Illinois corporation (together
         referred to as "Voyager One" or "the Company"), is in the business of
         developing a solution for the approximately 73 million 35mm SLR camera
         owners who are looking for a viable digital solution method without
         having to discard their present equipment. The principal key in
         achieving this objective involves its design, development, and sale of
         electronic film hardware and software products for digital imaging
         applications. Silicon Film is uniquely positioned for success based
         upon its development of a first-of-its-kind technology that enables a
         conventional 35mm single lens reflex (SLR) camera to capture, store,
         and transfer digital images without any modification to the camera.
         Silicon Film believes that its electronic film system (EFS) and other
         products are uniquely positioned to become industry standards among
         users desiring the functionality of both conventional and digital
         photography. Silicon Film's growth is expected to be driven by the
         rapid proliferation of digital imaging, a large installed base of
         conventional 35mm cameras, strong product appeal, a highly adaptable,
         scalable, and defensible product architecture, robust marketing and
         manufacturing strategies, and a talented management and product
         development team.

         The Company's success will depend in part on its ability to obtain
         financing necessary to produce and sell its EFS product line. The EFS
         product suite is supported by a highly sophisticated design
         architecture that optimizes efficiency and scalability. It relies on
         CMOS technology-based image sensors and standard components such as
         SDRAM. The EFS rapidly captures and stores "pure" images. The design is
         scalable in that larger and higher resolution image sensors can be used
         with only minor product modifications. This allows for cost effective
         management of product life cycle enhancements. The electronic film
         cartridge fits in virtually any 35mm SLR camera model and is compatible
         with most camera operating features, lenses, and accessories
         photographers may use to take a photo thereby leveraging the in place
         investment in these accessories.


2.       INTERIM FINANCIAL INFORMATION
         -----------------------------

         The consolidated financial statements of Voyager One, Inc. (the
         Company) and its wholly owned subsidiary, Silicon Film Technologies,
         Inc. as of March 31, 2005 and for the three months ended March 31, 2005
         and 2004 and related footnote information are unaudited. All
         adjustments, (consisting only of normal recurring adjustments) have
         been made which, in the opinion of management, are necessary for a fair
         presentation. Results of operations for the three months ended March
         31, 2005 and 2004 are not necessarily indicative of the results that
         may be expected for any future period. The balance sheet at December
         31, 2004 was derived from audited financial statements.

         Certain information and footnote disclosures, normally included in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America, have been omitted.
         These financial statements should be read in conjunction with the
         financial statements and notes for the year ended December 31, 2004.


                                      F-6


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                  (UNAUDITED)
--------------------------------------------------------------------------------

3.       REORGANIZATION
         --------------

         As of February 25, 2004, the Company made and entered into an agreement
         which provides for the reorganization of Silicon Film Technologies,
         Inc., an Illinois Company, with and into Voyager One, Inc., a Nevada
         Company, resulting in Silicon Film Technologies, Inc. becoming a
         wholly-owned subsidiary of Voyager One, Inc. (Voyager). The agreement
         is for the exchange of 100% of the outstanding Common Stock (Class A
         and Class B Common Stock) of Silicon Film Technologies, Inc., for
         shares of Voyager totaling 13,755,840 of Common Stock and 1,000,000
         Series A Preferred Stock, which are each convertible into one (1) share
         of Voyager Common Stock.

         The former shareholders of Silicon Film Technologies, Inc. acquired
         control of the Company upon the closing of the share exchange
         transaction. The exchange was accounted for as a reverse acquisition.
         Accordingly, for financial statement purposes, Silicon Film
         Technologies, Inc. was considered the accounting acquirer and the
         related business combination was considered a recapitalization of
         Silicon Film Technologies, Inc. rather than an acquisition by the
         Company. The historical financial statements prior to the agreement
         will be those of Silicon Film Technologies, Inc. and the name of the
         consolidated Company going forward will be Voyager One, Inc.

         Concurrent with the reorganization the company issued 289,600 shares of
         common stock for services.

4.       GOING CONCERN AND MANAGEMENT'S PLANS
         ------------------------------------

         The accompanying consolidated financial statements, which have been
         prepared in conformity with accounting principles generally accepted in
         the United States of America, contemplates the continuation of the
         Company as a going concern. However, the Company has been in the
         development stage since its inception (June 28, 2002), sustained losses
         and has used capital raised through the issuance of stock and loans to
         fund activities. Continuation of the Company as a going concern is
         contingent upon establishing and achieving profitable operations. Such
         operations will require management to secure additional financing for
         the Company in the form of debt or equity.

         Management believes that actions currently being taken to revise the
         Company's funding requirements will allow the Company to continue its
         development stage operations. However, there is no assurance that the
         necessary funds will be realized by securing debt or through stock
         offerings. The consolidated financial statements do not include any
         adjustments that might result from the outcome of this uncertainty.


                                      F-7


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

5.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         The following summarizes the significant accounting policies and
         practices reflected in the accompanying financial statements:

         BASIS FOR PRESENTATION
         ----------------------

         The Company has elected to follow the intrinsic value method of APB
         Opinion No.25, Accounting for Stock Issued to Employee, in accounting
         for its employee stock options for each period presented. Accordingly,
         no compensation expense is recognized in the Company's financial
         statements because the exercise price of the Company's employee stock
         option equals the market price of the Company's common stock on the
         date of the grant. If under Financial Accounting Standards Board
         Statement No. 123, Accounting for Stock Based Compensation, the Company
         determined compensation costs based on fair value at the grant date for
         its stock options, net earnings and earnings per share would not have
         been affected.

         The following table illustrates the pro forma effect on net income and
         earnings per share if the company had applied the fair value
         recognition provisions of FASB Statement No. 123, Accounting for
         Stock-Based Compensation, to stock based employee compensation.

         Pro forma information under FAS 123 is as follows:

                                                    For the three months
                                                    ended March 31, 2005
                                                    --------------------
         Net income (loss) as reported                   (438,097)

         Add: Stock based employee
         compensation expense included
         in reported net income, net of
         related tax effects                                   -0-

         Deduct: Total stock-based
         employee compensation expense
         determined under fair value based
         method for all awards, net of related                 -0-
         Pro forma net income (loss)                     (438,097)

         Basic loss per share:
         As reported                                        (0.03)
         Pro forma                                          (0.03)

         Diluted earnings per share:
         As reported                                        (0.03)
         Pro forma                                          (0.03)

         The following table shows assumptions
         and information about options
         granted on April 28, 2004

         Options granted                                  400,000

         Stock price                                        $0.25

         Exercise price                                     $0.25

         Expected life of option                          5 years

         Risk-free interest rate                             3.6%

         Expected volatility                                0.01%

         Expected dividend yield                               0%

                                      F-8


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         USE OF ESTIMATES
         ----------------

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

         INTANGIBLE ASSETS
         -----------------

         On November 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
         Other Intangible Assets." The new standard requires that goodwill and
         indefinite-lived intangible assets no longer be amortized. In addition,
         goodwill and indefinite-lived intangible assets are tested for
         impairment at least annually. These tests will be performed more
         frequently if there are triggering events. Impairment losses after
         initial adoption will be recorded as a part of income from continuing
         operations.

         Definite-lived intangible assets, such as patents, are amortized over
         their estimated useful lives. The Company continually evaluates the
         reasonableness of the useful lives of these assets. In accordance with
         SFAS No. 142, "Goodwill and Other Intangible Assets," if a revision in
         the useful lives of these assets is deemed necessary, the remaining
         carrying amount of the intangible asset is amortized prospectively over
         the revised remaining useful life of the definite-lived intangible
         asset.

         Management periodically reviews the carrying value of acquired
         intangible assets that are being amortized to determine whether an
         impairment may exist. The Company considers relevant cash flow and
         profitability information, including estimated future operating
         results, trends and other available information, in assessing whether
         the carrying value of intangible assets being amortized can be
         recovered. If the Company determines that the carrying value of
         intangible assets will not be recovered from the undiscounted future
         cash flows of the acquired business, the Company considers the carrying
         value of such intangible assts as impaired and reduces them by a charge
         to operations in the amount of the impairment. An impairment charge is
         measured as any deficiency in the amount of estimated undiscounted
         future cash flows of the acquired business available to recover the
         carrying value related to the intangible assets that are being
         amortized.

         INCOME TAXES
         ------------

         Deferred tax assets and liabilities are recognized for the future tax
         consequences attributable to differences between the financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases. Deferred tax assets, including tax loss and
         credit carryforwards, and liabilities are measured using enacted tax
         rates expected to apply to taxable income in the years in which those
         temporary differences are expected to be recovered or settled. The
         effect on deferred tax assets and liabilities of a change in tax rates
         is recognized in income in the period that includes the enactment date.
         Deferred income tax expense represents the change during the period in
         the deferred tax assets and deferred tax liabilities. The components of
         the deferred tax assets and liabilities are individually classified as
         current and non-current based on their characteristics. Deferred tax
         assets are reduced by a valuation allowance when, in the opinion of
         management, it is more likely than not that some portion or all of the
         deferred tax assets will not be realized.


                                      F-9


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment is stated at cost and is depreciated over the
         estimated useful lives of the related assets using the straight-line
         method. The Company uses other depreciation methods (generally
         accelerated depreciation methods) for tax purposes when appropriate.
         Amortization of leasehold improvements is provided on the straight-line
         method over the lesser of the lease term or its estimated economic
         useful life. The estimated useful lives are as follows:

             Furniture and equipment                            5 years
             Leasehold improvements                             5 years

         IMPAIRMENT OF LONG-LIVED ASSETS
         -------------------------------

         Long-lived assets, such as property, plant, and equipment, and
         purchased intangibles subject to amortization, are reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. Such events or
         circumstances include, but are not limited to, a significant decrease
         in the fair value of the underlying business, a significant decrease in
         the benefits realized from an acquired business, difficulties or delays
         in integrating the business or a significant change in the operations
         of an acquired business. Recoverability of assets to be held and used
         is measured by a comparison of the carrying amount of an asset to
         estimated undiscounted future cash flows expected to result from its
         use and eventual disposition. If the carrying amount of an asset
         exceeds its estimated future cash flows, an impairment charge is
         recognized for the amount by which the carrying value of the assets
         exceeds its fair value. If a readily determinable market price does not
         exist, fair value is estimated using discounted expected cash flows
         attributable to the assets. Assets to be disposed of are separately
         presented on the balance sheet and reported at the lower of their
         carrying amount or fair value less costs to sell, and are no longer
         depreciated. No impairment losses were recorded in 2004 and for the
         three months ended March 31, 2005.

         NET LOSS PER SHARE
         ------------------

         In February 1997, the Financial Accounting Standards Board (FASB)
         issued SFAS No. 128 "Earnings Per Share" which requires the Company to
         present basic and diluted earnings per share, for all periods
         presented. The computation of loss per common share (basic and diluted)
         is based on the weighted average number of shares actually outstanding
         during the period. Diluted loss per share were not presented because
         they were considered to be anti-dilutive.


                                      F-10
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         FAIR VALUE OF FINANCIAL INSTRUMENTS
         -----------------------------------

         Financial instruments consist principally of cash and payables. The
         estimated fair value of these instruments approximate their carrying
         value.

         RECLASSIFICATIONS
         -----------------

         Certain amounts in the prior period presented have been reclassified
         to conform to the current period financial statement presentation.
         These reclassifications have no effect on previously reported
         net loss.

         NEW STANDARDS TO RECENT ACCOUNTING ANNOUNCEMENTS
         ------------------------------------------------

         In August 2001, the Financial Accounting Standards Board (FASB) issued
         SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
         Assets, which supersedes SFAS No. 121, Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to Be Disposed of and the
         accounting and reporting provisions of APB Opinion No. 30. SFAS No. 144
         addresses financial accounting and reporting for the impairment or
         disposal of long-lived assets and is effective for fiscal years
         beginning after December 15, 2001, and interim periods within those
         fiscal years.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
         Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections," effective May 15, 2002. SFAS No. 145 eliminates
         the requirement that gains and losses from the extinguishment of debt
         be aggregated and classified as an extraordinary item, net of tax, and
         makes certain other technical corrections. SFAS No. 145 did not have a
         material effect on the company's Consolidated Financial Statements.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities". This statement requires
         that a liability for a cost associated with an exit or disposal
         activity be recognized when the liability is incurred. The provisions
         of this statement are effective for exit or disposal activities that
         are initiated after December 31, 2002. The Company adopted SFAS No. 146
         on January 1, 2003 and it has had no effect on the Company's financial
         position or operations.

         In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
         45"), Guarantor's Accounting and Disclosure Requirements for
         Guarantees, Including Indirect Guarantees of Others. FIN 45 requires
         that upon issuance of a guarantee, the guarantor must recognize a
         liability for the fair value of the obligation it assumes under that
         guarantee. The interpretations provisions for initial recognition and
         measurement should be applied on a prospective basis to guarantees
         issued or modified after December 31, 2002. The disclosure requirements
         are effective for financial statements of both interim and annual
         periods that end after December 15, 2002. The Company has no
         guarantees, and therefore believes the adoption of FIN 45 will not have
         a material impact on its financial statements.


                                      F-11
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         In November 2002, the EITF reached a consensus on EITF 00-21, "Revenue
         Arrangements with Multiple Deliverables," related to the separation and
         allocation of consideration for arrangements that include multiple
         deliverables. The EITF requires that when the deliverables included in
         this type of arrangement meet certain criteria they should be accounted
         for separately as separate units of accounting. This may result in a
         difference in the timing of revenue recognition but will not result in
         a change in the total amount of revenues recognized in a bundled sales
         arrangement. The allocation of revenues to the separate deliverables is
         based on the relative fair value of each item. If the fair value is not
         available for the delivered items then the residual method must be
         used. This method requires that the amount allocated to the undelivered
         items in the arrangement is their full fair value. This would result in
         the discount, if any, being allocated to the delivered items. This
         consensus is effective prospectively for arrangements entered into in
         fiscal periods beginning after June 15, 2003. We do not expect the
         adoption of EITF 00-21 to have a material impact on our consolidated
         financial statements.

         In December 2002, the FASB issued SFAS No. 148, Accounting or Stock
         Based Compensation--Transition and Disclosure--an Amendment of SFAS No.
         123, Accounting for Stock-Based Compensation. This Statement provides
         alternative methods of transition for a voluntary change to the fair
         value based method of accounting for stock-based employee compensation.
         In addition, this Statement amends the disclosure requirements of SFAS
         No. 123 to require prominent disclosures in both annual and interim
         financial statements about the methods of accounting for stock-based
         employee compensation and the effect of the method used on reported
         results. The statement has varying effective dates commencing with
         interim periods beginning after December 15, 2002. The adoption of SFAS
         No. 148 did not have a material effect on its financial statements.

         In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
         Interest Entities - an Interpretation of Accounting Research Bulletin
         No. 51." FIN No. 46 requires the primary beneficiary to consolidate a
         variable interest entity (VIE) if it has a variable interest that will
         absorb a majority of the entity's expected losses if they occur,
         receive a majority of the entity's expected residual returns if they
         occur, or both. FIN No. 46 applies immediately to VIEs created after
         January 31, 2003 and to VIEs in which the entity obtains an interest
         after that date. In October 2003, the FASB deferred the latest date by
         which all public entities must apply FIN No. 46 to all VIEs and
         potential VIEs, both financial and non-financial in nature, to the
         first reporting period ending after December 15, 2003. The adoption of
         FIN No. 46 in February 2003 did not have a material impact on our
         financial position, cash flows or results of operations.

         On January 1, 2003, the company adopted SFAS No. 143, "Accounting for
         Asset Retirement Obligations," which was issued in June 2001. SFAS No.
         143 provides accounting and reporting guidance for legal obligations
         associated with the retirement of long-lived assets that result from
         the acquisition, construction or normal operation of a long-lived
         asset. SFAS No. 143 requires the recording of an asset and a liability
         equal to the present value of the estimated costs associated with the
         retirement of long-lived assets for which a legal or contractual
         obligation exists. The asset is required to be depreciated over the
         life of the related equipment or facility, and the liability is
         required to be accreted each year based on a present value interest
         rate. The adoption of the standard did not have a material effect on
         the company's Consolidated Financial Statements.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
         133 on Derivative Instruments and Hedging Activities." SFAS No. 149
         amends and clarifies accounting for derivative instruments, including
         certain derivative instruments embedded in other contracts, and for
         hedging activities under SFAS No. 133. SFAS No. 149 clarifies under
         what circumstances a contract with an initial net investment meets the
         characteristic of a derivative as discussed in SFAS No. 133. In
         addition, it clarifies when a derivative contains a financing component
         that warrants special reporting in the statement of cash flows. SFAS
         No. 149 is effective for contracts entered into or modified after June
         30, 2003, except as specifically noted in SFAS No. 149. SFAS No. 149
         should be applied prospectively. The adoption of SFAS No. 149 did not
         have a material impact on our financial position, cash flows or results
         of operations.


                                      F-12
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity." This Statement establishes standards for how an issuer
         classifies and measures certain financial instruments with
         characteristics of both liabilities and equity. SFAS No. 150 is
         effective for financial instruments entered into or modified after May
         31, 2003, and otherwise is effective at the beginning of the first
         interim period beginning after June 15, 2003, except for mandatorily
         redeemable financial instruments of nonpublic entities and the
         provisions of paragraphs 9 and 10 of SFAS No. 150 (and related guidance
         in the appendices), as they apply to mandatorily redeemable
         non-controlling interests, which were deferred by the FASB on October
         29, 2003. The adoption of SFAS No. 150 did not have a material impact
         on our financial position, cash flows or results of operations.

         On December 17, 2003, the SEC issued Staff Accounting Bulletin ("SAB")
         No. 104, "Revenue Recognition," which supercedes SAB No. 101, "Revenue
         Recognition in Financial Statements." SAB No. 104's primary purpose is
         to rescind accounting guidance contained in SAB No. 101 related to
         multiple element revenue arrangements, superceded as a result of the
         issuance of EITF 00-21, "Accounting for Revenue Arrangements with
         Multiple Deliverables." Additionally, SAB No. 104 rescinds the "Revenue
         Recognition in Financial Statements Frequently Asked Questions and
         Answers" issued with SAB No. 101 that had been codified in Staff
         Accounting Bulletin Topic 13, "Revenue Recognition." The adoption of
         SAB No. 104 did not have any impact on our financial position, cash
         flows or results of operations.

         In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
         "Share-based Payment" that will require the company to expense costs
         related to share-based payment transactions with employees. With
         limited exceptions, SFAS No. 123(R) requires that the fair value of
         share-based payments to employees be expensed over the period service
         is received. SFAS No. 123(R) becomes mandatorily effective for the
         company on July 1, 2005. The company intends to adopt this standard.
         SFAS No. 123(R) allows the use of both closed form models (e.g.,
         Black-Scholes Model) and open form models (e.g., lattice models) to
         measure the fair value of the share-based payment as long as that model
         is capable of incorporating all of the substantive characteristics
         unique to share-based awards. In accordance with the transition
         provisions of SFAS No. 123(R), the expense attributable to an award
         will be measured in accordance with the company's measurement model at
         that award's date of grant.

         In December 2004, the FASB issued SFAS No. 153, "Exchanges of
         Nonmonetary Assets, an amendment of APB Opinion No. 29" effective for
         nonmonetary asset exchanges occurring in the fiscal year beginning
         January 1, 2006. SFAS No. 153 requires that exchanges of productive
         assets be accounted for at fair value unless fair value cannot be
         reasonably determined or the transaction lacks commercial substance.
         SFAS No. 153 is not expected to have a material effect on the company's
         Consolidated Financial Statements.


                                      F-13
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

6.       COMMITMENTS
         -----------

         OPERATING LEASES
         ----------------

         The Company leases its facility, which requires monthly payments of
         $4,200. In addition, the Company is responsible for all taxes and
         operating expenses. The lease expires on September 30, 2005. Total rent
         expense under this agreement was $32,478 and $9,668 for the three
         months ended March 31, 2005 and 2004, respectively.

         The Company has also entered into various leases for equipment. Future
         minimum rental payments are as follows:

                                          EQUIPMENT     FACILITY       TOTAL
                                        ------------  ------------  ------------
         FOR THE YEAR ENDED
            DECEMBER 31,
            ------------
                2005                    $   103,809   $    37,800   $   141,609
                2006                         54,976            --        54,976
                2007                         25,859            --        25,859
                2008                          2,042            --         2,042
                                        ------------  ------------  ------------
                                        $   186,686   $    37,800   $   224,486
                                        ============  ============  ============

7.       PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment consist of the following at:

                                          March 31,   December 31,
                                            2005         2004
                                        ------------  ------------
         Furniture and equipment        $  50,966     $  50,966
         Leasehold improvements             2,567         2,567
                                        ------------  ------------
                                           53,533        53,533
         Accumulated depreciation         (13,993)      (11,353)
                                        ------------  ------------
                                        $  39,540     $  42,180
                                        ============  ============

         Depreciation expense is $2,640 and $2,455 for the three months ended
         March 31, 2005 and 2004, respectively.

8.       PATENT PURCHASE AND NOTE PAYABLE
         --------------------------------

         On February 1, 2003 the Company purchased patents, trademarks, and
         other intellectual property rights from Quest Manufacturing Inc., which
         is wholly owned by the Company's CEO, in exchange for a note payable
         for $390,000 with a stated interest rate of 6% due on December 31, 2004
         and the issuance of 15,365,000 shares of Class A Common Stock valued at
         $768,250. Additionally, the Company assumed an accounts payable of
         $75,922, payable to the patent attorney. In December, 2004, the note
         payable was renegotiated to a more favorable maturity date of March 31,
         2005 and in March, 2005, it was further extended to July 31, 2005.

         The balance due on the note payable was $305,000 at March 31, 2005 and
         December 31, 2004, respectively.

         The Company paid $1,234,172 for these patents which are being amortized
         over their expected remaining life of 9 years. Amortization expense
         charged to operations was $83,578 and 33,357 for the three months ended
         March 31, 2005 and 2004 respectively.  The balance is:


                                      F-14
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

                                            March 31,   December 31,
                                              2005         2004
                                         -------------- -------------

         Patents                         $  1,234,172   $  1,234,172
         Less: accumulated amortization      (289,090)      (255,733)
                                         -------------- -------------
                                         $    945,082   $    978,439
                                         ============== =============

9.       DEFERRED FINANCING COSTS AND IMPUTED INTEREST
         ---------------------------------------------

         The company has paid certain financing fees associated with the
         debentures issued to Cornell Capital Partners, LP which are being
         amortized over the term of the debentures.

         The components of the deferred financing costs are as follows at:

                                                      March 31,    December 31,
                                                        2005          2004
                                                   --------------  ------------
         Deferred financing costs                  $   120,000     $   767,878
         Less: accumulated amortization of fees        (64,375)       (162,772)
                                                   -------------- -------------
         Net deferred financing costs              $    55,625     $   605,106
                                                   ==============  ============

         On June 10, 2004, the Company issued two three-year 0% convertible
         debentures totaling $750,000 as payment for commitment fees related to
         the Standby Equity Distribution Agreement. The Company has imputed
         interest on these debentures using a 5% discount rate.  The imputed
         interest has been deferred and is being expensed over the same
         three-year term as the commitment fee.

         The components of the deferred imputed interest are as follows at:

                                                       March 31,    December 31,
                                                         2005          2004
                                                     -------------  ------------

         Deferred imputed interest                   $      -0-     $   102,122
         Less: accumulated amortization of interest         -0-         (17,020)
                                                     -------------  ------------
         Net deferred imputed interest               $      -0-     $    85,102
                                                     =============  ============

         On March 17, 2005, the Standby Equity Distribution Agreement and the
         $750,000 convertible debentures discussed above were cancelled.

10.      INCOME TAXES
         ------------

         The components of the deferred tax asset are as follows:

                                                        March 31,   December 31,
                                                          2005         2004
                                                    --------------  ------------
         Deferred tax assets:
             Net operating loss carry-forward       $     861,000   $   829,000
             Amortization                                  15,000        15,000
             Temporary timing difference                  470,000       336,000
                                                    --------------  ------------

                                                        1,346,000     1,180,000
         Less: valuation allowance                     (1,346,000)   (1,180,000)
                                                    --------------  ------------
         Net deferred tax assets                    $          --   $        --
                                                    ==============  ============


                                      F-15
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         The Company had available approximately $2,316,000 unused federal
         and state net operating loss carry-forwards at March 31, 2005
         that may be applied against future taxable income. These net operating
         loss carry-forwards expire through 2025.

         SFAS No. 109 requires a valuation allowance to be recorded when it is
         more likely than not that some or all of the deferred tax assets will
         not be realized. At March 31, 2005 and December 31, 2004, valuation
         allowances for the full amount of the net deferred tax asset were
         established due to the uncertainties as to the amount of the taxable
         income that would be generated in future years.

         Reconciliation of the difference between the statutory tax rate and the
         effective income tax rate is as follows:
                                                      March 31,    December 31,
                                                        2005          2004
                                                    -------------  -------------

         Statutory federal tax (benefit) rate           (34.0)%        (34.0)%
         Statutory state tax (benefit) rate              (3.2)%         (3.2)%
                                                    ------------   -------------
         Effective tax rate                             (37.2)%        (37.2)%
         Valuation allowance                             37.2%          37.2%
                                                    -------------  -------------
                                                            -              -
                                                    =============  =============

11.      CAPITAL STOCK
         -------------

         The authorized capital stock of the Company consists of 200,000,000
         shares of Common Stock at a par value of 0.001 and 5,000,000 shares of
         Series A Preferred Stock at a par value of 0.001. As of March 31, 2005
         and December 31, 2004, there were 14,600,000 and 14,600,000 shares of
         Common Stock outstanding, respectively and 1,000,000 and 1,000,000
         shares of Series A Preferred Stock outstanding at March 31, 2005 and
         December 31, 2004, respectively. Holders of Common Stock are entitled
         to one vote for each share held with no cumulative voting. Holders of
         Series A Preferred Stock are entitled to 100 votes. Each share of
         Series A Preferred Stock is convertible into one share of Common Stock
         at the discretion of the stockholder. The holders of Common and Series
         A Preferred Stock vote together as a single class. The Common Stock and
         Series A Preferred Stock have equal liquidation and dividend rights.

         AMENDMENT TO THE ARTICLES OF INCORPORATION
         ------------------------------------------
         On April 26, 2004, the Company filed an amendment to its articles of
         incorporation increasing its authorized capital to 200 million shares
         of common stock and 5 million shares of preferred stock, each with a
         par value of $0.001 per share.

         FORWARD STOCK SPLIT
         -------------------

         On April 28, 2004, the Board of Directors of the Company authorized a
         forward stock split of its outstanding securities at a ratio of 1
         Pre-Split Share converted to 1.6 Post Forward-Split Shares. The record
         date for such stock split was April 28, 2004. All share amounts have
         been retroactively restated to reflect this forward split.

         CANCELLATION OF SHARES
         ----------------------
         On April 28, 2004, the Company's CEO cancelled 400,000 post stock split
         shares of common stock.


                                      F-16
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         ISSUANCE OF STOCK WARRANT AND STOCK OPTIONS
         -------------------------------------------

         On April 28, 2004, the Company issued stock options for 400,000 shares
         of post stock split common stock at $.25 per share to key employees of
         the Company. No vesting period was required. The stock options expire
         in 2009. The Company does not have a stock-based compensation plan. On
         April 28, 2004, the Company also issued a warrant to CMI Capital LLC, a
         financial consulting firm, for 666,666 post stock split shares of its
         common stock at $.25 per share exercisable after February 26, 2005 with
         an expiration date of February 26, 2010. This warrant was cancelled on
         July 15, 2004. On the same date, Voyager One, Inc. issued a warrant to
         CMI Capital LLC, to purchase 666,666 shares of Voyager One, Inc.'s
         common stock at $.25 per share exercisable on and after January 15,
         2005. This warrant expires on January 15, 2010. The managers and
         principals of CMI Capital LLC, a limited liability corporation, are
         Gerry Martin and Greg Orlandella, each having an equal interest.

12.      CONVERTIBLE DEBENTURES
         ----------------------

         In May 2004, Voyager One, Inc. entered into a Securities Purchase
         Agreement which was amended in August, 2004 pursuant to which Cornell
         Capital Partners agreed to purchase $1,100,000 of 5% secured,
         convertible debentures. As of March 31, 2005, Voyager One, Inc. has
         received gross proceeds of $650,000. The balance of the proceeds will
         be paid as follows: $100,000 within 5 business days of Voyager One,
         Inc.'s common stock being approved for quotation on the
         Over-the-Counter Bulletin Board, and $350,000 within 5 business days of
         the registration statement registering all shares of common stock
         underlying the convertible debentures being declared effective by the
         Securities and Exchange Commission. The debentures are convertible at
         the holder's option any time up to maturity at a conversion price equal
         to the lower of (i) 150% of the lowest initial bid price of the common
         stock as submitted by a market maker and approved by the National
         Association of Securities Dealers or (ii) 50% of the lowest closing bid
         price of the common stock for the 5 trading days immediately preceding
         the conversion date. Except upon an event of default, these debentures
         are not convertible if such conversion would result in the holder
         beneficially owning more than 4.9% of our outstanding common stock. At
         maturity, Voyager One, Inc. has the option to either pay the holder the
         outstanding principal balance and accrued interest or to convert the
         debentures into shares of common stock at a conversion price equal to
         the lower of (i) 150% of the lowest initial bid price of the common
         stock as submitted by a market maker and approved by the National
         Association of Securities Dealers or (ii) 50% of the lowest closing bid
         price of the common stock for the 5 trading days immediately preceding
         the conversion date. The convertible debentures are secured by all of
         Voyager One, Inc.'s assets. In the event the debentures are redeemed,
         then Voyager One, Inc. will issue to the holder a warrant to purchase
         50,000 shares for every $100,000 redeemed. Cornell Capital purchased
         the convertible debentures from Voyager One, Inc. in a private
         placement in May 2004. Cornell Capital has received a one-time
         structuring fee of $10,000 and will receive a one-time commitment fee
         of 10% of the gross proceeds of the convertible debentures. The
         commitment fee of 10% has been and will continue to be paid
         proportionately in cash upon receipt of each distribution of proceeds.
         On December 15, 2004, Cornell Capital assigned one-half or $325,000 of
         the issued debentures plus accrued but unpaid interest on a pro rata
         basis to Trey Resources, Inc., a Delaware corporation. On March 8,
         2005, Voyager One consented to the assignment whereupon Cornell Capital
         terminated the original debentures and, concurrently, Voyager One
         issued a total of four new debentures to Cornell Capital Partners, LP
         and Trey Resources, each, in the amount of one-half of the originally
         issued debentures. Voyager One also issued additional three-year 5%
         convertible debentures, effective March 8, 2005, to Cornell Capital in
         the amount of $17,386.98 and to Trey Resources in the amount of
         $3,695.21 which represent all interest earned pro rata on the original
         four debentures up to termination. All the debentures mature on March
         8, 2008. The terms of the newly issued debentures, except as indicated
         above, are identical to those originally issued.


                                      F-17


<PAGE>
<TABLE>

                                  VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                            (UNAUDITED)
--------------------------------------------------------------------------------------------------

13.      NOTES PAYABLE
         -------------

         The notes payable balance consists of the following:

                                                              March 31, 2005     December 31, 2004
                                                           --------------------  -----------------
<S>                                                          <C>                   <C>
           12% note payable to Byrne, principal
               and interest due July 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% convertible note
               payable with a principal amount of
               $50,000                                     $     56,049         $     50,000

           12% note payable to A. Byrne, principal
               and interest due September 27, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 24% note payable with
               a principal amount of $50,000                     54,241               50,000

           12% note payable to P. Byrne, principal
               and interest due September 27, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 24% note payable with
               a principal amount of $50,000                     53,452               50,000

           24% note payable to Coan, principal and
               interest due May 15, 2005. Coan was
               repaid $10,000 of the original principal
               balance of $50,000 on August 6, 2004
               and $5,000 of the principal balance on
               December 20, 2004                                 35,000               35,000

           12% note payable to Culberton, principal
               and interest due July 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% convertible note
               payable with a principal amount of
               $25,000                                           27,934               25,000


                                                  F-18


<PAGE>

                                  VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                            (UNAUDITED)
---------------------------------------------------------------------------------------------------

                                                               March 31, 2005    December 31, 2004
                                                           --------------------  ------------------

           12% note payable to Didonato, principal
               and interest due July 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 days preceding the conversion date,
               as a result of a renegotiated
               12% convertible note payable with
               a principal amount of $25,000               $     27,803         $     25,000

           12% note payable to Hemmel, principal
               and interest due July 12, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date                                   50,000                  --

           12% note payable to Jassy, principal
               and interest due June 15, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date. (Renegotiated 24%
               note payable for $56,125)                         56,125               56,125

           12% note payable to Jassy, principal
               and interest due July 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% convertible note
               payable with a principal amount of
               $25,000                                           27,959               25,000

           12% note payable to Lake & Associates,
               principal and interest due June 1, 2005          200,000              200,000

           12% note payable to Lamb, principal and
               interest due July 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% convertible note
               payable with a principal amount of
               $50,000                                           52,022               50,000

           12% note payable to Matz, principal and
               interest due July 2, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 24% note payable with
               an original principal amount of
               $35,000                                           35,753               34,971


                                          F-19


<PAGE>

                                  VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                            (UNAUDITED)
---------------------------------------------------------------------------------------------------

                                                              March 31, 2005     December 31, 2004
                                                           --------------------  ------------------

           12% note payable to McGrain, principal and
               interest due July 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% convertible note
               payable with a principal amount of
               $25,000                                     $     27,868          $     25,000

           12% note payable to Nolan, principal and
               interest due July 10, 2005,
               convertible into common stock
               after company's listing on a public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date                                   50,000                   --

           12% note payable to O'Keefe, principal and
               interest due July 8, 2005,
               convertible into common stock
               after company's listing on a public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% note payable
               with a principal amount of
               $82,500                                           82,500               82,500

           12% note payable to Prikos, principal and
               interest due July 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% convertible note
               payable with a principal amount of
               $75,000                                           84,074               75,000

           24% note payable to Schmidt, principal and
               interest due March 31, 2005                       30,000               37,000

           24% note payable to Webb, principal and
               interest due May 31, 2005                         25,000               25,000

           24% note payable to Weidner, principal and
               interest due January 10, 2005 and
               subsequently paid in full on
               January 10, 2005                                      --               60,000
                                                           -------------------   -------------------
                                                           $    975,780            $ 905,596
                                                           ===================   ===================


                                                F-20
<PAGE>

                                  VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                            (UNAUDITED)
---------------------------------------------------------------------------------------------------

           The notes payable - related party balance consists of the following:


                                                              March 31, 2005     December 31, 2004
                                                           --------------------  ------------------

            6% note payable to Castle Hill Advisory
               Group, principal and interest due
               90 days after Voyager One's
               registration statement has been
               declared effective.                         $     60,000          $    60,000

            6% note payable to Castle Hill Advisory
               Group, principal and interest due
               90 days after Voyager One's
               registration statement has been
               declared effective                                17,628               17,628

            6% note payable to Castle Hill Advisory
               Group, principal and interest due
               July 31, 2005.                                    50,000               50,000

            6% note payable to Castle Hill Advisory
               Group, principal and interest due
               July 31, 2005                                     25,000                   --

            6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               July 31, 2005                                    305,000              305,000

            6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               90 days after Voyager One's
               registration statement has been
               declared effective                                60,000               60,000

            6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               90 days after Voyager One's
               registration statement has been
               declared effective                                80,000               80,000

            6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               90 days after Voyager One's
               registration statement has been
               declared effective                                20,000               20,000


                                                           -------------------   ------------------
                                                           $    617,628          $   592,628
                                                           ===================   ==================


           The notes payable - long term balance consists of the following:


                                                               March 31, 2005    December 31, 2004
                                                           --------------------  ------------------

                                                           --------------------  ------------------
            6% note payable to Oberman, principal
               and interest due April 1, 2007,
               convertible after April 1, 2006 at the
               holder's request into common stock
               of the company at a 40% discount to the
               average closing bid price for ten trading
               days preceding the conversion date          $     25,000          $    25,000

            Convertible debentures                              671,082            1,400,000
                                                           --------------------  ------------------
                                                           $    696,082          $ 1,425,000
                                                           ====================  ==================
</TABLE>

                                               F-21
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

14.      STANDBY EQUITY DISTRIBUTION AGREEMENT
         -------------------------------------

         In June 2004, Voyager One entered into a Standby Equity Distribution
         Agreement with Cornell Capital Partners, LP. Pursuant to this
         agreement, Voyager One, Inc. may, at its discretion for up to 2 years,
         periodically issue and sell shares of common stock for a total purchase
         price of $20.0 million. If Voyager One, Inc. requests an advance under
         the Standby Equity Distribution Agreement, Cornell Capital Partners,
         L.P. will purchase shares of common stock for 98% of the lowest closing
         bid price on the Over-the-Counter Bulletin Board or other principal
         market on which our common stock is traded for the 5 days immediately
         following the notice date. Cornell Capital Partners, L.P. intends to
         sell any shares purchased under the Standby Equity Distribution
         Agreement at the market price. The effectiveness of the sale of the
         shares under the Standby Equity Distribution Agreement is conditioned
         upon Voyager One, Inc. registering the shares of common stock with the
         Securities and Exchange Commission. Cornell Capital Partners was paid a
         one-time commitment fee of $740,000, payable as a three-year 0%
         debenture convertible into shares of common stock at a price equal to
         the lowest closing bid price for the five trading days immediately
         preceding the conversion date and a structuring fee of $45,000 payable
         as cash. In addition, Newbridge Securities Corporation, a registered
         broker-dealer, was paid a fee of $10,000, payable as a three-year 0%
         debenture convertible into shares of common stock at a price equal to
         the lowest closing bid price for the five trading days immediately
         preceding the conversion date. These fees are being amortized over the
         term of the debentures. On March 17, 2005, by mutual agreement of the
         parties, the Standby Equity Distribution Agreement and related
         transaction documents as well as the $740,000 and $10,000 convertible
         debentures were terminated including all rights and obligations
         therein. The termination in March, 2005 arose as a result of the
         Company's prior discussions with the SEC, which indicated that the
         sales of securities under the securities purchase agreement, including
         the issuance of the convertible debentures thereunder, the transactions
         under the standby equity distribution agreement and the issuance of
         $750,000 convertible debentures could be viewed as a single transaction
         and, if so viewed, might not be consistent with SEC guidelines
         regarding equity lines. Cornell Capital and Newbridge Securities agreed
         with the Company to terminate their $740,000 and $10,000 convertible
         debentures, respectively, because the Company viewed these debentures
         as additional "consideration" for Cornell Capital and "consideration"
         for Newbridge Securities associated with the equity line. With the
         equity line terminated, the services related to the convertible
         debentures would no longer be needed and therefore the debentures were
         cancelled. This termination resulted in a $172,044 gain related to
         previous amortization of the deferred financing costs and the imputed
         interest recognition.


                                        F-22

<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2005
                                   (UNAUDITED)
--------------------------------------------------------------------------------

15.      SUBSEQUENT EVENTS
         -----------------

         On April 1, 2005, Voyager One issued an unsecured 6% $1,500 note
         payable to Castle Hill Advisory Group with principal and interest due
         July 31, 2005.

         On May 11, 2005, Voyager One, Inc. received notification from the
         Securities and Exchange Commission that its registration statement on
         Form SB-2 originally filed March 31, 2005 as amended was declared
         effective. Our registration statement registers for resale 1,690,560
         shares of our common stock held by the selling security holders named
         in the registration statement. Voyager One will not receive any
         proceeds from the sale of shares under the registration statement.
         Voyager One, Inc. is currently working with a market maker for the
         filing of an information statement on Form 15c-211 with the National
         Association of Securities Dealers, Inc. for quotation of our common
         stock on the Over The Counter Bulletin Board. This information was
         reported on Form 8-K filed with the Securities and Exchange Commission
         on May 16, 2005. We have been informed by Cornell Capital Partners LP
         that it intends to purchase the $350,000 convertible debenture pursuant
         to the Securities Purchase Agreement the week beginning May 23, 2005.

         On May 15, 2005, Voyager One, Inc. renegotiated with Coan a 24% note
         that matured, with an original principal of $50,000 and a current
         principal balance of $35,000 to a more favorable maturity date of
         June 14, 2005. The remaining terms of the original note shall remain in
         full force and effect.


                                      F-23
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Statements contained in this Plan of Operation of this Quarterly Report
on Form 10-QSB and elsewhere in this filing that are not statements of
historical or current fact constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 as amended (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Forward-looking statements involve known and unknown risks,
uncertainties and other factors which could cause the actual results of the
Company, performance (financial or operating) or achievements expressed or
implied by such forward-looking statements not to occur or be realized. Such
forward-looking statements generally are based upon the Company's best estimates
of future results, general merger and acquisition activity in the marketplace,
performance or achievement, current conditions and the most recent results of
operations. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may," "will," "project," "expect,"
"believe," "estimate," "anticipate," "intends," "continue", "potential,"
"opportunity" or similar terms, variations of those terms or the negative of
those terms or other variations of those terms or comparable words or
expressions.

           The following information should be read in conjunction with the
consolidated financial statements of Voyager One and the notes thereto appearing
elsewhere in this filing as well as the 10-KSB/A and SB-2/A, both filed with the
Securities and Exchange Commission on May 6, 2005.

OVERVIEW

         Voyager One, a development stage company, was incorporated under the
laws of the state of Nevada in April 2000. We conduct our operations through our
wholly-owned subsidiary, Silicon Film Technologies, Inc., which is in the
business of developing a solution for 35mm single lens reflex (which we
sometimes refer to in this quarterly report as "SLR") camera owners who are
looking for a viable digital method without having to discard their present
equipment. The principal key in achieving this objective involves our design,
development, and sale of electronic film hardware and software products for
digital imaging applications. We have developed technology that enables a
conventional 35mm SLR camera to capture, store, and transfer digital images
without any modification to the camera. We believe that our electronic film
system (which we sometimes refer to in this quarterly report as "EFS") and other
products will be used by people desiring the functionality of both conventional
and digital photography.

         In February 2004, Voyager One acquired Silicon Film Technologies, Inc.,
an Illinois corporation, in exchange for 8,597,400 newly issued restricted
shares of common stock of Voyager One and 625,000 newly issued shares of its
Series A preferred stock. In the course of negotiations between Silicon Film
Technologies, Inc. and Voyager One, it was decided that the current shareholders
of Voyager One (at that time, a public shell company) would retain eight percent
(8%) of our company after the acquisition. As a condition of the closing of the
share exchange transaction, certain stockholders of Voyager One tendered a total
of 1,298,400 shares of common stock for cancellation. At the closing of the
share exchange transaction, Voyager One had 9,222,400 authorized, but not
issued, common shares and 5,000,000 authorized, but not issued, Series A
preferred shares. Silicon Film Technologies, Inc. had 68,779,200 Class A common
shares issued and outstanding and 5,000,000 Class B common shares issued and
outstanding. Every eight shares of Silicon Film Technologies, Inc.'s Class A
common stock were exchanged for one share of Voyager One's common stock, and
every eight shares of Silicon Film Technologies, Inc.'s Class B common stock
were exchanged for one share of Voyager One's Series A preferred stock (based on
the total issuance of 8,597,400 Voyager One's shares of common stock). Each
share of newly issued Series A preferred stock is entitled to 100 votes per
share. Overall, the shareholders of Silicon Film Technologies, Inc. acquired
approximately 92.22% of all the issued and outstanding common and preferred
stock in our company. Immediately after the closing of this transaction, we had
9,375,000 shares of common stock outstanding and 625,000 shares of Series A
preferred stock outstanding.

         On April 28, 2004, Voyager One effected a 1 for 1.6 forward split of
its shares of common stock and Series A preferred stock, and a cancellation of
400,000 shares of common stock (post-stock split) held by its chief executive
officer, John Lichter. Before the stock split there were 9,375,000 shares of
common stock and 625,000 shares of Series A preferred stock issued and
outstanding. After the stock split and cancellation of 400,000 shares, there
were 14,600,000 shares of common stock and 1,000,000 shares of Series A
preferred stock issued and outstanding. Any reference in this quarterly report
to our common stock and Series A preferred stock after April 28, 2004 is
stated on a post-stock split basis, unless otherwise indicated.


                                      1
<PAGE>

         In May 2004, we developed the first prototype for our second generation
product and called it the "EFS-4." This prototype, which was functional but was
not built to a commercially feasible form or size, was developed primarily as a
demonstration device and to use as a hardware and software development platform.
This platform has allowed our engineers to prototype a new circuit for improving
the electronic system needed to develop the new generation product. Development
of this prototype continues to progress. The detailed electrical circuit
schematics and mechanical design specifications are near completion. Because of
corporate fiscal restraints, the cost to complete these schematics and
specifications (estimated at $100,000) has delayed procurement of the testing
prototype. These costs primarily relate to the purchase of components and
services for custom board design.

         While we only have a prototype of the product we expect to
commercialize, we expect to grow. Our growth expectations are based on the
marketing and research and development which began with the first generation
product of our electronic film system, the "EFS-1", and continues with our
prototype for the second generation, the "EFS-4." Our predecessor's EFS-1 was
the winner of the Photo Marketing Association-DIMA section's "Innovative Digital
Product Award" in 2001. The EFS-1 was also featured in numerous magazines and at
trade shows. The feedback from photographers was positive. We believe
recognition of our technology and continuing improvements support our
expectations of growth. We have not, however, generated any revenues to date and
had a net loss of $438,096 during the three months ended March 31, 2005.

         Notwithstanding our auditor's expression of doubt about our ability to
operate as a going concern (see "GOING CONCERN" below), as well as the fact that
we have no current revenues, we believe we will continue to operate and that our
product will be marketable. Our beliefs regarding our ability to continue and
grow operations are based in part on our target market demographics. The
installed base of owners of 35mm SLR cameras represent a significant market
segment. In 2003, 61 million U.S. households owned a 35mm camera, and 23 million
U.S. households owned a 35mm SLR camera according to the 2004 Photo Marketing
Association U.S. Consumer Photo Buying Report. From a review of the data, we
estimate the installed base of 35mm SLR units worldwide is between 60 to 80
million. Estimated future sales also signify a growth in the installed base.

         Conventional point and shoot camera sales have declined substantially,
with digital point and shoot cameras taking up their market share, but 35mm SLR
sales have held firm and have actually showed slight increases each year.
Moreover, we believe the value of the EFS to 35mm SLR owners is to provide them
with the benefits of digital imaging as a convenient option at a competitive
cost without forcing them to give up the use of their cameras, lenses, and photo
accessories which they are accustomed to using and for which they may have
invested considerable expense.

         We do not yet have (or need) a significant sales staff, although we
currently consult with one person focused on business development and sales.
With an estimated 3 million 35mm SLRs entering the market each year, we also
believe opportunities for co-branding and bundling exist. "Co-branding" is the
practice of using two brand names on a single product to gain advantages of
increased market share or recognition. "Bundling" is the packaging of products
together at one price that is usually less than the price of the individual
products if purchased separately to increase the appeal to potential customers.
Bundling is intended to increase exposure, recognition and market share while
reducing advertising and marketing costs. Our prices are expected to be
competitive with add-on accessories such as lenses and high-end flash
attachments.

         In fact, a similar digital solution from a major camera and lens
manufacturer supports our expectations. Leica Camera AG of Solms, Germany,
debuted their Leica Digital-Modul-R at the September 2004 Photokina trade show.
Their digital module is in the form of a "camera back" and according to
www.dpreview.com, the retail price is 4,500 euros (approximately US $5,500).
Leica's digital module attaches to only two existing models of its analog SLR
cameras and allows the user the choice between film and digital photography. Our
electronic film system is expected to fit virtually all brands of 35mm SLR
cameras and is expected to retail at a substantially lower price.

GOING CONCERN

         Voyager One's financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.

         Our auditors have included an explanatory paragraph in their report for
the year ended December 31, 2004,indicating that certain conditions exist that
raise substantial doubt regarding our ability to continue as a going concern.
These include the fact that we have been in the development stage since our
inception (June 28, 2002) and that we continue to incur significant losses;
accordingly, our viability depends on our ability to obtain future financing and
the success of our future operations. The financial statements included in this
quarterly report do not include any adjustment to asset values or recorded
amounts of liabilities that might be necessary in the event we are unable to
continue as a going concern. If we are in fact unable to continue as a going
concern, stockholders may lose their entire investment in our common stock.


                                      2
<PAGE>

         The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the possible
inability of Voyager One to continue as a going concern.

EXPENSES FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

         The net loss for the three months ended March 31, 2005 was ($438,096)
compared to ($539,753) for the three months ended March  31, 2004. Net cash
provided from financing activities for the three months ended March 31, 2005
was ($114,044) compared to $418,771 for the three months ended March 31, 2004.

         Total operating expenses and loss from operations before interest and
gain on cancellation of financing fees for the three months ended March 31, 2005
were $541,300 compared to $530,348 for the three months ended March 31, 2004, an
increase of $10,952. The operating expenses consisted primarily from
amortization of $83,578, equipment rental of $32,478, insurance of $29,602,
consulting and accounting of $48,207, legal fees of $53,553 and payroll and
payroll taxes of 262,072. The consulting and accounting services are comprised
of the following: accounting of $46,858, information technology support of
$1,240 and miscellaneous of 109. We have incurred substantial expenses in the
first three months of 2005, including expenses for payroll, professional,
accounting and legal fees in the preparation of the year end financial statement
and the registration statement filed with the Securities and Exchange Commission
on March 31, 2005.

NOTES

         The following table summarizes the nature and amount of all notes
payable and convertible debt at March 31, 2005. Any material changes to any
renegotiated notes payable or convertible notes are indicated in the footnotes:

<TABLE>
                                             Annual                                  Principal
                Type                        Interest    Conversion     Maturity      Amount at
  Date       Investment       Beneficiary     Rate     Discount Rate     Date       March 31, 2005
---------   --------------   ------------   --------   -------------   --------     ------------
<S>        <C>              <C>                 <C>     <C>            <C>          <C>
02/01/03   Note Payable     Quest Mfg.          6%        N/A          07/31/05(1)  $ 305,000.00
04/01/04   Conv Note        Oberman             6%        40%(2)       04/01/07     $  25,000.00
04/22/04   Note Payable     Coan               24%        N/A          05/15/05(1)  $  35,000.00
06/01/04   Note Payable     Lake               12%        N/A          06/01/05(4)  $ 200,000.00
06/01/04   Note Payable     Castle Hill         6%        N/A             (5)       $  60,000.00
06/01/04   Note Payable     Quest Mfg.          6%        N/A             (5)       $  60,000.00
07/01/04   Note Payable     Quest Mfg.          6%        N/A             (5)       $  80,000.00
07/20/04   Note Payable     Webb               24%        N/A          05/31/05(3)  $  25,000.00
08/17/04   Note Payable     Castle Hill         6%        N/A             (5)       $  17,627.77
08/17/04   Note Payable     Quest Mfg.          6%        N/A             (5)       $  20,000.00
08/17/04   Note Payable     Schmidt            24%        N/A          03/31/05(6)  $  30,000.00
11/03/04   Note Payable     Castle Hill         6%        N/A          07/31/05(1)  $  50,000.00
12/17/04   Conv Note        Jassy              12%        25%(9)       06/15/05(10) $  56,125.00
01/01/05   Conv Note        Hemmel             12%        25%(9)       07/12/05     $  50,000.00
01/03/05   Conv Note        Matz               12%        25%(9)       07/02/05(11) $  35,752.75
01/09/05   Conv Note        O'Keefe            12%        25%(9)       07/08/05(12) $  82,500.00
01/11/05   Conv Note        Nolan              12%        25%(9)       07/10/05     $  50,000.00
02/01/05   Conv Note        Byrne              12%        50%(13)      07/31/05(14) $  56,049.32
02/01/05   Conv Note        Culbertson         12%        50%(13)      07/31/05(14) $  27,934.25
02/01/05   Conv Note        Didonato           12%        50%(13)      07/31/05(14) $  27,802.74
02/01/05   Conv Note        Jassy              12%        50%(13)      07/31/05(14) $  27,958.90
02/01/05   Conv Note        Lamb               12%        50%(13)      07/31/05(14) $  52,021.92(21)
02/01/05   Conv Note        McGrain            12%        50%(13)      07/31/05(14) $  27,868.49
02/01/05   Conv Note        Prikos             12%        50%(13)      07/31/05(14) $  84,073.97
02/01/05   Note Payable     Castle Hill         6%        N/A          07/31/05(1)  $  25,000.00
03/08/05   Conv.Debenture   Cornell(16)         5%       (15)          03/08/08     $ 150,000.00
03/08/05   Conv.Debenture   Trey Resources(16)  5%       (15)          03/08/08     $ 150,000.00
03/08/05   Conv.Debenture   Cornell(17)         5%       (15)          03/08/08     $  50,000.00
03/08/05   Conv.Debenture   Trey Resources(17)  5%       (15)          03/08/08     $  50,000.00
03/08/05   Conv.Debenture   Cornell(18)         5%       (15)          03/08/08     $  62,500.00
03/08/05   Conv.Debenture   Trey Resources(18)  5%       (15)          03/08/08     $  62,500.00
03/08/05   Conv.Debenture   Cornell(19)         5%       (15)          03/08/08     $  62,500.00
03/08/05   Conv.Debenture   Trey Resources(19)  5%       (15)          03/08/08     $  62,500.00
03/08/05   Conv.Debenture   Cornell(20)         5%       (15)          03/08/08     $  17,386.98
03/08/05   Conv.Debenture   Trey Resources(20)  5%       (15)          03/08/08     $   3,695.21
03/31/05   Conv.Note        A. Byrne           12%        25%(9)       09/27/05(7)  $  54,241.10
03/31/05   Conv.Note        P. Byrne           12%        25%(9)       09/27/05(8)  $  53,452.05

                                                                      Total        $2,289,490.45
</TABLE>

(1)      Maturity date was renegotiated from March 31, 2005.

(2)      Conversion price is equal to 60% of the average closing bid price of
         our common stock for the ten trading days immediately preceding the
         conversion date. The holder has the option to convert after the second
         anniversary of the note.


                                      3
<PAGE>

(3)      The maturity date of March 31, 2005 was renegotiated.

(4)      The maturity date of March 1, 2005 was renegotiated.

(5)      Maturity date was renegotiated from the later of March 1, 2005 or
         ninety (90) days after Voyager One, Inc.'s registration statement filed
         August 26, 2004 has been declared effective to ninety (90) days after
         Voyager One's registration statement registering, to the extent
         permitted by the SEC, all shares of common stock to be issued under all
         convertible debentures purchased by Cornell Capital pursuant to the
         Securities Purchase Agreement dated May 14, 2004 has been declared
         effective.

(6)      This note has matured. We are currently negotiating with the noteholder
         for an extension of the due date.

(7)      A new convertible note was issued as a result of a renegotiated 24%
         promissory note payable due March 31, 2005 with a principal amount of
         $50,000.

(8)      A new convertible note was issued as a result of a renegotiated 24%
         promissory note payable due April 18, 2005 with a principal amount of
         $50,000.

(9)      Conversion price is equal to 75% of the average closing bid price of
         our common stock for the thirty trading days immediately preceding the
         conversion date provided Voyager One has been listed on a public market
         for ninety days. If Voyager One is not trading on any public market for
         ninety days then the option to convert is void.

(10)     New convertible note issued as a result of a renegotiated 24%
         promissory note payable due December 17, 2004 with a principal amount
         of $56,125.

(11)     New convertible note issued as a result of a renegotiated 24%
         promissory note payable due January 3, 2005 with a principal amount of
         $35,000.

(12)     New convertible note issued as a result of a renegotiated 12%
         promissory note payable due January 9, 2005 with a principal amount of
         $82,500.

(13)     Conversion price is equal to 50% of the average closing bid price of
         our common stock for the thirty trading days immediately preceding the
         conversion date provided Voyager One has been listed on a public market
         for ninety days. If Voyager One is not trading on any public market for
         ninety days then the option to convert is void.

(14)     New convertible notes issued as a result of renegotiated 12%
         convertible notes due February 1, 2005 which were issued by Silicon
         Film Technologies, Inc. prior to its acquisition by Voyager One. Upon
         maturity, the holder had the option to convert all or part of the
         principal and interest due into common stock of Silicon Film
         Technologies at a fifty percent discount to the closing bid price of
         the stock at the close of business on January 31, 2005. The
         renegotiated notes are convertible into shares of Voyager One common
         stock provided that we are trading on a public market for a period of
         ninety days. If we are not trading on a public market for ninety days
         then the conversion feature is void. The maturity dates were also
         renegotiated as indicated.

(15)     Conversion price is equal to the lower of (i) 150% of the lowest
         initial bid price of the common stock as submitted by a market maker
         and approved by the National Association of Securities Dealers or (ii)
         50% of the lowest closing bid price of our common stock for the five
         trading days immediately preceding the conversion date.

(16)     Issuance of one-half of a $300,000 debenture originally issued to
         Cornell Capital on May 21, 2004 pursuant to the Securities Purchase
         Agreement which was terminated on March 8, 2004 in accordance with an
         assignment agreement between Cornell Capital and Trey Resources of
         one-half of all debentures issued.

(17)     Issuance of one-half of a $100,000 debenture originally issued to
         Cornell Capital on May 21, 2004 pursuant to the Securities Purchase
         Agreement which was terminated on March 8, 2004 in accordance with an
         assignment agreement between Cornell Capital and Trey Resources of
         one-half of all debentures issued.

(18)     Issuance of one-half of a $125,000 debenture originally issued to
         Cornell Capital on August 26, 2004 pursuant to the Securities Purchase
         Agreement which was terminated on March 8, 2004 in accordance with an
         assignment agreement between Cornell Capital and Trey Resources of
         one-half of all debentures issued.


                                    4
<PAGE>

(19)     Issuance of one-half of a $125,000 debenture originally issued to
         Cornell Capital on November 22, 2004 pursuant to the Securities
         Purchase Agreement which was terminated on March 8, 2004 in accordance
         with an assignment agreement between Cornell Capital and Trey Resources
         of one-half of all debentures issued.

(20)     Represents interest earned but unpaid on four 5% convertible debentures
         totaling $650,000 initially issued to Cornell Capital in 2004 pursuant
         to the Securities Purchase Agreement which were subsequently terminated
         and re-issued in accordance with an assignment agreement dated December
         15, 2004 by Cornell Capital to Trey Resources of one-half of the
         debentures plus accrued but unpaid interest on a pro rata basis.
         Voyager One consented to the assignment on March 8, 2005.

(21)     This convertible note was issued on February 1, 2005 for $56,049.32 as
         a result of a renegotiated 12% convertible note payable with a
         principal amount of $50,000. It was recently discovered, while
         preparing the financials for this quarterly report, that there was an
         interest payment of $4,027.40 made to the holder on September 16, 2004
         thus reducing the amount of the original note upon maturity of February
         1, 2005 to $52,021.92. We are in the process of amending this note to
         reflect the accurate principal amount.

FINANCIAL RESOURCES AND LIQUIDITY

         Voyager One is accounted for as a development stage company. We had no
revenues for the three months ended March 31, 2005 and 2004. At March 31, 2005,
we had current assets of $1,000 and current liabilities of $2,904,379. As a
result, we had a working capital deficit of $2,903,379 at March 31, 2005. Our
working capital deficit means that we do not have sufficient current assets to
satisfy all of our current liabilities.

         For the three months ended March 31, 2005, cash used in operations was
$114,032, cash used in investing activities was $0.0, and cash provided by
financing activities was ($114,044). Net cash used in operations consisted
primarily of a net loss of $438,097 and a deposit of $6,696 held by the
Securities and Exchange Commission which represents returned filing fees that
are allowed to offset future filing fees offset by amortization and depreciation
of $86,218, imputed interest of $6,408, a bank overdraft of $53,959 which was
covered during the week of April 4, 2005, an increase in accounts payable of
$113,648, an increase in accrued liabilities of $236,998 and an increase in
accrued interest of $61,594. Net cash used in investing activities was 0.0. Net
cash provided by financing activities consisted of the issuance of notes payable
totaling $125,000 which was offset by payments on note payables of $67,000 and a
cancellation of a debt of $172,044. The termination of the Standby Equity
Distribution Agreement and related three-year convertible debentures issued to
Cornell Capital and Newbridge Securities in the amounts of $740,000 and $10,000,
respectively,(see discussion below) resulted in a $172,044 gain related to
previous amortization of the deferred financing costs and the imputed interest
recognition.

         Voyager One's primary need for cash during the next 12 months is to
satisfy current liabilities of $2.90 million, as well as to support Voyager
One's current operations. We have relied exclusively on external financing
to fund our operations and cover our up-front costs.

         In May 2004, Voyager One entered into a Securities Purchase Agreement
which was amended in August 2004 pursuant to which Cornell Capital Partners
agreed to purchase $1,100,000 of our 5% secured convertible debentures. Cornell
Capital has received a one-time structuring fee of $10,000 and will receive a
one-time commitment fee of 10% of the gross proceeds of the convertible
debentures. The commitment fee of 10% has been and will continue to be paid
proportionately in cash upon receipt of each distribution of proceeds. To date,
Voyager One has received gross proceeds of $650,000. The proceeds were used to
retire a note payable and for payroll and corporate obligations. The remaining
proceeds will be used for payroll and corporate obligations. Voyager One issued
to Cornell Capital three-year debentures on May 21, 2005 for $300,000, May 21,
2004 for $100,000, August 26, 2004 for $125,000 and November 22, 2004 for
$125,000. On December 15, 2004, Cornell Capital assigned one-half of the
convertible debentures plus accrued but unpaid interest on a pro rata basis to
Trey Resources, Inc. pursuant to a written agreement. On March 8, 2005, Voyager
One consented to the assignment whereupon Cornell Capital terminated the
original debentures and, concurrently, Voyager One issued new debentures to
Cornell Capital and Trey Resources, Inc., each, in the amounts of $150,000,
$50,000, $62,500 and $62,500 in accordance with the assignment. Voyager One also
issued additional 5% convertible debentures, effective March 8, 2005, to
Cornell Capital in the amount of $17,386.98 and Trey Resources in the amount of
$3,695.21 which represent all interest earned pro rata on the original four
debentures up to termination. The maturity date of the debentures is three years
from the date of issuance. The balance of the proceeds will be paid by Cornell
Capital as follows: $100,000 within five business days of Voyager One's common
stock being approved for quotation on the Over-the-Counter Bulletin Board and
$350,000 within five business days of the registration statement registering
all shares of common stock underlying the debentures issued pursuant to the
Securities Purchase Agreement being declared effective by the Securities and
Exchange Commission. Trey Resources, Inc. has agreed to purchase up to $225,000
of the remaining convertible debentures. This information was provided to us by
Cornell Capital, but we have not independently investigated this fact. We
intend to use these proceeds for general working capital purposes and to pay
the 10% commitment fee.

                                      5

<PAGE>

         The debentures are convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of (i) 150% of the lowest
initial bid price of the common stock as submitted by a market maker and
approved by the National Association of Securities Dealers or (ii) 50% of the
lowest closing bid price of the common stock for the five trading days
immediately preceding the conversion date. Except upon an event of default,
these debentures are not convertible if such conversion would result in the
holder beneficially owning more than 4.9% of our outstanding common stock. At
maturity, Voyager One has the option to either pay the holder the outstanding
principal balance and accrued interest or to convert the debentures into shares
of common stock at a conversion price equal to the lower of (i) 150% of the
lowest initial bid price of the common stock as submitted by a market maker and
approved by the National Association of Securities Dealers or (ii) 50% of the
lowest closing bid price of the common stock for the five trading days
immediately preceding the conversion date. Prior to maturity, Voyager One has
the option to redeem a portion or all of the outstanding debentures at a price
of 150% of the amount redeemed plus accrued interest. In the event the
debentures are redeemed, then Voyager One will issue to the holder a warrant to
purchase 50,000 shares for every $100,000 redeemed. The warrant is exercisable
on a cash basis at an exercise price equal to 150% of the lowest initial bid
price of the common stock as submitted by a market maker and approved by the
National Association of Securities Dealers. The convertible debentures are
secured by all of Voyager One's assets.

         In June 2004, Voyager One entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners. Subsequently, we determined that it
would be in our best interest to terminate this agreement. On March 17, 2005, by
the mutual agreement of the parties, the Standby Equity Distribution Agreement,
related transaction documents entered into on the same date, and the convertible
debentures issued to Cornell Capital and Newbridge Securities Corporation in the
amounts of $740,000 and $10,000, respectively, were terminated by written
agreement. All rights and obligations under the agreement, related transaction
documents and convertible debentures were cancelled. The termination in March
2005 arose as a result of the Company's prior discussions with the SEC, which
indicated that the sales of securities under the securities purchase agreement,
including the issuance of the convertible debentures thereunder, the
transactions under the standby equity distribution agreement and the issuance of
$750,000 convertible debentures could be viewed as a single transaction and, if
so viewed, might not be consistent with the SEC guidelines regarding equity
lines. Cornell Capital and Newbridge Securities agreed with the Company to
terminate their $740,000 and $10,000 convertible debentures, respectively,
because we viewed these debentures as additional "consideration" for Cornell
Capital and "consideration" for Newbridge Securities associated with the equity
line. With the equity line terminated, a primary rationale for issuing these
debentures was eliminated. This termination resulted in a $172,044 gain related
to previous amortization of the deferred financing costs and the imputed
interest recognition.

         Our current cash assets at March 31, 2005 were $1,000. We anticipate
raising $700,000 within ninety days of our registration statement filed March
31, 2005 with the Securities and Exchange Commission being declared effective.
On May 11, 2005, Voyager One, Inc. received notification from the Securities and
Exchange Commission that our registration statement on Form SB-2 originally
filed March 31, 2005 as amended was declared effective. Our registration
statement registers for resale 1,690,560 shares of our common stock held by the
selling security holders named in the registration statement. Voyager One, Inc.
intends to file, through a market maker, an information statement on Form
15c-211 with the National Association of Securities Dealers, Inc. for quotation
of our common stock on the Over The Counter Bulletin Board. This information was
filed on Form 8-K with the Securities and Exchange Commission on May 16, 2005.
While Voyager One will not receive any proceeds from the sale of shares under
the registration statement, we expect to receive $450,000 as gross proceeds from
the sale of convertible debentures to Cornell Capital under our securities
purchase agreement with them and $250,000 from other unaffiliated third parties
through loans and financing arrangements. Upon our receipt of these funds, we
expect fiscal restraints should ease, and we should be able to procure the
components and services for our prototype custom board design. Testing our
prototype should occur within two months afterwards.

         Voyager One is also exploring other transactions that will fit its
business model and assist Voyager One in meeting the demands of the research and
development and product-offering segment of the business. Voyager One will need
to raise additional capital to finance growth. Such capital is expected to come
from the sale of securities, funds provided by certain officers and directors,
loans and financing arrangements with third parties.

         Overall, we expect that, in the next two years, we will need to raise
$30 million to $50 million to fund additional acquisitions, current and future
projects. Of this amount, we anticipate a need to raise between $10 million to
$20 million to finance our expenses from operations and capital expenditures
over the next twelve months (including professional fees; lab, test and
manufacturing equipment; tooling; production costs; inventory costs and
software). We currently do not have any financing arrangements or agreements in
place to obtain the funds necessary to cover these operational expenses and
capital expenditures. There is no guarantee that Voyager One will be able to
raise enough capital or generate revenues to sustain its operations. If we are
unsuccessful in obtaining additional working capital we may need to reduce
operations that may result in a lower stock price or cause us to cease
operations altogether.


                                      6

<PAGE>

         If we receive additional working capital, we plan to significantly
increase our employees and assets in the form of equipment and inventory to
execute our business plan.

EXPECTED PURCHASE OF SIGNIFICANT EQUIPMENT

         If sufficient capital is obtained, we plan to purchase significant
capital items through 2007. We will adjust these to meet the available cash flow
of operations. These purchases will be depreciated accordingly and are broken
down into the following categories:

a) Furniture: Plan is for general office type furnishing, desks, chairs, etc.

         2nd quarter 2005                 $0
         3rd & 4th quarters 2005     $60,000
         1st & 2nd quarters 2006     $30,000
         3rd & 4th quarters 2006     $12,000
         1st & 2nd quarters 2007     $12,000
         3rd & 4th quarters 2007     $12,000

b) Office equipment: Includes items such as Computers, Fax, Copiers, Printers.

         2nd quarter 2005                 $0
         3rd & 4th quarters 2005     $60,000
         1st & 2nd quarters 2006     $30,000
         3rd & 4th quarters 2006     $12,000
         1st & 2nd quarters 2007     $12,000
         3rd & 4th quarters 2007     $12,000

c) Software: Specialized software for Accounting, Product Development,
Inventory, Image Processor Source Code, etc.

         2nd quarter 2005           $200,000
         3rd & 4th quarters 2005     $60,000
         1st & 2nd quarters 2006     $30,000
         3rd & 4th quarters 2006     $30,000
         1st & 2nd quarters 2007     $15,000
         3rd & 4th quarters 2007     $15,000

d) Lab & Test Equipment: Includes Oscilloscopes, Vision System, Imager Test
Stations, Microscopes, Circuit Test Stations and Final Product Test Stations,
Etc.

         2nd quarter 2005            $60,000
         3rd & 4th quarters 2005    $190,000
         1st & 2nd quarters 2006    $150,000
         3rd & 4th quarters 2006    $150,000

e) Fabrication Equipment: Includes Imager Packaging Fixtures, Assembly
Equipment, Epoxy Dispensing Equipment, Ovens, etc.

         2nd quarter 2005                 $0
         3rd & 4th quarters 2005    $600,000
         1st & 2nd quarters 2006    $450,000
         3rd & 4th quarters 2006    $150,000
         1st & 2nd quarters 2007    $150,000

f) Imager Design & Tooling: Includes Design of Pixels, Imager and Photo Tooling
Masks to Produce CMOS Imagers and related Semiconductors.

         2nd quarter 2005                 $0
         3rd & 4th quarters 2005    $500,000
         1st & 2nd quarters 2006    $150,000
         3rd & 4th quarters 2006    $300,000

g) Production Tooling: Includes Plastic Injection Molding Molds, Metal Stamping
Dies, Circuit Board Dies, Die Cut Dies, etc.

         2nd quarter 2005                 $0
         3rd & 4th quarters 2005  $1,000,000
         1st & 2nd quarters 2006    $300,000
         3rd & 4th quarters 2006    $100,000
         1st & 2nd quarters 2007    $100,000

EXPECTED SIGNIFICANT CHANGES IN NUMBER OF EMPLOYEES

         As of March 31, 2005, we had five (5) full-time employees, and two (2)
part-time employees. Four are in Administration & Operations and three are in
Product Development. None of our employees are represented by a labor
organization and we are not party to any collective bargaining agreements.

         By the year end of 2005, we anticipate hiring twelve (12) additional
employees. Three in manufacturing, five in sales and marketing, two in product
development and two in administration and operations. This would bring our total
number of employees to 19. Additional resources needed will be outsourced.


                                      7
<PAGE>

                           PRODUCT DEVELOPMENT

INTELLECTUAL PROPERTY

         In February 2003, Silicon Film Technologies, Inc., our wholly-owned
subsidiary, purchased from Quest Manufacturing, Inc. (an entity controlled by
John Lichter) all the non-cash assets and assumed one accounts payable of a
now-bankrupt California company for a total purchase price of $1,158,250
pursuant to an Asset Purchase Agreement. Neither John Lichter, our chief
executive officer, nor Sebastien DuFort, our president, were employees of
the California company.

         All of the patents purchased from Quest Manufacturing, Inc. are the
subject of assignments which conveyed all rights, title and interest in the
underlying patents. Some of the patents are the subject of a licensing agreement
between an unaffiliated third party, Itzchak Sapir, and the now-bankrupt
California based company. Pursuant to the licensing agreement and amendment
thereto, the inventor, Itzchak Sapir is to receive a royalty payment of 1.5% of
all electronic film sales.

         Voyager One has also retained KMOB to maintain our current intellectual
property rights relating to our EFS. They have followed an aggressive strategy
of protecting our current intellectual property rights and are in the process of
perfecting assignments of issued patents and trademarks that were purchased by
Voyager One. Voyager One also intends to aggressively protect intellectual
property created through our ongoing development efforts.

INTELLECTUAL PROPERTY PATENTS

         Voyager One has five issued United States patents and
one issued and one pending foreign patents applying to the EFS and generally
related to attributes of the EFS. Voyager One owns all rights, title and
interest in the technology and intellectual property which is the subject of the
royalty bearing licensing agreement and amendment thereto and assignment with
Itzchak Sapir.

         Our issued United States patents involve the following inventions and
designs:

     Apparatus for operating a film camera-#5282040:
          Filed: August 25, 1995, Issued: January 25, 1994,
          Expires: May 7, 2011;

     An apparatus for electronic photography using a conventional
          film camera-#5452000:
          Filed: October 26, 1993,
          Issued: September 19, 1995,
          Expires: May 7, 2011

     An image sensor package with image plane references-#6147389:
          Filed: July 27, 1999,
          Issued: November 14, 2000,
          Expires: July 27, 2019

     System and method for operating an electronic film camera- #6370339:
          Filed: November 12, 1999,
          Issued: April 9, 2002,
          Expires: November 12, 2019

     E-film cartridge with sensor avoidance feature-#6393224:
          Filed: July 14, 2000,
          Issued: May 21, 2002,
          Expires: July 14, 2020


         Our issued Hong Kong patent involves the following invention and
design:

     Apparatus for operating a conventional film camera in an electronic
     mode-#HK1004077:
          Filed: April 15, 1998,
          Issued: November 13, 1998,
          Expires: May 7, 2011

         We have one patent pending in Canada involving the following invention
and design:

     Electronic photo album and method of film processing:
          Application #2329723,
          Filed April 26, 1999.

                                      8


<PAGE>

INTELLECTUAL PROPERTY TRADEMARKS

         We have one registered and two pending United States trademarks and
four registered foreign trademarks. The registered trademark is a stylized (e).
Our pending trademarks cover the marks "Silicon Film" and "Silicon Film
Technologies."

         Our foreign registered trademarks cover the stylized (E) mark in Mexico
and the "Silicon Film" mark in Australia, New Zealand and Switzerland.

INTELLECTUAL PROPERTY DOMAIN NAMES

         We have 2 registered domain names: www.siliconfilm.com, expiring in
2012, and www.side.com, expiring in 2008.

TIMELINES

         Voyager One intends to continue the development activities in three
products as defined below:

          4 Mega-Pixel Electronic Film System (EFS-4)
         10 Mega-Pixel Electronic Film System (EFS-10)
         18 Mega-Pixel Electronic Film System (EFS-18)

         We intend to develop each project over several phases that will include
defining the product requirements, engineering development, prototype
development, engineering and system tests, manufacturing and sustaining
engineering.

         During the product definition phase, industry trends along with
comparable products are reviewed and product requirements are then outlined.
Concurrently, engineering evaluates and selects appropriate technologies to
match the market requirements.

         Engineering may start electrical architecture and explore
mechanical/industrial design concepts to help determine the total scope of the
project. At the end of this phase the resource requirements, high level
schedule, development costs and "bill of material" cost estimates have been
completed. Once the project has been determined to benefit Voyager One,
engineering development can begin where detailed circuit schematics
software/firmware code, and mechanical design drawings specifications can be
prepared. Once the initial engineering is completed, a prototype can be
manufactured. The prototype manufacturing requires printed circuit board
assembly, purchased "standard" components along with custom mechanical parts to
complete the system assembly. The system assembly can then be put through
rigorous hardware and system level tests to verity the functionality, robustness
and the reliability of the design. Typically more than one version of the
prototype is manufactured due to issues found in testing and then corrected with
the subsequent versions. Once the prototype has adequately passed the testing,
the final specifications are then used to procure tools to produce the parts in
higher volume to obtain a lower production cost and consistent quality. While
the tools are time consuming and expensive to produce, this process will only be
started when there is high confidence in the design and there will be minimal
corrections during this phase. Additional systems will be manufactured using the
production process and production tools. These pre-productions systems will be
put through additional rigorous testing to validate that the production tools
and processes are adequate to produce consistent assemblies that meet product
requirements. Additionally, these pre-production systems may be used in user
interface testing with potential customers to get feedback and correct any
overlooked issues with the software or hardware. The pre-production systems are
built on the intended final manufacturing line or site and any manufacturing
processes or tests will be exercised and validated to ready the manufacturing
line for high volume production. After final testing has been found acceptable,
the system is declared ready for high volume production. We anticipate that the
total development process will take approximately 12 months from product
definition to high volume production, and will vary depending on project
complexity and scope. Once the product is in high volume manufacturing, the
product is refined by the sustaining engineering based on customer service
feedback and field issues. The sustaining engineering effort also includes
notification to development engineers and business development personnel of
issues or improvements to current products to include in subsequent products.


                                      9
<PAGE>

         The resources required during development will vary and will consist of
personnel with different skills and will include electrical engineers,
mechanical engineers, software engineers, tooling engineers, project
administrators, and manufacturing engineers. Some resources may be outsourced
depending on the skill required and the time frame in which the skill is needed.
It is the intention to permanently hire certain skills if it is critically
required to succeed or to build on core competencies.

         Two outsourced technical development companies have been
under arrangements to work on the product development of the EFS-4. Applied
Color Science, Inc. has been engaged to assist in the development of the 4
mega-pixel sensor and related technologies due to their expertise in digital
camera systems and image processing. In March and April 2004, we issued two
purchase orders to Applied Color Science to build our 4 mega-pixel prototype for
a flat rate per written estimated quote and an additional 20 hours of technical
assistance at a fixed hourly rate, which includes the support of industrial
design activities, the evaluation of sensor packaging, the preparation of
specification requirements and the evaluation of feedback from Fill Factory, our
CMOS sensor manufacturer. We do not have a formal written agreement with Applied
Color Science. One of our former employees now works for Applied Color Science
and rendered (on behalf of Applied Color Science) new product introduction
support services to us. Applied Color Science invoices us monthly for these
particular services which ended October 31, 2004.

         In February 2004, we entered into consulting services arrangements with
IDE, Inc. under a project plan and budget estimate, to assist in the development
of the industrial and mechanical design of the EFS-4. We selected IDE because of
their familiarity with the EFS product family. The project plan calls for
multiple phases with each phase estimated at a flat rate which includes design
and engineering services, design models, prototypes and miscellaneous costs. The
project began upon payment of a retainer which was to be applied to the total
costs. After some work was completed on our prototype's design concept, we
informally halted IDE's work on the project, and we anticipate substantially
re-working the IDE project plan. We can cancel the project at any time upon
written notice. Upon termination, we would be required to compensate IDE for
services performed and cost of materials used or purchased prior to terminating
as well as liquidated damages in the amount of two weeks of services at an
agreed-upon rate.

         Additionally, two key suppliers, from which we do not have formal
written agreements, have been selected to be the primary technology suppliers of
the electronic components. Fill Factory, our selected image sensor supplier,
develops, produces and markets innovative and high-performance CMOS image
sensors, based on patented technologies and know-how built up over more than 15
years. In March 2004, we requested Fill Factory to manufacture and test limited
quantities of CMOS sensors for our prototypes at a fixed rate per sensor with
the net due in 30 days and a due date of June 15, 2004. We also requested them
to update the software configurations test plan for wafer testing at a fixed
rate with 50% payment upon issuance of the purchase order and 50% payment upon
receipt of the test plan. These requests were made under two purchase orders.
Fill Factory is currently in the testing phase.

         NuCORE Technology, Inc. has been selected as the image processor
supplier since the company has substantial expertise in both analog and digital
image processors. NuCORE provides complete development platforms based on its
chips, as well as software component building blocks including a high-level
software interface, and tools so that we can apply our own color science
techniques and algorithms. In May 2004, we issued one purchase order to NuCore
for a product development kit to evaluate their image processing chips per
written quote at a one-time fixed fee. Payment for service was due upon receipt.
We have made payment in full and subsequently received the development kit.

         The timelines below show the anticipated interim milestones
for the current three products and the costs in achieving the milestones.
The costs consist of engineering salaries, related travel and entertainment,
professional fees, prototypes, lab and test equipment, imager expenses,
fabrication equipment, tooling and software which are also included in
items c) through g) of the table of expected purchase of significant equipment
on page 27. The aggregate cost of significant capital items attributable to the
EFS-4 total $2,100,000 and are reflected in that table in items c) through e)
and g) through the 4th quarter of 2005. The $500,000 imager cost indicated in
item f) for the third and fourth quarters of 2005 is attributable to the EFS-10.
The EFS-4 capital item costs are also included in the second table below. The
following timelines may be altered depending on technical or business issues
that may occur to alter goals and priorities.

<TABLE>
     ---------------- ----------------------- ----------------------- -------------------- ------------------
     Product           Product Requirements        Engineering            System Test        Manufacturing
                                                   Development
     ---------------- ----------------------- ----------------------- -------------------- ------------------
<S>                          <C>                     <C>                    <C>                 <C>
     EFS-4                  Complete                2Q 2005                3Q 2005             4Q 2005
     ---------------- ----------------------- ----------------------- -------------------- ------------------
     EFS-10                 3Q 2005                 1Q 2006                2Q 2006             3Q 2006
     ---------------- ----------------------- ----------------------- -------------------- ------------------
     EFS-18                 2Q 2006                 3Q 2006                4Q 2006             1Q 2007
     ---------------- ----------------------- ----------------------- -------------------- ------------------
</TABLE>

                                      10
<PAGE>

         We intend that the EFS product line will extensively leverage prior
products in hardware and software to allow subsequent products to be developed
at lower cost. Feature sets for subsequent products have been under
consideration on a high level and accounted for as much as technically possible
in the current design. One example, for the EFS-18 a user may want a larger,
higher resolution viewing display to examine the higher resolution images
captured by the sensor. The larger display has been accounted for in the initial
design of the EFS-4. The EFS-18 will be able to use the mechanical and
electrical design with lower cost minor changes in the tooling and the circuit
layout preventing a total redesign of the product for this one feature change.

<TABLE>
     -------------------- ---------------- --------------- --------------- ---------------- ----------------
     Product                   1H 2005        2H 2005          1H 2006        2H 2006       1H 2007
     -------------------- ---------------- --------------- --------------- ---------------- ----------------
<S>                              <C>            <C>              <C>            <C>           <C>
     EFS-4                     $600,000       $2,700,000
     -------------------- ---------------- --------------- --------------- ---------------- ----------------
     EFS-10                                     $860,000      $1,850,000        $290,000
     -------------------- ---------------- --------------- --------------- ---------------- ----------------
     EFS-18                                                            0      $1,600,000     $700,000
     -------------------- ---------  ----- --------------- --------------- ---------------- ----------------
     Total                     $600,000       $3,560,000      $1,850,000      $1,890,000     $700,000
     -------------------- ---------------- --------------- ----------------- --------------- ---------------
     -------------------- ---------------- -------------- ------------------ --------------- ---------------
</TABLE>

         Manufacturing of the EFS family will take expertise in electronics
manufacturing and procurement. Voyager One does not plan to directly manufacture
the devices and will rely on contract manufacturers to support production
goals. Plans for a manufacturer need to be developed.

SALES AND DISTRIBUTION

         Our sales and distribution strategy comprises a two-phase approach.
During the initial phase, beginning with the introduction of our EFS4, we intend
to use a focused, controlled, distribution strategy to target computer-savvy
consumers. As market penetration increases and we introduce additional products,
we will expand sales through distribution partners.

         We intend to initially sell quantities of our products directly over
the internet through our website, www.side.com. We expect to launch the
e-commerce site in the second half of 2005. Benefits of an internet launch
include the ability to serve customers worldwide, retain value in margin
capture, and avoid widespread, expensive, inventory stocking.

         We believe that there are many benefits to a controlled launch of our
products. With this controlled internet launch, we will be able to test reaction
to our product, overcome any potential (unforeseen) logistical hurdles, adjust
SKU mix, and refine our production scheduling and manufacturing plans. In
general terms, this approach:

         o        validates critical assumptions in the business plan
         o        shifts focus from development to execution
         o        demonstrates gaps in organization capabilities versus need
         o        mitigates risk of unforeseen product problems (E.G., software
                  bugs and the like)
         o        allows for iteration and refinement in product market strategy

         The e-launch should also allow us to have direct (albeit electronic)
interaction with our primary, and most desirable target market, the "prosumer"
(professional consumer) segment. Part of the strategy is to use the web as a
communications and customer relations' tool. We intend to register users through
our software, establish a customer database, and provide users with e-mail
notification of upgrades. We are also investigating the establishment of user
forum and chat rooms on our website, allowing the exchange of product use
information and "how to" tips. The site can be used for contests and other
promotions, and may also provide information on compatible products, such as
printers, software, lighting and flash systems, etc.

         In connection with liberal online communications and information, we
intend to offer quality technical support and customer service, including an
effective guarantee period, registered-user product upgrade pricing discounts,
and other services. The benefits of the web community and service approach
include brand building, user loyalty, repeat business, and the foundation for
other product offerings. In essence, the strategy is to create long-term
customer relationships.

         Members of our team have prior experience in establishing customer
support systems, as well as call centers, web page interfaces, and fulfillment
services. Direct Internet sales will be augmented with direct phone orders (an
"800" number) and customer support, for those who would prefer to order in that
fashion. We intend to engage a high-quality back-office telephone sales
organization on a contract basis.


                                      11
<PAGE>

         We intend that Voyager One's pricing strategy will be competitive with
other high resolution digital imaging solutions while generating aggregate gross
margins between 25% and 30% during the first three years of product sales. We
believe that our target niche market of 35mm SLR owners is less sensitive than
other markets. We currently intend to sell the EFS-4 system for less than $600.
Price points will be re-evaluated on an ongoing basis.

PROMOTION AND ADVERTISING

         We plan to promote EFS principally through focused efforts at our
target customer base through internet advertising, database mining, direct
mailings, industry trade shows, and publications oriented toward the 35mm SLR
market. We intend to build our target customer data base from our own website
inquiries, cross-mailings to registered users of photo management software
(e.g., Adobe Photo Shop), and additional market research. Initial advertising
will likely be narrowly-focused at the 35mm SLR market, and may include internet
links with camera manufacturers and other applicable websites, as well as
catalogs and a limited number of standard print advertising in trade magazines.

         Because of the novelty of our products, we believe that we may benefit
from the promotional nature of news surrounding the introduction of the EFS.
Editorial coverage of our technology and products is one of the most
cost-effective ways of conveying the value and potential of EFS to the
marketplace. We plan to actively place product reviews, announcements, and news
in a targeted group of periodicals, and to obtain editorial coverage in the
general business, photography, and computer peripheral media, as well as submit
the product for award consideration in the trade press.

         EFS has already been featured in more than 65 major trade, business,
and general interest publications, including TIME, POPULAR SCIENCE, DER SPIEGEL,
SHUTTERBUG and INVESTORS BUSINESS DAILY. Before the EFS launch, we intend to
conduct a press tour with key trade and business publications. We also intend to
participate in a number of photography and consumer electronics trade shows, to
be selected on a case by case basis, depending upon cost/benefit analysis,
product release timing, and opportunities at a particular venue. Our
predecessor's EFS-1 technology was formally introduced and demonstrated at the
2001 Photo Marketing Association trade show in Orlando, competing in the
Association's "Digital Camera Shootout" and garnering the "Innovative Digital
Product" Award for the show. The company's trade booth was well attended by
visitors and strategic partners alike as our presence clearly benefited from
strong word-of-mouth that EFS had achieved its breakthrough debut.

COMPETITION

         While we do not face any direct competition to our EFS products, there
are several ways to create digital images. The principal competitive
technologies are photo-quality digital camera bodies, scanners, and third-party
digital photo finishing. Each of these competing solutions presents a different
combination of tradeoffs of features, functionality, convenience and cost. Some
of the competing solutions are manufactured and marketed by companies that are
larger than us and that have greater access to capital and other scarce
resources than we do. We base our statements on the marketing and research and
development which began with the first generation product of our predecessors
electronic film system, the "EFS-1," and continues with our prototype for the
second generation, the "EFS-4".

         PHOTO-QUALITY DIGITAL CAMERAS Photo-quality digital cameras have
several attractive features, including liquid crystal display panels for
immediate image review, large feature sets, and expanded user interfaces. The
dominant participants in this area are Sony, Nikon, Kodak and Olympus. But
digital cameras generally lack such professional-level camera options as a wide
range of standard interchangeable lenses and through-the-lens viewing. Only
high-end models have features comparable to conventional 35mm single-lens reflex
(SLR) cameras, such as zoom lenses and built-in flash capabilities. Moreover,
these devices tend to use energy resources quickly, resulting in significant
consumable costs. Many consumer models require AA batteries, which can be
drained in as little as one hour of use. Our "EFS-4" prototype will use
rechargeable lithium ion batteries, which will reduce consumable costs.

         Other disadvantages include incompatible hardware, inconsistent storage
formats, and incompatible connectivity cords, cables, and file transfer methods.
A recent US NEWS AND WORLD REPORT article concluded that "consumer digital
cameras simply don't deliver the quality or flexibility users have come to
expect from film cameras."


                                      12
<PAGE>

         Similarities with our EFS include the use of memory cards in order to
shoot more than one set of images and the necessity of purchasing a new system
in order to upgrade a camera's image resolution. Also, like our EFS, many
digital SLR cameras have a field of vision multiplier greater than one. The
field of vision multiplier is the magnification of the image. Film is valued at
one. Since our sensor is thicker than film and must be placed in the film
compartment, our imaging sensor must be smaller than a single frame of 35mm film
thereby making our field of vision multiplier equal to 1.3. A field of vision
multiplier greater than one can be considered a disadvantage to film purists
because image size is not identical to film. While there are some digital SLR
cameras with multipliers of one most equal our value of 1.3 or greater. However,
the field of vision multiplier can also be considered an advantage to those who
want more pseudo-magnification performance from their lenses. Since the imaging
area is smaller than film, the image captured must be made larger to print the
same size photo. This in effect "zooms" in the image by the filed of vision
multiplier.

         Our products, by contrast, provide the flexibility and choice of
conventional or electronic film formats, and deliver the benefits of digital
imaging without the hassle, complexity, and cost of exchanging existing camera
equipment. Our product design is unique in that it accommodates virtually all
35mm camera bodies by utilizing simple adjustments by the user. While the
integration of our EFS device with a conventional 35mm SLR camera will add some
bulk and weight to the camera body, it will be minimal. Our product consists of
two major components, the module and the imaging sensor cartridge. The module
attaches to the bottom of virtually all cameras using the standard tripod
mounting thread. The module is expected to be adaptable to fit centered on
virtually any camera body through the use of mechanisms to lock it in position.
The imaging sensor cartridge, instead of film, is inserted in the film cavity
inside the camera body. The image sensor cartridge will meet the cross section
of minimum sizes of virtually all camera bodies so that one cartridge size can
be used. A cable attached to the cartridge is routed through the seam between
the camera door and the camera body. The cable will also be adjustable to allow
for the locking mechanism in the door seam resulting from minor variations in
camera design. The user would connect this cable to the module using a connector
attached to the cable. Removing the imaging sensor cartridge from the camera
will return it to a conventional film camera. The imaging sensor cartridge would
be able to be stored in the module when not in use in the camera body.

         DIGITAL CAMERA BODIES To address the needs of photographers wishing to
use their existing lenses on a digital camera body, manufactures such as Nikon,
Kodak, Canon, and Minolta offer digital cameras based upon conventional 35mm SLR
camera bodies. These products are generally very costly, ranging in price from
approximately $900 to more than $4,500 per unit. The market for these camera
bodies is largely limited, therefore, to the professional and photojournalism
segments, and general market penetration has been negligible. A further
disadvantage of such systems is that each product is limited to one camera
system brand. Our second generation product, "the EFS-4," will have advantages
over digital camera bodies by retailing at a substantially lower price and by
attaching to virtually all camera models.

         PHOTO-QUALITY SCANNERS Notwithstanding the growth of digital camera
sales, the most common method of digitizing images is currently the scanning
process, through which conventional negatives, slides, and prints can all be
converted into digital data. With resolutions ranging from two to six
mega-pixels, low-cost film scanners present a compelling value proposition and
allow enlargement and image cropping features that are not practicable with
digital cameras and the EFS system. Scanners with 36-bit color depth are able to
capture more colors than digital cameras and to provide extremely smooth
gradients, color ramps, and tonal variations. Finally, scanners allow
photographers to retain the many advantages of conventional film, including its
wide dynamic range, and ability to produce magnification enlargements from the
original slide or negative. Over the past year, photo-quality scanners have
declined significantly in price and improved their capabilities and image
quality. Current prices range from less than $100 to more than $2,000, with even
inexpensive units providing exceptional resolution and color fidelity. The
larger players in this area are Hewlett Packard and Epson.

         Traditional scanning produces adequate results most of the time, but
the need to develop each image prior to scanning makes the process quite
time-consuming and costly. To produce a scanned image, the user must purchase
conventional film, take the picture, develop the film, and scan the negative or
print. For novice users, the successful scanning of even a handful of images can
often take several minutes to an hour and requires the additional purchase of a
scanner.

         THIRD PARTY DIGITAL PHOTO FINISHING Photo CD image scanning
digitization services, including the Kodak/Intel Picture CD product and range of
emerging Internet-based offerings, are now available to conventional film-based
photographers. Advantages include the ability to capture all of the image
information available on film, software compatibility, and the archival
characteristics of the medium itself. Disadvantages include the delay in
processing and the need to pay for the processing of entire roll of images even
if the user only wants a few selected shots to be digitized. For most
photo-finishing outlets, photo CD scanning must be done at another facility,
further increasing turnaround times. And unlike direct digital photography,
image capture is not free.


                                      13
<PAGE>

         COMPETITIVE POSITIONING OF EFS Digital images generally have a much
lower resolution than conventional pictures. For web applications, the image
resolution is usually kept to a minimum to reduce data file sizes for image
transfer and storage, as large data files take a lot of time to transfer and
consume a significant amount of memory. Most experts believe, however, that a
digital image can achieve near photo quality in a web application with an image
resolution of one million pixels (1 mega-pixel) for up to a 4" X 6" print, two
mega-pixels for a 8" X 10" print, and four mega-pixel for poster size images.
Most web applications do not require the production of 4" X 6" prints, and some
digital cameras currently available in the market do not even offer one
mega-pixel resolution.

         Digital images used in web applications often have a much lower
resolution than EFS, high-end digital cameras, or scanners can deliver. Hence,
once certain thresholds are crossed, few material quality advantages separate
one system from another. Critical elements in the potential customer's purchase
decision will likely be based on price, cost of accessories (batteries, memory
cards, etc.), convenience, and flexibility.

         We believe that the EFS will be a compelling product for the installed
base of 35mm SLR camera owners who want to capture digital images because of our
product's ability to deliver quality pictures and provide the user with the
convenience of familiarity, the flexibility of choice, and functionality of
quality at a reasonable price. We also believe that the EFS system cost will be
significantly lower than the cost of the digital camera alternatives because the
EFS system would allow users to forego the additional costs associated with
digital cameras, including the cost of disposable batteries.

WEBSITE

         We intend to launch, in the second half of 2005, a full-featured
website located at www.side.com which would contain product information, company
background data, industry links, etc. We believe that the website will be a
critical component to Voyager One's sales and distribution strategy. It will
serve as (i) the electronic marketplace for our first products, and (ii) a
digital imaging portal site and virtual EFS community center for early adopters.
The website is currently hosted by NTX, a company that provides high quality web
hosting, development, and connectivity services, and that has direct experience
providing development services and hosting e-commerce.

CUSTOMER SUPPORT AND FULFILLMENT

         It is our goal to provide superior customer service and technical
support by outsourcing these functions to experts in their respective fields. We
plan to engage Protocol Marketing Group to provide customer service support
(pre-sales customer inquiries and order processing) and a technical support
service, (post sales response to quickly resolve any hardware or software user
inquiries), as well as fulfillment. Protocol provides 24-hour/7 day support via
Internet, email, or toll-free voice response and are multilingual for
professional response to international customer needs. Furthermore, these
services are integrated into our e-commerce business model to efficiently handle
order processing, credit approvals, fulfillment, and ultimately any required
exchange of product to ensure customer satisfaction.

Item 3.  Controls and Procedures.

         Our President and Treasurer/Chief Financial Officer (the "Certifying
Officer") is responsible for establishing and maintaining disclosure controls
and procedures and internal controls and procedures for financial reporting for
the Company. The Certifying Officer has designed such disclosure controls and
procedures and internal controls and procedures for financial reporting to
ensure that material information is made known to him, particularly during the
period in which this report was prepared. The Certifying Officer has evaluated
the effectiveness of the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting as of March 31, 2005
and believes that the Company's disclosure controls and procedures and internal
controls and procedures for financial reporting are effective based on the
required evaluation. There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                                      14
<PAGE>

                        PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         We are not a party to any material pending legal proceedings.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         On January 1, 2005, Voyager One issued to John Hemmel an unsecured 12%
$50,000 subordinated convertible note payable with principal and interest due on
July 12, 2005. Funds were received on January 13, 2005. Voyager One, at its
option, may at any time prior to the maturity date redeem the note in whole or
in part at 110% of the face value of the original principal plus accrued
interest. The note is convertible into common stock after Voyager One has been
listed on a public market for ninety days at a 25% discount to the average
closing bid price for thirty trading days immediately preceding the conversion
date. If Voyager One's common stock is not traded on any public market, the
conversion option is void.

         On January 3, 2005, Voyager One issued to David Matz an unsecured 12%
$35,752.75 subordinated convertible note payable with principal and interest due
on July 2, 2005. Voyager One, at its option, may at any time prior to the
maturity date, redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 25% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

         On January 9, 2005, Voyager One issued to Patrick O'Keefe an unsecured
12% $82,500.00 subordinated convertible note payable with principal and interest
due on July 8, 2005. Voyager One, at its option, may at any time prior to the
maturity date, redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 25% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

         On January 11, 2005, Voyager One issued to Jeffrey Nolan an unsecured
12% $50,000.00 subordinated convertible note payable with principal and interest
due on July 10, 2005. Voyager One, at its option, may at any time prior to the
maturity date redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 25% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

         On February 1, 2005, Voyager One issued to Patrick and Anna Byrne an
unsecured 12% $56,049.32 subordinated convertible note payable with principal
and interest due on July 31, 2005. Voyager One, at its option, may at any time
prior to the maturity date redeem the note in whole or in part at 110% of the
face value of the original principal plus accrued interest. The note is
convertible into common stock after Voyager One has been listed on a public
market for ninety days at a 50% discount to the average closing bid price for
thirty trading days immediately preceding the conversion date. If Voyager One's
common stock is not traded on any public market, then the conversion option is
void.

         On February 1, 2005, Voyager One issued to Ford T. and Marianne
Culbertson an unsecured 12% $27,934.25 subordinated convertible note payable
with principal and interest due on July 31, 2005. Voyager One, at its option,
may at any time prior to the maturity date redeem the note in whole or in part
at 110% of the face value of the original principal plus accrued interest. The
note is convertible into common stock after Voyager One has been listed on a
public market for ninety days at a 50% discount to the average closing bid price
for thirty trading days immediately preceding the conversion date. If Voyager
One's common stock is not traded on any public market, then the conversion
option is void.

         On February 1, 2005, Voyager One issued to Camille Didonato an
unsecured 12% $27,802.74 subordinated convertible note payable with principal
and interest due on July 31, 2005. Voyager One, at its option, may at any time
prior to the maturity date redeem the note in whole or in part at 110% of the
face value of the original principal plus accrued interest. The note is
convertible into common stock after Voyager One has been listed on a public
market for ninety days at a 50% discount to the average closing bid price for
thirty trading days immediately preceding the conversion date. If Voyager One's
common stock is not traded on any public market, then the conversion option is
void.


                                      15
<PAGE>

         On February 1, 2005, Voyager One issued to Marlene Jassy an unsecured
12% $27,958.90 subordinated convertible note payable with principal and interest
due on July 31, 2005. Voyager One, at its option, may at any time prior to the
maturity date redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 50% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

         On February 1, 2005, Voyager One issued to Gayle Lamb an unsecured 12%
$56,049.32 subordinated convertible note payable with principal and interest due
on July 31, 2005. Voyager One, at its option, may at any time prior to the
maturity date redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 50% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void. This
convertible note was issued as a result of a renegotiated 12% convertible note
payable with a principal amount of $50,000. It was recently discovered, while
preparing the financials for this quarterly report, that there was an interest
payment of $4,027.40 made to the holder on September 16, 2004 thus reducing the
amount of the original note upon maturity of February 1, 2005 to $52,021.92. We
are in the process of amending this note to reflect the accurate principal
amount of $52,021.92.

         On February 1, 2005, Voyager One issued to Melissa McGrain an unsecured
12% $27,868.49 subordinated convertible note payable with principal and interest
due on July 31, 2005. Voyager One, at its option, may at any time prior to the
maturity date redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 50% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

         On February 1, 2005, Voyager One issued to Joan Prikos an unsecured 12%
$84,073.97 subordinated convertible note payable with principal and interest due
on July 31, 2005. Voyager One, at its option, may at any time prior to the
maturity date redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 50% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

                                      16


<PAGE>

         On March 8, 2005, Voyager One, Inc. consented to the assignment
executed on December 15, 2004 by Cornell Capital to Trey Resources, Inc., a
Delaware corporation, of one-half or $325,000 of the $650,000 convertible
debentures issued pursuant to the Securities Purchase Agreement plus accrued but
unpaid interest on a pro rata basis. In accordance with the assignment, Cornell
Capital terminated the original debentures issued on May 21, 2004 for $300,000
and $100,000, August 26, 2004 for $125,000 and November 22, 2004 for $125,000
and, concurrently, Voyager One issued new debentures in accordance with the
assignment as follows:

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Cornell
Capital, a 5% secured debenture in the amount of $150,000, or one-half of the
terminated May 21, 2004 debenture for $300,000. The debenture matures on March
8, 2008. The debenture is convertible at the holders' option any time up to
maturity at a conversion price equal to the lower of (i) 150% of the lowest
initial bid price of our common stock as submitted by a market maker and
approved by the National Association of Securities Dealers or (ii) 50% of the
lowest closing bid price of our common stock for the 5 trading days immediately
preceding the conversion date. Except upon an event of default, the debenture is
not convertible if such conversion would result in the holder beneficially
owning more than 4.9% of our outstanding common stock. At maturity, Voyager One,
Inc. has the option to either pay the holder the outstanding principal balance
and accrued interest or to convert the debentures into shares of common stock at
a conversion price equal to the lower of (i) 150% of the lowest initial bid
price of our common stock as submitted by a market maker and approved by the
National Association of Securities Dealers or (ii) 50% of the lowest closing bid
price of our common stock for the 5 trading days immediately preceding the
conversion date. Prior to maturity, Voyager One, Inc. has the option to redeem a
portion or all of the outstanding debenture at a price of 150% of the amount
redeemed plus accrued interest. If the debenture is redeemed, Voyager One, Inc.
will issue to Cornell Capital a warrant to purchase 50,000 shares of common
stock for every $100,000 redeemed. The warrant is exercisable on a cash basis at
an exercise price equal to 150% of the lowest initial bid price of our common
stock as submitted by a market maker and approved by the NASD. The debenture is
secured by all of Voyager One's assets.

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Trey
Resources, Inc., a 5% secured debenture in the amount of $150,000, or one-half
of the terminated May 21, 2004 debenture for $300,000. The debenture matures on
March 8, 2008. The remaning terms of the debenture are identical to those
referred to above.

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Cornell
Capital, a 5% secured debenture in the amount of $50,000, or one-half of the
terminated May 21, 2004 debenture for $100,000. The debenture matures on March
8, 2008. The remaining terms of the debenture are identical to those referred to
above.

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Trey
Resources, Inc., a 5% secured debenture in the amount of $50,000, or one-half of
the terminated May 21, 2004 debenture for $100,000. The debenture matures on
March 8, 2008. The remaining terms of the debenture are identical to those
referred to above.

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Cornell
Capital, a 5% secured debenture in the amount of $62,500, or one-half of the
terminated August 26, 2004 debenture. The debenture matures on March 8, 2008.
The remaining terms of the debenture are identical to those referred to above.

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Trey
Resources, Inc., a 5% secured debenture in the amount of $62,500, or one-half of
the terminated August 26, 2004 debenture. The debenture matures on March 8,
2008. The remaining terms of the debenture are identical to those referred to
above.

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Cornell
Capital, a 5% secured debenture in the amount of $62,500, or one-half of the
terminated November 22, 2004 debenture. The debenture matures on March 8, 2008.
The remaining terms of the debenture are identical to those referred to above.


                                      17
<PAGE>

         On March 8, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Trey
Resources, Inc., a 5% secured debenture in the amount of $62,500, or one-half of
the terminated November 22, 2004 debenture. The debenture matures on March 8,
2008. The remaining terms of the debenture are identical to those referred to
above.

         In April, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Cornell
Capital, a 5% secured debenture, effective March 8, 2005, in the amount of
$17,386.98 which represents all interest earned pro rata but unpaid on the
original four debentures issued to Cornell Capital pursuant to the Securities
Purchase Agreement up to termination. The debenture matures on March 8, 2008.
The remaining terms of the debenture are identical to those referred to above.

         In April, 2005, Voyager One, Inc., pursuant to the assignment between
Cornell Capital and Trey Resources, Inc. referred to above, issued to Trey
Resources, a 5% secured debenture, effective March 8, 2005, in the amount of
$3,695.21 which represents all interest earned pro rata but unpaid on the
original four debentures issued to Cornell Capital pursuant to the Securities
Purchase Agreement up to termination. The debenture matures on March 8, 2008.
The remaining terms of the debenture are identical to those referred to above.

         On March 17, 2005, the Standby Equity Distribution Agreement entered
into on June 10, 2004 and related transaction documents executed on the same
date including the $740,000 convertible debenture issued to Cornell Capital as a
one-time commitment fee and $10,000 convertible debenture issued to Newbridge
Securities Corporation, a registered broker-dealer, on May 21, 2004 as an
advisory fee were terminated pursuant to a written agreement. All rights and
obligations under the agreement, related transaction documents and convertible
debentures were cancelled. The termination in March 2005 arose as a result of
the Company's prior discussions with the SEC, which indicated that the sales of
securities under the securities purchase agreement, including the issuance of
the convertible debentures thereunder, the transactions under the standby equity
distribution agreement and the issuance of $750,000 convertible debentures could
be viewed as a single transaction and, if so viewed, might not be consistent
with the SEC guidelines regarding equity lines. Cornell Capital and Newbridge
Securities agreed with the Company to terminate their $740,000 and $10,000
convertible debentures, respectively, because we viewed these debentures as
additional "consideration" for Cornell Capital and "consideration" for Newbridge
Securities associated with the equity line. With the equity line terminated, a
primary rationale for issuing these debentures was eliminated.

          On March 31, 2005, Voyager One issued to Anna Byrne an unsecured 12%
$54,241.10 subordinated convertible note payable with principal and interest due
on September 27, 2005. Voyager One, at its option, may at any time prior to the
maturity date redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 25% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

         On March 31, 2005, Voyager One issued to Patrick Byrne an unsecured 12%
$53,452.05 subordinated convertible note payable with principal and interest due
on September 27, 2005. Voyager One, at its option, may at any time prior to the
maturity date redeem the note in whole or in part at 110% of the face value of
the original principal plus accrued interest. The note is convertible into
common stock after Voyager One has been listed on a public market for ninety
days at a 25% discount to the average closing bid price for thirty trading days
immediately preceding the conversion date. If Voyager One's common stock is not
traded on any public market, then the conversion option is void.

Item 3.  Defaults Upon Senior Securities.

         None.

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

         No matter was submitted to a vote of stockholders in the first quarter
of 2005.

Item 5.  Other Information.

         None.


                                        18
<PAGE>
<TABLE>

Item 6.

(a)      Exhibits.

------------------ ----------------------------------------------------------------- -----------------------------------------------
EXHIBIT NO.        DESCRIPTION                                                       LOCATION
-----------        -----------                                                       --------
------------------ ----------------------------------------------------------------- -----------------------------------------------
<S>                <C>                                                               <C>
------------------ ----------------------------------------------------------------- -----------------------------------------------
31.1               Certification of Chief Financial Officer Pursuant to              Provided herewith
                   Section 302 of the Sarbanes-Oxley Act
------------------------------------------------------------------------------------------------------------------------------------
31.2               Certification of Chief Executive Officer Pursuant to              Provided herewith
                   Section 302 of the Sarbanes-Oxley Act
------------------------------------------------------------------------------------------------------------------------------------
32                 Certification of Chief Executive Officer and Chief Financial      Provided herewith
                   Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
</TABLE>

(b)      Reports on 8-K during the quarter.

     None.


                                   Signatures
                                   ----------

    In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                               Voyager One, Inc.

                               By /s/ John Lichter
                                  --------------------------------------------
                                  John Lichter, Chief Executive Officer
                                  Date: 5/23/05

                               By /s/ Sebastien DuFort
                                  --------------------------------------------
                                  Sebastien DuFort, President and Acting Chief
                                  Financial Officer
                                  Date: 5/23/05

    Pursuant to the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

                               By /s/ John Lichter
                                  --------------------------------------------
                                  John Lichter, Chief Executive Officer and
                                  Director
                                  Date: 5/23/05

                               By /s/ Sebastien DuFort
                                  --------------------------------------------
                                  Sebastien DuFort, President and Acting Chief
                                  Financial Officer And Director
                                  Date: 5/23/05


                                       19