<PAGE>

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

                                  FORM 10-QSB

(X)      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 2006

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

                         COMMISSION FILE NUMBER 0-32737

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

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

       16 E. Hinsdale Avenue, Hinsdale, IL 60521          (630)325-7130
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices, including Registrant's zip code
                              and telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports,), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]   No [ ]

The number of shares of the registrant's common stock as of March 31, 2006:
22,383,515 shares.

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



<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements                                               F-2

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations                    26

Item 3.  Controls and Procedures                                             38

PART II. OTHER INFORMATION                                                   39

Item 1.  Legal Proceedings                                                   39

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         39

Item 3.  Defaults Upon Senior Securities                                     39

Item 4.  Submission of Matters to a Vote of Security Holders.                39

Item 5.  Other Information                                                   40

Item 6.
     (a) Exhibits                                                            40
     (b) Reports on 8-K During the Quarter                                   40

SIGNATURES AND CERTIFICATES                                                  40



<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

                                                                           PAGE

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

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

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

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

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


                                      F-1


<PAGE>

<TABLE>
<S>     <C>
                                   VOYAGER ONE, INC. AND SUBSIDIARY
                                    (A DEVELOPMENT STAGE COMPANY)
                                     CONSOLIDATED BALANCE SHEETS
                                             (UNAUDITED)
----------------------------------------------------------------------------------------------------


                                                                    March 31, 2006      December 31,
                                                                    (CONSOLIDATED)         2005
                                                                     ------------      ------------

                             ASSETS
Current assets:
    Cash                                                             $     1,109       $     6,195
    Accounts Receivable                                                   31,513                --
                                                                     ------------      ------------

    Total current assets                                                  32,622             6,195
                                                                     ------------      ------------

Property, equipment and software, net                                         --            22,441
                                                                     ------------      ------------
Other assets:
    Deposits                                                               7,197             7,197
    Domain name                                                           10,000            10,000
    Deferred financing costs and imputed interest, net                    49,236            62,986
    Patents, net                                                         676,379           845,011
                                                                     ------------      ------------

     Total other assets                                                  742,812           925,194
                                                                     ------------      ------------
     Total assets                                                    $   775,434       $   953,830
                                                                     ============      ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                                 $   366,403       $   357,927
    Accrued expenses                                                   1,181,970         1,135,992
    Accrued interest                                                      79,370            75,423
    Notes payable - related party                                         25,000                --
    Notes payable - employee                                                  --           100,000
    Notes payable                                                        129,521           326,288
                                                                     ------------      ------------
     Total current liabilities                                         1,782,264         1,995,630
                                                                     ------------      ------------

Long term note payable - related party                                   889,460           889,460
Long term note payable                                                 1,117,082         1,126,082
                                                                     ------------      ------------

     Total long term liabilities                                       2,006,542         2,015,542

Commitments                                                                   --                --

Stockholders' equity (deficit):
    Preferred Stock, par value $.001, 5,000,000
      shares authorized, 1,000,000 shares
      issued and outstanding at September 30, 2005                         1,000             1,000
    Common Stock, par value $0.001, 200,000,000
      shares authorized, 22,383,515  and 15,170,544
      shares issued and outstanding at March 31, 2006
      and December 31, 2005,respectively                                  22,384            15,171
    Additional paid in capital                                         3,964,425         3,590,910
    Deficit accumulated during development stage                      (7,001,181)       (6,664,423)
                                                                     ------------      ------------
     Total stockholders' deficit                                      (3,013,372)       (3,057,342)
                                                                     ------------      ------------
     Total liabilities and stockholders'
      equity (deficit)                                               $   775,434       $   953,830
                                                                     ============      ============

                            See accompanying notes to financial statements

                                                F-2

<PAGE>

                                          VOYAGER ONE, INC. AND SUBSIDIARY
                                            (A DEVELOPMENT STAGE COMPANY)
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                    FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND
                          CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                                     (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------

                                                                                                        Cumulative
                                                                                                       amount from
                                                                  For the three months ended            inception
                                                               --------------------------------        (June 28,
                                                                                                      2002) through
                                                                 March 31,         March 31,            March 31,
                                                                   2006               2005               2006
                                                               -------------      -------------      -------------
Operating expenses
 Amortization                                                  $     47,107       $     83,578       $    686,900
 Automobile expense                                                      --                 --             24,926
 Bank service charges                                                    21              1,072              6,379
 Depreciation                                                           775              2,640             22,337
 Dues and subscriptions                                                  --                 71                166
 Equipment rental                                                        --             32,478            183,079
 Licenses and permits                                                 1,621             (4,177)            30,592
 Insurance                                                           11,704             29,602            212,523
 Engineering and office supplies                                        627                533            132,492
 Postage and delivery                                                 1,193              1,102             15,905
 Product development                                                     --                 --            153,969
 Consulting and accounting                                           25,175             48,207            965,489
 Legal fees                                                          17,370             53,553            372,692
 Payroll and payroll taxes                                           66,710            262,072          1,779,230
 Reference materials                                                     --                 --                115
 Rent                                                                 3,600             17,309            149,771
 Relocation expense                                                      --                875             11,819
 Repairs and maintenance                                                 60              1,664             11,921
 Marketing supplies                                                      --                 --              5,705
 Communication and internet                                           1,853              6,163             65,588
 Travel and entertainment                                             2,043              1,958             72,217
 Utilities                                                              306              2,600             15,235
 Miscellaneous                                                          165                 --                273
                                                               -------------      -------------      -------------
Total operating expenses and loss from operations                   180,330            541,300          4,919,323
Impairment charges related to intangible assets                     135,275                 --            135,275
Interest expense                                                     47,718             68,840          2,135,662
Gain on cancellation of financing fees                                   --           (172,044)          (172,044)
Gain on sale of equipment                                           (26,565)                --            (26,565)
Loss on abandonment of assets                                            --                 --              9,530
                                                               -------------      -------------      -------------
Net loss before income taxes                                       (336,758)          (438,096)        (7,001,181)
Provision for income taxes                                               --                 --                 --
                                                               -------------      -------------      -------------
Net loss                                                       $   (336,758)      $   (438,096)      $ (7,001,181)
                                                               =============      =============      =============

Loss per share (basic and
  diluted)                                                     $      (0.02)      $      (0.03)
                                                               =============      =============

Weighted average number of shares
  outstanding (basic and diluted)                                18,113,976         14,600,000
                                                               =============      =============

                                          See accompanying notes to financial statements

                                                                F-3


<PAGE>

                                                 VOYAGER ONE, INC. AND SUBSIDIARY
                                                  (A DEVELOPMENT STAGE COMPANY)
                               CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                               FOR THE PERIOD FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                                           (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------------

                                     Preferred stock             Common stock
                               ------------------------- --------------------------
                                                                                                    Deficit
                                                                                                  accumulated
                                                 Par                    Par value                    during          Total
                                 Number of      value      Number of     $0.001        Paid in     development   Stockholders'
                                  shares       $0.001       shares      per share      capital        stage     equity (deficit)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at inception (June
  28, 2002)                             --  $        --           --   $        --   $        --   $        --   $        --
Issuance of common
 stock for professional
 services                               --           --          200            --         1,000            --         1,000
Net loss during the period              --           --           --            --            --        (1,000)       (1,000)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December 31, 2002            --           --          200            --         1,000        (1,000)           --

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

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

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

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

Common stock issued in
 connection with financing              --           --       22,500            23         5,602            --         5,625

Net loss                                --           --           --            --            --      (689,481)     (689,481)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December 31, 2003     1,000,000        1,000   13,185,836        13,186     1,078,189      (690,481)      401,894

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

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

Reverse acquisition                     --           --      954,564           954       (34,758)           --       (33,804)

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

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

Intrinsic value of beneficial
 conversion features of notes
 and debentures                         --           --           --            --     1,580,445            --     1,580,445

Conversion of notes payable
 and debentures into stock              --           --      570,544           571       815,919            --       816,490

Net loss                                --           --           --            --            --    (3,358,256)   (3,358,256)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December 31, 2005     1,000,000  $     1,000   15,170,544   $    15,171   $ 3,590,910   $(6,664,423)  $(3,057,342)

Common stock issued for cash                               3,144,132         3,144       108,955            --       112,099

Common stock issued upon
 exercise of options                                         400,000           400        99,600            --       100,000

Conversion of notes payable
 and debentures into stock                                 3,668,839         3,669       164,960            --       168,629

Net loss                                --           --           --            --            --      (336,758)     (336,758)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at March 31, 2006
      (Unaudited)                1,000,000  $     1,000   22,383,515   $     22,384   $3,964,425   $(7,001,181)  $(3,013,372)
                               ============ ============ ============  ============  ============  ============  ============

                                          See accompanying notes to financial statements

                                                               F-4


<PAGE>

                                        VOYAGER ONE, INC. AND SUBSIDIARY
                                          (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                                   (UNAUDITED)
----------------------------------------------------------------------------------------------------------------
                                                                                                    Cumulative
                                                                                                    amount from
                                                                                                     inception
                                                                For the three     For the three     (June 28,
                                                                months ended      months ended      2002) through
                                                                  March 31,         March 31,         March 31,
                                                                    2006              2005               2006
                                                                ------------      ------------      ------------
Cash flows from operating activities:
Net loss                                                        $  (336,758)      $ (438,097)      $ (7,001,181)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Depreciation and amortization                                        45,784            86,218           707,140
Impairment charges related to intangible assets                     135,275                --           135,275
Loss on asset abandonment                                                --                --             9,530
Imputed Interest                                                         --             6,408            23,428
Issuance of common stock for services                                    --                --            10,075
Issuance of common stock for financing                                   --                --            38,208
Intrinsic value of beneficial conversion feature                         --                --         1,580,445
Conversion of notes payable and debentures into stock                    --                --           120,003
Issuance of notes as payment of accrued interest                         --                --            99,205
Gain on sale of assets                                                7,046                --             7,046
Changes in operating assets and liabilities:
 Deposits                                                                --            (6,696)          (15,598)
 Bank draft                                                              --            53,959                --
 Accounts receivable                                                (31,513)               --           (31,513)
 Accounts payable                                                     8,476           113,648           363,432
 Accrued liabilities                                                 45,978           236,998           467,067
 Accrued interest                                                   (33,191)           61,594           753,027
                                                                ------------      ------------      ------------
Net cash provided by (used in) operating activities                (158,903)          114,032        (2,734,411)
                                                                ------------      ------------      ------------

Cash flows from investing activities:
 Acquisition of property and equipment                                   --                --           (53,533)
 Acquisition of patents                                                  --                --          (465,922)
 Sale of fixed assets                                                16,718                --            16,718
 Acquisition of domain name                                              --                --           (10,000)
                                                                ------------      ------------      ------------
Net cash provided by (used in) investing activities                  16,718                --          (512,737)
                                                                ------------      ------------      ------------
Cash flows from financing activities:
 Cancellation of financing fees                                          --          (172,044)         (172,044)
 Recapitalization                                                        --                --           (33,804)
 Issuance of common stock for cash                                  112,099                --           502,099
 Issuance of notes payable                                           25,000           125,000         3,257,985
 Payments on notes payable                                               --           (67,000)         (305,979)
                                                                ------------      ------------      ------------
Net cash provided by (used in) financing activities                 137,099          (114,044)        3,248,257
                                                                ------------      ------------      ------------
Net increase (decrease) in cash                                      (5,086)              (12)            1,109

Cash, beginning of period                                             6,195             1,012                --
                                                                ------------      ------------      ------------

Cash, end of period                                             $     1,109       $     1,000       $     1,109
                                                                ============      ============      ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                                                  $        --       $       868       $     9,618
                                                                ============      ============      ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS:
      Issuance of Voyager One, Inc. common stock                $        --       $        --       $   (33,804)
                                                                ============      ============      ============
      Issuance of 3,073,000 shares of common stock
        for patents acquired                                    $        --       $        --       $   768,250
                                                                ============      ============      ============
      Cancellation of debentures issued for financing
        fees                                                    $        --       $  (750,000)      $  (750,000)
                                                                ============      ============      ============
      Issuance of convertible debentures for financing
        fees                                                    $                 $        --       $   870,000
                                                                ============      ============      ============
      Issuance of common stock for financing                    $        --       $        --       $     5,625
                                                                ============      ============      ============
      Issuance of common stock for notes and debentures         $   168,629       $        --       $   168,629
                                                                ============      ============      ============

                                 See accompanying notes to financial statements

                                                       F-5
</TABLE>


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

1.       NATURE OF BUSINESS
         ------------------

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

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

         The Company is also exploring other transactions that will fit its
         business model and assist it in meeting the demands of the research and
         development and product-offering segment of the business including the
         outsourcing of research and development and the commercialization
         and/or licensing of Silicon Film's core technologies in the
         marketplace. It is also exploring other acquisitions that will
         compliment its current operations and improve its overall financial
         performance.


                                      F-6


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

2.       REORGANIZATION
         --------------

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

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

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

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

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

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


                                      F-7


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

4.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

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

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

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

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

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

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

         Management periodically reviews the carrying value of acquired
         intangible assets that are being amortized to determine whether an
         impairment may exist. The Company considers relevant cash flow and
         profitability information, including estimated future operating
         results, trends and other available information, in assessing whether
         the carrying value of intangible assets being amortized can be
         recovered. If the Company determines that the carrying value of
         intangible assets will not be recovered from the undiscounted future
         cash flows of the acquired business, the Company considers the carrying
         value of such intangible assts as impaired and reduces them by a charge
         to operations in the amount of the impairment. An impairment charge is
         measured as any deficiency in the amount of estimated undiscounted
         future cash flows of the acquired business available to recover the
         carrying value related to the intangible assets that are being
         amortized. No impairment losses were recorded in 2005. An impairment
         loss of $135,275 was recorded for the three months ended March 31, 2006
         for the loss of one patent.

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

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


                                      F-8


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

             Furniture and equipment                            5 years
             Leasehold improvements                             5 years

         As of March 31, 2006, the Company has no property and equipment.

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

         Long-lived assets, such as property, plant, and equipment, and
         purchased intangibles subject to amortization, are reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. Such events or
         circumstances include, but are not limited to, a significant decrease
         in the fair value of the underlying business, a significant decrease in
         the benefits realized from an acquired business, difficulties or delays
         in integrating the business or a significant change in the operations
         of an acquired business. Recoverability of assets to be held and used
         is measured by a comparison of the carrying amount of an asset to
         estimated undiscounted future cash flows expected to result from its
         use and eventual disposition. If the carrying amount of an asset
         exceeds its estimated future cash flows, an impairment charge is
         recognized for the amount by which the carrying value of the assets
         exceeds its fair value. If a readily determinable market price does not
         exist, fair value is estimated using discounted expected cash flows
         attributable to the assets. Assets to be disposed of are separately
         presented on the balance sheet and reported at the lower of their
         carrying amount or fair value less costs to sell, and are no longer
         depreciated. No impairment losses were recorded in 2005. An impairment
         loss of $135,275 was recorded for the three months ended March 31, 2006
         for the loss of one patent.

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

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


                                      F-9


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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


                                      F-10


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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


                                      F-11


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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

         In March, 2005, the FASB issued FASB Interpretation ("FIN") No. 47,
         "Accounting for Conditional Asset Retirement Obligations-an
         Interpretation of FASB Statement No. 143" ("FIN No. 47"). FIN No. 47
         clarifies the timing of liability recognition for legal obligations
         associated with the retirement of a tangible long-lived asset when the
         timing and/or method of settlement are conditional on a future event.
         FIN No. 47 is effective for us no later than December 31, 2005. We do
         not expect that the adoption of FIN No. 47 will have a material impact
         on our financial condition or results of operations.

         In May, 2005, the FASB issued SFAS No. 154, "Accounting Changes and
         Error Corrections, a replacement of APB No. 20 and FASB Statement No.
         3" ("SFAS No. 154"). SFAS No. 154 requires retrospective application to
         prior periods' financial statements of a voluntary change in accounting
         principle unless it is impracticable. APB Opinion No. 20 "Accounting
         Changes" previously required that most voluntary changes in accounting
         principle be recognized by including in net income of the period of the
         change the cumulative effect of changing to the new accounting
         principle. This statement is effective for our Company as of January 1,
         2006.


                                      F-12


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

5.       COMMITMENTS
         -----------

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

         The Company leased its facility through October 31, 2005 which required
         monthly payments of $4,200. In addition, the Company was responsible
         for all taxes and operating expenses which increased the monthly
         payments to $5,769.50. The lease expired on September 30, 2005. Total
         rent expense under this agreement was $0.00 and $17,309 for the three
         months ended March 31, 2005 and 2004, respectively.

         On November 1, 2005, the Company moved its offices to 16 East Hinsdale
         Avenue, Hinsdale, Illinois 60521 which is subject to a one year lease
         at $1,200 per month and payment of the pro rata share of gas,
         electricity and maintenance. Total rent expense under this agreement
         was $3,600.01 for the three months ended March 31, 2006.

         In 2004, the Company entered into four subleases with Quest
         Manufacturing, Inc. for computer and related equipment which extended
         through 2008. Under the agreements, the Company was required to make
         two upfront payments totaling $6,931 and monthly payments of $6,139
         through October 1, 2005, after which the monthly payments decreased to
         $5,792 upon the expiration of one sublease. The three remaining
         subleases were terminated effective December 1, 2005 pursuant to a
         termination agreement. The outstanding balance of $42,623.93 on the
         three subleases through November 30, 2005 was converted into a note due
         Quest Manufacturing with simple interest at 6% annually which becomes
         due on demand. On December 31, 2005, the note payable was renegotiated
         and the principal of $42,623.93 and accrued interest of $210.20 were
         consolidated with other outstanding notes and obligations due Quest
         Manufacturing, Inc. resulting in a long term note payable due December
         31, 2008 with a principal balance of $427,767.77 and simple interest
         payable on the last calendar day of each month at the prime rate as
         published in the Wall Street Journal on the first business day of each
         month on the outstanding principal balance for each respective month
         until maturity.

         Pursuant to the agreement, all further payments under the subleases
         were terminated. Quest agreed to allow Silicon Film and Voyager One the
         use of specified equipment through the original expiration dates of the
         subleases for the specified equipment except if Quest must, under the
         terms of the master leases, return the specified equipment for failure
         to comply with their terms. The remaining equipment under the subleases
         was returned to Quest Manufacturing. Total expense under the subleases
         for 2005 was $67,178.69 of which $24,554.76 was paid.

         A one-year renewal license starting on March 5, 2005 for organizational
         software required payments totaling $7,470 in 2005. The balance from
         2004 of $9,425.88 was rolled over with the renewal fee requiring an
         upfront payment of $2,895.88 and the remainder of $14,000 was to be
         paid in four installments of $3,500, the last being in 2006. Total
         payments made in 2005 were $6,395.88. No payments were made for the
         three months ended March 31, 2006. The license was not renewed in 2006
         leaving an unpaid balance at March 31, 2006 of $10,500.

         On October 14, 2005, the Company purchased engineering equipment for
         $1.00 as a buyout option on the expiration of a 2004 lease requiring
         monthly payments of $2,269.21. Total lease payments in 2005 were
         $15,884.47. On October 19, 2005, we sold this and other equipment and
         furniture to Quest Manufacturing for a total price of $48,231.38
         pursuant to an asset purchase agreement. See note 6.


                                      F-13


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------


6.       PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment consist of the following at:

                                          March 31,   December 31,
                                            2006         2005
                                        ------------  ------------
         Furniture and equipment        $        --   $    31,818
         Leasehold improvements                  --         5,500
                                        ------------  ------------
                                                           37,318
         Accumulated depreciation                --       (14,877)
                                        ------------  ------------
                                                 --   $    22,441
                                        ============  ============

         Voyager One entered into an asset purchase agreement with Quest
         Manufacturing, Inc., an entity controlled by the Company's CEO, John
         Lichter, effective October 19, 2005, for the sale of furniture and
         equipment in the amount of $48,231.38 payable in one lump sum. An
         addendum to the agreement postponed the effective date to February 7,
         2006 upon Quest's payment of $16,718.21 and provided that the remaining
         balance of $31,513.17 is due by May 31, 2006. On March 31, 2006, the
         outstanding principal of a note due Quest dated December 31, 2005 was
         offset by the balance due.

         Depreciation expense is $775 and $2,640 for the three months ended
         March 31, 2006 and 2005, respectively.


                                      F-14


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

7.       PATENT PURCHASE AND NOTE PAYABLE
         --------------------------------

         On February 1, 2003 the Company purchased patents, trademarks, and
         other intellectual property rights from Quest Manufacturing Inc., which
         is wholly owned by the Company's CEO, in exchange for a note payable
         for $390,000 with a stated interest rate of 6% due on December 31, 2004
         and the issuance of 15,365,000 shares of Class A Common Stock valued at
         $768,250. Additionally, the Company assumed an accounts payable of
         $75,922, payable to the patent attorney. On December 31, 2005, the note
         payable was renegotiated and the balance of $305,000 and accrued
         interest of $45,500 was consolidated with other outstanding notes due
         Quest Manufacturing, Inc. resulting in a long term note payable due
         December 31, 2008 with a principal balance of $427,767.77 and simple
         interest payable on the last calendar day of each month at the prime
         rate as published in the Wall Street Journal on the first business day
         of each month on the outstanding principal balance for each respective
         month until maturity.

         The Company paid $1,234,172 for these patents which are being amortized
         over their expected remaining life of 9 years. Amortization expense
         charged to operations was $47,107 and $83,578 for the three months
         ended March 31, 2006 and 2005, respectively. The balance is:

                                            March 31,   December 31,
                                              2006          2005
                                         -------------  -------------
         Patents                         $  1,098,897   $  1,234,172
         Less: accumulated amortization      (422,518)      (389,161)
                                         -------------  -------------
                                         $    676,379   $    845,011
                                         =============  =============

         On April 9, 2006, the Company did not pay a maintenance fee by its due
         date on patent number 6,370,339 entitled "System and Method For
         Operating an Electronic Film Camera" and no longer holds any ownership
         rights in the technology underlying the patent. The Company recorded an
         impairment loss of $135,275 in the financial statements.

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

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

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

<TABLE>
                                                       March 31,     March 31,    December 31,
                                                         2006          2005           2005
                                                     ------------  ------------   ------------
<S>                                                  <C>           <C>            <C>
         Deferred financing costs                    $   165,000   $   120,000    $   165,000
         Less: accumulated amortization of fees         (115,764)      (64,375)      (102,014)
                                                     ------------  ------------   ------------
         Net deferred financing costs                $    49,236   $    55,625    $    62,986
                                                     ============  ============   ============

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

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

                                                       March 31,     March 31,    December 31,
                                                         2006          2005           2005
                                                     -------------  ------------  ------------

         Deferred imputed interest                   $      -0-     $     -0-     $      -0-
         Less: accumulated amortization of interest         -0-           -0-            -0-
                                                     -------------  ------------  ------------
         Net deferred imputed interest               $      -0-     $     -0-     $      -0-
                                                     =============  ============  ============
</TABLE>

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


                                      F-15
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

9.       INCOME TAXES
         ------------

         The components of the deferred tax asset are as follows:

                                                       March 31,   December 31,
                                                         2006         2005
                                                    -------------  ------------
         Deferred tax assets:
             Net operating loss carry-forward       $    462,032     1,518,000
             Amortization                                 32,524        15,000
             Temporary timing difference                 961,000       961,000
                                                    -------------  ------------

                                                       1,455,556     2,494,000
         Less: valuation allowance                    (1,455,556)   (2,494,000)
                                                    -------------  ------------
         Net deferred tax assets                    $         --   $        --
                                                    =============  ============

         The Company had available approximately $5,054,025 and $4,717,267 in
         unused federal and state net operating loss carry-forwards at March 31,
         2006 and December 31, 2005, respectively, that may be applied against
         future taxable income. These net operating loss carry-forwards expire
         through 2025.

         SFAS No. 109 requires a valuation allowance to be recorded when it is
         more likely than not that some or all of the deferred tax assets will
         not be realized. At March 31, 2006 and December 31, 2005, valuation
         allowances for the full amount of the net deferred tax asset were
         established due to the uncertainties as to the amount of the taxable
         income that would be generated in future years.

         Reconciliation of the difference between the statutory tax rate and the
         effective income tax rate is as follows:

                                                      March 31,     December 31,
                                                        2006           2005
                                                    -------------   ------------

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


                                      F-16


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

10.      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,
         2006 and December 31, 2005, there were 22,383,515 and 15,170,144 shares
         of Common Stock outstanding, respectively and 1,000,000 and 1,000,000
         shares of Series A Preferred Stock outstanding at March 31, 2006 and
         December 31, 2005, respectively. Holders of Common Stock are entitled
         to one vote for each share held with no cumulative voting. Holders of
         Series A Preferred Stock are entitled to 100 votes. Each share of
         Series A Preferred Stock is convertible into one share of Common Stock
         at the discretion of the stockholder. The holders of Common and Series
         A Preferred Stock vote together as a single class. The Common Stock and
         Series A Preferred Stock have equal liquidation and dividend rights.

         AMENDMENT TO THE ARTICLES OF INCORPORATION
         ------------------------------------------

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

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

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

         CANCELLATION OF SHARES
         ----------------------

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

         EXERCISE OF STOCK OPTIONS AND EXCHANGE OF STOCK WARRANT
         -------------------------------------------------------

         On April 28, 2004, the Company issued stock options for 400,000 shares
         of post stock split common stock at $0.25 per share to four key
         employees of the Company which expire in 2009. No vesting period was
         required. The Company does not have a stock-based compensation plan.
         These stock options were exercised on January 12, 2006 and were paid
         with promissory notes due Voyager One which were previously assigned
         from Quest Manufacturing, Inc. to each of the four key employees to be
         used as payment of the exercise of the options.

         On April 28, 2004, the Company also issued a warrant to CMI Capital,
         LLC, a financial consulting firm, for 666,666 post stock split shares
         of its common stock at $.25 per share exercisable after February 26,
         2005 with an expiration date of February 26, 2010. This warrant was
         cancelled on July 15, 2004. On the same date, Voyager One, Inc. issued
         a warrant to CMI Capital, LLC, to purchase 666,666 shares of Voyager
         One, Inc.'s common stock at $.25 per share exercisable on and after
         January 15, 2005. This warrant expires on January 15, 2010. The
         managers and principals of CMI Capital LLC, a limited liability
         corporation, are Gerry Martin and Greg Orlandella, each having an equal
         interest.


                                      F-17


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

11.      CONVERTIBLE DEBENTURES
         ----------------------

         In May 2004, Voyager One entered into a Securities Purchase Agreement
         which was amended in August, 2004 pursuant to which Cornell Capital
         Partners agreed to purchase $1,100,000 of 5% secured, convertible
         debentures. As of March 31, 2006, Voyager One has received gross
         proceeds of $1,100,000 which includes 5% secured convertible debentures
         in the amount of $350,000 and $100,000 which were issued on May 25,
         2005 and October 11, 2005, respectively. The debentures are convertible
         at the holder's option any time up to maturity at a conversion price
         equal to the lower of (i) 150% of the lowest initial bid price of the
         common stock as submitted by a market maker and approved by the
         National Association of Securities Dealers or (ii) 50% of the lowest
         closing bid price of the common stock for the 5 trading days
         immediately preceding the conversion date. Except upon an event of
         default, these debentures are not convertible if such conversion would
         result in the holder beneficially owning more than 4.9% of Voyager
         One's outstanding common stock. At maturity, Voyager One, Inc. has the
         option to either pay the holder the outstanding principal balance and
         accrued interest or to convert the debentures into shares of common
         stock at a conversion price equal to the lower of (i) 150% of the
         lowest initial bid price of the common stock as submitted by a market
         maker and approved by the National Association of Securities Dealers or
         (ii) 50% of the lowest closing bid price of the common stock for the 5
         trading days immediately preceding the conversion date. The convertible
         debentures are secured by all of Voyager One, Inc.'s assets. In the
         event the debentures are redeemed, then Voyager One, Inc. will issue to
         the holder a warrant to purchase 50,000 shares for every $100,000
         redeemed. Cornell Capital purchased the convertible debentures from
         Voyager One, Inc. in a private placement in May 2004. Cornell Capital
         has received a one-time structuring fee of $10,000 and a one-time
         commitment fee of 10% of the gross proceeds of the convertible
         debentures. The commitment fee of 10% has been paid proportionately in
         cash upon receipt of each distribution of proceeds.

         On December 15, 2004, Cornell Capital assigned one-half or $325,000 of
         the issued debentures to date plus accrued but unpaid interest on a pro
         rata basis to Trey Resources, Inc., a Delaware corporation. On March 8,
         2005, Voyager One consented to the assignment whereupon Cornell Capital
         terminated the original debentures and, concurrently, Voyager One
         issued a total of four new debentures to Cornell Capital and Trey
         Resources, each, in the amount of one-half of the originally issued
         debentures. Voyager One also issued additional three-year 5%
         convertible debentures, effective March 8, 2005, to Cornell Capital in
         the amount of $17,386.98 and to Trey Resources in the amount of
         $3,695.21 which represent all interest earned pro rata on the original
         four debentures up to termination. All of these debentures mature on
         March 8, 2008. The terms, except as indicated above, are identical to
         those originally issued.

         On October 4, 2005, Voyager One received notification from its market
         maker, Basic Investors, Inc., that its information statement which was
         filed with the National Association of Securities Dealers, Inc. on Form
         15c-211 in June, 2005 for quotation of its common stock on the Over The
         Counter Bulletin Board was approved. The trading symbol assigned to
         Voyager One is "VYGO.OB" This event made the beneficial conversion
         feature of the convertible debentures a certainty which was accounted
         for as a debit to interest expense in the amount of $1,040,525.

         On December 20, 2005 and February 8, 2006, Voyager One issued 160,000
         shares at $0.125 per share and 280,000 shares at $0.0125 per share
         respectively, of unrestricted common stock to Cornell Capital upon
         conversion of $20,000 and $3,500, respectively, of the debenture dated
         March 8, 2005 in the original principal amount of $150,000. The share
         price represents 50% of the lowest closing bid price of the common
         stock for the five trading days immediately preceding the conversion
         date. On April 3, 2006, an additional 714,286 shares of restricted
         common stock with a restriction date of May 21, 2004 were issued upon
         conversion of $12,500 of the principal balance of the same debenture.
         The shares issued in April, 2006 were not registered with the
         Securities and Exchange Commission.


                                      F-18


<PAGE>

<TABLE>
<S>     <C>
                                  VOYAGER ONE, INC. AND SUBSIDIARY
                                    (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
----------------------------------------------------------------------------------------------------

         On February 8, 2006, Voyager One issued 440,000 shares of unrestricted
         shares of common stock to Trey Resources, Inc. upon conversion of
         $5,500 of the principal balance of the debenture dated March 8, 2005 in
         the original principal amount of $150,000 at $0.0125 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 3,
         2006, an additional 714,286 shares of restricted common stock with a
         restriction date of May 21, 2004 were issued upon conversion of $12,500
         of the principal balance of the same debenture. The shares issued in
         April, 2006 were not registered with the Securities and Exchange
         Commission.


12.      NOTES PAYABLE
         -------------
         The notes payable balance consists of the following:

                                                              March 31, 2006     December 31, 2005
                                                           -------------------- --------------------
           12% note payable to Byrne, principal
               and accrued interest of $59,274.08
               converted into 47,420 shares of
               common stock at $1.25 per share
               (50% conversion based on price of
               $2.50 per share) on July 25, 2005           $           --        $          --

           12% note payable to A. Byrne, principal
               and interest due April 30, 2006,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, $25,000 principal
               was converted into 13,334 shares of
               common stock at $1.875 per share
               (25% conversion based on price of
               $2.50 per share) on July 25, 2005.
               Remainder of principal and accrued
               interest was converted on March 3, 2006                 --               29,241

           12% note payable to P. Byrne, principal
               and interest due April 30, 2006,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, $25,000 principal
               was converted into 13,334 shares of
               common stock at $1.875 per share
               (25% conversion based on price of
               $2.50 per share) on July 25, 2005.
               Remainder of principal and accrued
               interest was converted on March 3, 2006                 --               28,452

           24% note payable to Coan, principal and
               interest due December 31, 2005. Coan was
               repaid $10,000 of the original principal
               balance of $50,000 on August 6, 2004
               and $5,000 of the principal balance on
               December 20, 2004 (an extension has
               not been reached with note holder)                  35,000               35,000

           12% note payable to Culbertson, principal
               and accrued interest of $29,541.43
               converted into 23,634 shares of
               common stock at $1.25 per share
               (50% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --


                                                    F-19


<PAGE>

                                  VOYAGER ONE, INC. AND SUBSIDIARY
                                    (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
----------------------------------------------------------------------------------------------------

                                                            March 31, 2006      December 31, 2005
                                                           -------------------- --------------------
           12% note payable to Didonato, principal
               and accrued interest of $29,402.35
               converted into 23,522 shares of
               common stock at $1.25 per share
               (50% conversion based on price of
               $2.50 per share) on July 25, 2005           $           --       $           --

           12% note payable to Hemmel, principal
               and interest due June 30, 2006,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date                                     50,000               50,000

           12% note payable to Jassy, principal
               and accrued interest of $60,184.45
               converted into 32,099 shares of
               common stock at $1.875 per share
               (25% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --

           12% note payable to Jassy, principal
               and accrued interest of $29,567.49
               converted into 23,654 shares of
               common stock at $1.25 per share
               (50% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --

           12% note payable to Lake & Associates,
               principal and accrued interest of
               $228,050.41 converted into 98,766
               shares of common stock at $2.309
               (92.4% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --

           12% note payable to Lamb, principal
               and accrued interest of $55,014.96
               converted into 44,012 shares of
               common stock at $1.25 per share
               (50% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --

           12% note payable to Matz, principal
               and accrued interest of $38,138.88
               converted into 20,341 shares of
               common stock at $1.875 per share
               (25% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --

           12% note payable to McGrain, principal
               and accrued interest of $29,471.88
               converted into 23,578_shares of
               common stock at $1.25 per share
               (50% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --

           12% note payable to Nolan, principal and
               interest due April 30, 2006,
               convertible into common stock
               after company's listing on a public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date                                     44,521               44,521

           12% note payable to O'Keefe, principal
               and accrued interest of $87,843.29
               converted into 46,850 shares of
               common stock at $1.875 per share
               (25% conversion based on price of
               $2.50 per share) on July 25, 2005                       --                   --


                                                      F-20


<PAGE>
                                 VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
   -------------------------------------------------------------------------------------------------

                                                              March 31, 2006     December 31, 2005
                                                           -------------------- --------------------

           12% note payable to Prikos, principal and
               interest due December 31, 2005,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 50% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, as a result of a
               renegotiated 12% convertible note
               payable with a principal amount of
               $75,000 (principal and accrued interest
               of $93,637.67 were converted into
               749,102 shares of common stock on
               January 12, 2006)                           $           --       $       84,074

           24% note payable to Schmidt, principal and
               interest due December 31, 2005 (principal
               and accrued interest of $38,668.44 were
               used to purchase 966,711 shares
               of common stock on March 10, 2006)                      --               30,000

           24% note payable to Webb, principal and
               interest due December 31, 2005 (principal
               and accrued interest of $32,430.13 were
               used to purchase 810,754 shares
               of common stock on March 28, 2006)                      --               25,000

           24% note payable to Weidner, principal and
               interest due January 10, 2005 and
               subsequently paid in full on
               January 10, 2005                                        --                   --
                                                           -------------------- --------------------
                                                           $      129,521       $      326,288
                                                           ==================== ====================

The notes payable - employee balance consist of the following:

            0% note payable to Castro for $2,976.25,
               as a result of an assignment on
               September 30, 2005 from Quest
               Manufacturing, Inc. of a portion of
               the principal of a $20,000 note that
               matured to be used as payment for
               options (paid upon exercise of options
               on January 12, 2006)                        $           --       $        2,976

            0% note payable to Fuhs for $47,023.75,
               as a result of an assignment on
               September 30, 2005 from Quest
               Manufacturing, Inc. of a portion of
               the principal of a $80,000 note that
               matured to be used as payment for
               options (paid upon exercise of options
               on January 12, 2006)                                    --               47,024

            0% note payable to Parham for $2,976.25,
               as a result of an assignment on
               September 30, 2005 from Quest
               Manufacturing, Inc. of a portion of
               the principal of a $20,000 note that
               matured to be used as payment for
               options (paid upon exercise of options
               on January 12, 2006)                                    --                2,976

            0% note payable to Persin for $47,023.75,
               as a result of an assignment on
               September 30, 2005 from Quest
               Manufacturing, Inc. of $32,976.25 of
               the principal of a $80,000 note and
               $14,047.50 of principal of a $20,000
               note, both of which matured to be used
               as payment for options (subsequently
               paid upon exercise of options on
               January 12, 2006)                                       --               47,024
                                                           -------------------- --------------------
                                                           $           --       $      100,000
                                                           ==================== ====================


                                                    F-21


<PAGE>
                                 VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
----------------------------------------------------------------------------------------------------

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

                                                              March 31, 2006     December 31, 2005
                                                           -------------------- --------------------
         Prime note payable to Castle Hill Advisory
               Group, an entity controlled by the
               Company's president and acting chief
               financial officer, Sebastien DuFort,
               principal due on demand, interest
               payable on last day of each month at
               prime rate as published in Wall Street
               Journal on first business day of each
               month on outstanding principal balance
               for each respective month until maturity.
               No demand has been made as of the date
               of this filing.                             $       10,000       $           --

         Prime note payable to Castle Hill Advisory
               Group, an entity controlled by the
               Company's president and acting chief
               financial officer, Sebastien DuFort,
               principal due on demand, interest
               payable on last day of each month at
               prime rate as published in Wall Street
               Journal on first business day of each
               month on outstanding principal balance
               for each respective month until maturity.
               No demand has been made as of the date
               of this filing.                                     15,000                   --

                                                          -------------------   ------------------
                                                          $        25,000       $           --
                                                          ===================   ==================


                                                    F-22
<PAGE>

                                 VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
----------------------------------------------------------------------------------------------------

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

                                                              March 31, 2006      December 31, 2005
                                                           -------------------- --------------------
         Prime note payable to Castle Hill Advisory
               Group, an entity controlled by the
               Company's president and acting chief
               financial officer, Sebastien DuFort,
               principal due December 31, 2008,
               interest payable on last day of each
               month at prime rate as published in
               Wall Street Journal on first business
               day of each month on outstanding
               principal balance for each respective
               month until maturity. This note
               consolidates the following notes with
               principal and accrued interest as
               follows:

                Date of                         Accrued
                 Note          Principal        Interest
                 ----          ---------        --------
               08/17/04      $ 17,627.76       $1,451.77
               11/03/04      $ 50,000.00       $3,312.33
               02/01/05      $ 25,000.00       $1,368.49
               04/01/05      $  1,500.00       $   67.56
               07/19/05      $ 50,000.00       $1,356.16
               07/28/05      $ 20,000.00       $  509.59
               09/08/05      $  4,000.00       $   74.96
               10/13/05      $ 12,000.00       $  155.84
               10/20/05      $  6,000.00       $   71.01
               10/26/05      $  2,000.00       $   21.70
               12/01/05      $163,579.51       $  806.69
               12/21/05      $ 50,000.00       $   82.19
              *11/16/05      $ 50,000.00       $  706.85

              *represents a note assigned from
               Chace to Castle Hill on December
               31, 2005                                    $      461,692       $      461,692

         Prime note payable to Quest Manufacturing,
               Inc., an entity controlled by the
               Company's CEO, John Lichter,
               principal due December 31, 2008,
               interest payable on last day
               of each month at prime rate as
               published in Wall Street Journal on
               first business day of each month on
               outstanding principal balance for
               each respective month until maturity.
               This note consolidates
               the following notes with principal and
               accrued interest as follows:

                 Date of               Accrued
                  Note     Principal   Interest

               02/01/03 $ 305,000.00 $45,500.00
               10/07/05 $  25,000.00 $   349.32
               11/3/05  $   9,000.00 $    84.33
               12/01/05 $  42,623.93 $   210.20                   427,768              427,768
                                                           -------------------- --------------------
                                                           $      889,460       $      889,460
                                                           ==================== ====================

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

                                                             March 31, 2006      December 31, 2005
                                                           -------------------- --------------------
            6% note payable to Oberman, principal
               and interest due April 1, 2007,
               convertible after April 1, 2006 at the
               holder's request into common stock
               of the company at a 40% discount to the
               average closing bid price for ten trading
               days preceding the conversion date          $       25,000        $      25,000

            Long term portion of convertible debentures
            See note 11.                                        1,092,082            1,101,082
                                                           --------------------  ------------------
                                                           $    1,117,082        $   1,126,082
                                                           ====================  ==================
</TABLE>

                                                    F-23


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         On October 4, 2005, Voyager One received notification from its market
         maker, Basic Investors, Inc., that its information statement which was
         filed with the National Association of Securities Dealers, Inc. on Form
         15c-211 for quotation of our common stock on the Over The Counter
         Bulletin Board was approved. The trading symbol assigned to Voyager One
         is "VYGO." This event made the beneficial conversion feature of the
         convertible notes a certainty which was accounted for as a charge to
         interest expense in the amount of $539,920.

13.      STANDBY EQUITY DISTRIBUTION AGREEMENT
         -------------------------------------

         In June 2004, Voyager One entered into a Standby Equity Distribution
         Agreement with Cornell Capital Partners, LP. Pursuant to this
         agreement, Voyager One, may, at its discretion for up to 2 years,
         periodically issue and sell shares of common stock for a total purchase
         price of $20.0 million. If Voyager One requests an advance under the
         Standby Equity Distribution Agreement, Cornell Capital Partners, L.P.
         will purchase shares of common stock for 98% of the lowest closing bid
         price on the Over-the-Counter Bulletin Board or other principal market
         on which our common stock is traded for the 5 days immediately
         following the notice date. Cornell Capital Partners, L.P. intends to
         sell any shares purchased under the Standby Equity Distribution
         Agreement at the market price. The effectiveness of the sale of the
         shares under the Standby Equity Distribution Agreement is conditioned
         upon Voyager One, Inc. registering the shares of common stock with the
         Securities and Exchange Commission. Cornell Capital Partners was paid a
         one-time commitment fee of $740,000, payable as a three-year 0%
         debenture convertible into shares of common stock at a price equal to
         the lowest closing bid price for the five trading days immediately
         preceding the conversion date and a structuring fee of $45,000 payable
         as cash. In addition, Newbridge Securities Corporation, a registered
         broker-dealer, was paid a fee of $10,000, payable as a three-year 0%
         debenture convertible into shares of common stock at a price equal to
         the lowest closing bid price for the five trading days immediately
         preceding the conversion date. These fees are being amortized over the
         term of the debentures.

         On March 17, 2005, by mutual agreement of the parties, the Standby
         Equity Distribution Agreement and related transaction documents as well
         as the $740,000 and $10,000 convertible debentures were terminated
         including all rights and obligations therein. The termination in March,
         2005 arose as a result of the Company's prior discussions with the SEC,
         which indicated that the sales of securities under the securities
         purchase agreement, including the issuance of the convertible
         debentures thereunder, the transactions under the standby equity
         distribution agreement and the issuance of $750,000 convertible
         debentures could be viewed as a single transaction and, if so viewed,
         might not be consistent with SEC guidelines regarding equity lines.
         Cornell Capital and Newbridge Securities agreed with the Company to
         terminate their $740,000 and $10,000 convertible debentures,
         respectively, because the Company viewed these debentures as additional
         "consideration" for Cornell Capital and "consideration" for Newbridge
         Securities associated with the equity line. With the equity line
         terminated, the services related to the convertible debentures would no
         longer be needed and therefore the debentures were cancelled. This
         termination resulted in a $172,044 gain related to previous
         amortization of the deferred financing costs and the imputed interest
         recognition.


                                       F-24


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

14.      SUBSEQUENT EVENTS

         On April 3, 2006, Voyager One issued 714,286 shares of restricted
         shares of common stock to Cornell Capital upon conversion of $12,500 of
         the principal balance of the debenture dated March 8, 2005 with a
         restriction date of May 21, 2004 in the original principal amount of
         $150,000 at $0.0175 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. These shares were not registered with
         the Securities and Exchange Commission.

         On April 3, 2006, Voyager One issued 714,286 shares of restricted
         shares of common stock to Trey Resources, Inc. upon conversion of
         $12,500 of the principal balance of the debenture dated March 8, 2005
         with a restriction date of May 21, 2004 in the original principal
         amount of $150,000 at $0.0175 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. These shares were not
         registered with the Securities and Exchange Commission.

         On April 9, 2006, the Company did not pay a maintenance fee by its due
         date on patent number 6,370,339 entitled "System and Method For
         Operating an Electronic Film Camera" and no longer holds any ownership
         rights in the technology underlying the patent. An impairment loss of
         $135,275 was recorded in the financial statements.

         On April 14, 2006, Voyager One issued an unsecured $18,000 note payable
         to Castle Hill Advisory Group with principal due on demand and interest
         payable monthly on the last calendar day of each month at the prime
         rate as published in the Wall Street Journal on the first business day
         of each month on the outstanding principal balance for each respective
         month until maturity. No demand has been made as of the date of this
         filing.

         On April 28, 2006, Voyager One issued, pursuant to a securities
         purchase agreement, 600,000 shares of restricted common stock to an
         outside party for a total purchase price of $13,000 at $0.065 per share
         based on the closing bid price of our common stock on April 27, 2006.

         On April 28, 2006, Voyager One, Inc. issued, pursuant to a securities
         purchase agreement 6,255,448 shares of restricted common stock to
         Castle Hill Advisory Group at $0.065 per share totaling $406,604.10.
         The shares were exchanged for the reduction of the outstanding
         principal balance of a promissory note dated December 31, 2005 issued
         by the Company to Castle Hill Advisory Group. Sebastien DuFort, our
         President and Acting Chief Financial Officer, is a 100% shareholder of
         Castle Hill Advisory Group.

         On April 28, 2006, Voyager One, Inc. issued, pursuant to a securities
         purchase agreement, 6,507,249 shares of restricted common stock to
         Quest Manufacturing, Inc. at $0.065 per share totaling $422,971.19. The
         shares were exchanged for the reduction of the outstanding principal
         balance of a promissory note dated December 31, 2005 issued by the
         Company to Quest Manufacturing, Inc. together with other outstanding
         debt owed Quest Manufacturing, Inc. and John Lichter. Mr. Lichter, our
         CEO, is a 100% shareholder of Quest Manufacturing, Inc.

         On April 28, 2006, Voyager One, Inc. issued, pursuant to a securities
         purchase agreement, 15,718 shares of restricted common stock to its
         Vice President and Corporate Secretary, Cathy A. Persin, at $0.065 per
         share totaling $1,021.65.

         On April 28, 2006, Sebastien DuFort, our President and Acting Chief
         Financial Officer, gifted 300,000 shares of his common stock to his
         wife as custodian for his three minor children and 300,000 shares to
         outside parties.

         On May 2, 2006, Voyager One, Inc. issued, pursuant to a securities
         purchase agreement, 142,857 shares of restricted common stock to its
         Vice President and Corporate Secretary, Cathy A. Persin, at $0.07 per
         share totaling $9,999.99.


                                      F-25


<PAGE>

         On May 7, 2006, Voyager One, Inc. entered into a letter of intent to
         acquire Gulf Coast Petroleum, Inc. based in Chicago, Illinois. Gulf
         Coast Petroleum, Inc. is a distributor of Centron. Centron is a
         patented fuel additive produced by American Energy Group which works as
         a catalyst during combustion to burn fuel more efficiently and
         completely resulting in a consistent increase in fuel economy together
         with reduced vehicle operating costs and improved air quality. It has
         been successfully tested as engine safe with a wide array of diesel and
         gasoline series engines. The transaction, which is subject to the
         signing of a definitive agreement and customary closing conditions, is
         to close no later than June 19, 2006. The terms of the transaction have
         not been disclosed.

         On May 15, 2006, Voyager One, Inc. issued, pursuant to a securities
         purchase agreement, 300,000 shares of restricted common stock to Castle
         Hill Advisory Group at $0.10 per share totaling $30,000.00. The shares
         were exchanged for the reduction of the outstanding principal balance
         of a promissory note dated December 31, 2005 issued by the Company to
         Castle Hill Advisory Group. Sebastien DuFort, our President and Acting
         Chief Financial Officer, is a 100% shareholder of Castle Hill Advisory
         Group. On the same date, Castle Hill Advisory Group gifted the 300,000
         shares to outside parties.


                                       F-26


<PAGE>

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

         The following information should be read in conjunction with the
consolidated financial statements of Voyager One and the notes thereto appearing
elsewhere in this filing as well as the 10-KSB filed with the Securities and
Exchange Commission on April 14, 2006.

OVERVIEW

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

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

         On April 28, 2004, Voyager One affected a 1 for 1.6 forward split of
its shares of common stock and Series A preferred stock, and a cancellation of
400,000 shares of common stock (post-stock split) held by its chief executive
officer, John Lichter. Before the stock split there were 9,375,000 shares of
common stock and 625,000 shares of Series A preferred stock issued and
outstanding. After the stock split and cancellation of 400,000 shares, there
were 14,600,000 shares of common stock and 1,000,000 shares of Series A
preferred stock issued and outstanding. Any reference in this quarterly report
to our common stock and Series A preferred stock after April 28, 2004 is stated
on a post-stock split basis, unless otherwise indicated. As of March 31, 2006
the Company has 22,383,515 shares of common stock and 1,000,000 shares of Series
A preferred stock issued and outstanding.


                                       26


<PAGE>

         In May 2004, the first prototype was developed of the four mega-pixel
version of the EFS. This prototype, which was functional but was not built to a
commercially feasible form or size, was developed primarily as a demonstration
device to be used as a hardware and software development platform. This platform
has allowed our engineers to prototype a new circuit for improving the
electronic system needed to develop the new generation product. Development of
this prototype continues to progress. The detailed electrical circuit schematics
and mechanical design specifications are near completion. Because of corporate
fiscal restraints, procurement of the testing prototype has been delayed due to
costs associated with the purchase of components and services for custom board
design and subsequent testing. Once these restraints have been eased, the
procurement of engineering services to outside sources can commence and
prototype testing can begin.

         While we only have a prototype of the product we expect to
commercialize, we expect that our growth will be driven by the growth of digital
imaging, a large installed base of conventional 35mm cameras, strong product
appeal, a highly adaptable, scalable, and defensible product architecture,
robust marketing and manufacturing strategies, and a talented management team.

         The installed base of owners of 35mm SLR cameras represent a
significant market segment. In 2003, 61 million U.S. households owned a 35mm
camera, and 23 million U.S. households owned a 35mm SLR camera according to the
2004 Photo Marketing Association U.S. Consumer Photo Buying Report. From a
review of the data, we estimate the installed base of 35mm SLR units worldwide
is between 60 to 80 million. Further, conventional point and shoot camera sales
have declined substantially with digital point and shoot cameras taking up their
market. However, the 35mm SLR sales have held firm and have actually showed
slight increases each year.

         Some photographers prefer the use of film because they believe it
provides a higher quality image and allows them to use equipment that they are
accustomed to using including expensive lenses. However, based on the marketing
and development of the first generation product, the "EFS-1," we think many of
them also desire to augment their film shooting with digital imaging as a
convenient option at a competitive cost without forcing them to give up the use
of their cameras, lenses, and photo accessories which they are accustomed to
using and for which they may have expended great expense. Also, our Silicon Film
product line may now see new interest and vitality since a number of 35mm film
manufacturers have recently announced the discontinuation of film manufacture.
This may present a new dynamic in the marketplace for the film camera owners who
eventually may not have any alternative for their film-based equipment but to
leave it in storage. Our prices are expected to be competitive with add-on
accessories such as lenses and high-end flash attachments.

         Notwithstanding our auditor's expression of doubt about our ability to
operate as a going concern (see "Going Concern," below), as well as the fact
that we have no current revenues and about 3.8 million dollars in liabilities,
we believe we will continue to operate and that our products will be marketable.
In November, we reduced our staff to three full-time employees in administration
and operations and have relocated our executive offices to a more cost effective
space as part of our overall strategy to reduce operating expenses and improve
financial performance. Since substantial additional capital is needed to pursue
in-house development of our products, we have expanded our business plan to
include alternate options including the outsourcing of research and development
and the commercialization and/or licensing of Silicon Film's core technologies
in the marketplace. Voyager One is in negotiations with Douglas Howe, the former
Chief Marketing Officer of our predecessor, to explore and/or pursue these
alternate opportunities. We entered into a letter of understanding with Mr. Howe
on February 23, 2006 which expires on June 30, 2006 in furtherance of these
actions. Under the terms of the letter, Mr. Howe is an independent contractor
and is to explore the potential for these alternate business options and to
provide consulting services to optimize future productivity.

         Voyager One is also exploring other transactions that will fit our
business model and assist us in meeting the demands of the research and
development and product-offering segment of the business as well as exploring
other acquisitions that will compliment our present structure and improve our
overall financial performance.

         On May 7, 2006, Voyager One, Inc. entered into a letter of intent to
acquire Gulf Coast Petroleum, Inc. based in Chicago, Illinois. Gulf Coast
Petroleum, Inc. is a distributor of Centron. Centron is a patented fuel additive
produced by American Energy Group which works as a catalyst during combustion to
burn fuel more efficiently and completely resulting in a consistent increase in
fuel economy together with reduced vehicle operating costs and improved air
quality. It has been successfully tested as engine safe with a wide array of
diesel and gasoline series engines. The transaction, which is subject to the
signing of a definitive agreement and customary closing conditions, is to close
no later than June 19, 2006. The terms of the transaction have not been
disclosed.


                                       27


<PAGE>

GOING CONCERN

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

         Our auditors have included an explanatory paragraph in their report for
the year ended December 31, 2005,indicating that certain conditions exist that
raise substantial doubt regarding our ability to continue as a going concern.
These include the fact that we have been in the development stage since our
inception (June 28, 2002) and that we continue to incur significant losses;
accordingly, our viability depends on our ability to obtain future financing and
the success of our future operations. The financial statements included in this
quarterly report do not include any adjustment to asset values or recorded
amounts of liabilities that might be necessary in the event we are unable to
continue as a going concern. If we are in fact unable to continue as a going
concern, stockholders may lose their entire investment in our common stock.

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

EXPENSES FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005

         The net loss for the three months ended March 31, 2006 was $336,758
compared to $438,096 for the three months ended March 31, 2005, a decrease of
$101,338 largely attributable to our overall strategy to reduce expenses
including our office relocation to a more cost effective space and the reduction
in employees.

         Total operating expenses and loss from operations before impairment
charges related to intangible assets of $135,275, interest of $47,718, and an
offset for a gain on sale of equipment of $26,565 for the three months ended
March 31, 2006 were $180,330 compared to $541,300 for the three months ended
March 31, 2005, a decrease of $360,970. The operating expenses for the three
months ended March 31, 2006 consisted primarily of amortization of $47,107,
insurance of $11,704, consulting and accounting of $25,175, legal fees of
$17,370 and payroll and payroll taxes of $66,710. The consulting and accounting
services are entirely comprised of accounting fees. Most of our expenses were
due to legal fees for general corporate consulting services, accounting fees in
the preparation of the 2005 year end financial statements and payroll expenses.


                                       28


<PAGE>

NOTES

         The following table summarizes the nature and amount of all notes
payable and convertible debt at March 31, 2006. Any material changes to any
renegotiated notes payable or convertible notes are indicated in the footnotes:

<TABLE>
                                            Annual                                         Principal
               Type                        Interest    Conversion     Maturity             Amount at
Date        Investment      Beneficiary      Rate     Discount Rate     Date             March 31, 2006
---------- --------------   ------------   --------   -------------   --------          ---------------
<S>        <C>              <C>                 <C>       <C>          <C>              <C>
04/01/04   Conv.Note        Oberman             6%        40%(1)       04/01/07         $   25,000.00
04/22/04   Note Payable     Coan               24%        N/A          12/31/05(2)      $   35,000.00
01/01/05   Conv.Note        Hemmel             12%        25%(3)       06/30/06         $   50,000.00
01/11/05   Conv.Note        Nolan              12%        25%(3)       04/30/06(2)      $   44,520.55
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $  126,500.00(5)
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $  144,500.00(6)
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   50,000.00
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $   50,000.00
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   17,386.98
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $    3,695.21
05/25/05   Conv.Debenture   Cornell             5%        (4)          05/25/08         $  350,000.00
10/11/05   Conv. Debenture  Cornell             5%        (4)          10/11/08         $  100,000.00
12/31/05   Note Payable     Quest Mtg.         (7)        N/A          12/31/08         $  427,767.77(8)
12/31/05   Note Payable     Castle Hill        (7)        N/A          12/31/08         $  461,692.41(9)
1/24/06    Note Payable     Castle Hill        (7)        N/A          Due on demand    $   10,000.00
2/16/06    Note Payable     Castle Hill        (7)        N/A          Due on demand    $   15,000.00
                                                                                        --------------
                                                                      Total             $2,161,062.92
                                                                                        ==============
</TABLE>

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

(2)      Extension has not been reached with note holder.

(3)      The conversion price is equal to 75% of the average closing bid price
         of our common stock for the thirty trading days immediately preceding
         the conversion date provided Voyager One has been listed on a public
         market for ninety days.

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

(5)      On December 20, 2005, Cornell Capital converted principal of $20,000
         into 160,000 unrestricted shares of common stock at $0.125 per share
         and on February 8, 2006 converted principal of $3,500 into 280,000
         shares of unrestricted shares of common stock at $0.0125 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.


                                       29


<PAGE>

(6)      On February 8, 2006 Trey Resources, Inc. converted principal of $5,500
         into 440,000 unrestricted shares of common stock at $0.0125 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.

(7)      Simple interest is to be paid monthly and is calculated at the prime
         rate as published in the Wall Street Journal on the first business day
         of each month on the outstanding principal balance for each respective
         month until maturity.

(8)      This note supercedes and replaces the obligations and promissory notes
         including all accrued interest from Voyager One, Inc. to Quest
         Manufacturing, Inc. as follows:

                                                     Principal Amt.
                Annual                               Just Prior To    Accrued
               Interest   Conversion      Maturity    Consolidation  Interest at
     Date       Rate     Discount Rate     Date       on 12/31/05     12/31/05
     ----       ----     -------------     ----       -----------     --------
     02/01/03     6%           N/A     Due on demand  $ 305,000.00  $45,500.00
     10/07/05     6%           N/A                    $  25,000.00  $   349.32
     11/3/05      6%           N/A                    $   9,000.00  $    84.33
     12/01/05*    6%           N/A                    $  42,143.84  $   210.20

         *This note payable represents the outstanding balance on four equipment
         subleases due Quest Manufacturing, Inc. through 11-30-05. The remaining
         payments under these subleases have been waived by Quest Manufacturing,
         Inc.

(9)      This note supercedes and replaces the promissory notes including all
         accrued interest from Voyager One, Inc. to Castle Hill Advisory Group
         as follows:

                                                    Principal Amt.
               Annual                               Just Prior To    Accrued
              Interest   Conversion      Maturity   Consolidation  Interest at
    Date       Rate     Discount Rate     Date       on 12/31/05     12/31/05
    ----       ----     -------------     ----       -----------     --------

    08/17/04     6%           N/A    Due on demand   $  17,627.77    $1,451.76
    11/03/04     6%           N/A    Due on demand   $  50,000.00    $3,312.33
    02/01/05     6%           N/A    Due on demand   $  25,000.00    $1,368.49
    04/01/05     6%           N/A    Due on demand   $   1,500.00    $   67.56
    07/19/05     6%           N/A    Due on demand   $  50,000.00    $1,356.16
    07/28/05     6%           N/A    Due on demand   $  20,000.00    $  509.59
    09/08/05     6%           N/A    Due on demand   $   4,000.00    $   74.96
    10/13/05     6%           N/A    Due on demand   $  12,000.00    $  155.84
    10/20/05     6%           N/A    Due on demand   $   6,000.00    $   71.01
    10/26/05     6%           N/A    Due on demand   $   2,000.00    $   21.70
    12/01/05*    6%           N/A    Due on demand   $ 163,579.51    $  806.69
    12/21/05     6%           N/A    Due on demand   $  50,000.00    $   82.19
    11/16/05**  12%           N/A    02/13/06        $  50,706.85    $  706.85

         * This Short Term Promissory Note was issued in accordance with an
         Assignment of the same date from Quest Manufacturing, Inc. to Castle
         Hill Advisory Group of the principal and accrued interest of two notes
         issued to Quest Manufacturing, Inc. dated September 30, 2005 and
         October 3, 2005 in the principal amounts of $136,941.37 and $25,000.00,
         respectively, and accrued interest of $1,395.68 and $242.47,
         respectively.

         ** Represents a note assigned from Chace to Castle Hill effective
         12/31/05.


                                       30


<PAGE>

FINANCIAL RESOURCES AND LIQUIDITY

         Voyager One is accounted for as a development stage company. We had no
revenues for the three months ended March 31, 2006 and 2005. At March 31, 2006,
we had current assets of $32,622 which consisted of an account receivable of
$31,513 from Quest Manufacturing, Inc., an entity controlled by our CEO, John
Lichter, for the sale of certain equipment. At March 31, 2006, we had current
liabilities of $1,782,264. As a result, we had a working capital deficit of
$1,749,642 at March 31, 2006. 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 $366,403, accrued expenses of
$1,181,970, accrued interest of $79,370 and short-term notes payable of
$154,521. In addition, long-term notes payable and convertible debt totaled
$2,006,542. We are in default on one promissory note issued to Coan dated April
22, 2004 in the principal amount of $35,000 which matured on December 31, 2005
and a promissory note issued to Nolan dated January 11, 2006 in the principal
amount of $44,520.55 which matured on April 30, 2006.

         For the three months ended March 31, 2006, net cash used in operations
was ($158,903), net cash used in investing activities was $16,718, and net cash
provided by financing activities was $137,099. Net cash used in operations
consisted primarily of a net loss of $336,758, accounts receivable of ($31,513)
and accrued interest of ($33,191) offset by depreciation and amortization of
$45,784, impairment charges related to intangible assets of $135,275 for the
loss of a patent, gain on sale of assets of $7,046, accounts payable of $8,476,
and accrued liabilities of $45,978, a decrease as compared to $114,032 for the
comparative period in 2005. Net cash used in investing activities was solely
attributable to the sale of fixed assets of $16,718. Net cash provided by
financing activities consisted of the issuance of common stock for cash totaling
$112,099 and the issuance of notes payable of $25,000.

         We have relied exclusively on external financing and loans from
officers and directors to fund our operations and cover our up-front costs.

         In May 2004, Voyager One entered into a Securities Purchase Agreement
which was amended in August 2004 pursuant to which Cornell Capital agreed to
purchase an aggregate of $1,100,000 of our 5% secured convertible debentures. To
date, Voyager One has received the gross proceeds of $1,100,000 under the
agreement. Cornell Capital has received a one-time structuring fee of $10,000
and a one-time commitment fee of 10% of the gross proceeds which has been paid
proportionately in cash upon receipt of each distribution of proceeds. The
proceeds were used to retire a note payable and for payroll and corporate
obligations. Voyager One issued to Cornell Capital three-year debentures on May
21, 2005 for $300,000 and $100,000, August 26, 2004 for $125,000 and November
22, 2004 for $125,000.

         On December 15, 2004, Cornell Capital assigned one-half of the
convertible debentures plus accrued but unpaid interest on a pro rata basis to
Trey Resources pursuant to a written agreement. On March 8, 2005, Voyager One
consented to the assignment whereupon Cornell Capital terminated the original
debentures and, concurrently, Voyager One issued new debentures to Cornell
Capital and Trey Resources, each, in the amounts of $150,000, $50,000, $62,500
and $62,500 in accordance with the assignment. Voyager One also issued
additional 5% convertible debentures, effective March 8, 2005, to Cornell
Capital in the amount of $17,386.98 and Trey Resources in the amount of
$3,695.21 which represent all interest earned pro rata on the original four
debentures up to termination. A debenture was issued on May 25, 2005 in the
amount of $350,000 following the notification from the Securities and Exchange
Commission that our registration statement on Form SB-2 filed March 31, 2005, as
amended, was declared effective on May 11, 2005. Our registration statement
registers for resale 1,690,560 shares of our common stock held by the selling
security holders named in the registration statement which includes 440,000
shares registered, each, for Cornell Capital and Trey Resources. Voyager One
will not receive any proceeds from the sale of shares under the registration
statement.


                                       31


<PAGE>

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

         On October 4, 2005, Voyager One received notification from our market
maker, Basic Investors, Inc., that our information statement which was filed
with the National Association of Securities Dealers, Inc. on Form 15c-211 for
quotation of our common stock on the Over The Counter Bulletin Board was
approved. The trading symbol assigned to Voyager One, Inc. is "VYGO." On the
fifth business day thereafter, October 11, 2005, Cornell Capital purchased the
remaining $100,000 three year convertible debenture in accordance with the
securities purchase agreement.

         We are continuing discussions with Cornell Capital and other external
financing sources.

         Our current cash assets at March 31, 2006 were $1,109. In the first
quarter of 2006, we raised a total of $82,718.21. $63,000.01 came from officers
through loans and sales of securities, $16,718.20 came from the sale of
equipment, and $3,000 came from the sale of securities to an unaffiliated third
party. The proceeds were used for general corporate obligations. While we have
dramatically decreased our operating costs since our office move in November,
2005, we will need to be able to raise $300,000 per month to sustain our current
business plan. To initially ease fiscal constraints, approximately $500,000 will
be needed to cover some past due accounts payable, day-to-day operating expenses
and to procure outside engineering services and components to proceed with our
prototype custom board design and subsequent testing.

         Our primary need for cash during the next 12 months will be to satisfy
current liabilities of $1,782,264, as well as to support our expenses from
operations including the hiring of additional employees and some capital
expenditures mainly of organizational and accounting software. By the end of the
year, we anticipate a need to raise between $10 to $20 million to satisfy these
needs. We are also exploring other options that will fit our business model and
assist us in meeting the demands of the research and development and
product-offering segment of the business as well as additional acquisitions to
compliment our current structure and improve our financial performance.

         On May 7, 2006, Voyager One, Inc. entered into a letter of intent to
acquire Gulf Coast Petroleum, Inc. based in Chicago, Illinois. Gulf Coast
Petroleum, Inc. is a distributor of Centron. Centron is a patented fuel additive
produced by American Energy Group which works as a catalyst during combustion to
burn fuel more efficiently and completely resulting in a consistent increase in
fuel economy together with reduced vehicle operating costs and improved air
quality. It has been successfully tested as engine safe with a wide array of
diesel and gasoline series engines. The transaction, which is subject to the
signing of a definitive agreement and customary closing conditions, is to close
no later than June 19, 2006. The terms of the transaction have not been
disclosed.

         In order to finance growth, we expect that, in 2007, we will need to
raise an additional $20 million to $30 million to fund additional acquisitions,
current and future projects.

         Our operating capital will come from the sale of securities, funds
provided by certain officers and directors and loans and financing arrangements
with third parties. Now that our common stock is being traded on the OTC
Bulletin Board under the trade symbol "VYGO.OB", we anticipate being able to
offer additional and more attractive investment opportunities to potential
investors that were not previously available to us. This will open the door to
new avenues of fundraising. We currently do not have any financing arrangements
or agreements in place to obtain the funds necessary to cover these operational
expenses, capital expenditures and potential acquisitions. There is no guarantee
that Voyager One will be able to raise enough capital or generate revenues to
sustain our operations. If we are unsuccessful in obtaining additional working
capital we may need to reduce operations that may result in a lower stock price
or cause us to cease operations altogether.


                                       32


<PAGE>

EXPECTED PURCHASE OF SIGNIFICANT EQUIPMENT

         If we receive additional working capital, we initially plan to
outsource our engineering requirements to continue with the development of our
products to reduce operating overhead. This will reduce our need for significant
expenditures in equipment, furniture and software which will reduce our
operating costs. Once we have sufficient cash flow, we anticipate the purchase
of specialized software for accounting and overall management.

EXPECTED SIGNIFICANT CHANGES IN NUMBER OF EMPLOYEES

         As of March 31, 2006, we had three full-time employees in
administration & operations. On November 30, 2005, to reduce operating costs, we
terminated the employment of two employees in product development and one
employee in administration. None of our employees are represented by a labor
organization and we are not party to any collective bargaining agreements.

         If additional capital is raised to support our operations, we
anticipate adjusting our business plan to outsource our engineering requirements
to reduce overhead while providing in-house engineering support to oversee these
operations. We foresee that our in-house engineering staff will initially
include a department head with a strong background in project management.
Additional employees in engineering and administration will be contemplated on
an as needed basis as financial performance improves.

                               PRODUCT DEVELOPMENT

INTELLECTUAL PROPERTY

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

         The non-cash assets acquired in this transaction included plastic
tooling, molds, metal tooling, software, intellectual property and licensing
agreements. The only liability assumed was a payment of approximately $76,000
due Knobbe, Martens, Olson & Bear, LLP, ("KMOB") our predecessor's patent
attorneys. The non-cash assets of the bankrupt California company were purchased
and the account payable was assumed by Quest Manufacturing, Inc. on February 2,
2002 through a bankruptcy court order. Pursuant to the Asset Purchase Agreement,
Quest Manufacturing, Inc. received 15,365,000 shares of Class A Common Stock of
Silicon Film Technologies, Inc. valued at $768,250 or $0.05 per share and was to
be paid the sum of $70,000 by June 30, 2003 and the sum of $320,000 by December
31, 2004. The unpaid balance accrued interest at the rate of 6% per annum. On
December 31, 2005, the terms were renegotiated and the unpaid principal balance
of $305,000 and accrued interest of $45,500 were consolidated with outstanding
notes due Quest Manufacturing into one promissory note that matures on December
31, 2008 with a principal amount of $427,767.77 and interest payable monthly at
the prime rate established on the first business day of each month on the
outstanding principal balance for each respective month until maturity.

         On April 9, 2006, the Company did not pay a maintenance fee by its due
date on patent number 6,370,339 entitled "System and Method For Operating an
Electronic Film Camera" which was filed on November 12, 1999, issued on April 9,
2002 and was to expire on November 12, 2019. We no longer hold any ownership
rights in the technology underlying this patent which is now in the public
domain. We recorded an impairment loss of $135,275 in the financial statements.

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


                                       33


<PAGE>

INTELLECTUAL PROPERTY PATENTS

         As of March 31, 2006, Voyager One had four issued United States patents
and one issued and one pending foreign patents applying to the EFS and generally
related to attributes of the EFS. Voyager One owns all rights, title and
interest in the technology and intellectual property which is the subject of the
royalty bearing amended licensing agreement and assignment with Itzchak Sapir,
an unaffiliated third party.

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

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

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

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

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

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

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

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

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

INTELLECTUAL PROPERTY TRADEMARKS

         We have one registered United States trademark for the stylized (e) and
four registered foreign trademarks for the stylized (E) mark in Mexico and the
"Silicon Film" mark in Australia, New Zealand and Switzerland.

INTELLECTUAL PROPERTY DOMAIN NAMES

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

INTELLECTUAL PROPERTY LICENSING ARRANGEMENTS

         We are obligated, pursuant to a licensing agreement with Itzchak Sapir
and amendment thereto, to pay royalties on all planned products which
incorporate our electronic film system. Accessories such as batteries and cables
do not have royalties attached to them. Once we commercialize our product, we
expect to pay royalties under the licensing arrangement with Sapir, who assigned
all of his rights, title and interest in the intellectual property underlying
our EFS. If we sell products incorporating the patented technology, we would pay
Sapir a royalty equal to 1.5% of the gross sales price of such products we sell
to third parties. For this purpose, gross sales price means the price actually
charged to the purchasers of these products minus excise and sales taxes, import
duties and separately invoiced shipping charges and adjusted for actual returns.


                                       34


<PAGE>

PROCESS

         Once additional funds are raised, Voyager One intends to continue the
development activities through outside sources in three products:

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

         We intend that each product will be developed over several phases that
will include defining the product requirements, engineering development,
prototype development, engineering and system tests, manufacturing and
sustaining engineering. Our EFS-4 is in the prototype development phase. We
anticipate that the total development process will take approximately twelve
months from product definition to high volume production provided funds are
available to sustain each phase of the project, and will vary depending on
project complexity, scope and funding.

         Two outsourced technical development companies have been under
arrangements to work on the product development of the EFS-4. Applied Color
Science, Inc. has been engaged to assist in the development of the 4 mega-pixel
sensor and related technologies due to their expertise in digital camera systems
and image processing. In March and April 2004, we issued two purchase orders to
Applied Color Science to build our 4 mega-pixel prototype for a flat rate per
written estimated quote and an additional 20 hours of technical assistance at a
fixed hourly rate, which includes the support of industrial design activities,
the evaluation of sensor packaging, the preparation of specification
requirements and the evaluation of feedback from Fill Factory, our CMOS sensor
manufacturer. One of our former employees now works for Applied Color Science
and rendered, on behalf of Applied Color Science, new product introduction
support services to us. We did not have a formal written agreement with Applied
Color Science. The services ended on October 31, 2004. We owe a current balance
of $60,000.

         In February 2004, we entered into consulting services arrangements with
IDE, Inc. under a project plan and budget estimate, to assist in the development
of the industrial and mechanical design of the EFS-4. We selected IDE because of
their familiarity with the EFS product family. The project plan called for
multiple phases with each phase estimated at a flat rate which included design
and engineering services, design models, prototypes and miscellaneous costs. The
project began upon payment of a retainer which was to be applied to the total
costs. After some work was completed on our prototype's design concept, we
informally halted IDE's work on the project. We can cancel the project at any
time upon written notice. Upon termination, we would be required to compensate
IDE for services performed and cost of materials used or purchased prior to
termination as well as for liquidated damages in the amount of two weeks of
services at an agreed-upon rate. The services of IDE have been terminated and
they have been fully compensated for their services. No liquidated damages have
been requested.

         Additionally, services have been provided by two key technology
suppliers of electronic components. Fill Factory develops, produces and markets
innovative and high-performance CMOS image sensors, based on patented
technologies and know-how built up over more than fifteen years. In March 2004,
we requested Fill Factory to manufacture and test limited quantities of CMOS
sensors for our prototypes at a fixed rate per sensor with the net due in 30
days and a due date of June 15, 2004. We also requested them to update the
software configurations test plan for wafer testing at a fixed rate with 50%
payment upon issuance of the purchase order and 50% payment upon receipt of the
test plan. Fill Factory has completed its work for which an outstanding balance
of $34,550 remains.

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

         We anticipate that these two technology suppliers will continue to
service our outsourced engineering team once prototype testing begins based on
their familiarity with our technology and expertise in their respective fields.

         We intend that the EFS product line will extensively leverage prior
products in hardware and software to allow subsequent products to be developed
at a lower cost. Feature sets for subsequent products have been under
consideration on a high level and accounted for as much as technically possible
in the current design to result in minor changes at a low cost in the tooling
and the circuit layout preventing a total redesign of the product.


                                       35


<PAGE>

MANUFACTURING

         Manufacturing of the EFS family will take expertise in electronics
manufacturing and procurement. Voyager One does not plan to directly manufacture
the devices and will rely on contract manufacturers to support production goals.
Manufacturing plans need to be developed. We have had preliminary discussions
with a major camera manufacturer in furtherance of this goal.

SALES AND DISTRIBUTION

         Our sales and distribution strategy comprises a two-phase approach.
During the initial phase, beginning with the introduction of our EFS-4, we
intend to use a focused, controlled, distribution strategy to target
computer-savvy consumers. As market penetration increases and we introduce
additional products, we will expand sales through distribution partners.

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

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

         We intend to engage a high-quality telephone sales organization on a
contract basis.

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

PROMOTION AND ADVERTISING

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

WEBSITE

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

CUSTOMER SUPPORT AND FULFILLMENT

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


                                       36


<PAGE>

COMPETITION

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

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

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

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

         Our products, by contrast, provide the flexibility and choice of
conventional or electronic film formats, and deliver the benefits of digital
imaging without the hassle, complexity, and cost of exchanging existing camera
equipment. Our product design is unique in that it accommodates virtually all
35mm camera bodies by utilizing simple adjustments by the user. While the
integration of our EFS device with a conventional 35mm SLR camera will add some
bulk and weight to the camera body, it will be minimal.

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


                                      37


<PAGE>

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

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

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

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

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

Item 3.  Controls and Procedures.

         Our President and Treasurer/Chief Financial Officer (the "Certifying
Officer") is responsible for establishing and maintaining disclosure controls
and procedures and internal controls and procedures for financial reporting for
the Company. The Certifying Officer has designed such disclosure controls and
procedures and internal controls and procedures for financial reporting to
ensure that material information is made known to him, particularly during the
period in which this report was prepared. The Certifying Officer has evaluated
the effectiveness of the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting as of March 31, 2006
and believes that the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting are effective based on
the required evaluation. There have been no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.


                                    38


<PAGE>
                        PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         We are not a party to any pending legal proceeding.

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

         On January 12, 2006, Voyager One issued 400,000 shares of restricted
         common stock to four key employees upon exercise of options at $0.25
         per share which were paid for with promissory notes totaling $100,000
         which were previously assigned by Quest Manufacturing, Inc. to each
         of the four key employees on September 30, 2005.

         On January 12, 2006, Voyager One issued 749,102 shares of common stock
         to Prikos at $0.125 per share pursuant to an election of conversion of
         principal and accrued interest of $93,637.67 of a convertible note
         dated February 1, 2005 at 50% of the lowest closing bid price of our
         common stock on that date.

         On February 7, 2006, Voyager One issued, pursuant to a securities
         purchase agreement, 600,000 shares of restricted common stock to
         Persin, the Company's Vice President and Corporate Secretary, for a
         total purchase price of $18,000 at $0.03 per share based on the closing
         bid price of our common stock on February 6, 2005.

         On February 8, 2006, Voyager One issued 280,000 shares of unrestricted
         shares of common stock to Cornell Capital upon conversion of $3,500 of
         the principal balance of the debenture dated March 8, 2005 in the
         original principal amount of $150,000 at $0.0125 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. Following this
         transaction, the principal balance of the debenture was $126,500.

         On February 8, 2006, Voyager One issued 440,000 shares of unrestricted
         shares of common stock to Trey Resources, Inc. upon conversion of
         $5,500 of the principal balance of the debenture dated March 8, 2005 in
         the original principal amount of $150,000 at $0.0125 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. Following this
         transaction, the principal balance of the debenture was $144,500.

         On February 23, 2006, Voyager One issued, pursuant to a securities
         purchase agreement, 666,667 shares of restricted common stock to Persin
         for a total purchase price of $20,000 at $0.03 per share based on the
         closing bid price of our common stock on February 22, 2006.

         On February 23, 2006, Voyager One issued, pursuant to a securities
         purchase agreement, 100,000 shares of restricted common stock to
         O'Keefe for a total purchase price of $3,000 at $0.03 per share based
         on the closing bid price of our common stock on February 22, 2005.

         On March 3, 2006, Voyager One issued 1,114,476 shares of common stock
         to Anna Byrne at $0.03 per share pursuant to an election of conversion
         of principal and accrued interest of $33,434.28 of a convertible note
         dated March 31, 2005 at 75% of the closing bid price of $0.04 per share
         on that date.

         On March 3, 2006, Voyager One issued 1,085,261 shares of common stock
         to Patrick Byrne at $0.03 per share pursuant to an election of
         conversion of principal and accrued interest of $32,557.81 of a
         convertible note dated March 31, 2005 at 75% of the closing bid price
         of $0.04 per share on that date.

         On March 10, 2006, Voyager One issued, pursuant to a securities
         purchase agreement, 966,711 shares of restricted common stock to
         Schmidt for a total purchase price of $38,668.44 at $0.04 per share
         which was paid for with the exchange and retirement of a note payable
         dated August 17, 2004.

         On March 28, 2006, Voyager One issued, pursuant to a securities
         purchase agreement, 810,754 shares of restricted common stock to Webb
         for a total purchase price of $32,430.13 at $0.04 per share which was
         paid for with the exchange and retirement of a note payable dated July
         20, 2004.

         The above shares were issued without registration in reliance upon
         the exemption provided by Section 4(2) of the Securities Act, as
         amended.


Item 3.  Defaults Upon Senior Securities.

         None.

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

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



                                       39


<PAGE>
Item 5.  Other Information.

         None.

Item 6.

(a)      Exhibits.

<TABLE>

------------------ ----------------------------------------------------------------- -----------------------------------------------
EXHIBIT NO.        DESCRIPTION                                                       LOCATION
-----------        -----------                                                       --------
------------------ ----------------------------------------------------------------- -----------------------------------------------
<S>                <C>                                                               <C>
------------------ ----------------------------------------------------------------  -----------------------------------------------
4.1                Short Term Promissory Note between Castle Hill Advisory Group     Incorporated by reference to Exhibit 4.27
                   and Voyager One for $10,000 dated January 24, 2006                of the Company's Annual Report on Form
                                                                                     10-KSB filed with the Securities and Exchange
                                                                                     Commission on April 14, 2006
------------------ ----------------------------------------------------------------  -----------------------------------------------
4.2                Short Term Promissory Note between Castle Hill Advisory Group     Incorporated by reference to Exhibit 4.28
                   and Voyager One for $15,000 dated February 16, 2006               of the Company's Annual Report on Form
                                                                                     10-KSB filed with the Securities and Exchange
                                                                                     Commission on April 14, 2006
------------------ ----------------------------------------------------------------  -----------------------------------------------
4.3                Short Term Promissory Note between Castle Hill Advisory Group     Provided herewith
                   and Voyager One for $18,000 dated April 14, 2006
------------------ ----------------------------------------------------------------  -----------------------------------------------
31.1               Certification of Chief Financial Officer Pursuant to              Provided herewith
                   Section 302 of the Sarbanes-Oxley Act
------------------ ----------------------------------------------------------------- -----------------------------------------------
31.2               Certification of Chief Executive Officer Pursuant to              Provided herewith
                   Section 302 of the Sarbanes-Oxley Act
------------------ ----------------------------------------------------------------- -----------------------------------------------
32                 Certification of Chief Executive Officer and Chief Financial      Provided herewith
                   Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
------------------ ----------------------------------------------------------------- -----------------------------------------------
</TABLE>

(b)      Reports on 8-K During the Quarter.

         On March 1, 2006, the Company filed a Form 8-K with the Securities and
         Exchange Commission under Item 3.02 (Unregistered Sales of Equity
         Securities).


                                   Signatures
                                   ----------

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

                              Voyager One, Inc.

                              By /s/ John Lichter
                                 -----------------------------------------------
                                 John Lichter, Chief Executive Officer
                                 Date: 5/22/06

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President and Acting Chief
                                 Financial Officer
                                 Date: 5/22/06

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

                              By /s/ John Lichter
                                 -----------------------------------------------
                                 John Lichter, Chief Executive Officer and
                                 Director
                                 Date: 5/22/06

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President and Acting Chief
                                 Financial Officer And Director
                                 Date: 5/22/06


                                       40