<PAGE>


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


                                    FORM 10-Q/A


                                   (Mark One)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008.

                                       OR

 / / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                  FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-32737

                             VOYAGER PETROLEUM, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

            Nevada                                            88-0492272
-------------------------------                           -------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

  123 East Ogden Avenue - Suite 102A
          Hinsdale, IL                                                  60521
----------------------------------------                              ---------
(Address of principal executive offices)                              (Zip code)

                    Issuer's telephone number: (630) 325-7130

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 / /

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]                  Accelerated filer [_]

Non-accelerated filer [_]                    Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 15, 2008, there were
159,681,874 outstanding shares of the Registrant's Common Stock, $0.001 par
value.


<PAGE>


                              EXPLANATORY NOTE

The purpose of this amendment is to modify the presentation of our gain on the
sale of equipment, loss on abandonment of assets and our stock option expense on
our Statement of Operations as originally filed with our March 31, 2008 Form
10-Q.

The gain on sale of equipment and loss on abandonment of assets are moved from a
non-operating expense to an operating expense. The placement of stock based
compensation related to the issuance of stock options was previously placed as a
separate line item. We have reclassified the components of payroll and
professional fees paid by stock options into the payroll and professional fee
categories in accordance with SAB 14F guidance. These presentation modifications
have no effect on net income or earnings per share as originally presented in
our March 31, 2008 Form 10-Q and only affects our inception to date information
on our Statement of Operations.


<PAGE>

<TABLE>
<CAPTION>
<S>     <C>



                                                     From inception     From inception
                                                     (June 28, 2002)    (June 28, 2002)
                                                           to                 to
                                                      March 31, 2008    March 31, 2008
                                                        (Restated)        (Restated)

                                                           As filed         Amended
                                                       -------------    -------------

Gross profit                                                  15,237           15,237

Operating, general and administrative expenses:
  Payroll                                                  3,200,436        4,366,130
  Professional fees                                        2,980,127        3,664,202
  Impairment charges related to intangible assets            135,275          135,275
  Option and warrant expense                               1,849,769
  Gain on sale of equipment                                       --          (26,564)
  Loss on abandonment of assets                                   --           10,663
  Other operating, general and administrative expense      2,962,985        2,962,724
                                                       -------------    -------------
                                                          11,128,592       11,112,431

Operating loss                                           (11,113,355)     (11,097,194)

Non-operating income (expense):
  Interest expense                                        (2,501,084)      (2,501,084)
  Interest income                                                278              278
  Gain on cancellation of financing fees                     172,044          172,044
  Gain on sale of equipment                                   26,564               --
  Warrant expense for financing costs                         (4,263)          (4,524)
  Loss on abandonment of assets                              (10,663)              --
                                                       -------------     -------------
                                                          (2,317,124)      (2,333,286)
                                                       -------------     -------------
Net loss                                               $ (13,430,479)   $ (13,430,479)
                                                       ==============    =============
</TABLE>

<PAGE>



                                TABLE OF CONTENTS


                                                                            Page
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements                                                1
Item 2.    Management's Discussion and Analysis or Plan of Operation          16
Item 3.    Quantitative and Qualitative Market Risk                           19
Item 4T.   Controls and Procedures                                            19

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings                                                  21
Item 1A.   Risk Factors                                                       21
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds        21
Item 3.    Defaults Upon Senior Securities                                    21
Item 4.    Submission of Matters to a Vote of Security Holders                21
Item 5.    Other Information                                                  21
Item 6.    Exhibits                                                           21

SIGNATURES                                                                    23





<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 March 31, 2008









<PAGE>


<TABLE>
<S>            <C>

                                   VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                     CONDENSED CONSOLIDATED BALANCE SHEET
                                                                                                 December 31,
                                                                                                     2007
                                                                                 March 31, 2008   (Restated)
                                                                                 ------------    ------------
                                     ASSETS
Current Assets:
Cash                                                                             $     89,280    $     14,976
Accounts Receivable                                                                        --          25,433
Other Receivables                                                                       1,629           1,604
Inventory                                                                             102,988          83,918
Prepaid Expenses                                                                       26,688          29,993
Prepaid Consulting Agreements                                                           7,459         279,415
Other Current Assets                                                                    7,136              --
                                                                                 ------------    ------------
           Total Current Assets                                                       235,180         435,339

Property and Equipment, net of accumulated depreciation of $25,246 and $16,335
  at March 31, 2008 and December 31, 2007, respectively                               592,031         402,974
Deposits                                                                               55,915          46,614
Deferred Financing Costs, net of accumulated amortization of $126,054 and
  $109,212, at March 31, 2008 and December 31, 2007, respectively                      92,627          52,853
Patents, net of accumulated amortization of $644,886 and $617,090, at
  March 31, 2008 and December 31, 2007, respectively                                  454,011         481,807
Trademarks                                                                              5,000           5,000
                                                                                 ------------    ------------
           Total Assets                                                          $  1,434,764    $  1,424,587
                                                                                 ============    ============

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts Payable                                                                 $    739,302    $    657,238
Accrued Expenses                                                                    1,140,322       1,021,842
Accrued Interest                                                                      127,265         118,522
Lease Liability, current portion                                                       72,000          31,800
Notes Payable, current portion                                                        603,663         464,141
                                                                                 ------------    ------------
Total Current Liabilities                                                           2,682,552
                                                                                                    2,293,543

Long Term Note Payable                                                                     --          93,600
Long Term Lease Liability                                                             199,350              --
                                                                                 ------------    ------------
Total Long Term Liabilities                                                           199,350          93,600
                                                                                 ------------    ------------
            Total Liabilities                                                       2,881,902       2,387,143

Commitments and Contingencies                                                              --              --

Stockholders' (Deficit):
Preferred Stock Series A, par value $.001, 5,000,000 shares authorized,
  500,000 shares and 500,000 shares issued and outstanding at
  March 31, 2008 and December 31, 2007, respectively                                      500             500
Common Stock, par value $.001, 200,000,000 shares authorized,
  142,793,719 and 134,727,162 shares issued and outstanding at
  March 31, 2008 and December 31, 2007, respectively                                  142,794         134,727
Subscribed common stock                                                               176,985          99,990
Additional paid in capital                                                         11,663,062      11,696,666
Deficit accumulated during development stage                                      (13,430,479)    (12,894,439)
                                                                                 ------------    ------------
Total Stockholders' (Deficit)                                                      (1,447,138)       (962,556)
                                                                                 ------------    ------------
            Total Liabilities and Stockholders' (Deficit)                        $  1,434,764    $  1,424,587
                                                                                 ============    ============


                 See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                      2


<PAGE>



                                VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (A DEVELOPMENT STAGE COMPANY)
                                              (UNAUDITED)


                                                                                        From inception
                                                                                        (June 28, 2002)
                                                                                              to
                                                                                        March 31, 2008
                                                      March 31, 2008   March 31, 2007     (Restated)
                                                       -------------    -------------    -------------
Revenues:
  Sales                                                $          --    $      48,960    $     702,826
  Cost of goods sold                                           3,647           36,000          687,589
                                                       -------------    -------------    -------------
Gross profit                                                  (3,647)          12,960           15,237


Operating, general and administrative expenses:
  Payroll                                                    116,851          242,701        4,366,130
  Professional fees                                          248,598          342,947        3,664,202
  Impairment charges related to intangible assets                 --               --          135,275
  Gain on sale of equipment                                       --               --          (26,564)
  Loss on abandonment of assets                                   --               --           10,663
  Other operating, general and administrative expense        140,717          140,384        2,962,724
                                                       -------------    -------------    -------------
                                                             506,166          726,032       11,112,430


Operating loss                                              (509,813)        (713,072)     (11,097,193)


Non-operating income (expense):
  Interest expense                                           (26,505)         (42,390)      (2,501,084)
  Interest income                                                278               --              278
  Gain on cancellation of financing fees                          --               --          172,044
  Warrant expense for financing costs                             --               --           (4,524)
                                                       -------------    -------------    -------------
                                                             (26,227)         (42,390)      (2,333,286)
                                                       -------------    -------------    -------------
Net loss                                               $    (536,040)   $    (755,462)   $ (13,430,479)
                                                       =============    =============    =============


Loss per share (basic and diluted)                     $       (0.00)   $       (0.01)
                                                       =============    =============

Weighted average number of shares outstanding            137,912,772       76,653,080
                                                       =============    =============


              See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                   3


<PAGE>


                                   VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                  (UNAUDITED)
                                                                                                From inception
                                                                                                (June 28, 2002)
                                                                                                      to
                                                                                                March 31, 2008
                                                                March 31, 2008  March 31, 2007    (Restated)
                                                                 ------------    ------------    ------------
Cash Flows from Operating Activities:
     Net Loss                                                    $   (536,040)   $   (755,462)   $(13,430,479)

     Adjustments to reconcile net loss to
        net cash used by operating activities:
        Deferred financing costs                                       14,069              --          75,851
        Depreciation and amortization                                  36,707          54,816         986,570
        Impairment charges related to intangible assets                    --              --         136,408
        Loss on asset abandonment                                          --              --          10,663
        Imputed interest                                                   --              --          23,428
        Issuance of common stock for services and payroll              46,457         169,744       2,279,968
        Issuance of options and warrants for services and fees             --         215,066       1,854,031
        Issuance of common stock for financing                             --              --          40,638
        Intrinsic value of beneficial conversion feature                   --              --       1,580,445
        Conversion of notes payable and debentures into stock              --              --         105,126
        Issuance of common stock for accrued interest                      --              --          13,601
        Issuance of notes as payment for accrued interest                  --              --          99,205
        Gain on sale of assets                                             --              --           7,046
        Notes payable- short term                                          --         233,305              --
        Loans payable- long term                                           --        (405,183)             --
     Changes in assets and liabilities:
        Decrease (increase) in accounts receivable                     25,433         (16,752)             --
        (Increase) decrease in inventories                            (19,070)           (432)       (102,988)
        (Increase) decrease in expense advance                             --          48,543              --
        (Increase) decrease in other receivables                          (25)             --          (1,629)
        Decrease (increase) in prepaid expenses                       125,262              --         286,285
        (Increase) decrease in prepaid consulting expenses             (7,136)         66,054          (7,136)
        (Increase) decrease in deposits                                (9,301)        (38,062)        (29,316)
        (Increase) decrease in bank overdraft                              --          (7,124)          7,124
        (Increase) decrease in domain name                                 --           8,867              --
        Increase (decrease) in accounts payable                       158,860         (30,703)        855,927
        Increase (decrease) in accrued expenses                        95,479         (43,677)        401,286
        Increase (decrease) in accrued interest                         8,743           7,971         804,162
                                                                 ------------    ------------    ------------
           Net cash used in operating                                 (60,562)       (493,029)     (4,003,783)
           activities

Cash flows used in Investing Activities:
          Acquisition of fixed assets                                (174,968)             --        (522,410)
          Sale of fixed assets                                             --              --          16,718
          Acquisition of patents                                           --              --        (465,922)
          Sale of domain name                                              --              --           8,867
          Tradenames                                                       --              --          (5,000)
          Acquisition of domain name                                       --              --         (10,000)
                                                                 ------------    ------------    ------------
             Net cash used in investing activities                   (174,968)             --        (977,747)



                 See accompanying Notes to these Condensed Consolidated Financial Statements.


                                                      4


<PAGE>


                                     VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                          (A DEVELOPMENT STAGE COMPANY)
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                   (CONTINUED)
                                                   (UNAUDITED)

                                                                                                   From inception
                                                                                                   (June 28, 2002)
                                                                                                         to
                                                                         March 31,     March 31,    March 31, 2008
                                                                           2008          2007         (Restated)
                                                                       -----------    -----------    -----------
Cash flows provided by Financing Activities:
     Cancellation of financing fees                                             --             --       (172,044)
     Recapitalization                                                           --             --        (33,804)
     Conversion of notes to common stock                                        --        233,530     (1,446,093)
     Issuance of common stock for cash                                          --        257,108      3,050,571
     Deferred financing costs                                                1,757             --        (43,842)
     Subscribed common stock                                                77,000          4,783        176,990
     Proceeds from notes payable                                           265,043             --      4,093,828
     Payments for notes payable                                            (33,966)            --       (554,796)
                                                                       -----------    -----------    -----------
         Net cash provided by financing                                    309,834        495,421      5,070,810

Net increase (decrease) in cash                                             74,304          2,392         89,280
Cash, beginning of year                                                     14,976             --             --
                                                                       -----------    -----------    -----------
Cash, end of year                                                      $    89,280    $     2,392    $    89,280
                                                                       ===========    ===========    ===========

Cash paid for:
     Interest                                                          $        --    $        --    $    36,686
     Income Taxes                                                      $        --    $        --    $        --

Supplemental schedule of non-cash Investing and Financing Activities
      Issuance of Voyager One, Inc. common stock                       $        --    $        --    $   (33,804)
      Issuance of 3,073,000 shares of common stock for patents         $        --    $        --    $   768,250
      Cancellation of debentures issued for financing fees             $        --    $        --    $  (750,000)
      Issuance of convertible debentures for financing fees            $        --    $        --    $   870,000
      Issuance of common stock for exercise of options                 $        --    $        --    $   100,000
      Issuance of common stock for financing fees                      $        --    $        --    $    38,208
      Salary prepaid with stock                                        $        --    $        --    $     7,821
      Issuance of common stock for notes, debentures,
        accrued interest and accounts payable                          $    78,000    $   233,530    $ 2,588,461
      Issuance of note payable for deposit                             $        --    $        --    $    35,000
      Preferred shares converted to common stock                       $        --    $        --    $       500
      Purchase of fixed asset and capitalization of deferred
        financing fees through capital lease                           $    55,600    $        --    $   181,000
      Purchase of fixed asset through debt                             $    23,000    $        --    $    23,000
      Reclassification of accounts payable to notes or lease payable   $    76,795    $        --    $   127,469
      Reclassification of accrued interest to notes payable            $        --    $        --    $     4,086
      Cancellation of common stock for prepaid consulting              $   150,000    $        --    $   150,000

                   See accompanying Notes to these Condensed Consolidated Financial Statements

                                                        5
</TABLE>


<PAGE>


                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND ORGANIZATION

Voyager Petroleum, Inc. ("Voyager Petroleum" or "Company"), was incorporated
under the laws of the state of Nevada in April, 2000. The accompanying Condensed
Consolidated Financial Statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2007 as
may be amended. Significant accounting policies disclosed therein have not
changed except as noted below in Note 2.

In February, 2004, Voyager Petroleum acquired Silicon Film Technologies, Inc.,
("Silicon Film"), an Illinois corporation, incorporated on June 28, 2002. The
exchange was accounted for as a reverse acquisition. Accordingly, for financial
statement purposes, Silicon Film was considered the accounting acquirer and the
related business combination was considered a recapitalization of Silicon Film
rather than an acquisition by the Company. Immediately after the consummation of
the transaction, Voyager Petroleum owned 100% of the capital stock of Silicon
Film making it a wholly-owned subsidiary.

As used in these Notes to the Consolidated Financial Statements, the terms the
"Company", "we", "us", "our" and similar terms refer to Voyager Petroleum, Inc.
and, unless the context indicates otherwise its consolidated subsidiaries. The
Company's subsidiaries include Silicon Film Technologies, Inc., ("Silicon") an
Illinois corporation, formed on June 28, 2002; Sovereign Oil, Inc.,
("Sovereign") a Nevada corporation, formed on March 23, 2007; Monarch Petroleum,
Inc., ("Monarch") a Michigan corporation, formed on May 4, 2007, and 600 South
Deacon LLC, ("Deacon") a Michigan corporation formed on May 4, 2007.

The Company has two segments of business, one in film technology, and the other
in gas and oil. Silicon Film has developed technology which enables a
conventional 35mm SLR camera to capture, store, and transfer digital images. On
September 22, 2006, Voyager entered into a contractual agreement with Applied
Color Science (ACS) so that ACS can proceed with, and bear the expense of, the
research and development, testing, evaluation and deployment of the technology
underlying its electronic film system. ACS has made progress in developing a
device that combines the strength of Silicon's optic designs of SLR cameras in
its electronic film concept together with ACS's high definition video platform
which will support a variety of image sensors. It is intended that the device
will be able to take high resolution still and video images. The contractual
agreement initially terminated in March 2007, but has twice been extended and
currently expires on October 8, 2008.

The Company's oil and gas segment consists of Sovereign, Monarch, and Deacon.
The Company's focus is to manufacture and distribute petroleum-based products to
the automotive and manufacturing aftermarket. It also intends to acquire
reputable middle market petroleum-based lubricant companies that process, blend
package, and distribute private label motor oil and related products as well
as acquire facilities to conduct like operations.

GOING CONCERN

The accompanying consolidated financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United States of
America, contemplate the continuation of the Company as a going concern.
However, the Company has been in the development stage since its inception,
sustained losses and has used capital raised through the issuance of stock and
debt 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.

The Company's recent introduction into the oil industry will allow the Company
to continue its development stage operations and to concentrate its strategy
toward the acquisition of middle-market companies and/or facilities that can be
used to process, blend, package, and distribute petroleum-based products for the
automotive and manufacturing aftermarket. However, there is no assurance that
the necessary long-term funds through the sale of securities or debt financing
arrangements will be realized to support these operations and fund future
acquisitions. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                       6


<PAGE>


NOTE 2. CORRECTION OF ERRORS

The Company will restate it's previously issued December 31, 2007 financial
statements for matters related to the following previously reported items: The
Company discovered in May, 2008 that option and warrant expenses of $537,637
were overstated due to expenses associated with cash sales of common stock. In
addition, the inventory account was understated by $7,472. The following is a
summary of the restatements for December 31, 2007 to reflect the corrections in
accordance with SFAS No. 154, "Accounting Change and Error Correction".

This change has increased the reported Earnings Per Share price at December 31,
2007 by $0.01.

Balance Sheet as of December 31, 2007

                                                   Previously
                                                    Reported         Restated
                                                   ------------    ------------
ASSETS

Inventory Asset                                          76,446          83,918
                                                   ------------    ------------
Total Current Assets                                    427,867         435,339
                                                   ------------    ------------
Total Assets                                       $  1,417,115    $  1,424,587
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Total Liabilities                                     2,387,143       2,387,143

Additional paid in capital                           12,234,303      11,696,666
Deficit accumulated during development stage        (13,439,548)    (12,894,439)
                                                   ------------    ------------
Total Stockholders' (Deficit)                          (970,028)       (962,556)
                                                   ------------    ------------
Total Liabilities and Stockholders' (Deficit)      $  1,417,115    $  1,424,587
                                                   ============    ============

Statement of Operations for the fiscal year Ended December 31, 2007

                                                  Previously
                                                   Reported         Restated
                                                 -------------    -------------
Revenue:
Sales                                            $     682,498    $     682,498
Cost of goods sold                                    (672,989)        (665,517)
                                                 -------------    -------------
Gross profit                                             9,509           16,981

Operating, general and administrative expenses:
Total operating expense                              5,144,740        4,602,840

Operating loss                                      (5,135,231)      (4,585,859)

Non-operating income (expense):                        (90,603)         (94,866)
                                                 -------------    -------------
Net loss                                         $  (5,225,834)   $  (4,680,725)
                                                 =============    =============

Loss per share (basic and diluted)               $       (0.05)   $       (0.04)
                                                 =============    =============

Weighted average number of shares outstanding
 (basic and diluted)                               107,473,972      107,473,972
                                                 =============    =============


                                       7


<PAGE>


NOTE 3. CRITICAL ACCOUNTING POLICIES

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 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. No impairment losses were recorded in the year ending December 31,
2007. An impairment loss of $135,275 was recorded for the loss of one patent on
March 31, 2006.


The patents, which are valued at $1,234,172, are being amortized over their
useful life from February 1, 2003 to May, 2011 and there remains three years and
two months to be amortized as of March 31, 2008.

Stock Based Compensation
------------------------
On January 1, 2006, the Company adopted the fair value recognition provisions of
SFAS No. 123(R), "Share-Based Payment." Prior to January 1, 2006, the Company
accounted for share-based payments under the recognition and measurement
provisions of Accounting Principals Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees, and Related Interpretations," as permitted by
FASB Statement No. 123, "Accounting for Stock Based Compensation." In accordance
with APB 25, no compensation cost was required to be recognized for options
granted that had an exercise price equal to the market value of the underlying
common stock on the date of grant.


The Company adopted SFAS 123(R) using the modified prospective transition
method. Under this method, compensation cost recognized in the year ended
December 31, 2006 includes: a) compensation cost for all share-based payments
granted prior to, but not yet vested as of January 1, 2006, based on the grant
date fair value estimated in accordance with the original provisions of SFAS
123, and b) compensation cost for all share-based payments granted subsequent to
January 1, 2006, based on the grant-date fair value estimated in accordance with
the provisions of SFAS 123(R).

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.

Fair Value Accounting
---------------------
In September 2006, the FASB issued FASB Statement No. 157, "Fair Value
Measurements" ("FAS 157"). FAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. The provisions of FAS 157
were adopted January 1, 2008. In February 2008, the FASB staff issued Staff
Position No. 157-2 "Effective Date of FASB Statement No. 157" ("FSP FAS 157-2").
FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
The provisions of FSP FAS 157-2 are effective for the Company's fiscal year
beginning January 1, 2009.

FAS 157 establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy
under FAS 157 are described below:

         Level 1      Unadjusted quoted prices in active markets that are
                      accessible at the measurement date for identical,
                      unrestricted assets or liabilities;

         Level 2      Quoted prices in markets that are not active, or inputs
                      that are observable, either directly or indirectly, for
                      substantially the full term of the asset or liability;

         Level 3      Prices or valuation techniques that require inputs that
                      are both significant to the fair value measurement and
                      unobservable (supported by little or no market activity).

As of March 31, 2008, the Company has no financial assets or liabilities.

In February 2007, the FASB issued FASB Statement No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities" ("FAS 159"). FAS 159 permits
entities to choose to measure many financial instruments and certain other items
at fair value, with the objective of improving financial reporting by mitigating
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The provisions of FAS 159 were adopted January 1, 2008. The Company
did not elect the Fair Value Option for any of its financial assets or
liabilities, and therefore, the adoption of FAS 159 had no impact on the
Company's consolidated financial position, results of operations or cash flows.


                                       8


<PAGE>


NOTE 4. PROPERTY AND EQUIPMENT

Fixed assets and accumulated depreciation consists of the following at March 31,

                                                       2008            2007
                                                   ------------    ------------
Facility Equipment                                 $    396,524    $         --
Trucks                                                   32,974              --
Office Equipment                                          3,875              --
Software                                                  4,310
Construction in progress                                179,594              --
                                                   ------------    ------------
                                                        617,277              --
Accumulated Depreciation                                (25,246)             --
                                                   ------------    ------------
   Total Property and Equipment                    $    592,031    $         --
                                                   ============    ============

The Company entered into an asset purchase agreement with Quest Manufacturing,
Inc., an entity controlled by the Company's then CEO, effective October 19,
2005, for the sale of furniture and equipment in the amount of $48,231 payable
in one lump sum. An addendum to the agreement postponed the effective date to
February 7, 2006 upon Quest's payment of $16,718 and provided that the remaining
balance of $31,513 was due by May 31, 2006. On March 31, 2006, the outstanding
principal of a note due to Quest dated December 31, 2005 was offset by the
balance due. The Company recorded a $26,566 gain in connection with this
transaction. The Construction in progress of $179,594 are costs related to the
ongoing startup activities at our processing facility in Detroit, Michigan.

NOTE 5. PREPAID EXPENSES

In the first three months of 2008, the Company's prepaid consulting agreements
decreased significantly ($271,686) due to the early termination of a consulting
agreement between the Company and Prominence Media Corporation (the
"Consultant") on February 15, 2008. This resulted in the cancellation of
1,000,000 shares of common stock at $0.15 per share for a value of $150,000 and
1,000,000 warrants to purchase our common stock at an exercise price of $0.15
per share. In addition the Company incurred amortization expense of $121,686 for
the first three months of 2008.

NOTE 6. DEFERRED FINANCING COSTS

On January 18, 2008, the Company entered into a three year term Equipment Lease
Agreement with BLN Capital Funding. The Company has the option to purchase the
equipment for $40,000 at the end of the lease. A commitment fee of $40,000 and
imputed interest of $15,600 is being deferred and expensed over the three-year
term of the Equipment Lease Agreement.

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

                                                     March 31,     December 31,
                                                       2008            2007
                                                   ------------    ------------

Deferred financing costs                           $    218,681    $    162,065
Accumulated amortization of fees                       (126,054)       (109,212)
                                                   ------------    ------------
                                                   $     92,627    $     52,853
                                                   ============    ============

NOTE 7. PATENT PURCHASE

As of March 31, 2008, the Company has four issued United States patents and one
issued foreign patent applying to the electronic film system (EFS)and generally
related to attributes of the EFS. The Company paid $1,234,172 for patents which
are being amortized over their expected remaining life. Three of the five
patents expire on May 7, 2011, one on July 14, 2020, and the last on July 27,
2019. Amortization expense charged to operations was $27,796 for the three
months ended March 31, 2008 and 2007.

The balance is:

                                                    March 31,      December 31,
                                                      2008             2007
                                                   ------------    ------------
Patents                                            $  1,098,897    $  1,098,897
Accumulated amortization                               (644,886)       (617,090)
                                                   ------------    ------------
                                                   $    454,011    $    481,807
                                                   ============    ============

The Company has received an offer to use the technology covered by these patents
by a third party who is developing a product based on this technology. Once the
product has been placed on the market, revenues from this source will completely
recover the cost of these assets. As a result, Management does not believe that
an impairment currently exists on these assets.



                                       9

<PAGE>


NOTE 8. LEASE LIABILITY

On December 5, 2007, Monarch Petroleum, Inc. ("Lessee"), the Company's
wholly-owned subsidiary, entered into an Equipment Lease Agreement ("Agreement")
with BLN Capital Funding, LLC ("Lessor"), an independent third party. The
equipment will be used in the operations of the Company's Detroit facility. The
terms of the Agreement require thirty six payments of $2,650 per month. In
addition, the Company paid a commitment fee of $15,000 which is being amortized
over the life of the lease. The Agreement expires November 5, 2010. Upon
successful completion of the terms, the Lessee shall have the right to purchase
all of the equipment for $30,000. We expect to purchase the equipment at the end
of the lease and have included the $30,000 buyout in long term lease liability
in accordance with SFAS 13, "Accounting for Leases."

On January 18, 2008, Monarch Petroleum, Inc. ("Lessee"), a wholly-owned
subsidiary, entered into a second Equipment Lease Agreement ("Agreement") with
BLN Capital Funding, LLC ("Lessor"), an independent third party. The equipment
will also be used in the operations of the Company's Detroit facility. The terms
of the Agreement require thirty six payments of $3,350 per month. The Agreement
will expire January 18, 2011. Upon successful completion of the terms, the
Lessee shall have the right to purchase all of the equipment for $40,000 and has
amortized this over the life of the lease. We expect to purchase the equipment
at the end of the lease and have included the $40,000 buyout in long term lease
liability in accordance with SFAS 13, "Accounting for Leases."

Expenses related to these capital leases for the 3 months ended 03/31/2008 were
$18,000.

NOTE 9. CONVERTIBLE DEBENTURES

In May 2004, the Company 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 December 31,
2006, the Company received gross proceeds of $1,100,000. 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 initial bid price of the common stock as
submitted by a market maker and approved by the Financial Industry Regulatory
Authority (FINRA) 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 the
Company's outstanding common stock.

At maturity, the Company 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
initial bid price of the common stock as submitted by a market maker and
approved by the FINRA or (ii) 50% of the lowest closing bid price of the common
stock for the five trading days immediately preceding the conversion date.

The convertible debentures are secured by all of the Company's assets. Prior to
maturity, the Company 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 the Company will issue
to the holder a warrant to purchase 50,000 shares for every $100,000 redeemed.
The warrant is exercisable for two years and has an exercise price equal to 150%
of the lowest initial bid price of the Company's common stock as submitted by a
market maker and approved by FINRA.

On May 15, 2007, an unaffiliated third party, THI, Inc., purchased the total
outstanding principal and interest of our convertible debentures with Cornell
Capital and Trey Resources. Installment payments under the purchase agreement
are secured by the debentures and, in the event of default, Cornell Capital and
Trey Resources have the option to exercise all rights thereunder. The Company
consented to the purchase and adjusted the principal of the Trey Resources'
debenture dated March 8, 2007 in the original principal amount of $50,000 by an
increase of $991 to account for a difference in the outstanding balance due.

<TABLE>
<S>            <C>
Conversion of Debt to Equity and Debt Redemption:

The following principal amount was converted of the Cornell Capital debenture
dated May 25, 2005 in the original principal amount of $350,000:

               Principal   Interest    Principal     Interest      Number        Conversion
               Amount      Amount      Amount        Amount        of            Price
 Date          Converted   Converted   Redeemed(A)   Redeemed      Shares(B)     Per Share(C)
-----------    ---------   ---------   -----------   -----------   -----------   -----------
07/09/07       $  93,206   $      --   $        --   $        --     1,962,232   $    0.0475
08/30/07       $ 147,587   $      --   $        --   $        --     4,216,771   $    0.0350
12/17/07       $  65,295   $      --   $        --   $        --     3,264,737   $    0.0200
02/26/08       $  43,912   $      --   $        --   $        --     3,992,058   $    0.0110
               ---------   ---------   -----------   -----------   -----------
               $ 350,000   $      --   $        --   $        --    13,435,798
               =========   =========   ===========   ===========   ===========



The following principal amount was converted of the Cornell Capital debenture
dated October 11, 2005 in the original principal amount of $100,000:

               Principal   Interest    Principal     Interest      Number        Conversion
               Amount      Amount      Amount        Amount        of            Price
 Date          Converted   Converted   Redeemed(A)   Redeemed      Shares(B)     Per Share(C)
-----------    ---------   ---------   -----------   -----------   -----------   -----------

02/26/08       $  17,317   $      --   $        --   $        --     1,574,305   $     0.011
               ---------   ---------   -----------   -----------   -----------
               $  17,317   $      --   $        --   $        --     1,574,305
               =========   =========   ===========   ===========   ===========

(A) Redemption amount equal to 150% of amount redeemed plus accrued interest.
(B) These shares have a restriction date of May 25, 2005 and were not registered
    with the Securities and Exchange Commission.
(C) Based on 50% of the lowest closing bid price of our common stock for the
    five trading days immediately preceding the conversion date.

As of March 31, 2008 the Cornell Capital debentures had an outstanding principal
and accrued interest of $166,679. Of this amount, $30,677 represents interest of
five debentures which matured on March 8, 2008 which has not been paid as of the
date of this filing. The principal of these matured debentures has been
previously converted.


                                       10


<PAGE>


The following principal amounts were converted of the Trey Resources' debenture
dated March 8, 2005 in the original principal amount of $62,500:

               Principal   Interest    Principal     Interest      Number        Conversion
               Amount      Amount      Amount        Amount        of            Price
 Date          Converted   Converted   Redeemed(A)   Redeemed      Shares(B)     Per Share(C)
-----------    ---------   ---------   -----------   -----------   -----------   -----------
08/30/07       $  21,089   $      --   $        --   $        --       602,543   $    0.0350
12/17/07       $  17,883   $      --   $        --   $        --       894,163   $    0.0200
02/26/08       $  16,770   $      --   $        --   $        --     1,524,545   $    0.0110
               ---------   ---------   -----------   -----------   -----------
Total          $  55,742   $      --   $        --   $        --     3,021,251
               =========   =========   ===========   ===========   ===========

(A)   Redemption amount equal to 150% of amount redeemed plus accrued interest.

(B)   These shares have a restriction date of November 22, 2004 and were not
      registered with the Securities and Exchange Commission.

(C)   Based on 50% of the lowest closing bid price of our common stock for the
      five trading days immediately preceding the conversion date.

As of March 31, 2008, the Trey Resources' debentures had an outstanding
principal and accrued interest of $42,940. All of the Trey Resources' debentures
matured on March 8, 2008 and have not been paid as of the date of this filing.

NOTE 10. NOTES PAYABLE

The notes payable balance consists of the following:

                                                                                   March 31,        December 31,
                                                                                     2008              2007
                                                                                  -----------       -----------
10% note payable to P. Byrne, principal and interest due April 14,
2008. A commitment fee of $2,250 was payable upon execution.
Result of a renegotiated note dated August 15, 2006 in the original
principal amount of $35,000. Interest was reduced from 12% on                      $   23,647       $   23,647

18% note payable to BLN Capital Funding, LLC, principal and
interest due on demand but no later than December 31, 2007.
150,000 shares of the Company's restricted common stock were
issued as a commitment fee valued at $7,500 based on the closing
bid price of $0.05 on the date of note and an additional 10,000 and
5,000 restricted shares were issued as consideration for second and
third extensions valued at $1,700 and $275, respectively.  No extension
has been granted as of the date of this filing.                                        35,000           35,000

10% note payable to Haggerty, principal and interest due April 14, 2008.
Commitment fee of $2,459 and interest of $41 payable as 100,000
shares of common stock within five days of execution based on the closing
bid price of $0.025 on the trading date prior to the note date of February 3,
2007. Renegotiated note dated January 15, 2008 in the original principal
amount of $20,000. Commitment fee of $5,659 and interest of $41 was
payable as 100,000 shares of common stock within thirty days of execution
based on the closing bid price of $0.057 on January 18, 2007. Principal of
$5,000 was converted on June 7, 2007 into 41,667 shares of common stock
pursuant to a conversion agreement. 41,667 warrants to purchase shares of
restricted common stock at an exercise price of $0.20 for three years were
granted upon third extension executed in August, 2007 and 9,000 shares
of restricted common stock were issued for fourth extension executed in
August, 2007 but effective as of June 22, 2007. The interest rate was
increased from 5% on January 15, 2008.                                                 13,197           13,197

7.5% note payable to Tyson, principal and interest due December 14, 2008
convertible at Company's option into restricted shares of common stock
at $0.04 per share.                                                                   108,000          108,000

5% note payable to Khatib, principal and interest due June 26, 2008.                    5,000            5,000

10% note payable to Hackett, principal and interest due May 15, 2008.
A commitment fee of 10,000 restricted shares of common stock valued at $640
based on the closing bid price of $0.064 on October 12, 2007 were issued on
November 15, 2007.  Interest of $229 was paid in 2007. Principal and interest
of $5,684.35 was paid in 2008.  Interest was reduced from 18% on
February 15, 2008.                                                                     10,684           15,000


                                       11

<PAGE>


5% debentures payable to Cornell Capital, principal and interest due May 25,
2008 convertible into shares of common stock at price equal to lesser of (i) 150%
of the initial bid price of the common stock as submitted by a market maker and
approved by the Financial Industry Regulatory Authority  or (ii) 50% of the
lowest closing bid price for the five trading days immediately preceding the
conversion date.                                                                           --           43,913

5% debentures payable to Cornell Capital, principal and interest due October 11,
2008 convertible into shares of common stock at price equal to lesser of (i) 150%
of the initial bid price of the common stock as submitted by a market maker and
approved by the Financial Industry Regulatory Authority or (ii) 50% of the
lowest closing bid price for the five trading days immediately preceding the
conversion date.                                                                       82,683          100,000

5% debentures payable to Trey Resources, Inc., principal and interest due
March 8, 2008 convertible into shares of common stock at price equal to
lesser of (i) 150% of the initial bid price as submitted by a market maker
and approved by the Financial Industry Regulatory Authority or (ii) 50%
of the lowest closing bid price for the five trading days immediately preceding
the conversion date.  These debentures have not been paid as of the date of
this filing.                                                                           10,452           27,222

9% note payable to THI, Inc., principal and interest to be paid in monthly
payments of $20,000 commencing April 15, 2008 until retired. The principal
was increased on January 15, 2008 by $26,838, February 8, 2008 by $30,000,
February 15, 2008 by $25,000 and on March 1, 2008 by $25,000.  Interest was
increased from 8% on January 15, 2008.                                                200,000           93,162

10% note payable to Biscan, principal and interest due on August 20, 2008.             25,000               --

10% note payable to Mochel, principal and interest due on September 13, 2008.          36,000               --

7.5% note payable to Tyson, principal and interest due on December 14, 2008
convertible at Company's option into restricted shares of common stock at
$0.02 per share.                                                                       54,000               --
                                                                                 ------------      -----------
                                                                                 $    603,663      $   464,141
                                                                                 ============      ===========
</TABLE>

NOTE 11. OPTIONS AND WARRANTS

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, 2008 we have issued warrants in 2008 as follow:

o     1,000,000 warrants granted March 18, 2008 with a term of 30 months, an
      exercise price of $0.05; granted in connection with the purchase of common
      stock.

o     750,000 warrants granted March 19, 2008 with a term of 30 months, an
      exercise price of $0.05; granted in connection with the purchase of common
      stock.

As of March 31, 2008 the following warrants have been exercised:

o     1,500,000 warrants exercised on March 31, 2008 at an exercise price of
      $0.02 or $30,000. The shares were issued on April 2, 2008.

NOTE 12. COMMITMENTS

On April 19, 2007, Sovereign entered into a lease agreement with North American
Refining Co. ("North American Refining"), an independent third party and a
Delaware corporation, located in McCook, Illinois. North American Refining is a
local blending facility with bottling capabilities. Sovereign leased the
blending facility for a ninety-day trial period which was to be used to blend
and dry reclaimed used oil for use in lubricant oil products which is sold to
the automotive and industrial after-markets. We also had access to a loading
dock, up to twenty storage tanks and associated equipment. The total lease price
is $10.00 for the ninety-day lease period with blending and drying fees at $0.15
per gallon which were payable monthly on the tenth day following the last day of
each month for the previous month's activity. North American had the right to
terminate the agreement within fifteen days written notice. The agreement was
terminated on July 12, 2007 and a similar agreement was entered into on July 13,
2007 and ended on January 13, 2008.


                                       12

<PAGE>


NOTE 13. 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, 2008 and March 31, 2007, there were 142,793,719 and 85,522,244
shares of Common Stock outstanding, respectively. Holders of Common Stock are
entitled to one vote for each share held with no cumulative voting.

500,000 and 1,000,000 shares of Series A Preferred Stock were outstanding at
March 31, 2008 and March 31, 2007, respectively. 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.
500,000 shares of Series A Preferred Stock were converted into 500,000 shares of
common stock in May, 2007. The Common Stock and Series A Preferred Stock have
equal liquidation and dividend rights.

The holders of Common and Series A Preferred Stock vote together as a single
class.

As of March 31, 2008, the Company received an additional $77,000 for a total of
$176,985 for sales of securities not yet issued.

CANCELLATION OF SHARES

On February 14, 2008, the Company and Prominence Media Corporation (the
"Consultant") entered into an Agreement to Terminate Investors Relations Service
Agreement and Release, effective February 15, 2008 (the "Termination
Agreement"). Pursuant to the terms of the Termination Agreement, the Company and
Consultant terminated their existing Investor Relations Service Agreement, dated
May 15, 2007 which was to expire on May 15, 2008. In consideration for the
termination of the original agreement between the parties, the Consultant agreed
to return (i) 1,000,000 shares of the Company's common stock which were
originally valued at $150,000 and (ii) a three-year warrant to purchase
1,000,000 shares of common stock at an exercise price of $0.15 per share. The
shares were returned and cancelled on March 20, 2008.

NOTE 14. COST OF GOODS SOLD

The costs associated with goods sold decreased due to limited activity,
resulting in a gross loss of $3,647 for the three months ended March 31, 2008.
This is mainly due to an inventory adjustment of $9,426 offset by a credit of
$6,873 from a vendor upon the return of inventory.


                                       13


<PAGE>


NOTE 15.  SEGMENT INFORMATION

The Company has two reportable segments: Gas and Oil, and Film Technologies.

The Company's reportable segments are strategic business units that offer
different products and services. Silicon Film has developed technology which
enables a conventional 35mm SLR camera to capture, store, and transfer digital
images. On September 22, 2006, Silicon Film entered into a contractual
agreement with Applied Color Science (ACS) so that ACS can proceed with, and
bear the expense of, the research and development, testing, evaluation and
deployment of the technology underlying its electronic film system. ACS has made
progress in developing a device that combines the strength of Silicon's optic
designs of SLR cameras in its electronic film concept together with ACS's high
definition video platform which will support a variety of image sensors. It is
intended that the device will be able to take high resolution still and video
images. The contractual agreement initially terminated in March, 2007, but has
twice been extended and currently expires on October 8, 2008.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies above. The Company evaluates
performance based on profit or loss from operations before income taxes not
including nonrecurring gains and losses.
<TABLE>
<S>            <C>
                        Segment Footnote                          Film           Oil            Total
                                                               -----------    -----------    -----------
Gross profit from external customers                           $        --    $    (3,647)   $    (3,647)
Internal revenues                                                       --             --             --
Other operating, general and administrative expense                     --        112,633        112,633
Depreciation & Amortization                                         27,796          8,487         36,283
                                                               -----------    -----------    -----------

  Segment Operating Loss                                           (27,796)      (124,767)      (152,563)
                                                               ===========    ===========    ===========

Reconciliation:
Total revenues for reportable segments                         $    (3,647)
Other revenues                                                          --
Elimination of intersegment revenues                                    --
                                                               -----------
  Total Consolidated Revenues                                  $    (3,647)
                                                               ===========


Total profit or loss from reportable segments                  $  (152,563)
Elimination of intersegment profits                                     --
Unallocated amounts:                                                    --
Corporate expenses                                                (357,250)
                                                               -----------
  Operating Loss                                               $  (509,813)
                                                               ===========

Assets
Total assets for reportable segments                           $   714,100
Intercompany receivables in assets above                            (6,000)
Other assets                                                       726,664
Other unallocated amounts                                               --
                                                               -----------
  Consolidated Total Assets                                    $ 1,434,764
                                                               ===========
</TABLE>
                                       14


<PAGE>


NOTE 16.  SUBSEQUENT EVENTS

On April 1, 2008, the Company issued 200,000 shares of restricted common stock
to an unaffiliated third party for accounting and consulting services rendered
during the month of March, 2008 at $0.025 per share pursuant to a consulting
agreement dated January 28, 2008 for a total of $5,000.

On April 8, 2008, the Company issued an unsecured 0% $4,000 note payable to
Cathy A. Persin, our Chief Financial Officer, with a maturity date of April 16,
2008 which was retired.

In April, 2008, the Company sold 3,183,334 shares of restricted common stock to
unaffiliated third parties pursuant to the terms of securities purchase
agreements at $0.02 per share for a total purchase price of $63,667. Pursuant to
the terms of these securities purchase agreements, the Company granted warrants
to the buyers upon the receipt of funds to purchase up to the same amount of
shares purchased of restricted common stock of the Company at an exercise price
of $0.05 per share which are exercisable from the date the funds are received
for a period of 30 months thereafter.

In April, 2008, the Company issued 2,969,494 shares of restricted common stock
to warrant holders upon exercise of warrants at $0.02 per share. These warrants
were originally issued at an exercise price of $0.12 per share in a private
round of financing between June 14, 2007 and August 16, 2007. On March 25, 2008,
the Company offered to exercise the warrants at a reduced exercise price of
$0.02 per share provided a written election was returned to the Company by April
5, 2008. Five out of ten warrant holders elected to exercise their warrants for
a total of $59,390. On April 2, 2008, P. Byrne offset $13,310 of this amount
against the principal of a note payable dated March 19, 2007.

The Company entered into a Purchase and Sale Agreement ("Agreement"), effective
January 19, 2007, with Deacon Enterprises, Inc., a Michigan corporation, for the
purchase of a processing facility located in Detroit, Michigan. The property was
bought by 600 S. Deacon, LLC, our wholly-owned subsidiary. In addition to
customary closing conditions, Voyager was obligated to obtain, at its own cost,
a category S baseline environmental assessment ("BEA"), which it filed with the
Michigan Department of Environmental Quality in May, 2007.

The purchase of the Detroit processing facility closed in escrow on April 4,
2008. The Company obtained 100% seller financing. Funds provided at closing were
$125,000 which included a $50,000 deposit held in escrow. The remaining $600,000
was satisfied by a secured promissory note bearing a 10% interest rate per annum
and mortgage dated April 4, 2008.

On April 14, 2008, the Company sold 333,334 shares of restricted common stock to
unaffiliated third parties pursuant to the terms of securities purchase
agreements at $0.03 per share for a total purchase price of $10,000.

Effective April 14, 2008, P. Byrne extended the maturity date of a note payable
dated March 19, 2007 in the original principal amount of $23,647 from April 14,
2008 to July 1, 2008.

Effective April 14, 2008, Haggerty extended the maturity date of a note payable
dated February 3, 2007 in the original principal amount of $20,000 from April
14, 2008 to July 1, 2008.

On April 22, 2008, the Company issued 400,000 shares of unrestricted common
stock to an unaffiliated third party for legal services rendered at
approximately $0.0234 per share for a total of $9,360.

Pursuant to a notice of conversion dated April 25, 2008, the Company issued, on
April 28, 2008, 7,712,642 shares of unrestricted common stock to THI, Inc. upon
conversion of $77,126 of the principal balance of a Cornell debenture dated
October 11, 2005 in the original principal amount of $100,000 at $0.01 per share
based on 50% of the lowest closing bid price of our common stock for the five
trading days immediately preceding the conversion date.

On April 25, 2008, the Company issued an unsecured 5% $2,000 note payable to
Cathy A. Persin, our Chief Financial Officer, with a maturity date of May 23,
2008.

On April 29, 2008, the Company issued an unsecured 5% $10,000 note payable to
Biscan with a maturity date of May 14, 2008. On May 14, 2008, the maturity date
was extended to May 23, 2008.

On April 29, 2008, the Company issued an unsecured 5% $10,000 note payable to
Cathy A. Persin, our Chief Financial Officer, with a maturity date of May 23,
2008.

On April 30, 2008, the Company, pursuant to a Conversion Agreement dated April
28, 2008, converted outstanding principal of $36,000 and interest of $454 of a
promissory note dated March 13, 2008 to Mochel into 1,822,685 shares of
restricted common stock at $0.02 per share.

On May 1, 2008, the Company issued 200,000 shares of restricted common stock to
an unaffiliated third party for accounting and consulting services rendered
during the month of April, 2008 at $0.02 per share pursuant to a consulting
agreement dated January 28, 2008 for a total of $4,000.

On May 2, 2008, the Company issued 400,000 shares of unrestricted common stock
to an unaffiliated third party for engineering and installation services
rendered at the Detroit processing facility at $0.028 per share for a total of
$11,200.

On May 6, 2008, the Company issued an unsecured 5% $22,000 note payable to
Sebastien C. DuFort, our Chief Executive Officer, with a maturity date of May
23, 2008.

Effective May 15, 2008, Hackett extended the maturity date of a note payable
dated October 15, 2007 in the original principal amount of $15,000 from May 15,
2008 to June 15, 2008.

                                       15

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this report. References in
this section to "Voyager Petroleum, Inc.," the "Company," "we," "us," and "our"
refer to Voyager Petroleum, Inc. and our direct and indirect subsidiaries on a
consolidated basis unless the context indicates otherwise.

This interim report contains forward looking statements relating to our
Company's future economic performance, plans and objectives of management for
future operations, projections of revenue mix and other financial items that are
based on the beliefs of, as well as assumptions made by and information
currently known to, our management. The words "expects, intends, believes,
anticipates, may, could, should" and similar expressions and variations thereof
are intended to identify forward-looking statements. The cautionary statements
set forth in this section are intended to emphasize that actual results may
differ materially from those contained in any forward looking statement.

OVERVIEW

In its quest to manufacture and distribute eco-friendly petroleum-based products
and services to the automotive and manufacturing aftermarket, the Company
intends to promote its environmentally conscious processing methods for
reclaimed used oil. The Company will seek to acquire reputable middle-market
petroleum-based lubricant companies that process, blend, package and distribute
private label motor oil and related products as well as acquire facilities to
conduct like operations. Acquisition candidates also include suppliers and
distributors of these products.

Voyager Petroleum's strategy is to establish the Company as a premier service
provider of processed reclaimed used oil and also provide wholesale and third
party labeled products. The Company will also seek to acquire middle-market
petroleum lubricant companies involved in recycling, processing and
re-distributing reclaimed used oil for the automotive and manufacturing
aftermarket. Voyager will identify companies with regional distribution channels
and seasoned management that would recognize increased revenue and/or
significant cost savings from an injection of working capital, wider
distribution channels and vertical integration of supply, processing, packaging
and distribution.

RECENT DEVELOPMENTS

The Company entered into a Purchase and Sale Agreement ("Agreement"), effective
January 19, 2007, with Deacon Enterprises, Inc., a Michigan corporation, for the
purchase of a processing facility located in Detroit, Michigan. The property was
bought by 600 S. Deacon, LLC, our wholly-owned subsidiary for $725,000. In
addition to customary closing conditions, Voyager was obligated to obtain, at
its own cost, a category S baseline environmental assessment ("BEA"), which it
filed with the Michigan Department of Environmental Quality in May, 2007.

The purchase of the Detroit processing facility closed in escrow on April 4,
2008. The Company obtained 100% seller financing. Funds provided at closing were
$125,000 which included a $50,000 deposit held in escrow. The remaining $600,000
was satisfied by a secured promissory note bearing a 10% interest rate per annum
and mortgage dated April 4, 2008.

Analysis of Business
--------------------
The Company's recent introduction into the oil industry will allow the Company
to continue its development stage operations and to concentrate its strategy
toward the acquisition of middle-market companies as well as facilities that can
be used to process, blend, package, and distribute petroleum-based products for
the automotive and manufacturing aftermarket. We believe there is ample room for
revenue producing activities in this market that have not yet been tapped.

CRITICAL ACCOUNTING POLICIES

The methods, estimates and judgments we use in applying our accounting policies
have a significant impact on the results we report in our financial statements,
which we discuss under the heading "Results of Operations" following this
section of our MD&A. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Our most critical accounting
estimates include the assessment of our inventory valuation and patent
valuation.

We believe the following critical accounting policies reflect our more
significant estimates and assumptions used in the preparation of our
consolidated financial statements:

Revenue Recognition
-------------------
The Company generates revenue through the sale of their petroleum-based products
that include motor oils and grease, fluids such as anti-freeze, air fresheners
or other oil based products used for engine oils, hydraulic fluids, metal
working fluids or other purposes.

Revenue is earned and recognized when the product title passes from the Company
to the buyer. Depending on the shipping contract (FOB shipping point/FOB
destination), revenue is recognized and earned when the product is delivered and
accepted by the buyer.

Intangible Assets
-----------------
On November 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets." The 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.

                                       16


<PAGE>


Management periodically reviews the carrying value of acquired intangible assets
that are being amortized to determine whether 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. No impairment losses were recorded in the three months ending March
31, 2008. An impairment loss of $135,275 was recorded for the loss of one patent
on March 31, 2006.

Stock Based Compensation
------------------------
On January 1, 2006, the Company adopted the fair value recognition provisions of
SFAS No. 123(R), Share-Based Payment. Prior to January 1, 2006, the Company
accounted for share-based payments under the recognition and measurement
provisions of APB Opinion NO. 25, Accounting for Stock Issued to Employees, and
related Interpretations, as permitted by FASB Statement No. 123, Accounting for
Stock Based Compensation. In accordance with APB 25, no compensation cost was
required to be recognized for options granted that had an exercise price equal
to the market value of the underlying common stock on the date of grant.

The Company adopted FAS 123(R) using the modified prospective transition method.
Under this method, compensation cost recognized in the year ended December 31,
2006 includes: a) compensation cost for all share-based payments granted prior
to, but not yet vested as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of FAS 123, and b)
compensation cost for all share-based payments granted subsequent to January 1,
2006, based on the grant-date fair value estimated in accordance with the
provisions of FAS 123(R).

RESULTS OF OPERATIONS

Years ended March 31, 2008 and 2007.
<TABLE>
<S>       <C>
                                              March 31,    March 31,
                                                2008         2007       $ Change   % Change
                                              ---------    ---------    ---------    -----
Revenues                                      $      --    $  48,960    $ (48,960)   -100%
Cost of Revenues                                  3,647       36,000       32,353      90%
                                              ---------    ---------    ---------    -----
Gross Profit                                     (3,647)      12,960      (16,607)   -128%
Operating, General and Administrative Costs     506,156      726,032     (219,866)    -30%
                                              ---------    ---------    ---------    -----
Net Operating Loss                            $(509,813)   $(713,072)   $ 203,259     -29%
                                                           =========    =========    =====
</TABLE>

In the first quarter of 2008, we experienced a decrease in revenues of 100% or
$48,960 from March 31, 2007. There were no sales of petroleum-based products due
to a calculated management decision to concentrate all of its efforts and the
Company's resources into the renovation of the Detroit facility and forego
manufacturing out of third-party facilities. There has been no established
financial history or trend that has given rise to any periodic material change.

The costs associated with goods sold decreased due to limited sales activity
and an inventory adjustment of $9,426 offset by a credit of $6,873 from a vendor
upon the return of inventory resulting in a gross loss of $3,647 for the three
months ended March 31, 2008.

Our operating, general and administrative costs decreased by 30% or $219,866.
This is primarily due to a decrease in payroll expense ($125,850) as a result of
lack of in-house staff in the three months ended March 31, 2008, professional
fees ($94,349), and interest expense ($15,885). Professional fees of $248,598
for the first quarter of 2008 consisted primarily of accounting and
Sarbanes-Oxley consulting of $51,283, legal of $14,447 and amortization of four
prepaid consulting agreements with unaffiliated third parties of $121,956. The
early termination of our investor relations agreement with Prominence Media
Corporation (5/15/07-2/15/08) accounted for over half ($72,951) of this figure.
This contract was for services related to investor relations services and to
generate stock awareness in the European community. Amortization of $4,623
related to our contract with Lisa Marie Laurenzano (1/25/07-1/25/08) who was
retained to increase domestic stock awareness and to provide introductions to
institutional financiers. The remaining contracts with Cumbuco Beach, Inc.
(6/30/07-6/30/08) and Uptick (12/10/07-3/10/08) accounted for the remaining
amortization of $7,459 and $39,923, respectively. Cumbuco was hired to raise
stock awareness in the Canadian markets and to assist in structuring financing
from foreign-based institutions. Uptick provides consulting for bridge financing
and is to provide introductions to alternative investment strategies. As of
March 31, 2008, only $7,459 remains to be amortized as a result of prepaid
consulting agreements.

Manufacturing

Manufacturing of petroleum-based products was initially taking place at
licensed, third-party manufacturing facilities in Illinois and Indiana in 2007.
In October, 2007, the Company entered into an exclusive contract manufacturing
agreement and an exclusive contract processing agreement with Oil Recycling
Manufacturing/Grise/Kaminga and Oil Recycling Company/Grise, respectively, for a
three-year term. Both of these companies operate out of Indiana.

Under the terms of the manufacturing agreement, the Company provides Oil
Recycling Manufacturing with bulk oil, bottles, caps, labels, and cartons. The
finished products are then shipped by third party carriers. As consideration for
the services to be rendered, the Company issued Grise and Kaminga 100,000 shares
of common stock each, valued at the closing bid price on the same date of $0.061
on October 25, 2007.

Under the terms of the processing agreement, Oil Recycling Company processes the
bulk oil provided by the Company. As consideration for the services to be
rendered, the Company issued Grise 200,000 shares of common stock valued at
the closing bid price on the same date of $0.061.

Both Agreements may be terminated by mutual agreement of the parties. In the
first quarter of 2008, management decided to concentrate all of its efforts and
the Company's resources into the design of and installation of equipment into
the processing area in the Detroit facility and forego manufacturing out of
these third-party facilities. The Company intends to negotiate a termination of
these third-party agreements in 2008.

While this resulted in no sales in the first quarter of 2008, the Company
believes that its focus on one location will result in the faster development
of the Detroit facility than if it split its time and resources to numerous
locations. While the Company began processing on March 26, 2008, it is making
adjustments as necessary and still intends to add some additional equipment to
maximize speed and efficiency as well as to continue to upgrade the facility.


                                       17

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Voyager Petroleum is accounted for as a development stage company. We are
currently seeking to expand our operations and are investigating additional
business opportunities and potential acquisitions. Accordingly, we will require
additional capital to complete the expansion and to undertake any additional
business opportunities.

During the period of the next 12 months, Voyager Petroleum needs additional
capital to increase sales, to get the Detroit facility fully operational and to
pursue profitable acquisitions of middle-market petroleum lubricant suppliers,
manufacturers and distributors and facilities for the production of these
products. There is no guarantee that we will be able to raise enough capital or
generate enough revenue to sustain our operations. Voyager Petroleum is
accounted for as a developmental stage company.

<TABLE>
<S>       <C>
                                         March 31,  December 31,
                                           2008         2007       $ Change      % Change
                                        ----------   ----------   ----------    ----------
Cash                                    $   89,280   $   14,976   $   74,304         496%
Accounts Receivable                     $       --   $   25,433   $  (25,433)       -100%
Inventory                               $  102,988   $   83,918   $   19,070          23%
Accounts Payable and Accrued Expenses   $2,006,889   $1,797,602   $  209,287          12%
Notes Payables                          $  603,663   $  464,141   $  139,522          30%
Proceeds from Common Stock
  and Subscribed Common Stock           $   77,000   $  257,108   $ (180,108)        -70%
</TABLE>


At March 31, 2008, we have current assets of $235,180 and current liabilities of
$2,682,552. As a result, we have a working capital deficit of $2,447,372 at
March 31, 2008. Our working capital deficit means that we do not have sufficient
current assets to satisfy all of our current liabilities. Our current
liabilities consist of accounts payable of $739,302, accrued expenses of
$1,140,322, accrued interest of $127,265, current notes payable of $603,663 and
lease liability of $72,000.

Voyager Petroleum is entering the business of manufacturing and distributing
petroleum-based products. A large swing in oil prices due to environmental or
world events could affect pricing and sales. However, lubricant oils are made
from less than 1% of a barrel of crude oil, and although prices do change
periodically, there is not the level of volatility seen in traditional crude
petroleum markets. We expect that our sales will be in higher demand during the
summer and winter months. Because consumers drive their vehicles more in the
summer necessitating a greater demand for lubricants and the cold winter weather
will increase the demand for anti-freeze.

As we ceased manufacturing during the first quarter of 2008 to concentrate our
efforts and resources to the renovation of the Detroit facility, our accounts
receivable decreased to $0 at March 31, 2008 as compared to $25,433 at December
31, 2007. Our inventory, however, grew with the acquisition of base oils and
additives from $83,918 at December 31, 2007 to $102,988 at March 31, 2008 as we
began to prepare for the processing of reclaimed used oil. We intend to
consummate sales in the second quarter of 2008 as we attain higher operational
status at the Detroit facility.

Notes payable increased by 30% from $464,141 at December 31, 2007 to $603,663 at
March 31, 2008 as a result of increased debt to sustain the operations of the
Company.

Proceeds from the sale of common stock and common stock purchased but not yet
issued decreased by 70% or $180,108 in the three months ended March 31, 2008
as the Company is attempting to focus on debt versus equity financing.

Cash on hand increased by 496% from $14,976 at December 31, 2007 to $89,280
at March 31, 2008. In the quarter ended March 31, 2008, we had sales
of securities not yet issued of $77,000, loans by an officer of
$15,000, loans by unaffiliated third parties of $221,838, receipt of payments on
accounts receivable of $25,433 from the sales of motor oil and automatic
transmission fluid in the fourth quarter of 2007, and receipt of payment on a
receivable by an officer for stock payroll tax liability of $8,910. The proceeds
were used for general corporate obligations, the payment of promissory notes,
the purchase of equipment, and the purchase of raw materials.

We will continue to need additional cash during the following twelve months to
satisfy current liabilities of $2,682,552, specifically, the payment of notes
payable which will mature and some past due accounts payable. These needs will
coincide with the cash demands resulting from our general operations and planned
expansion. Management believes that the demand for its products is strong. We
intend to promote our environmentally conscious methods for processing reclaimed
used oil as a service to manufacturers and distributors. We will continue to
sell a variety of oils, anti-freeze, and petroleum-based air fresheners. The
Detroit facility, when fully operational, is anticipated to be able to meet this
demand. We need the ability to purchase raw materials, primarily oil,
anti-freeze and additives, as well as packaging and shipping materials once our
packaging operations begin.

Since our entry into the petroleum-based lubricant market is recent and we do
not have an established credit history, our ability to obtain credit and
negotiate favorable terms for the purchase of raw materials is reduced. The time
gap between the Company's investments in materials and payment for the finished
product can be up to several months although the Company is seeking to obtain
stronger relationships with its customer base so that it can negotiate shorter
payment schedules. Without cash resources and storage capacity, the Company can
only maintain a limited level of inventory and service only a small portion of
potential orders for its products.

We will continue to rely upon the sale of securities, funds provided by certain
officers, loans and other debt or equity financing arrangements with third
parties with an emphasis on debt financing arrangements. We are actively
pursuing private debt sources and as of April 4, 2008, have negotiated the close
of the Detroit facility with 100% seller backed financing. Management
anticipates that there will be an increase in operating expenses for the
continued start-up of operations in the Detroit facility in the second quarter
of 2008 and, generally, a higher level of fixed administrative expenses. But the
Company also expects that these administrative expenses will remain relatively
constant over time and that there will be a significant increase in sales to
offset them. There is no assurance that we will be able to obtain additional
capital as required, or obtain the capital on acceptable terms and conditions.
If we are unsuccessful in obtaining additional working capital, we may need to
curtail operations which may result in a lower stock price or cause us to cease
operations altogether.


                                       18


<PAGE>


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES


In May, 2008, management discovered during its quarterly review of the
financial statements for the three months ending March 31, 2008, that
there was an overstatement of warrant expenses of $537,637 for the year
ended December 31, 2007 due to an accounting error. This overstatement
was due to a misapplication of GAAP and a misinterpretation of data
related to warrants issued in connection with the sales of common stock
during the second and third quarter of 2007 and these warrants were
expensed for a total of $537,637. No expenses should have been
recognized. Prior warrants had been issued in connection with services
and were therefore compensatory which required them to be expensed.
While the issuance of the warrants in question were properly accounted
for in the Company's records as associated with the sale of common
stock, the data was misinterpreted. Since these warrants were issued in
connection with a cash sale of common stock and were not compensatory
in any way, the value of the warrants should have been accounted for as
part of the proceeds received from the sale of the common stock and not
as interest or compensation expense. Since this was the first time
warrants were issued in connection with a cash stock sale, accounting
personnel mistakenly included the warrants with other compensatory
warrants (warrants issued in connection with financing or services) and
inadvertently recorded an expense in the Statement of Operations for
each period affected. The substance of this transaction, however, is a
cash sale of common stock where a portion of the proceeds should have
been assigned to the warrants, all of which should have been recorded
as part of an equity transaction, none of which should have been
expensed. The only accounts which should have been affected by this
transaction are common stock and additional paid-in-capital. A
correction of the reported expense reduced the net loss for the year
ended 2007 by approximately 10%, an improvement of the company's
overall financial position. The  financial statements for the year
ended December 31, 2007, for the three months ended September 30, 2007
and for the three months ended June 30, 2007 have been restated in
amended filings to reflect the corrections in accordance with SFAS No.
154, "Accounting Change and Error Correction".

Based on this discovery, the Company re-evaluated the effectiveness of
the Company's internal control over financial reporting for the three months
ended March 31, 2008. In making this re-evaluation, management used the
criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework. Our Chief
Executive Officer and Chief Financial Officer concluded, as of
March 31, 2008, and as amended on September 10, 2008 as a result of
management's re-evaluation of these matters, that, as of March 31, 2008,
there was a  material weakness in our internal control over financial
reporting and, therefore, management has further concluded that its
internal control over financial reporting was not effective based on
those criteria.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Report, there were no changes to our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13(a)-15 or Rule 15(d)-15(f)that has
materially affected, or is reasonably likely to materially affect our internal
control over financial reporting. However, during the three months ended June
30, 2008, after the discovery of the weakness as outlined above, the Company has
changed its internal controls to require a dialogue between our Chief Executive
Officer, our Chief Financial Officer, our external financial reporting
department and, as soon as practical, with the Company's external auditors, in
every instance in which the Company is involved in a new type of transaction to
ensure that data associated therewith is not misinterpreted and is properly
stated.

The Company also revised its review procedures related to material financial
transactions so that these transactions are identified early and the accounting
for these transactions are reviewed by the Company's CEO, CFO, external
financial reporting department and, as soon as practical, with the Company's
external auditors.


                                       19


<PAGE>


PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 18, 2008, the Company issued 833,334 shares of restricted common
stock to Cathy A. Persin for back payroll valued at $0.03 per share based on the
closing bid price on January 17, 2008 for a total of $25,000.

On February 29, 2008, the Company issued, pursuant to a conversion notice dated
February 26, 2008, 3,992,058 shares of unrestricted common stock to THI, Inc.
upon conversion of $43,913 of the principal balance of a Cornell debenture dated
May 25, 2005 in the original principal amount of $350,000 which had been
previously assigned to it at $0.011 per share based on 50% of the lowest closing
bid price of our common stock for the five trading days immediately preceding
the conversion date.

On February 29, 2008 and March 7, 2008, respectively, the Company issued,
pursuant to a notice of conversion dated February 26, 2008, the Company issued
98,851 and 1,475,454 shares of unrestricted common stock to THI, Inc. upon
conversion of $17,317 of the principal balance of a Cornell debenture dated
October 11, 2005 in the original principal amount of $100,000 which had
previously been assigned to it at $0.011 per share based on 50% of the lowest
closing bid price of our common stock for the five trading days immediately
preceding the conversion date.

On March 7, 2008, the Company issued, pursuant to a notice of conversion dated
February 26, 2008, 1,524,545 shares of unrestricted common stock to THI, Inc.
upon conversion of $16,770 of the principal balance of a Trey debenture dated
March 8, 2005 in the original principal amount of $62,500 which had previously
been assigned to it at $0.011 per share based on 50% of the lowest closing bid
price of our common stock for the five trading days immediately preceding the
conversion date.

On March 18, 2008, the Company issued 5,000 shares of restricted common stock as
a commitment fee to BLN Capital Funding for the third amendment of the demand
note dated February 20, 2007 in the original principal amount of $35,000
extending the maturity date from August 30, 2007 to December 31, 2007. The stock
was valued at $200 based on the closing bid price of $0.04 on November 15, 2007.

On March 25, 2008, the Company issued 250,000 shares of restricted common stock
at $0.025 per share to an unaffiliated third party for consulting and accounting
services rendered for a total of $6,250.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

On March 8, 2008, ten out of twelve Cornell Capital and Trey Resources'
debentures dated March 8, 2005 matured as follows:

Cornell            Initial         Outstanding        Outstanding
                  Principal         Principal           Interest
                                  March 31, 2008     March 31, 2008
-------------  ----------------- ----------------- -----------------
   3/8/05          $150,000       $       -               $ 9,683
   3/8/05          $ 50,000       $       -               $ 4,859
   3/8/05          $ 62,500       $       -               $ 6,909
   3/8/05          $ 62,500       $       -               $ 7,194
   3/8/05          $ 17,387       $       -               $ 2,032
                   --------       ------------           ---------
Total              $342,387       $       -               $30,677


Trey               Initial         Outstanding        Outstanding
                  Principal         Principal          Interest
                                  March 31, 2008     March 31, 2008
-------------  ----------------- ----------------- -----------------
   3/8/05          $150,000       $       -               $10,662
   3/8/05          $ 50,000       $       -               $ 5,211
   3/8/05          $ 62,500       $       -               $ 7,421
   3/8/05          $ 62,500       $      6,757            $ 8,627
   3/8/05          $  3,695       $      3,695            $   566
                   --------       ------------           ---------
Total              $328,695       $     10,452            $32,487



At March 31, 2008, outstanding interest of the matured Cornell debentures
totaled $30,677 and outstanding principal and interest of the matured
Trey Resources' debentures totaled $42,939. All of these debentures
remain unpaid as of the date of this filing.

In addition, on December 31, 2007, a promissory note payable to BLN Capital
Funding, LLC in the original principal amount of $35,000 also matured.
Principal and interest of $37,020 remain unpaid as of the date of this filing.
ITEM 4. - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5. - OTHER INFORMATION

None.

ITEM 6. - EXHIBITS.

(a) The following exhibits are filed with this report.

   31.1    Certification by Chief Executive Officer pursuant to Sarbanes Oxley
           Section 302.
   32.1    Certification by Chief Financial Officer pursuant to Sarbanes Oxley
           Section 302.
   32.1    Certification by Chief Executive Officer pursuant to 18 U.S. C.
           Section 1350
   32.2    Certification by Chief Financial Officer pursuant to 18 U.S. C.
           Section 1350

                                       21


<PAGE>


                                   SIGNATURES

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

                                        VOYAGER PETROLEUM, INC.



DATED: October 6, 2008                  BY:/s/ Sebastien C. Dufort
                                            ------------------------------------
                                            SEBASTIEN C. DUFORT, PRESIDENT
                                            CHIEF EXECUTIVE OFFICER
                                            (PRINCIPAL EXECUTIVE OFFICER)



DATED: October 6, 2008                 BY:  /S/ Cathy A. Persin
                                            ------------------------------------
                                            CATHY A. PERSIN
                                            CHIEF FINANCIAL OFFICER
                                            (PRINCIPAL ACCOUNTING OFFICER)





                                       22