<PAGE>



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

                                  FORM 10-QSB/A

                                   (Mark One)

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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007.

                                       OR

 / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-32737

                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES

        (Exact Name of Small Business Issuer as Specified in its Charter)


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


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


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

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

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes / / No / /

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS


The number of shares of the registrant's common stock as of November 16, 2007
is: 129,234,928


Transitional Small Business Disclosure Format: Yes / / No /X/


<PAGE>



                                EXPLANATORY NOTE

The Company discovered in May, 2008, during its quarterly review of the
financial statements for the three months ending March 31, 2008, that 3,815,494
warrants issued in the third quarter of 2007 and 2,354,000 warrants issued in
the second quarter of 2007 in connection with the sale of common stock in
several cash transactions were fair valued and expensed even though they
were not compensatory warrants, resulting in the overstatement of warrant
expense in the statement of operations by $537,637. Pursuant to the
Securities Purchase Agreements, common stock was sold for $0.10 per share, and
as part of the same transaction, warrants were granted to purchase the same
number of shares at an exercise price of $0.12 per share which are exercisable
over either a twelve month or eighteen month period.

Since these warrants were issued in connection with a cash sale of common stock
and were not compensatory in any way, the value of the warrants should have been
accounted for as part of the proceeds received from the sale of the common stock
and not as interest or compensation expense. Until this point in time, all other
warrants issued by the Company were compensatory in nature and were subject to
valuation and expense. Since this was the first time warrants were issued in
connection with a cash stock sale, accounting personnel mistakenly included the
warrants with other compensatory warrants (warrants issued in connection with
financing or services) and inadvertently recorded an expense in the September
30, 2007 Statement of Operations. The substance of this transaction, however, is
a cash sale of common stock where a portion of the proceeds should have been
assigned to the warrants, all of which should have been recorded as part of an
equity transaction, none of which should have been expensed. The only accounts
which should have been affected by this transaction are common stock and
additional paid-in-capital.

We originally entered the transactions for the three months ended September 30,
2007 as a debit to cash for the total proceeds received of $381,549, a credit to
common stock for the number of shares issued (3,815,494) at Par ($0.001)or
$3,815 and a credit to additional paid-in capital for the remaining
consideration of $377,734. In addition, we debited option and warrant expense
and credited additional paid-in-capital for the fair value of the warrants of
$371,529(Black Shoales calculation). The latter expense entry was made in error.
We never should have recorded this expense since the warrants were not issued as
compensation for services or consideration for debt. To correct the error, we
reversed the expense by crediting option and warrant expense and debiting
additional paid-in-capital for $371,529, the fair value of the warrants, in
essence reversing the warrant original journal entry.

Since this was a cash transaction for common stock with attached warrants, we do
not believe that it is subject to EITF 00-19 which basically describes the
accounting for compensatory options and warrants. Additionally, upon review of
FAS 133, paragraph 11, we believe that this transaction is exempt derivative
accounting.

The accompanying financial statements for three and nine months ended September
30, 2007 have been restated to reflect the corrections in accordance with SFAS
No. 154, "Accounting Change and Error Correction".


The placement of impairment charges related to intangible assets, gain on sale
of equipment and loss on abandonment of assets were previously presented as line
items in the Statement of Operations under non-operating income and the
placement of stock based compensation related to the issuance of stock options
was previously presented as a separate line item. We have moved impairment
charges related to intangible assets, gain on sale of equipment and loss on
abandonment of assets on the Statement of Operations as line items under
operating, general and administrative expenses. We have also reclassified the
components of payroll and professional fees paid by stock options into the
payroll and professional fee categories on our Statement of Operations. We have
also reclassified expenses for the issuance of warrants for financing costs. No
change in net income resulted from these reclassifications.

None of these changes has affected the reported Earnings Per Share price at
September 30, 2007.


<PAGE>

The effect on the Company's previously issued September 30, 2007 financial
statements are summarized as follows:

                                               ORIGINALLY FILED      AS AMENDED
                                                        September 30, 2007
                                                 ------------      ------------
           Balance Sheet
Additional paid in capital                         11,546,266        11,008,629
Accumulated deficit                               (12,374,537)      (11,836,900)
Total stockholders' deficit                          (598,961)         (598,961)
                                                 ------------      ------------
Total liabilities and stockholders'              $  1,557,617      $  1,557,617
                                                 ============      ============
  Equity

<TABLE>
<S>       <C>
                                      ORIGINALLY FILED   AS AMENDED    ORIGINALLY FILED     AS AMENDED
                                             Three months ended                Nine months ended
           State of Operations               September 30, 2007               September 30, 2007
                                        -----------      -----------      -----------      -----------
Payroll                                     520,096          811,828          971,652        1,263,385
Professional fees                           310,052          310,052        1,213,778        1,920,560

Total operating expense                     981,674        1,273,406        2,655,973        3,582,955
                                        -----------      -----------      -----------      -----------

Operating Loss                             (972,761)      (1,264,493)      (2,613,315)      (3,540,297)

Option and warrant expense                  663,261                         1,469,142
Warrant expense for financing costs                               --                            (4,524)

                                        -----------      -----------      -----------      -----------
Net loss                                $(1,649,551)     $(1,278,022)     $(4,160,823)     $(3,623,186)
                                        ===========      ===========      ===========      ===========


                                                    ORIGINALLY FILED  AS AMENDED
                                                            Nine months ended
           Statement of Cash Flows                         September 30, 2007
                                                       ----------    ----------
Cash Flows from Operating Activities, Net (loss)       (4,160,823)   (3,623,186)
Issuance of option and warrants for services & fees     1,469,142       931,505
                                                       ----------    ----------
Net cash used in operating activities                  (1,105,355)   (1,105,355)




           Statement of Shareholder's Deficit             ORIGINALLY FILED                     AS AMENDED
                                                                       DEFICIT                            DEFICIT
                                                                     ACCUMULATED                        ACCUMULATED
                                                                     DURING THE                         DURING THE
                                                   ADDITIONAL PAID   DEVELOPMENT     ADDITIONAL PAID    DEVELOPMENT
                                                     IN CAPITAL        STAGE            IN CAPITAL         STAGE
                                                    ------------    -------------      ------------     ------------
Options and warrants issued for services & fees        1,469,142               --                --               --
Stock based compensation                                      --               --           926,981               --
Warrant expense for financing costs                           --               --             4,524               --
Net loss                                                      --       (4,160,823)               --       (3,623,186)
Balance at September 30, 2007                       $ 11,546,266     $(12,374,537)     $ 11,008,629     $(11,836,900)
                                                    ============     ============      ============     ============
</TABLE>

We have also amended the Item 2 Management's discussion and Analysis or Plan of
Operation contained in this 10-QSB/A to include the amended figures. In all
other respects, this amended quarterly report on Form 10-QSB/A is unchanged from
the quarterly report on Form 10-QSB previously filed by the Company on November
19, 2007.

<PAGE>



                               TABLE OF CONTENTS


                                                                            Page
PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements                                                  1
Item 2.  Management's Discussion and Analysis or Plan of Operation            17
Item 3.  Controls and Procedures                                              21

PART II - OTHER INFORMATION
Item 1.  Legal Proceedings                                                    22
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          22
Item 3.  Defaults Upon Senior Securities                                      22
Item 4.  Submission of Matters to a Vote of Security Holders                  22
Item 5.  Other Information                                                    22
Item 6.  Exhibits                                                             23
SIGNATURES                                                                    23





<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               September 30, 2007







<PAGE>


<TABLE>
<S>            <C>

                                  VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                        (FORMERLY VOYAGER ONE, INC.)
                                        (A DEVELOPMENT STAGE COMPANY)
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                                 (UNAUDITED)


                                                                              September 30,    December 31,
                                                                                  2007             2006
                                                                               (Restated)
                                                                              ------------     ------------

                                     ASSETS
Current Assets
   Cash                                                                       $     27,323     $         --
   Accounts Receivable                                                             112,142           20,328
   Other Receivables                                                                    --           50,000
   Inventory                                                                       227,572               --
   Expense Advance                                                                      --           48,543
   Prepaid Expenses                                                                 12,394            9,500
   Prepaid Consulting Agreements                                                   480,014          428,763
                                                                              ------------     ------------
     Total Current Assets
                                                                                   859,445          557,134

Property and Equipment, net of accumulated depreciation of $8,309 and $0
  at September 30, 2007 and December 31, 2006, respectively                        126,040               --
Deposits                                                                            46,375            7,186
Domain Name                                                                             --            8,867
Deferred Financing Costs, net of accumulated amortization of $105,312 and
  $70,631, at September 30, 2007 and December 31, 2006, respectively                11,154           45,835
Patents, net of accumulated amortization of $589,294 and $505,906, at
  September 30, 2007 and December 31, 2006, respectively                           509,603          592,991
Trademarks                                                                           5,000               --
                                                                              ------------     ------------
  Total Assets                                                                $  1,557,617     $  1,212,013
                                                                              ============     ============

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
  Accounts Payable                                                            $    638,386     $    395,148
  Accrued Expenses                                                               1,056,015        1,245,590
  Accrued Interest                                                                 114,217           92,186
  Notes Payable, current portion                                                   247,960          247,742
                                                                              ------------     ------------
    Total Current Liabilities
                                                                                 2,056,578        1,980,666

Long Term Note Payable                                                             100,000          855,183
                                                                              ------------     ------------
  Total Liabilities                                                              2,156,578        2,835,849

Stockholders' (Deficit)
   Preferred Stock Series A, par value $.001, 5,000,000 shares authorized,
      500,000 shares and 1,000,000 shares issued and outstanding at
      September 30, 2007 and December 31, 2006, respectively                           500            1,000
   Common Stock, par value $.001, 200,000,000 shares authorized,
      128,815,928 and 62,835,485 shares issued and outstanding at
      September 30, 2007 and December 31, 2006, respectively                       128,816           62,835
   Subscribed common stock (999,940 shares)                                         99,994               --
   Additional paid in capital                                                   11,008,629        6,526,043
   Deficit accumulated during development stage                                (11,836,900)      (8,213,714)
                                                                              ------------     ------------
Total Stockholders' (Deficit)                                                     (598,961)      (1,623,836)
                                                                              ------------     ------------
Total Liabilities and Stockholders' (Deficit)                                 $  1,557,617     $  1,212,013
                                                                              ============     ============




                See accompanying Notes to these Condensed Consolidated Financial Statements.


                                                     2

<PAGE>


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


                                                                                                                     From inception
                                                                                                                     (June 28, 2002)
                                                   Three Months Ended                  Nine Months Ended                   to
                                             September 30,     September 30,     September 30,     September 30,     September 30,
                                                 2007              2006              2007              2006               2007
                                              (Restated)                          (Restated)                           (Restated)
                                             -------------     -------------     -------------     -------------     -------------
Revenues:
   Sales                                     $     380,161     $          --     $     477,411     $          --     $     497,739
   Cost of goods sold                             (371,248)               --          (434,753)               --          (453,178)
                                             -------------     -------------     -------------     -------------     -------------

Gross Profit                                         8,913                --            42,658                --            44,561

Operating, general and administrative
 expenses:
   Communications                                   14,436             3,651            34,788             8,905           112,795
   Payroll                                         811,828           326,754         1,263,385           425,802         3,614,203
   Professional fees                               310,052            96,585         1,920,560           171,371         3,127,057
   Rent                                             19,800             3,600            55,000            10,800           215,571
   Depreciation and amortization                    28,424            96,859            91,697           158,491           870,572
   Impairment charges related to
     intangible assets                                  --                --                --           135,275           135,275
   Gain on sale of equipment                            --                --                --           (26,566)          (26,564)
   Loss on abandonment of assets                        --                --                --                --            10,663
   Other operating general and
     administrative expense                         88,865            31,085           217,525            86,665         1,643,813
                                             -------------     -------------     -------------     -------------     -------------
                                                 1,273,406           558,534         3,582,955           970,743         9,703,385

Operating loss                                  (1,264,493)         (558,534)       (3,540,297)         (970,743)       (9,658,824)

Non-operating income (expense):

   Interest expense                                (13,529)          (19,165)          (78,365)          (95,822)       (2,345,596)
   Gain on cancellation of financing fees               --                --                --                --           172,044
   Warrant expense for financing costs                  --                --            (4,524)               --            (4,524)
                                             -------------     -------------     -------------     -------------     -------------
                                                   (13,529)          (19,165)          (82,889)          (95,822)       (2,178,076)
                                             -------------     -------------     -------------     -------------     -------------
Net Loss                                     $  (1,278,022)    $    (577,699)    $  (3,623,186)    $  (1,066,565)    $ (11,836,900)
                                             =============     =============     =============     =============     =============

Loss per shares (basic and diluted)          $       (0.01)    $       (0.01)    $       (0.04)    $       (0.03)
                                             =============     =============     =============     =============

Weighted average number of shares
       Outstanding (basic and diluted)         122,136,810        41,754,116        99,939,607        31,370,266
                                             =============     =============     =============     =============

                   See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                           3

<PAGE>


                                             VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                                   (FORMERLY VOYAGER ONE, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      CONDENSED CONSOLIDATED STATEMENT SHAREHOLDER'S DEFICIT
                                                            (UNAUDITED)

                         Preferred Stock Series A       Common Stock                                      Deficit
                                                                                                        accumulated
                                                                                          Additional    during the
                           Number of      Par       Number of       Par      Subscribed    Paid in      development
                            Shares       0.001       Shares       $0.001        Stock      Capital         stage          Total
                          ----------   ---------  -----------   ----------   ----------  ------------   ------------   ------------
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                        --          --   27,594,306       27,594           --     1,513,920             --      1,541,514

Common stock issued for
  financing fees                  --          --      200,000          200           --        19,800             --         20,000

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

Conversion of notes
  payable and debentures
  into stock                      --          --   13,674,476       13,674           --       409,011             --        422,685

Common stock issued for
  reimbursement of
  operating expenses              --          --      251,801          252           --        16,115             --         16,367

Common stock issued
  for services                    --          --    6,486,025        6,486           --       532,337             --        538,823

Cancellation of shares            --          --     (941,667)        (942)          --       (53,058)            --        (54,000)

Options and warrants
  issued for services             --          --           --           --           --       397,408             --        397,408

Net loss                          --          --           --           --           --            --     (1,549,291)    (1,549,291)
                          ----------   ---------  -----------   ----------   ----------  ------------   ------------   ------------

Balance at
  December 31, 2006        1,000,000       1,000   62,835,485       62,835           --     6,526,043     (8,213,714)    (1,623,836)

Common stock issued
  for cash                        --          --   23,762,782       23,764           --     1,185,295             --      1,209,059

Conversion of notes
  payable, financing fees
  and debentures into
  stock                           --          --   23,323,253       23,323           --       777,020             --        800,343

Common stock issued
  for payroll                     --          --    3,708,180        3,708           --       223,536             --        227,244

Common stock issued
  for services                    --          --   14,686,228       14,686           --     1,365,230             --      1,379,916

Common stock subscribed
  (999,940 shares)                --          --           --           --       99,994            --             --         99,994

Conversion of preferred
  shares to common stock    (500,000)       (500)     500,000          500           --            --             --             --

Stock based compensation
  (Restated)                      --          --           --           --           --       926,981             --        926,981

Warrant expense for
  financing costs                 --          --           --           --           --         4,524             --          4,524

Net loss (restated)               --          --           --           --           --            --     (3,623,186)    (3,623,186)
                          ----------   ---------  -----------   ----------   ----------  ------------   ------------   ------------
Balance at
  September 30, 2007         500,000   $     500  128,815,928   $  128,816   $   99,994  $ 11,008,629   $(11,836,900)  $   (598,961)
                          ==========   =========  ===========   ==========   ==========  ============   ============   ============


                            See accompanying Notes to these Condensed Consolidated Financial Statements

                                                                4

<PAGE>


                                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                          (FORMERLY VOYAGER ONE, INC.)
                                          (A DEVELOPMENT STAGE COMPANY)
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)

                                                                                                  From inception
                                                               Nine Months Ended                (June 28, 2002) to
                                                                 September 30,    September 30,    September 30,
                                                                     2007             2006             2007
                                                                  (Restated)                        (Restated)
                                                                 ------------     ------------     ------------

Cash Flows from Operating Activities:
     Net Loss                                                    $ (3,623,186)    $ (1,066,565)    $(11,836,900)

     Adjustments to reconcile net loss to
       net cash used by operating activities:
        Deferred financing costs                                       34,681           23,201           57,882
        Depreciation and amortization                                  91,697          158,491          914,041
        Impairment loss on intangibles                                     --          135,275          136,408
        Loss on asset abandonment                                          --               --            9,530
        Imputed interest                                                   --               --           23,428
        Issuance of common stock for services and payroll           1,607,160               --        2,156,058
        Issuance of options and warrants for services & fees          931,505          305,079        1,328,913
        Issuance of common stock for financing costs                    2,430               --           40,638
        Intrinsic value of beneficial conversion feature                   --               --        1,580,445
        Conversion of notes payable and debentures into stock              --               --          105,126
        Issuance of common stock for accrued interest                      --           13,601           13,601
        Issuance of notes as payment for accrued interest                  --               --           99,205
        Gain on sale of assets                                             --            7,046            7,046
     Changes in assets and liabilities:
        (Increase) in accounts receivable                             (91,814)              --         (112,142)
        (Increase) in inventories                                    (227,572)              --         (227,572)
        Decrease (increase) in expense advance                         48,543          (50,500)              --
        Decrease in other receivables                                  50,000               --               --
        (Increase) decrease in prepaid expenses and
          consulting agreements                                       (54,144)          21,580          (29,258)
        (Increase) in deposits                                         (4,189)              --          (19,776)
        Increase in accounts payable                                  293,911            8,328          685,341
        (Decrease) increase in accrued expenses                      (189,575)          88,431          341,109
        Increase (decrease) in accrued interest                        25,198          (20,944)         790,195
                                                                 ------------     ------------     ------------
            Net cash used in operating activities                  (1,105,355)        (376,977)      (3,936,682)

Cash flows used in Investing Activities:
     Redemption of convertible debentures                                  --          (21,582)              --
     Acquisition of fixed assets                                     (134,349)              --         (187,882)
     Sale of fixed assets                                                  --           16,718           16,718
     Acquisition of patents                                                --               --         (465,922)
     Acquisition of trademarks                                         (5,000)              --           (5,000)
     Sale of domain name                                                8,867               --            8,867
     Acquisition of domain name                                            --               --          (10,000)
                                                                 ------------     ------------     ------------
        Net cash used in investing activities                        (130,482)          (4,864)        (643,219)



                  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                       5

<PAGE>


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

                                                                                                From inception
                                                                                              (June 28, 2002) to
                                                                 September 30,   September 30,   September 30,
                                                                    2007            2006             2007
                                                                  (Restated)                     (Restated)
                                                                 -----------     -----------     -----------

Cash flows provided by Financing Activities:
      Cancellation of financing fees                                      --              --        (172,044)
      Recapitalization                                                    --              --         (33,804)
      Conversion of notes to common stock                                 --              --      (1,446,093)
      Issuance of common stock for cash                            1,209,057         310,099       3,050,573
      Proceeds from subscribed common stock                           99,994              --          99,994
      Proceeds from notes payable                                     63,000         214,800       3,600,785
      Payments for notes payable                                    (108,891)        (27,608)       (492,187)
                                                                 -----------     -----------     -----------
         Net cash provided by financing activities                 1,263,160         497,291       4,607,224

Net increase (decrease) in cash                                       27,323         115,450          27,323
Cash, beginning of year                                                   --           6,195              --
                                                                 -----------     -----------     -----------
Cash, end of year                                                $    27,323     $   121,645     $    27,323
                                                                 ===========     ===========     ===========

Cash paid for:
      Interest                                                   $     5,075     $     8,504     $    23,197
      Income Taxes                                               $        --     $        --     $        --

Supplemental schedule of non-cash Investing
  and Financing Activities:
     Issuance of Voyager Petroleum, Inc. common stock            $        --     $        --     $   (33,804)
     Issuance of 3,073,000 shares of common stock for patents    $        --     $        --     $   768,250
     Cancellation of debentures issued for financing fees        $        --     $        --     $  (750,000)
     Issuance of convertible debentures for financing fees       $        --     $        --     $   870,000
     Issuance of common stock for exercise of options            $        --     $   100,000     $   100,000
     Issuance of common stock for financing fees                 $        --     $    20,000     $    38,208
     Issuance of common stock for notes, debentures,
       accrued interest and accounts payable                     $   797,913     $   263,629     $ 2,244,006
     Issuance of note payable for deposit                        $    35,000     $        --     $    35,000
     Issuance of common stock for services                       $        --     $   407,178     $        --
     Issuance of options and warrants for services               $        --     $   305,079     $        --
     Preferred shares converted to common stock                  $       500     $        --     $       500
     Reclassification of accounts payable to notes payable       $    36,162     $        --     $    36,162
     Reclassification of accrued interest to notes payable       $    20,345     $        --     $    20,345




                 See accompanying Notes to these Condensed Consolidated Financial Statements

                                                      6
</TABLE>

<PAGE>


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

NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation and Organization
--------------------------------------
The accompanying Condensed Consolidated Financial Statements of Voyager
Petroleum, Inc. (the "Company") should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2006. Significant
accounting policies disclosed therein have not changed except as noted below.

As used in these Notes to the Consolidated Financial Statements, the terms the
"Company", "we", "us", "our" and similar terms refer to Voyager Petroleum, Inc.
and, unless the context indicates otherwise its consolidated subsidiaries. The
Companies subsidiaries include Sovereign Oil, Inc., ("Sovereign") a Nevada
corporation, which manufactures and distributes petroleum-based products to the
automotive and manufacturing aftermarket; Monarch Petroleum, Inc., ("Monarch") a
Michigan corporation, formed on May 4, 2007; and 600 S. Deacon LLC, ("600 S.") a
Michigan, corporation formed on May 4, 2007.


Management intends to consider other alternatives for its wholly-owned
subsidiary, Silicon Film Technologies, Inc., since it no longer fits the
Company's long-term business plan. While Silicon has developed technology which
enables a conventional 35mm SLR camera to capture, store, and transfer digital
images, the Company believes that its strategy to conduct business in the oil
industry is better suited for generating higher revenues, in the short and long
term, will provide increased opportunities for growth and will provide a
sustained longevity that may not be present in the photographic industry.
Considering all of these factors, management feels that the change in strategy
will present greater opportunity to build stockholder value. On September 22,
2006, Voyager entered into a contractual agreement with Applied Color Science
("ACS") so that ACS could proceed with, and bear the expense of, the research
and development, testing, evaluation and deployment of the technology underlying
our electronic film system. While the contractual agreement terminated in March,
2007, Voyager is in negotiations with ACS possible alternative business
transactions.

The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany transactions and
accounts have been eliminated in consolidation.

Reclassifications

Certain reclassifications, which have no effect on net loss, have been made in
the prior period financial statements to conform to the current presentation.


NOTE 2. CRITICAL ACCOUNTING POLICIES

Inventory
---------

Inventories are stated at the lower of cost or market using the first-in,
first-out (FIFO) method.

Accounts receivable
-------------------

Accounts receivable are evaluated each accounting period for collectability. As
of September 30, 2007 no reserves for collectability are required.



<PAGE>


NOTE 3.  CORRECTION OF AN ERROR

The Company discovered in May, 2008, during its quarterly review of the
financial statements for the three months ending March 31, 2008, that 3,815,494
warrants issued in the third quarter of 2007 and 2,354,000 warrants issued in
the second quarter of 2007 in connection with the sale of common stock in
several cash transactions were fair valued and expensed even though they
were not compensatory warrants, resulting in the overstatement of warrant
expense in the statement of operations by $537,637. Pursuant to the
Securities Purchase Agreements, common stock was sold for $0.10 per share, and
as part of the same transaction, warrants were granted to purchase the same
number of shares at an exercise price of $0.12 per share which are exercisable
over either a twelve month or eighteen month period.

Since these warrants were issued in connection with a cash sale of common stock
and were not compensatory in any way, the value of the warrants should have been
accounted for as part of the proceeds received from the sale of the common stock
and not as interest or compensation expense. Until this point in time, all other
warrants issued by the Company were compensatory in nature and were subject to
valuation and expense. Since this was the first time warrants were issued in
connection with a cash stock sale, accounting personnel mistakenly included the
warrants with other compensatory warrants (warrants issued in connection with
financing or services) and inadvertently recorded an expense in the September
30, 2007 Statement of Operations. The substance of this transaction, however, is
a cash sale of common stock where a portion of the proceeds should have been
assigned to the warrants, all of which should have been recorded as part of an
equity transaction, none of which should have been expensed. The only accounts
which should have been affected by this transaction are common stock and
additional paid-in-capital.

We originally entered the transactions for the three months ended September 30,
2007 as a debit to cash for the total proceeds received of $381,549, a credit to
common stock for the number of shares issued (3,815,494) at Par ($0.001) or
$3,815 and a credit to additional paid-in capital for the remaining
consideration of $377,734. In addition, we debited option and warrant expense
and credited additional paid-in-capital for the fair value of the warrants of
$371,529(Black Shoales calculation). The latter expense entry was made in error.
We never should have recorded this expense since the warrants were not issued as
compensation for services or consideration for debt. To correct the error, we
reversed the expense by crediting option and warrant expense and debiting
additional paid-in-capital for $371,529, the fair value of the warrants, in
essence reversing the warrant original journal entry.

Since this was a cash transaction for common stock with attached warrants,
we do not believe that it is subject to EITF 00-19 which basically describes the
accounting for compensatory options and warrants. Additionally, upon review of
FAS 133, paragraph 11, we believe that this transaction is exempt derivative
accounting.

The accompanying financial statements for three and nine months ended September
30, 2007 have been restated to reflect the corrections in accordance with SFAS
No. 154, "Accounting Change and Error Correction".

The placement of impairment charges related to intangible assets, gain on sale
of equipment and loss on abandonment of assets was previously presented as line
items in the Statement of Operations under non-operating income and the
placement of stock based compensation related to the issuance of stock options
was previously presented as a separate line item. We have moved impairment
charges related to intangible assets, gain on sale of equipment and loss on
abandonment of assets on the Statement of Operations as line items under
operating, general and administrative expenses. We have also reclassified the
components of payroll and professional fees paid by stock options into the
payroll and professional fee categories on our Statement of Operations. We have
also reclassified expenses for the issuance of warrants for financing costs. No
change in net income resulted from these reclassifications.

None of these changes has affected the reported Earnings Per Share price at
September 30, 2007.



<PAGE>

The effect on the Company's previously issued September 30, 2007 financial
statements are summarized as follows:

                                                ORIGINALLY FILED      AS AMENDED
                                                        September 30, 2007
                                                 ------------      ------------
           Balance Sheet
Additional paid in capital                         11,546,266        11,008,629
Accumulated deficit                               (12,374,537)      (11,836,900)
Total stockholders' deficit                          (598,961)         (598,961)
                                                 ------------      ------------
Total liabilities and stockholders'              $  1,557,617      $  1,557,617
                                                 ============      ============
  Equity

<TABLE>
<S>       <C>
                                                     ORIGINALLY FILED  AS AMENDED   ORIGINALLY FILED  AS AMENDED
                                                              Three months ended          Nine months ended

           Statement of Operations                            September 30, 2007          September 30, 2007
                                                        -----------    -----------    -----------    -----------
Payroll                                                     520,096        811,828        971,652      1,263,385
Professional fees                                           310,052        310,052      1,213,778      1,920,560

Total operating expense                                     981,674      1,273,406      2,655,973      3,582,955
                                                        -----------    -----------    -----------    -----------

Operating Loss                                             (972,761)    (1,264,493)    (2,613,315)    (3,540,297)

Option and warrant expense                                  663,261                     1,469,142
Warrant expense for financing costs                                             --                        (4,524)

                                                        -----------    -----------    -----------    -----------
Net loss                                                $(1,649,551)   $(1,278,022)   $(4,160,823)   $(3,623,186)
                                                        ===========    ===========    ===========    ===========


                                                    ORIGINALLY FILED  AS AMENDED
                                                            Nine months ended
           Statement of Cash Flows                         September 30, 2007
                                                       ----------    ----------
Cash Flows from Operating Activities, Net (loss)       (4,160,823)   (3,623,186)
Issuance of option and warrants for services & fees     1,469,142       931,505
                                                       ----------    ----------
Net cash used in operating activities                  (1,105,355)   (1,105,355)




           Statement of Shareholder's Deficit           ORIGINALLY FILED                         AS AMENDED
                                                                     DEFICIT                      DEFICIT
                                                                   ACCUMULATED                   ACCUMULATED
                                                                   DURING THE                    DURING THE
                                                 ADDITIONAL PAID   DEVELOPMENT   ADDITIONAL PAID DEVELOPMENT
                                                   IN CAPITAL        STAGE         IN CAPITAL       STAGE
                                                  ------------    ------------    ------------   ------------
Options and warrants issued for services & fees      1,469,142
Stock based compensation                                                               926,981
Warrant expense for financing costs                                                      4,524
Net loss                                                            (4,160,823)                    (3,623,186)
Balance at September 30, 2007                     $ 11,546,266    $(12,374,537)   $ 11,008,629   $(11,836,900)
                                                  ============    ============    ============   ============

</TABLE>



<PAGE>

NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS

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

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


                                       7


<PAGE>


NOTE 5. COMMITMENTS AND CONTINGENCIES

The Company entered into a Purchase and Sale Agreement, effective January 19,
2007, with Deacon Enterprises, Inc., a Michigan corporation, for the purchase of
a processing facility located in Detroit, Michigan . At the same time, a
temporary access agreement with the current tenant became effective which
allowed the Company access to the premises only, from February 1 through March
31, 2007. Effective April 1, 2007, the access agreement reverted to a sublease
which expired on August 1, 2007, however, under the terms of the sublease
agreement, an extension of up to three months may be agreed upon provided the
Company is diligently working toward the purchase of the facility and if the
sales agreement is still in effect. The Company has not obtained a written
extension of the sublease but is continuing to pay rent. The rent payment for
the months of August and September has been accepted by the subleasor. The
charge for access was and the rent is $4,000 per month plus utilities, repairs,
maintenance, taxes, assessments and insurance.

On March 19, 2007, Sebastien DuFort, both personally and as President of the
Company, executed a two year lease for larger executive office space beginning
April 1, 2007 located at 123 East Ogden Avenue-Suite 102A, Hinsdale, Illinois
60521 at $2,600 a month subject to a 5% inflation adjustment for the second year
plus payment of electrical and gas. One month's rent was required as a security
deposit.

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

Also as noted in Note 5 of these financial statements.

NOTE 6. PROPERTY AND EQUIPMENT

Voyager Petroleum entered into an asset purchase agreement with Quest
Manufacturing, Inc., an entity controlled by the Company's then serving CEO,
John Lichter, effective October 19, 2005, for the sale of furniture and
equipment in the amount of $48,231 payable in one lump sum. An addendum to the
agreement postponed the effective date to February 7, 2006 upon Quest's payment
of $16,718 and provided that the remaining balance of $31,513 was to be 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. The Company recorded a
$26,566 gain in connection with this transaction.

The Company entered into a Purchase and Sale Agreement ("Agreement"), effective
January 19, 2007, with Deacon Enterprises, Inc., a Michigan corporation, for the
purchase of a processing facility located in Detroit, Michigan. The total
purchase price of $750,000, less a $35,000 deposit held in escrow, is to be paid
at closing which shall occur on or before the earlier of six months from the
execution of the agreement, ten business days after expiration of a ninety day
inspection period or sooner at Voyager's election. The Company's right to
inspect and evaluate the Property was extended to September 30, 2007 without any
additional cost to the Company. The extensions have been necessary to fully
evaluate title issues and obtain appropriate consents to easements. Deacon had
the right to terminate the Agreement and retain the $35,000 deposit held in
escrow since the Closing did not occur by September 30, 2007 but Deacon chose
not to enforce this section of the contract. The parties agreed that if they
proceed to closing at any time, the deposit will be applied to the purchase
price which was reduced to $725,000. In addition to customary closing
conditions, Voyager is obligated to obtain, at its own cost, a category S
baseline environmental assessment (BEA) and due care plan before closing or
within six months after the effective date which is to be filed with the
Michigan Department of Environmental Quality. A BEA establishes the
environmental condition of the property and pursuant to Michigan law must be
completed within forty-five days of occupancy and, if not completed within that
time frame, would subject Voyager to liability for any pre-existing conditions.
Voyager filed its BEA with the Michigan Department of Environmental Quality in
May, 2007.


                                       8


<PAGE>


On April 19, 2007, Sovereign entered into a lease agreement with North American
Refining Co. ("North American Refining"), a Delaware corporation, located in
McCook, Illinois. North American Refining is a local blending facility with
bottling capabilities. Sovereign will lease the blending facility for a
ninety-day trial period which it intends to use to blend and dry reclaimed used
oil for use in lubricant oil products which will be sold to the automotive and
industrial after-markets. We will also have access to a loading dock, up to
twenty storage tanks and associated equipment. The total lease price is $10.00
for the ninety-day lease period with blending and drying fees at $0.15 per
gallon which are payable monthly on the tenth day following the last day of each
month for the previous month's activity. North American has the right to
terminate the Agreement within fifteen days written notice. The agreement was
terminated on July 12, 2007 and a similar agreement was entered into on July 13,
2007 and ending on January 13, 2008 for a total lease price of $10.00 and
required Sovereign to maintain general liability insurance. The Company has used
the storage tanks but has not utilized the blending capabilities of the
facility. It has, however, has used the services of North American to package
its products.

Depreciation expense is $8,309 and $775 and for the nine months ended September
30, 2007 and 2006, respectively.


NOTE 7. TRADEMARKS


As of September 30, 2007, Sovereign Oil purchased any and all rights in certain
trademarks related to its operations from a non-affiliated third party valued at
$5,000.


NOTE 8. CONVERTIBLE DEBENTURES


In May 2004, Voyager Petroleum entered into a Securities Purchase Agreement
which was amended in August, 2004 pursuant to which Cornell Capital Partners
agreed to purchase $1,100,000 of 5% secured, convertible debentures. As of
December 31, 2006, the Company received gross proceeds of $1,100,000. The
debentures are convertible at the holder's option any time up to maturity at a
conversion price equal to the lower of (i) 150% of the initial bid price of the
common stock as submitted by a market maker and approved by the 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
the Company's outstanding common stock. At maturity, Voyager Petroleum has the
option to either pay the holder the outstanding principal balance and accrued
interest or to convert the debentures into shares of common stock at a
conversion price equal to the lower of (i) 150% of the initial bid price of the
common stock as submitted by a market maker and approved by the 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 Petroleum's
assets. Prior to maturity, the Company has the option to redeem a portion or all
of the outstanding debentures at a price of 150% of the amount redeemed plus
accrued interest. In the event the debentures are redeemed, then Voyager
Petroleum 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 Petroleum 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. ("Trey Resources"), a Delaware corporation. On March 8,
2005, Voyager Petroleum consented to the assignment whereupon Cornell Capital
terminated the original debentures and, concurrently, the Company 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 Petroleum also
issued additional three-year 5% convertible debentures, effective March 8, 2005,
to Cornell Capital in the amount of $17,387 and to Trey Resources in the amount
of $3,695 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 May 15, 2007, an unaffiliated third party purchased the total outstanding
principal and interest of our convertible debentures with Cornell Capital and
Trey Resources. Installment payments under the purchase agreement are secured by
the debentures and, in the event of default, Cornell Capital and Trey Resources
have the option to exercise all rights thereunder. The Company consented to the
purchase and adjusted the principal of the Trey Resources' debenture dated March
8, 2007 in the original principal amount of $50,000 by an increase of $991 to
account for a difference in the outstanding balance due.

                                       9


<PAGE>


Conversion of Debt to Equity and Debt Redemption:

The following principal amounts were converted or redeemed of the Cornell
Capital debenture dated March 8, 2005 in the original principal amount of
$150,000:

<TABLE>
<S>            <C>
               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
12/20/05      $    20,000   $        --   $        --   $        --       160,000   $    0.1250
02/08/06      $     3,500            --            --            --       280,000   $    0.0125
04/10/06      $    12,500            --            --            --       714,286   $    0.0175
08/08/06      $        --            --        10,887(D)        773            --            --
08/08/06      $    35,000            --            --            --     1,000,000   $    0.0350
10/06/06      $    50,000            --            --            --     1,639,344   $    0.0305
12/20/06      $    18,113            --            --            --     1,341,703   $    0.0135
              -----------   -----------   -----------   -----------   -----------
Total         $   139,113   $        --   $    10,887   $       773     5,135,333
              ===========   ===========   ===========   ===========   ===========

The following principal amounts were converted of the Cornell Capital debenture
dated March 8, 2005 in the original principal amount of $50,000:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
12/20/06      $    11,887   $        --   $        --   $        --       880,519   $    0.0135
02/14/07(E)   $    25,000            --            --            --     2,000,000   $    0.0125
02/26/07(E)   $     6,500            --            --            --       391,566   $    0.0166
5/24/07       $     6,613            --            --            --       104,968   $    0.0630
              -----------   -----------   -----------   -----------   -----------
              $    50,000   $        --   $        --   $        --     3,377,053
              ===========   ===========   ===========   ===========   ===========

The following principal amount was converted of the Cornell Capital debenture
dated March 8, 2005 in the original principal amount of $62,500:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
05/24/07      $    62,500   $        --   $        --   $        --       992,063   $    0.0630
              -----------   -----------   -----------   -----------   -----------
              $    62,500   $        --   $        --   $        --       992,063
              ===========   ===========   ===========   ===========   ===========

The following principal amount was converted of the Cornell Capital debenture
dated March 8, 2005 in the original principal amount of $62,500:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
05/24/07      $    17,237   $        --   $        --   $        --       273,603   $    0.0630
07/09/07      $    45,263   $        --   $        --   $        --       952,905   $    0.0475
              -----------   -----------   -----------   -----------   -----------
              $    62,500   $        --   $        --   $        --     1,226,508
              ===========   ===========   ===========   ===========   ===========

The following principal amount was converted of the Cornell Capital debenture
dated March 8, 2005 in the original principal amount of $17,387:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
07/09/07      $    17,387   $        --   $        --   $        --       366,042   $    0.0475
              -----------   -----------   -----------   -----------   -----------
              $    17,387   $        --   $        --   $        --       366,042
              ===========   ===========   ===========   ===========   ===========

                                       10


<PAGE>


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

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
07/09/07      $    93,206   $        --   $        --   $        --     1,962,232   $    0.0475
08/30/07      $   147,587   $        --   $        --   $        --     4,216,771   $    0.0350
              -----------   -----------   -----------   -----------   -----------
              $   240,793   $        --   $        --   $        --     6,179,003
              ===========   ===========   ===========   ===========   ===========
</TABLE>


(A)    Redemption amount equal to 150% of amount redeemed plus accrued interest.
(B)    These shares have a restriction date of May 21, 2004 and those issued
       after February, 2006 were not registered with the Securities and Exchange
       Commission.
(C)    Based on 50% of the lowest closing bid price of our common stock for the
       five trading days immediately preceding the conversion date.
(D)    Total cost of redemption is $17,103 representing 150% of principal
       redeemed plus 5% interest from date of debenture. Cornell is to receive a
       warrant to purchase 5444 shares of the Company's common stock at an
       exercise price of $3.75 per share. As of the date of this filing, the
       warrant has not been issued.
(E)    The Notice of Conversion was received on the date indicated. The shares
       were not issued until April 18, 2007.


The following principal amounts were converted of the Trey Resources' debenture
dated March 8, 2005 in the original principal amount of $150,000:

<TABLE>
<S>            <C>
               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
02/08/06      $     5,500   $        --   $        --   $        --       440,000   $    0.0125
04/10/06      $    12,500   $        --   $        --   $        --       714,286   $    0.0175
08/08/06      $        --   $        --   $    10,695(D)$       759            --            --
08/08/06      $    35,000   $        --   $        --   $        --     1,000,000   $    0.0350
10/06/06      $    50,000   $        --   $        --   $        --     1,639,344   $    0.0305
12/20/06(E)   $    30,000   $        --   $        --   $        --     2,222,222   $    0.0135
02/14/07(F)   $     6,305   $        --   $        --   $        --       504,400   $    0.0125
              -----------   -----------   -----------   -----------   -----------
Total         $   139,305   $        --   $    10,695   $       759     6,520,252
              ===========   ===========   ===========   ===========   ===========


The following principal amounts were converted of the Trey Resources' debenture
dated March 8, 2005 in the original principal amount of $50,000:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
02/14/07(F)   $    18,695   $        --   $        --   $        --     1,495,600   $    0.0125
02/26/07(F)   $     6,500   $        --   $        --   $        --       391,566   $    0.0166
05/24/07      $    23,650   $        --   $        --   $        --       375,397   $    0.0630
07/09/07      $     2,146   $        --   $        --   $        --        45,179   $    0.0475
              -----------   -----------   -----------   -----------   -----------
Total         $    50,991(G)$        --   $        --   $        --     2,307,742
              ===========   ===========   ===========   ===========   ===========


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

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
07/09/07      $    45,998   $        --   $        --   $        --      968,379    $    0.0475
08/30/07      $    16,502   $        --   $        --   $        --      471,486    $    0.0350
              -----------   -----------   -----------   -----------   -----------
Total         $    62,500   $        --   $        --   $        --    1,439,865
              ===========   ===========   ===========   ===========   ===========


                                       11


<PAGE>


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

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
08/30/07      $    21,089   $        --   $        --   $        --      602,543    $    0.0350
              -----------   -----------   -----------   -----------   -----------
Total         $    21,089   $        --   $        --   $        --      602,543
              ===========   ===========   ===========   ===========   ===========
</TABLE>

(A)    Redemption amount equal to 150% of amount redeemed plus accrued interest.
(B)    These shares have a restriction date of May 21, 2004 and those issued
       after February, 2006 were not registered with the Securities and Exchange
       Commission.
(C)    Based on 50% of the lowest closing bid price of our common stock for the
       five trading days immediately preceding the conversion date.
(D)    Total cost of redemption is $16,802 representing 150% of principal
       redeemed plus 5% interest from date of debenture. Cornell is to receive a
       warrant to purchase 5348 shares of the Company's common stock at an
       exercise price of $3.75 per share. As of the date of this filing, the
       warrant has not been issued.
(E)    The Notice of Conversion was dated December 20, 2006. The shares were not
       issued until January 2, 2007.
(F)    The Notice of Conversion was received on the date indicated. The shares
       were not issued until April 18, 2007.
(G)    The principal of this debenture was increased by $991 to account for the
       difference in outstanding balance due.

<TABLE>
<S>            <C>


NOTE 9. NOTES PAYABLE


Notes payable consists of the following:

                                                                         September 30, 2007        December 31, 2006
                                                                         ------------------        -----------------
          18%       note payable to BLN Capital Funding, LLC,
                    principal and interest due on demand but no
                    later than December 31, 2007. 150,000 shares
                    of the Company's restricted common stock were
                    issued as a commitment fee valued at $7,500
                    based on the closing bid price of $0.05 on the
                    date of note and an additional 10,000 and
                    5,000 restricted shares were issued as
                    consideration for second and third extensions
                    valued at $1700 and                                   $         35,000            $         --

          12%       note payable to P. Byrne, principal and
                    interest due October 15, 2007. A commitment
                    fee of $2,250 was payable upon execution.
                    Result of a renegotiated note dated August 15,
                    2006 in the original principal amount of
                    $35,000.                                                        23,647                  22,500

          24%       note payable to Coan, principal and interest
                    due December 31, 2005. Coan was repaid $15,000
                    of the original principal balance of $50,000
                    in 2004. Interest of $6,608 and $8,521 was
                    paid in 2004 and 2006, respectively. Principal
                    of $35,000 and accrued interest of $9,423.10
                    was converted on January 19, 2007 into
                    1,110,578 shares of common stock pursuant to a
                    Conversion Agreement.                                               --                  35,000

          5%        debentures payable to Cornell Capital,
                    principal and interest due March 8, 2008
                    convertible into shares of common stock at
                    price equal to lesser of (i) 150% of the
                    initial bid price 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
                    for the 5 trading days immediately preceding
                    the conversion date. Reclassified from
                    long-term to short-term debt.                                  109,207                      --

          12%       note payable to Hackett, principal and
                    interest due October 31, 2006. Maturity date
                    has not been renegotiated with note holder.
                    Principal of $6,800 and interest of $469.48
                    was paid on March 30, 2007.                                         --                   6,800

                                       12


<PAGE>


          6%        note payable to Hackett, principal and
                    interest due March 14, 2997. 100,000 shares of
                    the Company's common stock were issued as a
                    commitment fee of $11,000 based on the closing
                    bid price of $0.11 on the note date of
                    September 14, 2006 which was amortized over
                    the term of the note. Principal of $50,000 and
                    accrued interest of $1,898 were paid in cash
                    and shares; $4,933 was converted May 29, 2007
                    to 41,245 of common shares pursuant to a
                    Conversion Agreement.                                               --                  50,000

          6%        note payable to Haggerty, principal and
                    interest due February 26, 2007. 90,000 shares
                    of the Company's common stock were issued as a
                    commitment fee valued at $9,000 based on based
                    on the closing bid price of $0.09 on the
                    trading date prior to the note date of August
                    26, 2006 which was amortized over the term of
                    the note.  Principal and interest of $50,921
                    was converted on January 3, 2007 into
                    1,273,014 shares of common stock.                                   --                  50,000

          5%        note payable to Haggerty, principal and
                    interest due January 15, 2008. Commitment fee
                    of $2,459 and interest of $41.10 payable was
                    100,000 shares of common stock within five
                    days of execution based on the closing bid
                    price of $0.025 on the trading date prior to
                    the note date of February 3, 2007.
                    Renegotiated note dated January 19, 2007 in
                    the original principal amount of $20,000.
                    Commitment fee of $5,659 and interest of
                    $41.10 was payable as 100,000 shares of common
                    stock within thirty days of execution based on
                    the closing bid price of $0.057 on January 18,
                    2007.  Principal of $5,000 was converted on
                    June 7, 2007 into 41,667 shares of common
                    stock pursuant to a Conversion Agreement.
                    41,667 warrants to purchase shares of
                    restricted common stock at an exercise price
                    of $0.20 for three years were granted upon
                    third extension executed in August, 2007 and
                    9,000 shares of restricted common stock were
                    issued for fourth extension executed in August,
                    2007 but effective as of June 22, 2007.                          15,000                      --

          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. Hemmel was
                    repaid interest of $5,784 in 2005 and $100 of
                    the original principal balance of $50,000 and
                    interest of $4,505 in 2006.  Principal of
                    $49,900 and interest of $3,051 was paid in
                    cash and stock as of April 4, 2007; 41,667
                    shares of common stock was issued in
                    consideration for $49,900 pursuant to a
                    Conversion Agreement                                                --                  49,900

          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. Nolan was
                    repaid $10,978 principal of the original
                    principal balance of $50,000 and $5,522
                    interest in 2006. Principal of $33,542 and
                    interest of $727.82 were converted into
                    1,038,489 shares of common stock on January
                    17, 2007.                                                           --                  33,542


                                       13


<PAGE>


          5%        debentures payable to Trey Resources, Inc.,
                    principal and interest due March 8, 2008
                    convertible into shares of common stock at
                    price equal to lesser of (i) 150% of the
                    initial bid price as submitted by a market
                    maker and approved by the National Association
                    of Securities Dealers or (ii) 50% of the
                    lowest closing bid price for the 5 trading
                    days immediately preceding the conversion
                    date. Reclassified from long-term to
                    short-term debt.                                                45,106                      --

          8%        note  payable to THI, inc., principal and
                    interest due October 15, 2007.                                  20,000                      --
                                                                               -----------           -------------
                    Current portion of Notes Payable                           $   247,960           $     247,742
                                                                               ===========           =============
</TABLE>

Our long term debt consists of one debenture due in October, 2008 for $100,000.
At December 31, 2006, our long term debt was $855,183, of which $405,183 was
reclassified to current in the first quarter of 2007, and $350,000 reclassified
to current in the second quarter of 2007.


NOTE 10. OPTIONS AND WARRANTS


The authorized capital stock of the Company consists of 200,000,000 shares of
Common Stock at a par value of $0.001 and 5,000,000 shares of Series A Preferred
Stock at a par value of $0.001.

As of September 30, 2007 we have issued options and warrants in 2007 as follow:

o      1,402,750 warrants granted February 22, 2007 with a term of 5 years, an
       exercise price of $0.18; granted in connection with the purchase of
       common stock

o      4,000,000 options granted May 15, 2007 with a term of 3 years, an
       exercise price of $0.15; granted for consulting services

o      41,667 warrants granted June 7, 2007 with a term of 3 year, an exercise
       price of $0.20; granted in connection with conversion of debt valued at
       $5,000.

o      204,000 warrants granted June 14, 2007 with a term of 18 months, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

o      600,000 warrants granted June 15, 2007 with a term of 18 months, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

o      200,000 warrants granted June 21, 2007 with a term of 18 months, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

o      1,000,000 warrants granted June 22, 2007 with a term of 18 months, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

o      250,000 warrants granted June 22, 2007 with a term of 18 months, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

o      2,300,000 options granted June 29, 2007 with a term of 1 year, an
       exercise price of $0.15; granted for consulting services

o      400,000 warrants granted July 17, 2007 with a term of 1 year, an exercise
       price of $0.12; granted in connection with the purchase of common stock

o      5,000,000 options granted July 17, 2007, modified November 2, 2007, with
       a term of 5 years, an exercise price of $0.0467; granted for compensation
       to an officer

o      1,500,000 warrants granted July 19, 2007 with a term of 1 year, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

o      250,000 warrants granted July 24, 2007 with a term of 1 year, an exercise
       price of $0.12; granted in connection with the purchase of common stock

o      665,494 warrants granted July 25, 2007 with a term of 12 months, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

o      1,000,000 warrants granted August 16, 2007 with a term of 18 months, an
       exercise price of $0.12; granted in connection with the purchase of
       common stock

                                       14

<PAGE>



Options are non-qualified stock options. The fair value of each option or
warrant is estimated on the date of grant using the Black-Scholes option
valuation model that uses the assumptions noted in the following table. Expected
volatilities are based on volatilities from the Company's traded common stock
since the Company changed it primarily business focus in the second quarter of
2006. The expected term of options granted is estimated at half of the
contractual term as noted in the individual option agreements and represents the
period of time that options granted are expected to be outstanding. The
risk-free rate for the periods within the contractual life of the option is
based on the U.S. Treasury bond rate in effect at the time of grant for bonds
with maturity dates at the estimated term of the options.

                                          2007
                                    -----------------
Expected volatility                 214.84% - 269.73%
Expected dividends                       $  --
Expected term (in years)                .5 - 2.5
Risk-free rate                         4.04%-4.91%

The fair value of options and warrants as of September 30, 2007 was $931,505.
No options or warrants have been exercised in the current fiscal year as of
September 30, 2007.


NOTE 11. SUBSEQUENT EVENTS

On October 9, 2007, the Company's subsidiary, Silicon Film Technologies, Inc.
entered into a new contractual agreement with Applied Color Science ("ACS") for
the research and development, testing, evaluation and deployment of the
technology underlying Silicon Film's electronic film system. A previous
contractual agreement had terminated in March, 2007. Under the terms of the new
agreement, Silicon Film allows the use of its sensors, patents, mechanical
designs and hardware resources in existence and ACS will bear the financial and
technical resources in developing a marketable product. The agreement terminates
upon the earlier of the successful development of a functional prototype, the
mutual consent of the parties or April 6, 2008. Silicon Film retains all
ownership rights in the technology developed during the term of the agreement.
Upon termination, ACS and Silicon have ninety days to enter into either, a
licensing agreement for the technology developed during the term of the
contractual agreement, or a revenue sharing agreement for the commercialization
of the marketable product.


On October 10, 2007, the Company issued an unsecured 0% $3,000 note payable to
Sebastien C. DuFort, its President, with a maturity date of October 15, 2007. On
October 15, 2007, the note was paid in full.

On October 15, 2007, the Company issued an unsecured 18% $15,000 note payable to
Hackett with a maturity date of November 15, 2007 and a commitment fee of 10,000
restricted shares of common stock valued at $640 based on the closing bid price
of $0.064 on October 12, 2007. These shares were issued on November 15, 2007
and, at the same time, the maturity date was extended to February 15, 2008.

On October 15, 2007, the principal and interest of a THI note which matured was
rolled over into a new 8% note of the same date together with an additional
$25,000 principal. Under the terms of the new note, the Company is to pay
monthly payments of $8,333.33 against the principal first until the note is
retired. The first payment is due December 15, 2007. An additional $25,000 and
$30,000 were added to the principal on October 19, 2007 and October 26, 2007,
respectively.

On October 16, 2007, P. Byrne extended the maturity date of a note payable dated
March 19, 2007 in the original principal amount of $23,647 to January 15, 2008.

On October 29, 2007, the Company entered into a Seventh Amendment to the
Purchase and Sale Agreement with Deacon Enterprises, Inc. , a Michigan
corporation, for the purchase of a processing facility located in Detroit,
Michigan. Pursuant to the terms of the Seventh Amendment, the Company's right to
inspect and evaluate the property was extended from September 30, 2007 until
December 31, 2007 without any additional cost to the Company. The extensions to
the Purchase Agreement have been necessary for the Company to evaluate certain
title of property issues and obtain appropriate consents to the purchase and the
easements. If the Closing does not occur by December 31, 2007, Deacon may
terminate the Agreement and retain the $35,000 deposit held in escrow.

On October 30, 2007, the Company entered into an extension of its existing
sublease for the Detroit processing facility with D.A. Stuart Company, the
current lessee, extending the term of the sublease to the earliest of (a)
December 31, 2007, (b) the date upon which the Company or its affiliates close
on the purchase of the facility with the current owner or, (c) upon termination
of the purchase agreement with the current owner.

On November 2, 2007, the Board of Directors of the Company approved a reduction
in the exercise price of an aggregate of 5,000,000 options to purchase shares of
the Company's common stock issued to Cathy Persin, its Chief Financial Officer
and Corporate Secretary, on July 17, 2007 from an exercise price of $0.124 to
$0.0467, which represents the closing bid price of the Company's common stock on
November 2, 2007. All 5,000,000 options vested on the date of issuance.

                                       15

<PAGE>


On November 2, 2007, the Company awarded Sebastien C. Dufort, its President,
7,500,000 options to purchase common stock at a strike price of $0.0467 which
was the closing bid price on November 2, 2007. All 7,500,000 options vested on
the date of issuance and will expire on November 2, 2012. The fair value of
these options at the grant date was $437,599.

On November 2, 2007, the Company awarded Cathy A, Persin, its Chief Financial
Officer and Corporate Secretary, 1,500,000 options to purchase common stock at a
strike price of $0.0467 which was the closing bid price on November 2, 2007. All
1,500,000 options vested on the date of issuance and will expire on November 2,
2012. The fair value of these options at the grant date was $87,520.

On November 16, 2007, BLN extended the maturity date of its note dated February
20, 2007 in the original principal amount of $35,000 from August 30, 2007 to
January 15, 2008. The Company is to issue 5,000 shares of restricted common
stock as a commitment fee valued at $200 based on the closing bid price of $0.04
on November 15, 2007.



                                       16







<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Plan of Operations 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.

OVERVIEW

Voyager Petroleum, Inc. intends to acquire reputable middle-market
petroleum-based lubricant companies and/or facilities that can be used to
compound, blend and package private label motor oil and related products as well
as acquire facilities to conduct like operations. Acquisition candidates also
include suppliers and distributors of these products.

The Company's strategy is to target companies with established wholesale and
third-party labeled products, regional distribution channels and seasoned
management that would recognize increased revenue and/or significant cost
savings from an injection of working capital, wider distribution channels and
vertical integration of supply, processing, packaging and distribution.

RECENT DEVELOPMENTS

On October 29, 2007, the Company amended the Sales Agreement ("Agreement") for
the purchase of the processing facility in Detroit, Michigan whereby the
Company's right to inspect and evaluate the property was extended by Deacon, the
seller, from September 30, 2007 until December 31, 2007 without any additional
cost to the Company. The extensions to the Agreement have been necessary to
evaluate certain title of property issues and obtain appropriate consents to the
purchase and the easements. If the Closing does not occur by December 31, 2007,
Deacon may terminate the Agreement and retain the $35,000 deposit held in
escrow.

Subsequently, on October 30, 2007, the Company entered into an extension of its
existing sublease with D.A. Stuart Company, the current lessee for the Detroit
processing facility, extending the term of the sublease to the earliest of (a)
December 31, 2007, (b) the date upon which the Company or its affiliates close
on the purchase of the Premises with Deacon, or (c) upon termination of the
purchase agreement with Deacon.

The Company completed a Phase II Environmental Site assessment of the premises
and, on May 15, 2007, under contract with Associated Environmental Services, LLC
located in Bloomfield Hills, Michigan, filed a Baseline Environmental Assessment
with the Michigan Department of Environmental Quality as required by law. The
Company intends to comply with its due care requirements which include
engineering, monitoring, and operating controls and procedures at the facility.
The facility is 20,000 square feet and is located on 3.5 acres of land. It
encompasses a processing plant, warehouse space and offices with on-site
railroad access and multiple loading docks. The plant houses 22 outside storage
tanks and 32 inside storage tanks with heating capabilities for a total storage
capacity of over 700,000 gallons. The Company plans to and is preparing the
plant for processing, drying, and bottling reclaimed used oil and intends to
expand its product portfolio by blending premium oil to diversify its revenue
streams. In November, 2006, Voyager hired a Vice President of supply operations
with twenty-four years of experience sourcing and processing used oil who will
oversee the Detroit facility once it is operational.

The Company anticipates that its two subsidiaries, 600 S. Deacon LLC and Monarch
Petroleum, Inc., will respectively own and operate the facility provided due
diligence is satisfactorily completed. These two subsidiaries became active in
the third quarter of 2007.

The Company's subsidiary, Sovereign Oil, Inc., is processing and packaging its
current orders out of non-owned facilities in LaPorte, Indiana as well as
McCook, Illinois.


                                       17

<PAGE>


Analysis of Business
--------------------

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

CRITICAL ACCOUNTING POLICIES

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

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

INTANGIBLE ASSETS

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

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

Management periodically reviews the carrying value of acquired intangible assets
that are being amortized to determine whether impairment may exist. The Company
considers relevant cash flow and profitability information, including estimated
future operating results, trends and other available information, in assessing
whether the carrying value of intangible assets being amortized can be
recovered. If the Company determines that the carrying value of intangible
assets will not be recovered from the undiscounted future cash flows of the
acquired business, the Company considers the carrying value of such intangible
assts as impaired and reduces them by a charge to operations in the amount of
the impairment. An impairment charge is measured as any deficiency in the amount
of estimated undiscounted future cash flows of the acquired business available
to recover the carrying value related to the intangible assets that are being
amortized. No impairment losses were recorded in the third quarter of 2007. An
impairment loss of $135,275 was recorded for the loss of one patent on March 31,
2006.


                                       18

<PAGE>


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2006

Results of operations consist of the following:


                         September 30, September 30,
                            2007           2006          $ CHANGE     % CHANGE
                         (Restated)
                         -----------    -----------    -----------   -----------
Revenues                 $   380,161    $        --    $   380,161         100%
Cost of Revenues            (371,248)            --       (371,248)        100%
                         -----------    -----------    -----------
Gross Profit                   8,913             --          8,913         100%
Operating, General and
 Administrative Costs      1,273,406        558,534        714,871         128%
                         -----------    -----------    -----------
Net Operating Loss       $(1,264,493)   $  (558,534)   $  (705,959)        126%
                         ===========    ===========    ===========


In the third quarter of 2007, we continued to see increased revenues to $380,161
from the sale of base oil and automatic transmission fluid as compared with no
sales for the comparable period in 2006. The costs associated with goods sold
increased by the same margin resulting in a gross profit of $8,913.


Our operating, general and administrative costs increased by 97% or $544,500
primarily due to a $10,785 increase in communications resulting from the
purchase of computers in our corporate office, a $472,423 increase in payroll
expenses largely resulting from the addition of new personnel and a stock award
of 2,500,000 shares issued to Cathy A.Persin, our Chief Financial Officer,
valued at $310,000 based on the closing bid price of $0.124, a $16,200 increase
in rent resulting from a higher monthly rent expense of $2,600 at our new
executive office and a $4,000 monthly expense to lease the Detroit processing
facility, an increase in general and administrative expenses of $129,314, a
$239,465 increase in professional fees largely resulting from an increase of
$225,255 in consulting fees.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2006

Results of operations consist of the following:

                         SEPTEMBER 30,    SEPTEMBER 30,
                              2007            2006         $ CHANGE     % CHANGE
                           (Restated)
                          -----------     -----------    -----------    --------
Revenues                  $   477,411     $        --    $   477,411      100%
Cost of Revenues             (434,753)             --       (434,753)     100%
                          -----------     -----------    -----------
Gross Profit                   42,658              --         42,658      100%
Operating, General and
  Administrative Costs      3,582,955         970,743      2,612,212      269%
                            ---------     -----------    -----------
Net Operating Loss        $(3,540,297)    $  (970,743)   $(2,569,554)     265%
                          ===========     ===========    ===========


Revenues continued to increase to $477,411 for the nine months ended September
30, 2007 as compared to the nine months ended September 30, 2006 as we shifted
our focus to selling petroleum-based products resulting in a gross profit of
$42,658.


Operating, general and administrative costs increased dramatically by $2,612,212
from $970,743 for the nine months ended September 30, 2006 to $3,583,213 for the
nine months ended September 30, 2007, mostly attributable to cost increases of
$25,883 in communication expense, $1,181,098 in payroll expense, $1,068,405 in
professional fees expense and $44,200 in rent expense.



                                       19

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

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

<TABLE>
<S>                 <C>
                                        SEPTEMBER 30,  DECEMBER 31,
                                            2007          2006        $ CHANGE         % CHANGE
                                         ----------    ----------    ----------       ----------
Cash                                     $   27,323    $       --    $   27,323            100%
Accounts Receivable                      $  112,142    $   20,328    $   91,814            452%
Inventory                                $  227,572    $       --    $  227,572            100%
Accounts Payable and Accrued Expenses    $1,808,618    $1,732,924    $   75,694              4%
Notes Payables                           $  347,960    $1,102,925    $ (754,695)           (68%)
Proceeds from sale of Common Stock       $1,209,057    $1,541,514    $ (332,457)           (22%)
</TABLE>

As of September 30, 2007, we had total current assets of $859,445 and total
current liabilities of $2,056,578. As a result, we had a working capital deficit
of $1,197,133. Our working capital deficit means that we do not have sufficient
current assets to satisfy all of our current liabilities.

As we began to implement our business plan through growth and increased sales,
our accounts receivable more than quadrupled to $112,142 at September 30, 2007
as compared to $20,328 at December 31, 2006 and our inventory grew with the
acquisition of base oils and packaging and shipping materials from $0.00 at
December 31, 2006 to $227,572 as of September 30, 2007. We anticipate a steady
increase in sales based on management's determination to apply available cash to
the purchase of inventory to enable the Company to meet the demand for its
products.

Notes payable decreased dramatically by 68% from $1,102,925 at December 31, 2006
to $347,960 at September 30, 2007 as a result of both conversions by note
holders of outstanding principal as well as our ongoing effort to pay off old
debt.

As of September 30, 2007, 500,000 shares of Series A preferred stock were
converted into 500,000 shares of common stock at par value.

We had $27,323 cash on hand as of September 30, 2007 compared to $0 as of
December 31, 2006. In the nine months ended September 30, 2007, we financed our
operations primarily through the sales of securities of $1,210,000, sales of
securities not yet issued of $99,994, loans by an officer of $23,000, loans by
unaffiliated third parties of $75,000, receipt of payments on accounts
receivable of $477,411 from the sales of motor oil, anti-freeze, automatic
transmission fluid and lubricant-based air freshener, and receipt of payments on
other receivables of $50,000. The proceeds were used for general corporate
obligations, the payment of promissory notes, the purchase of a 1999 truck
capable of transporting both liquid and packaged goods and the purchase of raw
materials and packaging and shipping materials. We will continue to need
additional cash during the following twelve months to satisfy current
liabilities of $2,056,578, specifically, the payment of notes payable which will
mature and some past due accounts. These needs will coincide with the cash
demands resulting from our general operations and planned expansion. Management
believes that the demand for its products is strong. We are and intend to
continue selling motor oil, automatic transmission fluid, anti-freeze and
petroleum-based air freshener. While we are seeking additional factory capacity
to meet this demand, we need the ability to purchase raw materials, primarily
oil, anti-freeze and additives as well as packaging and shipping materials.
Since our entry into the petroleum-based lubricant market is recent and we don't
have an established credit history, our ability to obtain credit and negotiate
favorable terms for the purchase of raw materials is reduced. The time gap
between the Company's investments in materials and payment for the finished
product can be up to several months although the Company is seeking to obtain
stronger relationships with its customer base so that it can negotiate shorter
payment schedules. Without cash resources and storage capacity, the Company can
only maintain a limited level of inventory and service only a small portion of
potential orders for its products. By December 31, 2007, we anticipate a need to
raise $300,000 to satisfy our cash demands. In addition, we will need to seek
financing in the amount of $1,200,000 from outside sources to fund the purchase
of processing and bottling equipment at about $500,000 for and the ultimate
purchase of the Detroit processing facility at $725,000, assuming due diligence
is satisfactory.

                                       20

<PAGE>


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


ITEM 3. CONTROLS AND PROCEDURES.


We carried out an evaluation, under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded, as of September 30, 2007, and as amended on September 10, 2008 as a
result of management's re-evaluation of these matters, that our disclosure
controls and procedures were not effective because there was an overstatement of
warrant expense of $371,529 due to an accounting error which was discovered in
May, 2008. This overstatement was due to a misapplication of generally accepted
accounting principles (GAAP) and a misinterpretation of data related to warrants
issued in connection with the sales of common stock. No expenses should have
been recognized.

While the issuance of the warrants in question were properly accounted for in
the Company's records as associated with the sale of common stock, the data was
misinterpreted. Since these warrants were issued in connection with a cash sale
of common stock and were not compensatory in any way, the value of the warrants
should have been accounted for as part of the proceeds received from the sale of
the common stock and not as interest or compensation expense. Prior to this
error, all warrants had been issued in connection with services and therefore
compensatory in nature and were subject to valuation and expense. Since this was
the first time warrants were issued in connection with a cash stock sale,
accounting personnel mistakenly included the warrants with other compensatory
warrants (warrants issued in connection with financing or services) and
inadvertently recorded an expense in the September 30, 2007 Statement of
Operations. The substance of this transaction, however, is a cash sale of common
stock where a portion of the proceeds should have been assigned to the warrants,
all of which should have been recorded as part of an equity transaction, none of
which should have been expensed. The only accounts which should have been
affected by this transaction are common stock and additional paid-in-capital.
The accompanying financial statements for the three months ended September 30,
2007 have been restated to reflect the corrections in accordance with SFAS No.
154, "Accounting Change and Error Correction".

During the three months ended September 30, 2007, there were no changes to our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Rule 13(a)-15 or Rule 15(d)-15(f )that
has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting. However, during the three months
ended June 30, 2008, after the discovery of the accounting error as outlined
above, the Company has changed its internal controls to require a dialogue
between our Chief Executive Officer, our Chief Financial Officer, our external
financial reporting department, and, as soon as practical, with the Company's
external auditors in every instance in which the Company is involved in a new
type of transaction to ensure that data associated therewith is not
misinterpreted and is properly stated.

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




                                       21

<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 July 5, 2007, the Company sold 1,100,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$175,400 pursuant to a securities purchase agreement.

On July 5, 2007, the Company sold 250,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$25,000 pursuant to a securities purchase agreement.

On July 5, 2007, the Company sold 200,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$20,000 pursuant to a securities purchase agreement.

On July 5, 2007, the Company sold 200,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$20,000 pursuant to a securities purchase agreement.

On July 5, 2007, the Company sold 204,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$20,400 pursuant to a securities purchase agreement.

On July 17, 2007, the Company sold 400,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$40,000 pursuant to a securities purchase agreement.

On July 19, 2007, the Company sold 1,500,000 shares of restricted common stock
at $0.10 per share to an unaffiliated third party for a total purchase price of
$150,000 pursuant to a securities purchase agreement.

On July 24, 2007, the Company sold 250,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$25,000 pursuant to a securities purchase agreement.

On August 16, 2007, the Company sold 1,000,000 shares of restricted common stock
at $0.10 per share to an unaffiliated third party for a total purchase price of
$100,000 pursuant to a securities purchase agreement.

The proceeds were used for general corporate obligations a payment on a
promissory note, and the purchase of raw materials and packaging and shipping
materials.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of stockholders in the third quarter of 2007.


ITEM 5 - OTHER INFORMATION

None.

                                       22

<PAGE>


ITEM 6 - EXHIBITS.

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

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


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

On July 18, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Items 1.01(Entry Into a Material Agreement), Item
1.02(Termination of a Material Definitive Agreement), and 9.01(Financial
Statements and Exhibits).

On July 20, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Item 1.01 (Entry Into a Material Agreement), and Item 9.01
(Financial Statements and Exhibits).

On August 1, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Item 5.02 (Departure of Directors or Principal Officers;
Election of Directors; Appointment of Certain officers; Compensatory
Arrangements of Certain Officers).

On August 24, 2007, the Company filed a Form 8-K with the Securities and
Exchange Commission under Items 1.01(Entry Into a Material Agreement), Item
1.02(Termination of a Material Definitive Agreement), and 9.01(Financial
Statements and Exhibits).


                                       23


<PAGE>


                                   SIGNATURES

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

                                     VOYAGER PETROLEUM, INC. AND SUBSIDIARIES





DATED:                                 BY:
                                       ---------------------------------
                                             SEBASTIEN C. DUFORT, PRESIDENT
                                             CHIEF EXECUTIVE OFFICER
                                             (PRINCIPAL EXECUTIVE OFFICER)



DATED:                                 BY:
                                       ---------------------------------
                                             CATHY A. PERSIN
                                             CHIEF FINANCIAL OFFICER
                                             (PRINCIPAL ACCOUNTING OFFICER)



                                       24


<PAGE>


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

                                  FORM 10-QSB/A

                                   (Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007.

                                       OR

 / / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-32737

                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
        (Exact Name of Small Business Issuer as Specified in its Charter)


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


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


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

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

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes / / No / /

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the registrant's common stock as of August 17, 2007 is:
123,729,136


Transitional Small Business Disclosure Format: Yes / / No /X/



<PAGE>


                                EXPLANATORY NOTE

The Company discovered in May, 2008, during its quarterly review of the
financial statements for the three months ending March 31, 2008, that 2,354,000
warrants issued in the second quarter of 2007 in connection with the sale of
common stock in several cash transactions were fair valued and expensed even
though they were not compensatory warrants, resulting in the overstatement of
warrant expense in the statement of operations by $166,108. Pursuant to the
Securities Purchase Agreements, common stock was sold for $0.10 per share, and
as part of the same transaction, warrants were granted to purchase the same
number of shares at an exercise price of $0.12 per share which are exercisable
over an eighteen month period.

Since these warrants were issued in connection with a cash sale of common stock
and were not compensatory in any way, the value of the warrants should have been
accounted for as part of the proceeds received from the sale of the common stock
and not as interest or compensation expense. Until this point in time, all other
warrants issued by the Company were compensatory in nature and were subject to
valuation and expense. Since this was the first time warrants were issued in
connection with a cash stock sale, accounting personnel mistakenly included the
warrants with other compensatory warrants (warrants issued in connection with
financing or services) and inadvertently recorded an expense in the June 30,
2007 Statement of Operations. The substance of this transaction, however, is a
cash sale of common stock where a portion of the proceeds should have been
assigned to the warrants, all of which should have been recorded as part of an
equity transaction, none of which should have been expensed. The only accounts
which should have been affected by this transaction are common stock and
additional paid-in-capital.

We originally entered the transactions for the three months ended June 30, 2007
as a debit to cash for the total proceeds received of $235,400, a credit to
common stock for the number of shares issued (2,354,000) at Par ($0.001) or
$2,354 and a credit to additional paid-in capital for the remaining
consideration of $233,046. In addition, we debited option and warrant expense
and credited additional paid-in-capital for the fair value of the warrants of
$166,108(Black Shoales calculation). The latter expense entry was made in error.
We never should have recorded this expense since the warrants were not issued as
compensation for services or consideration for debt. To correct the error, we
reversed the expense by crediting option and warrant expense and debiting
additional paid-in-capital for $166,108, the fair value of the warrants, in
essence reversing the warrant original journal entry.

Since this was a cash transaction for common stock with attached warrants,
we do not believe that it is subject to EITF 00-19 which basically describes
the accounting for compensatory options and warrants. Additionally, upon review
of FAS 133, paragraph 11, we believe that this transaction is exempt derivative
accounting.

The accompanying financial statements for three and six months ended June 30,
2007 have been restated to reflect the corrections in accordance with SFAS No.
154, "Accounting Change and Error Correction".

The placement of impairment charges related to intangible assets, gain on sale
of equipment and loss on abandonment of assets was previously presented as line
items in the Statement of Operations under non-operating income and the
placement of stock based compensation related to the issuance of stock options
was previously placed as a separate line item. We have moved impairment charges
related to intangible assets, gain on sale of equipment and loss on abandonment
of assets on the Statement of Operations as line items under operating, general
and administrative expenses. We have also reclassified the components of payroll
and professional fees paid by stock options into the payroll and professional
fee categories on our Statement of Operations. We have also reclassified
expenses for the issuance of warrants for financing costs. No change in net
income resulted from these reclassifications.

None of these changes has affected the reported Earnings Per Share price at June
30, 2007.




<PAGE>

The effect on the Company's previously issued June 30, 2007 financial statements
are summarized as follows:


                                                ORIGINALLY FILED    AS AMENDED
                                                         June 30, 2007
                                                 ------------      ------------
           Balance Sheet

Additional paid in capital                          9,644,299         9,478,191
Accumulated deficit                               (10,724,984)      (10,558,876)
Total stockholders' deficit                          (814,027)         (814,027)
                                                 ------------      ------------
Total liabilities and stockholders'              $  1,556,873      $  1,556,873
                                                 ============      ============
  Equity

<TABLE>
<S>            <C>
                                                     ORIGINALLY FILED   AS AMENDED  ORIGINALLY FILED  AS AMENDED
                                                             Three months ended           Six months ended
           Income Statement                                   June 30, 2007                 June 30, 2007
                                                        -----------    -----------    -----------    -----------
Professional fees                                           632,312      1,267,560        975,259      1,610,508

Total operating expense                                     948,266      1,583,515      1,674,298      2,309,547
                                                        -----------    -----------    -----------    -----------

Operating Loss                                             (927,481)    (1,562,730)    (1,640,553)    (2,275,802)

Option and warrant expense                                 (805,881)                     (805,881)
Warrant expense for financing costs                                         (4,524)                       (4,524)

                                                        -----------    -----------    -----------    -----------
Net loss                                                $(1,755,808)   $(1,589,700)   $(2,511,270)   $(2,345,162)
                                                        ===========    ===========    ===========    ===========


                                                     ORIGINALLY FILED  AS AMENDED
                                                            Six months ended
           Statement of Cash Flows                           June 30, 2007
                                                       ----------    ----------
Cash Flows from Operating Activities, Net (loss)       (2,511,270)   (2,345,162)
Issuance of option and warrants for services & fees       805,881       639,772
                                                       ----------    ----------
Net cash used in operating activities                    (710,141)     (710,141)
                                                       ==========    ==========



           Statement of Shareholder's Deficit         ORIGINALLY FILED                   AS AMENDED
                                                                   DEFICIT                        DEFICIT
                                                                  ACCUMULATED                    ACCUMULATED
                                                                  DURING THE                     DURING THE
                                                 ADDITIONAL PAID  DEVELOPMENT    ADDITIONAL PAID DEVELOPMENT
                                                   IN CAPITAL        STAGE        IN CAPITAL        STAGE
                                                  ------------    ------------    -----------    ------------
Options and warrants issued for services & fees        805,881
Stock based compensation                                                              635,248
Warrant expense for financing costs                                                     4,524
Net loss (restated)                                                 (2,511,270)                    (2,345,162)
Balance at June 30, 2007                          $  9,644,299    $(10,724,984)   $  9,478,191   $(10,558,876)
                                                  ============    ============    ============   ============
</TABLE>

We have also amended the Item 2 Management's discussion and Analysis or Plan of
Operation contained in this 10-QSB/A to include the amended figures. In all
other respects, this amended quarterly report on Form 10-QSB/A is unchanged from
the quarterly report on Form 10-QSB previously filed by the Company on August
20, 2007.



<PAGE>


                                TABLE OF CONTENTS


                                                                            Page
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                  1

Item 2.  Management's Discussion and Analysis or Plan of Operation            17

Item 3.  Controls and Procedures                                              21

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                    22

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          22

Item 3.  Defaults Upon Senior Securities                                      23

Item 4.  Submission of Matters to a Vote of Security Holders                  23

Item 5.  Other Information                                                    23

Item 6.  Exhibits                                                             23

SIGNATURES                                                                    24



<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2007







                                        1

<PAGE>


<TABLE>
<S>            <C>

                                 VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                       (FORMERLY VOYAGER ONE, INC.)
                                       (A DEVELOPMENT STAGE COMPANY)
                                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                                (UNAUDITED)


                                                                               June 30,      December 31,
                                                                                2007             2006
                                                                              (Restated)
                                                                             ------------    ------------

                                     ASSETS
Current Assets
  Cash                                                                       $     33,497    $         --
  Accounts Receivable                                                              48,290          20,328
  Other Receivables                                                                    --          50,000
  Inventory                                                                       106,988              --
  Expense Advance                                                                      --          48,543
  Prepaid Expenses                                                                  9,500           9,500
  Prepaid Consulting Agreements                                                   726,842         428,763
                                                                             ------------    ------------
    Total Current Assets                                                          925,117         557,134

Property and Equipment, net of accumulated depreciation of $7,681
  and $0 at June 30, 2007 and December 31, 2006, respectively                      34,180              --

Deposits                                                                           45,328           7,186

Domain Name                                                                            --           8,867
Deferred Financing Costs, net of accumulated amortization of $101,617 and
  $70,631, at June 30, 2007 and December 31, 2006, respectively                    14,849          45,835
Patents, net of accumulated amortization of $561,498 and $505,906, at
  June 30, 2007 and December 31, 2006, respectively                               537,399         592,991
                                                                             ------------    ------------
  Total Assets                                                               $  1,556,873    $  1,212,013
                                                                             ============    ============

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
  Accounts Payable                                                           $    430,696    $    395,148
  Accrued Expenses                                                              1,012,369       1,245,590
  Accrued Interest                                                                195,682          92,186
  Notes Payable, current portion                                                  632,153         247,742
                                                                             ------------    ------------
    Total Current Liabilities                                                   2,270,900       1,980,666

Long Term Note Payable                                                            100,000         855,183
                                                                             ------------    ------------
  Total Liabilities                                                             2,370,900       2,835,849

Commitments                                                                            --              --

Stockholders' (Deficit)
   Preferred Stock Series A, par value $.001, 5,000,000 shares authorized,
      500,000 shares and 1,000,000 shares issued and outstanding at
      June 30, 2007 and December 31, 2006, respectively                               500           1,000
   Common Stock, par value $.001, 200,000,000 shares authorized,
      111,157,950 and 62,835,485 shares issued and outstanding at
      June 30, 2007 and December 31, 2006, respectively                           111,158          62,835
   Subscribed common stock                                                        155,000              --
   Additional paid in capital                                                   9,478,191       6,526,043
   Deficit accumulated during development stage                               (10,558,876)     (8,213,714)
                                                                             ------------    ------------
Total Stockholders' (Deficit)                                                    (814,027)     (1,623,836)
                                                                             ------------    ------------
Total Liabilities and Stockholders' (Deficit)                                $  1,556,873    $  1,212,013
                                                                             ============    ============


                 See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                    2


<PAGE>



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


                                                                                                                  From inception
                                                        Three Months Ended              Six Months Ended         (June 28, 2002) to
                                                    June 30,        June 30,        June 30,        June 30,         June 30,
                                                      2007            2006            2007            2006             2007
                                                   (Restated)                      (Restated)                      (Restated)
                                                  ------------    ------------    ------------    ------------    ------------
Revenues:
   Sales                                          $     48,290    $         --    $     97,250    $         --    $    117,578
      Cost of goods sold                               (27,505)             --         (63,505)             --         (81,930)
                                                  ------------    ------------    ------------    ------------    ------------

Gross Profit                                            20,785              --          33,745              --          35,648

Operating, general and administrative expenses:
      Communications                                    16,482           3,400          20,352           5,253          98,359
      Payroll                                          208,855          32,338         451,556          99,048       2,802,374
      Professional fees                              1,267,560          30,846       1,610,508          56,021       2,817,004
      Rent                                              18,400           3,600          35,200           7,200         195,771
      Depreciation and amortization                     35,477          13,750          63,273          60,857         842,148
      Impairment charges related to
        intangible assets                                   --              --              --         135,275         135,275
      Gain on sale of equipment                             --              --              --         (26,564)        (26,564)
      Loss on abandonment of assets                         --              --              --              --          10,663
      Other operating general and
        administrative expense                          36,741          39,235         128,659          75,119       1,554,947
                                                  ------------    ------------    ------------    ------------    ------------
                                                     1,583,515         123,169       2,309,547         412,209       8,429,977
                                                  ------------    ------------    ------------    ------------    ------------
Operating loss                                      (1,562,730)       (123,169)     (2,275,802)       (412,209)     (8,394,329)

Non-operating income (expense):

      Interest expense                                 (22,446)        (28,928)        (64,836)        (76,647)     (2,332,067)
      Gain on cancellation of financing fees                --              --              --              --         172,044
      Warrant expense for financing costs               (4,524)             --          (4,524)             --          (4,524)
                                                  ------------    ------------    ------------    ------------    ------------
                                                       (26,970)        (28,928)        (69,360)       ( 76,647)     (2,164,547)

                                                  ------------    ------------    ------------    ------------    ------------
Net Loss                                          $ (1,589,700)   $   (152,097)   $ (2,345,162)   $   (488,856)   $(10,558,876)
                                                  ============    ============    ============    ============    ============


Loss per shares (basic and diluted)               $      (0.02)   $      (0.00)   $      (0.03)   $      (0.02)
                                                  ============    ============    ============    ============

Weighted average number of shares
       Outstanding (basic and diluted)              99,419,005      33,952,496      88,657,050      26,069,602
                                                  ============    ============    ============    ============


                            See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                                 3

<PAGE>


                                              VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                                    (FORMERLY VOYAGER ONE, INC.)
                                                    (A DEVELOPMENT STAGE COMPANY)
                                       CONDENSED CONSOLIDATED STATEMENT SHAREHOLDER'S DEFICIT
                                                             (UNAUDITED)

                        Preferred Stock Series A         Common Stock                                      Deficit
                                                                                                         accumulated
                                                                                            Additional   during the
                         Number of      Par        Number of        Par       Subscribed     Paid in     development
                          Shares       $0.001        Shares        $0.001        Stock       Capital        stage          Total
                        ----------  ------------  ------------  ------------  ------------ ------------  ------------  ------------
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                      --            --    27,594,306        27,594            --    1,513,920            --     1,541,514

Common stock issued
  for financing fees            --            --       200,000           200            --       19,800            --        20,000

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

Conversion of notes
  payable and
  debentures into stock         --            --    13,674,476        13,674            --      409,011            --       422,685

Common stock issued
  for reimbursement of
  operating expenses            --            --       251,801           252            --       16,115            --        16,367

Common stock issued
  for services                  --            --     6,486,025         6,486            --      532,337            --       538,823

Cancellation of shares          --            --      (941,667)         (942)           --      (53,058)           --       (54,000)

Options and warrants
  issued for services           --            --            --            --            --      397,408            --       397,408


Net loss                        --            --            --            --            --           --    (1,549,291)   (1,549,291)
                        ----------  ------------  ------------  ------------  ------------ ------------  ------------  ------------

Balance at
  December 31, 2006      1,000,000         1,000    62,835,485        62,835            --    6,526,043    (8,213,714)   (1,623,836)

Common stock issued
  for cash                      --            --    18,397,288        18,397            --      654,111            --       672,508

Conversion of notes
  payable and debentures
  into stock                    --            --    13,727,724        13,729            --      395,008            --       408,737

Common stock issued for
  payroll                       --            --     3,708,180         3,708            --      223,537            --       227,245

Common stock issued for
  services                      --            --    11,989,273        11,989            --    1,039,720            --     1,051,709

Common stock subscribed         --            --            --            --       155,000           --            --       155,000

Conversion of preferred
  shares to common stock  (500,000)         (500)      500,000           500            --           --            --            --

Stock based compensation
  (Restated)                    --            --            --            --            --      635,248            --       635,248

Warrant expense for
  financing costs               --            --            --            --            --        4,524            --         4,524

Net loss                        --            --            --            --            --           --    (2,345,162)   (2,345,162)
                        ----------  ------------  ------------  ------------  ------------ ------------  ------------  ------------

Balance at
  June 30, 2007            500,000  $        500   111,157,950  $    111,158  $    155,000 $  9,478,191  $(10,558,876) $   (814,027)
                        ==========  ============  ============  ============  ============ ============  ============  ============


                             See accompanying Notes to these Condensed Consolidated Financial Statements

                                                                 4


<PAGE>



                                VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                      (FORMERLY VOYAGER ONE, INC.)
                                      (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (UNAUDITED)
                                                                                         From inception
                                                                                        (June 28, 2002) to
                                                        June 30, 2007    June 30, 2006    June 30, 2007
                                                          (Restated)                        (Restated)
                                                         ------------     ------------     ------------

Cash Flows from Operating Activities:
     Net Loss                                            $ (2,345,162)    $   (488,856)    $(10,558,876)

     Adjustments to reconcile net loss to net cash
      used by operating activities:
        Deferred financing costs                               30,986               --           54,187
        Depreciation and
        amortization                                           63,273           59,534          885,617
        Impairment loss on intangibles                             --          135,275          136,408
        Loss on asset abandonment                                  --               --            9,530
        Imputed interest                                           --               --           23,428
        Issuance of common stock for services and
        payroll                                             1,278,953               --        1,827,851
        Issuance of options and warrants for services
        & fees                                                639,772               --        1,037,180
        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                                                 --               --          105,126
        Issuance of common stock for accrued interest              --               --           13,601
        Issuance of notes as payment for accrued
        interest                                                   --           13,601           99,205
        Gain on sale of assets                                     --            7,046            7,046.
     Changes in assets and liabilities:
        (Increase) in accounts receivable                     (27,962)              --          (48,290)
        (Increase) in inventories                            (106,988)              --         (106,988)
        Decrease in expense advance                            48,543               --               --
        Decrease in other receivables                          50,000               --               --
        (Increase) in prepaid expenses                             --               --           (9,500)
        (Increase) in prepaid consulting expenses            (298,079)              --         (263,692)
        (Increase) in deposits                                 (3,142)              --          (18,729)
        Increase in accounts payable                           86,222            3,236          477,650
        Increase (decrease) in accrued expenses              (230,052)          70,611          297,468
        Increase (decrease) in accrued interest               103,495          (24,838)         871,659
                                                         ------------     ------------     ------------
            Net cash used in operating activities            (710,141)        (224,391)      (3,541,466)

Cash flows used in Investing Activities:
     Acquisition of fixed assets                              (41,861)              --          (95,394)
     Sale of fixed assets                                          --           16,718           16,718
     Acquisition of patents                                        --               --         (465,922)
     Sale of domain name                                        8,867               --            8,867
     Acquisition of domain name                                    --               --          (10,000)

                                                         ------------     ------------     ------------
        Net cash used in investing activities                 (32,994)          16,718         (545,731)



              See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                   5


<PAGE>


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

                                                                                               From inception
                                                                                              (June 28, 2002 )to
                                                                June 30, 2007   June 30, 2006   June 30, 2007
                                                                  (Restated)                      (Restated)
                                                                 -----------     -----------     -----------

Cash flows provided by Financing Activities:
      Cancellation of financing fees                                      --              --        (172,044)
      Recapitalization                                                    --              --         (33,804)
      Conversion of notes to common stock                                 --              --      (1,446,093)
      Issuance of common stock for cash                              672,508         170,099       2,514,022
      Proceeds from subscribed common stock                          155,000              --         155,000
      Proceeds from notes payable                                     43,000          43,000       3,581,776
      Payments for notes payable                                     (93,876)         (3,372)       (478,163)
                                                                 -----------     -----------     -----------
        Net cash provided by financing activities                    776,632         209,727       4,120,694

Net increase (decrease) in cash                                       33,497           2,054          33,497
Cash, beginning of year                                                   --           6,195              --
                                                                 -----------     -----------     -----------
Cash, end of year                                                $    33,497     $     8,249     $    33,497
                                                                 ===========     ===========     ===========

Cash paid for:
      Interest                                                   $     5,075     $        --     $    23,197
      Income Taxes                                               $        --     $        --     $        --

Supplemental schedule of non-cash Investing and
  Financing Activities:
     Issuance of Voyager One, Inc. common stock                  $        --     $        --     $   (33,804)
     Issuance of 3,073,000 shares of common stock for patents    $        --     $        --     $   768,250
     Cancellation of debentures issued for financing fees        $        --     $        --     $  (750,000)
     Issuance of convertible debentures for financing fees       $        --     $        --     $   870,000
     Issuance of common stock for exercise of options            $        --     $        --     $   100,000
     Issuance of common stock for financing fees                 $        --     $   193,629     $    38,208
     Issuance of common stock for notes, debentures,
       accrued interest and accounts payable                     $   408,737     $    10,000     $ 1,854,830
     Issuance of note payable for deposit                        $    35,000     $        --     $    35,000
     Preferred shares converted to common stock                  $       500     $        --     $       500
     Reclassification of accounts payable to notes payable       $    36,162     $        --     $    36,162
     Reclassification of accrued interest to notes payable       $    20,345     $        --     $    20,345


                 See accompanying Notes to these Condensed Consolidated Financial Statements

                                                      6
</TABLE>


<PAGE>


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


NOTE 1. BASIS OF PRESENTATION AND ORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation and Organization
--------------------------------------

The accompanying Condensed Consolidated Financial Statements of Voyager
Petroleum, Inc. (the "Company") should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2006. Significant
accounting policies disclosed therein have not changed except as noted below.

As of this filing, the Company has elected to file condensed consolidated
financials in our interim reporting as we believe that it assists the reader in
understanding the current status of our business.

As used in these Notes to the Consolidated Financial Statements, the terms the
"Company", "we", "us", "our" and similar terms refer to Voyager Petroleum, Inc.
and, unless the context indicates otherwise its consolidated subsidiaries. The
Company's subsidiaries include Sovereign Oil, Inc. ("Sovereign"), a Nevada
corporation, which manufactures and distributes petroleum-based products to the
automotive and manufacturing aftermarket; Monarch Petroleum, Inc. ("Monarch"), a
Michigan corporation, formed on May 4, 2007; and 600 S. Deacon LLC ("600 S."), a
Michigan corporation formed on May 4, 2007. As of June 30, 2007 Monarch and 600
S. are dormant and have been dormant since inception.

Management intends to consider other alternatives for its wholly-owned
subsidiary, Silicon Film Technologies, Inc., since it no longer fits the
Company's long-term business plan. While Silicon has developed technology which
enables a conventional 35mm SLR camera to capture, store, and transfer digital
images, the Company believes that its strategy to conduct business in the oil
industry is better suited for generating higher revenues, in the short and long
term, will provide increased opportunities for growth and will provide a
sustained longevity that may not be present in the photographic industry.
Considering all of these factors, management feels that the change in strategy
will present greater opportunity to build stockholder value. On September 22,
2006, Voyager entered into a contractual agreement with ACS so that ACS could
proceed with, and bear the expense of, the research and development, testing,
evaluation and deployment of the technology underlying our electronic film
system. While the contractual agreement terminated in March, 2007, Voyager is
in negotiations with ACS regarding possible alternative business transactions.

The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany transactions and
accounts have been eliminated in consolidation.


Reclassifications

Certain reclassifications, which have no effect on net loss, have been made in
the prior period financial statements to conform to the current presentation.


NOTE 2. CRITICAL ACCOUNTING POLICIES

Inventory
---------

Inventories are stated at the lower of cost or market using the first-in,
first-out (FIFO) method.


NOTE 3.  CORRECTION OF AN ERROR

The Company discovered in May, 2008, during its quarterly review of the
financial statements for the three months ending March 31, 2008, that 2,354,000
warrants issued in the second quarter of 2007 in connection with the sale of
common stock in several cash transactions were fair valued and expensed even
though they were not compensatory warrants, resulting in the overstatement of
warrant expense in the statement of operations by $166,108. Pursuant to the
Securities Purchase Agreements, common stock was sold for $0.10 per share, and
as part of the same transaction, warrants were granted to purchase the same
number of shares at an exercise price of $0.12 per share which are exercisable
over an eighteen month period.

Since these warrants were issued in connection with a cash sale of common stock
and were not compensatory in any way, the value of the warrants should have been
accounted for as part of the proceeds received from the sale of the common stock
and not as interest or compensation expense. Until this point in time, all other
warrants issued by the Company were compensatory in nature and were subject to
valuation and expense. Since this was the first time warrants were issued in
connection with a cash stock sale, accounting personnel mistakenly included the
warrants with other compensatory warrants (warrants issued in connection with
financing or services) and inadvertently recorded an expense in the June 30,
2007 Statement of Operations. The substance of this transaction, however, is a
cash sale of common stock where a portion of the proceeds should have been
assigned to the warrants, all of which should have been recorded as part of an
equity transaction, none of which should have been expensed. The only accounts
which should have been affected by this transaction are common stock and
additional paid-in-capital.

We originally entered the transactions for the three months ended June 30, 2007
as a debit to cash for the total proceeds received of $235,400, a credit to
common stock for the number of shares issued (2,354,000) at Par ($0.001) or
$2,354 and a credit to additional paid-in capital for the remaining
consideration of $233,046. In addition, we debited option and warrant expense
and credited additional paid-in-capital for the fair value of the warrants of
$166,108(Black Shoales calculation). The latter expense entry was made in error.
We never should have recorded this expense since the warrants were not issued as
compensation for services or consideration for debt. To correct the error, we
reversed the expense by crediting option and warrant expense and debiting
additional paid-in-capital for $166,108, the fair value of the warrants, in
essence reversing the warrant original journal entry.

Since this was a cash transaction for common stock with attached warrants,
we do not believe that it is subject to EITF 00-19 which basically describes
the accounting for compensatory options and warrants. Additionally, upon review
of FAS 133, paragraph 11, we believe that this transaction is exempt derivative
accounting.

The accompanying financial statements for three and six months ended June 30,
2007 have been restated to reflect the corrections in accordance with SFAS No.
154, "Accounting Change and Error Correction".

The placement of impairment charges related to intangible assets, gain on sale
of equipment and loss on abandonment of assets was previously presented as line
items in the Statement of Operations under non-operating income and the
placement of stock based compensation related to the issuance of stock options
was previously placed as a separate line item. We have moved impairment charges
related to intangible assets on the Statement of Operations as a line item under
operating, general and administrative expenses. We have also reclassified the
components of payroll and professional fees paid by stock options into the
payroll and professional fee categories on our Statement of Operations. We have
also reclassified expenses for the issuance of warrants for financing costs. No
change in net income resulted from these reclassifications.

None of these changes has affected the reported Earnings Per Share price at June
30, 2007.

                                       7




<PAGE>


The effect on the Company's previously issued June 30, 2007 financial statements
are summarized as follows:


                                                ORIGINALLY FILED    AS AMENDED
                                                         June 30, 2007
                                                 ------------      ------------
           Balance Sheet

Additional paid in capital                          9,644,299         9,478,191
Accumulated deficit                               (10,724,984)      (10,558,876)
Total stockholders' deficit                          (814,027)         (814,027)
                                                 ------------      ------------
Total liabilities and stockholders'              $  1,556,873      $  1,556,873
                                                 ============      ============
  Equity

<TABLE>
<S>            <C>
                                                     ORIGINALLY FILED   AS AMENDED  ORIGINALLY FILED  AS AMENDED
                                                             Three months ended           Six months ended
           Income Statement                                   June 30, 2007                 June 30, 2007
                                                        -----------    -----------    -----------    -----------
Professional fees                                           632,312      1,267,560        975,259      1,610,508

Total operating expense                                     948,266      1,583,515      1,674,298      2,309,547
                                                        -----------    -----------    -----------    -----------

Operating Loss                                             (927,481)    (1,562,730)    (1,640,553)    (2,275,802)

Option and warrant expense                                 (805,881)                     (805,881)
Warrant expense for financing costs                                         (4,524)                       (4,524)

                                                        -----------    -----------    -----------    -----------
Net loss                                                $(1,755,808)   $(1,589,700)   $(2,511,270)   $(2,345,162)
                                                        ===========    ===========    ===========    ===========


                                                     ORIGINALLY FILED  AS AMENDED
                                                            Six months ended
           Statement of Cash Flows                           June 30, 2007
                                                       ----------    ----------
Cash Flows from Operating Activities, Net (loss)       (2,511,270)   (2,345,162)
Issuance of option and warrants for services & fees       805,881       639,772
                                                       ----------    ----------
Net cash used in operating activities                    (710,141)     (710,141)
                                                       ==========    ==========

           Statement of Shareholder's Deficit         ORIGINALLY FILED                          AS AMENDED
                                                                   DEFICIT                        DEFICIT
                                                                  ACCUMULATED                    ACCUMULATED
                                                                  DURING THE                     DURING THE
                                                 ADDITIONAL PAID  DEVELOPMENT    ADDITIONAL PAID DEVELOPMENT
                                                   IN CAPITAL        STAGE        IN CAPITAL        STAGE
                                                  ------------    ------------    -----------    ------------
Options and warrants issued for services & fees        805,881
Stock based compensation                                                              635,248
Warrant expense for financing costs                                                     4,524
Net loss                                                            (2,511,270)                    (2,345,162)
Balance at June 30, 2007                          $  9,644,299    $(10,724,984)   $  9,478,191   $(10,558,876)
                                                  ============    ============    ============   ============
</TABLE>

We have also amended the Item 2 Management's discussion and Analysis or Plan of
Operation contained in this 10-QSB/A to include the amended figures. In all
other respects, this amended quarterly report on Form 10-QSB/A is unchanged from
the quarterly report on Form 10-QSB previously filed by the Company on August
20, 2007.

NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS

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

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

                                       8

<PAGE>


NOTE 5. COMMITMENTS AND CONTINGENCIES

The Company entered into a Purchase and Sale Agreement, effective January 19,
2007, with Deacon Enterprises, Inc., a Michigan corporation, for the purchase of
a blending facility located in Detroit, Michigan. At the same time, a temporary
access agreement with the current tenant became effective which allows the
Company access to the premises only, from February 1, 2007 through March 31,
2007. Effective April 1, 2007, the access agreement reverts to a sublease and
Voyager will sublease the property until the earlier of August 1, 2007, the
closing of the purchase of the facility with Deacon or termination of the
purchase agreement subject to the earlier termination of the master lease Deacon
has with the current leasee. The charge for access is and the rent will be
$4,000 per month plus utilities, repairs, maintenance, taxes, assessments and
insurance.

On March 19, 2007, Sebastien DuFort, both personally and as President of the
Company, executed a two year lease for larger executive office space beginning
April 1, 2007 located at 123 East Ogden Avenue-Suite 102A, Hinsdale, Illinois
60521 at $2,600 a month subject to a 5% inflation adjustment for the second year
plus payment of electrical and gas. One month's rent was required as a security
deposit.

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

NOTE 6. PROPERTY AND EQUIPMENT

The Company entered into a Purchase and Sale Agreement, effective January 19,
2007, with Deacon Enterprises, Inc., a Michigan corporation, for the purchase of
a blending facility located in Detroit, Michigan. The total purchase price of
$750,000, less a $35,000 deposit held in escrow, is to be paid at closing which
shall occur on or before the earlier of six months from the execution of the
agreement, ten business days after expiration of a ninety day inspection period
or sooner at Voyager's election. In addition to customary closing conditions,
Voyager is obligated to obtain, at its own cost, a category S baseline
environmental assessment (BEA) and due care plan before closing or within six
months after the effective date which is to be filed with the Michigan
Department of Environmental Quality. A BEA establishes the environmental
condition of the property and pursuant to Michigan law must be completed within
forty-five days of occupancy and, if not completed within that time frame, would
subject Voyager to liability for any pre-existing conditions. Voyager filed its
BEA with the Michigan Department of Environmental Quality in May, 2007. The
Company has amended its Purchase and Sale Agreement, extending its right to
inspect and evaluate the property until August 17, 2007 without additional cost
to the Company.

Voyager Petroleum entered into an asset purchase agreement with Quest
Manufacturing, Inc., an entity controlled by the Company's then serving CEO,
John Lichter, effective October 19, 2005, for the sale of furniture and
equipment in the amount of $48,231 payable in one lump sum. An addendum to the
agreement postponed the effective date to February 7, 2006 upon Quest's payment
of $16,718 and provided that the remaining balance of $31,513 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. The Company recorded a $26,566
gain in connection with this transaction.

Depreciation expense is $7,681 and $775 and for the six months ended June 30,
2007 and 2006, respectively.

                                       9

<PAGE>


NOTE 7. CONVERTIBLE DEBENTURES

In May 2004, Voyager Petroleum entered into a Securities Purchase Agreement
which was amended in August, 2004 pursuant to which Cornell Capital Partners
agreed to purchase $1,100,000 of 5% secured, convertible debentures. As of
December 31, 2006, the Company received gross proceeds of $1,100,000. The
debentures are convertible at the holder's option any time up to maturity at a
conversion price equal to the lower of (i) 150% of the initial bid price of the
common stock as submitted by a market maker and approved by the 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
the Company's outstanding common stock. At maturity, Voyager Petroleum 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 Petroleum's
assets. Prior to maturity, the Company has the option to redeem a portion or all
of the outstanding debentures at a price of 150% of the amount redeemed plus
accrued interest. In the event the debentures are redeemed, then Voyager
Petroleum 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 Petroleum 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. ("Trey Resources"),a Delaware corporation. On March 8,
2005, Voyager Petroleum consented to the assignment whereupon Cornell Capital
terminated the original debentures and, concurrently, the Company 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 Petroleum 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 May 15, 2007, an unaffiliated third party purchased the total outstanding
principal and interest of our convertible debentures with Cornell Capital and
Trey Resources. Installment payments under the purchase agreement are secured by
the debentures and, in the event of default, Cornell Capital and Trey Resources
have the option to exercise all rights there under. The Company consented to the
purchase and adjusted the principal of the Trey Resources' debenture dated March
8, 2007 in the original principal amount of $50,000 by an increase of $991 to
account for difference in outstanding balance due.

Conversion of Debt to Equity and Debt Redemption:

The following principal amounts were converted or redeemed of the Cornell
Capital debenture dated March 8, 2005 in the original principal amount of
$150,000:

<TABLE>
<S>            <C>
               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
12/20/05      $    20,000   $        --   $        --   $        --       160,000   $    0.1250
02/08/06      $     3,500            --            --            --       280,000   $    0.0125
04/10/06      $    12,500            --            --            --       714,286   $    0.0175
08/08/06               --            --        10,887(D)        773            --            --
08/08/06      $    35,000            --            --            --     1,000,000   $    0.0350
10/06/06      $    50,000            --            --            --     1,639,344   $    0.0305
12/20/06      $    18,113            --            --            --     1,341,703   $    0.0135
              -----------   -----------   -----------   -----------   -----------
Total         $   139,113   $        --   $    10,887   $       773     5,135,333
              ===========   ===========   ===========   ===========   ===========

                                       10

<PAGE>


The following principal amounts were converted of the Cornell Capital debenture
dated March 8, 2005 in the original principal amount of $50,000:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
12/20/06      $    11,887   $        --   $        --   $        --       880,519   $    0.0135
02/14/07(E)   $    25,000            --            --            --     2,000,000   $    0.0125
02/26/07(E)   $     6,500            --            --            --       391,566   $    0.0166
5/24/07       $     6,613            --            --            --       104,968   $    0.0630
              -----------   -----------   -----------   -----------   -----------
              $    50,000   $        --   $        --   $        --     3,377,053
              ===========   ===========   ===========   ===========   ===========

The following principal amount was converted of the Cornell Capital debenture
dated March 8, 2005 in the original principal amount of $62,500:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
05/24/07      $    62,500   $        --   $        --   $        --       992,063   $    0.0630
              -----------   -----------   -----------   -----------   -----------
              $    62,500   $        --   $        --   $        --       992,063
              ===========   ===========   ===========   ===========   ===========

The following principal amount was converted of the Cornell Capital debenture
dated March 8, 2005 in the original principal amount of $62,500:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
05/24/07      $    17,137   $        --   $        --   $        --       272,016   $    0.0630
              -----------   -----------   -----------   -----------   -----------
              $    17,137   $        --   $        --   $        --       272,016
              ===========   ===========   ===========   ===========   ===========
</TABLE>

         (A)      Redemption amount equal to 150% of amount redeemed plus
                  accrued interest.
         (B)      These shares have a restriction date of May 21, 2004 and those
                  issued after February, 2006 were not registered with the
                  Securities and Exchange Commission.
         (C)      Based on 50% of the lowest closing bid price of our common
                  stock for the five trading days immediately preceding the
                  conversion date.
         (D)      Total cost of redemption is $17,103 representing 150% of
                  principal redeemed plus 5% interest from date of debenture.
                  Cornell is to receive a warrant to purchase 5444 shares of the
                  Company's common stock at an exercise price of $3.75 per
                  share. As of the date of this filing, the warrant has not been
                  issued.
         (E)      The Notice of Conversion was received on the date indicated.
                  The shares were not issued until April 18, 2007.

The following principal amounts were converted of the Trey Resources' debenture
dated March 8, 2005 in the original principal amount of $150,000:

<TABLE>
<S>            <C>
               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
02/08/06      $     5,500   $        --   $        --   $        --       440,000   $    0.0125
04/10/06      $    12,500            --            --            --       714,286   $    0.0175
08/08/06               --            --        10,695(D)        759            --            --
08/08/06      $    35,000            --            --            --     1,000,000   $    0.0350
10/06/06      $    50,000            --            --            --     1,639,344   $    0.0305
12/20/06(E)   $    30,000            --            --            --     2,222,222   $    0.0135
02/14/07(F)   $     6,305            --            --            --       504,400   $    0.0125
              -----------   -----------   -----------   -----------   -----------
Total         $   139,305   $        --   $    10,695   $       759     6,520,252
              ===========   ===========   ===========   ===========   ===========


                                       11

<PAGE>


The following principal amounts were converted of the Trey Resources' debenture
dated March 8, 2005 in the original principal amount of $50,000:

               Principal     Interest      Principal     Interest       Number     Conversion
                Amount        Amount        Amount        Amount          of          Price
 Date          Converted     Converted    Redeemed(A)    Redeemed      Shares(B)    Per Share(C)
-----------   -----------   -----------   -----------   -----------   -----------   -----------
02/14/07(F)   $    18,695   $        --   $        --   $        --     1,495,600   $    0.0125
02/26/07(F)   $     6,500            --            --            --       391,566   $    0.0166
05/24/07      $    23,750            --            --            --       376,984   $    0.0630
              -----------   -----------   -----------   -----------   -----------
Total         $    48,945   $        --   $        --   $        --     2,264,150
              ===========   ===========   ===========   ===========   ===========
</TABLE>

         (A)      Redemption amount equal to 150% of amount redeemed plus
                  accrued interest.
         (B)      These shares have a restriction date of May 21, 2004 and those
                  issued after February, 2006 were not registered with the
                  Securities and Exchange Commission.
         (C)      Based on 50% of the lowest closing bid price of our common
                  stock for the five trading days immediately preceding the
                  conversion date.
         (D)      Total cost of redemption is $16,802 representing 150% of
                  principal redeemed plus 5% interest from date of debenture.
                  Cornell is to receive a warrant to purchase 5348 shares of the
                  Company's common stock at an exercise price of $3.75 per
                  share. As of the date of this filing, the warrant has not been
                  issued.
         (E)      The Notice of Conversion was dated December 20, 2006. The
                  shares were not issued until January 2, 2007.
         (F)      The Notice of Conversion was received on the date indicated.
                  The shares were not issued until April 18, 2007.

NOTE 8. NOTES PAYABLE
<TABLE>
<S>                                                                   <C>
Notes payable consists of the following:

                                                                        June 30, 2007      December 31, 2006
                                                                      -----------------    -----------------
18%       note payable to BLN Capital Funding, LLC,
          principal and interest due on demand but no
          later than August 30, 2007. 150,000 shares of
          the Company's restricted common stock were
          issued as a commitment fee valued at $7,500
          based on the closing bid price of $0.05 on the
          date of note and an additional 10,000
          restricted shares were issued as consideration
          for second extension valued at $1700.                       $          35,000    $              --

12%       note payable to P. Byrne, principal and
          interest due October 15, 2007. A commitment
          fee of $2,250 was payable upon execution.
          Result of a renegotiated note dated August 15,
          2006 in the original principal amount of
          $35,000.                                                               23,647               22,500

24%       note payable to Coan, principal and interest
          due December 31, 2005. Coan was repaid $15,000
          of the original principal balance of $50,000
          in 2004. Interest of $6,608 and $8,521 was
          paid in 2004 and 2006, respectively. Principal
          of $35,000 and accrued interest of $9,423.10
          was converted on January 19, 2007 into
          1,110,578 restricted shares of common stock
          pursuant to a Conversion Agreement.                                        --               35,000

5%        debentures payable to Cornell Capital,
          principal and interest due March 8, 2008
          convertible into shares of common stock at
          price equal to lesser of (i) 150% of the
          initial bid price 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
          for the 5 trading days immediately preceding
          the conversion date. Reclassified from
          long-term to short-term debt.                                         412,750                   --

                                       12

<PAGE>


12%       note payable to Hackett, principal and
          interest due October 31, 2006. Principal of
          $6,800 and interest of $469.48 was paid on
          March 30, 2007.                                                            --                6,800

6%        note payable to Hackett, principal and
          interest due March 14, 2007. 100,000 shares of
          the Company's common stock were issued as a
          commitment fee of $11,000 based on the closing
          bid price of $0.11 on the note date of
          September 14, 2006 which was amortized over
          the term of the note. Principal of $50,000 and
          accrued interest of $1,898 were paid in cash
          and shares; $4,933 was converted on May 29,
          2007 into 41,245 restricted shares of common
          stock pursuant to a Conversion Agreement.                                  --               50,000

6%        note payable to Haggerty, principal and
          interest due February 26, 2007. 90,000 shares
          of the Company's common stock were issued as a
          commitment fee valued at $9,000 based on the
          closing bid price of $0.09 on the trading date
          prior to the note date of August 26, 2006
          which was amortized over the term of the
          note. Principal and interest of $50,921 was
          converted on January 3, 2007 into 1,273,014
          restricted shares of common stock pursuant to
          a Conversion Agreement.                                                    --               50,000

5%        note payable to Haggerty, principal and
          interest due September 22, 2007. Commitment
          fee of $2,459 and interest of $41.10 was
          payable as 100,000 shares of common stock
          based on the closing bid price of $0.025 on
          the trading date prior to the note date of
          February 3, 2007. Renegotiated note dated
          January 19, 2007 in the original principal
          amount of $20,000. (Commitment fee of $5,659
          and interest of $41.10 was payable as 100,000
          shares of common stock based on the closing
          bid price of $0.057 on January 18, 2007).
          Principal of $5,000 was converted on June 7,
          2007 into 41,667 shares of common stock
          pursuant to a Conversion Agreement. Warrants
          to purchase 41,667 shares of restricted
          common stock at an exercise price of $0.20 for
          three years were granted upon third extension
          and 9,000 shares of restricted common stock
          were issued upon granting a fourth extension.                          15,000                   --

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. Hemmel was
          repaid interest of $5,784 in 2005 and
          principal of $100 and interest of $4,505 in
          2006.  Principal of $49,900 and interest of
          $3,051 was converted into 1,121,649 shares of
          common stock on April 4, 2007 pursuant to an
          Election of Conversion Right.                                              --               49,900

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. Nolan was
          repaid $10,978 principal of the original
          principal balance of $50,000 and $5,522
          interest in 2006. Principal of $33,542 and
          interest of $727.82 were converted into
          1,038,489 shares of common stock on January
          17, 2007.                                                                  --               33,542

                                       13

<PAGE>


5%        debentures payable to Trey Resources, Inc.,
          principal and interest due March 8, 2008
          convertible into shares of common stock at
          price equal to lesser of (i) 150% of the
          initial bid price as submitted by a market
          maker and approved by the National Association
          of Securities Dealers or (ii) 50% of the
          lowest closing bid price for the 5 trading
          days immediately preceding the conversion
          date. Reclassified from long-term to
          short-term debt.                                                      130,741                   --

12%       note payable to Levenfeld Pearlstein LLC.
          Principal and interest due July 15, 2007.                              15,015                   --
                                                                      -----------------    -----------------

          Current portion of Notes Payable                            $         632,153    $         247,742
                                                                      =================    =================
</TABLE>

Our long term debt consists of one debenture due in October, 2008 for $100,000.
At December 31, 2006, our long term debt was $855,183, of which $405,183 was
reclassified to current in the first quarter of 2007, and $350,000 reclassified
to current in the second quarter of 2007.

NOTE 9. OPTIONS AND WARRANTS

The authorized capital stock of the Company consists of 200,000,000 shares of
Common Stock at a par value of $0.001 and 5,000,000 shares of Series A Preferred
Stock at a par value of $0.001.

As of June 30, 2007 we have issued options and warrants in 2007 as follow:

o        4,000,000 options granted May 15, 2007 with a term of 3 years, an
         exercise price of $0.15; granted for consulting services
o        2,300,000 options granted June 29. 2007 with a term of 1 year, an
         exercise price of $0.15; granted for consulting services
o        1,402,750 warrants granted February 22, 2007 with a term of 5 years, an
         exercise price of $0.18; granted in connection with the purchase of
         common stock
o        41,667 warrants granted June 7, 2007 with a term of 3 year, an exercise
         price of $0.20; granted in connection with conversion of debt valued at
         $5,000.
o        204,000 warrants granted June 14, 2007 with a term of 18 months, an
         exercise price of $0.12; granted in connection with the purchase of
         common stock
o        600,000 warrants granted June 15, 2007 with a term of 18 months, an
         exercise price of $0.12; granted in connection with the purchase of
         common stock
o        200,000 warrants granted June 21, 2007 with a term of 18 months, an
         exercise price of $0.12; granted in connection with the purchase of
         common stock
o        1,100,000 warrants granted June 22, 2007 with a term of 18 months, an
         exercise price of $0.12; granted in connection with the purchase of
         common stock
o        250,000 warrants granted June 22, 2007 with a term of 18 months, an
         exercise price of $0.12; granted in connection with the purchase of
         common stock

Options are non-qualified stock options. The fair value of each option or
warrant is estimated on the date of grant using the Black-Scholes option
valuation model that uses the assumptions noted in the following table. Expected
volatilities are based on volatilities from the Company's traded common stock
since the Company changed it primarily business focus in mid 2006. The expected
term of options granted is estimated at half of the contractual term as noted in
the individual option agreements and represents the period of time that options
granted are expected to be outstanding. The risk-free rate for the periods
within the contractual life of the option is based on the U.S. Treasury bond
rate in effect at the time of grant for bonds with maturity dates at the
estimated term of the options.

                                          2007
                                    -----------------
Expected volatility                 214.84% - 224.18%
Expected dividends                  $             --
Expected term (in years)                    .5 - 1.5
Risk-free rate                            4.89%-4.91%

The fair value of options and warrants as of June 30, 2007 was $693,772. No
options or warrants have been exercised as of June 30, 2007.

                                       14


<PAGE>


NOTE 10. SUBSEQUENT EVENTS

On July 2, 2007, the Company issued 100,000 shares of unrestricted common stock
to a current employee pursuant to its 2006 Amended and Restated Non-Employee
Compensation Plan which were registered on Form S-8 for consulting services
rendered prior to employment.

On July 5, 2007, the Company issued 1,550,000 shares of restricted common stock
to unaffiliated third parties which were previously sold for a total purchase
price of $155,000 pursuant to securities purchase agreements and accounted for
in the second quarter of 2007 as subscribed stock.

On July 5, 2007, the Company issued 240,000 shares of restricted common stock to
an unaffiliated third party pursuant to a securities purchase agreement by
inadvertent error. These shares were previously issued and are to be cancelled.

On July 6, 2007, the Company entered into a securities purchase agreement with
an unaffiliated third party to purchase 1,050,000 shares of restricted common
stock at $0.10 per share for a total purchase price of $105,000. On July 25,
2007, the Company received $99,985 toward the purchase price. No shares have
been issued as of the date of this filing.

On July 12, 2007, the Company issued 4,294,737 shares of restricted common stock
to the purchaser of the Cornell Capital/Trey Resource debentures pursuant to a
notice of conversion of July 9, 2007 to convert outstanding principal of
$204,000 at $0.0475 per share based on 50% of the lowest closing bid price of
the Company's common stock for the five trading days immediately preceding the
conversion date.

On July 17, 2007, the Company awarded Cathy A, Persin, its Chief Financial
Officer and Corporate Secretary, 2,500,000 shares of our restricted common stock
pursuant to the Company's 2007 Amended and Restated Employee Compensation Plan.
Ms. Persin also received 5,000,000 options to purchase common stock at a strike
price of $0.124. All 5,000,000 options vested on the date of issuance. The
options will expire on July 17, 2012.

On July 18, 2007, the Company entered into a Fourth Amendment to the Purchase
and Sale Agreement with Deacon for the purchase of a processing facility located
in Detroit, Michigan. Pursuant to the terms of the Fourth Amendment, the
Company's right to inspect and evaluate the property was extended from July 18,
2007 until August 17, 2007 at 5:00 EST without any additional cost to the
Company. On August 17, 2007, the Company verbally agreed with Deacon to enter
into a Fifth Amendment to further extend its right to inspect and evaluate the
property until August 23, 2007 at 5:00 p.m. without additional cost to the
Company. The sublease for the facility expired on August 1, 2007, however, under
the terms of the sublease agreement, an extension of up to three months may be
agreed upon provided the Company is diligently working toward the purchase of
the facility and if the sales agreement is still in effect. As of the date of
this filing, the Company has not obtained a written extension of the sublease
but is continuing to pay rent. The rent payment for the month of August has been
accepted by the subleasor.

On July 17, 2007, the Company sold 400,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$40,000 pursuant to a securities purchase agreement. Under the terms of the
agreement, the Company granted 400,000 warrants with a term of one year and an
exercise price of $0.12.

On July 19, 2007, the Company entered into an Asset Purchase Agreement with an
unaffiliated third party to purchase filling machinery and any and all rights to
various unregistered marks and one Illinois registered mark for a total purchase
price of $100,000 to be paid as follows: $10,000 on July 19, 2007, $15,000 by
July 31, 2007, $25,000 by August 31, 2007, $25,000 by September 30, 2007 and
$25,000 by October 31, 2007.

On July 19, 2007, the Company sold 1,500,000 shares of restricted common stock
at $0.10 per share to an unaffiliated third party for a total purchase price of
$150,000 pursuant to a securities purchase agreement. Under the terms of the
agreement, the Company granted 1,500,000 warrants with a term of one year and an
exercise price of $0.12.

On July 24, 2007, the Company sold 250,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$25,000 pursuant to a securities purchase agreement. Under the terms of the
agreement, the Company granted 250,000 warrants with a term of one year and an
exercise price of $0.12.

On July 25, 2007, the Company sold 665,494 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$66,549 pursuant to a securities purchase agreement. Under the terms of the
agreement, the Company granted 665,494 warrants with a term of one year and an
exercise price of $0.12.

On August 15, 2007, the Company issued an unsecured 8% note payable in the
original principal amount of $20,000 to an unaffiliated third party payable
anytime on demand but no later than October 15, 2007.

                                       15


<PAGE>


On August 16, 2007, the Company sold 1,000,000 shares of restricted common stock
at $0.10 per share to an unaffiliated third party for a total purchase price of
$100,000 pursuant to a securities purchase agreement. Under the terms of the
agreement, the Company granted 1,000,000 warrants with a term of one year and an
exercise price of $0.12.

On August 16, 2007, the Company issued 57,621 shares of unrestricted common
stock to an unaffiliated third party pursuant to its 2006 Amended and Restated
Non-Employee Compensation Plan which were registered on Form S-8 for legal
services valued at $4,667 at a 10% discount of the closing bid price of $0.09
for the trading day preceding the date of issuance.

On August 16, 2007, the Company issued 37,334 shares of unrestricted common
stock to an unaffiliated third party pursuant to its 2006 Amended and Restated
Non-Employee Compensation Plan which were registered on Form S-8 for legal
services valued at $3,360 based on the closing bid price of $0.09 for the
trading day preceding the date of issuance.

On August 16, 2007, the Company issued a total of 2,000 shares of restricted
common stock to unaffiliated third parties for consulting services valued at
$180 based on the closing bid price of $0.09 for the trading day preceding the
date of issuance.

On August 18, 2007, the Company's Board of Directors agreed to pay Cathy A.
Persin, its Chief Financial Officer, $690 a month as compensation for use of her
vehicle retroactive as of August 1, 2007.

On August 18, 2007, the Company extended the maturity date of the Haggerty note
from June 22, 2007 to September 22, 2007. Under the terms of the extension,
which is effective June 22, 2007, the Company agreed to issue 9,000 shares of
restricted common stock.

                                       16


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the consolidated financial
statements of Voyager Petroleum, Inc. and related notes included elsewhere in
this filing as well as the 10-KSB filed with the Securities and Exchange
Commission on April 13, 2007. References in this section to "Voyager Petroleum,
Inc.," the "Company," "we," "us," and "our" refer to Voyager Petroleum, Inc. and
our direct and indirect subsidiaries on a consolidated basis unless the context
indicates otherwise.

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.

OVERVIEW

Voyager Petroleum, Inc. intends to acquire reputable middle-market
petroleum-based lubricant companies that compound, blend and package private
label motor oil and related products as well as acquire facilities to conduct
like operations. Acquisition candidates also include suppliers and distributors
of these products.

The Company's strategy is to target companies with established wholesale and
third-party labeled products, regional distribution channels and seasoned
management that would recognize increased revenue and/or significant cost
savings from an injection of working capital, wider distribution channels and
vertical integration of supply, processing, packaging and distribution.

RECENT DEVELOPMENTS

On March 23, 2007, the Company formed a wholly-owned subsidiary, Sovereign Oil,
Inc., a Nevada corporation, to run its Illinois operations. Our President,
Sebastien C. DuFort will also serve as the President of Sovereign Oil as well.
To assist Mr. DuFort, Sovereign Oil recently hired Richard Stiefel, who has over
fifty years experience in the petroleum industry to serve as Vice President. Mr.
Stiefel was a founder of and built one of the largest independent oil companies
in its time. Prior to coming to Voyager, Mr. Stiefel blended and packaged in
excess of 400,000,000 quarts of oil annually, this included blending, packaging,
and distribution for three major brands as well as marketing private label oil.
Mr. Stiefel signed a standard employment agreement with the company for an
unspecified term. In June, 2007, Sovereign Oil hired Mazen Khatib as its Vice
President of Distribution. Mr. Khatib has over 20 years experience in the
marketing and distribution of petroleum products which include various grades of
oil and anti-freeze.

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

                                       17


<PAGE>


On April 30, 2007, Cathy A. Persin was appointed the Company's Chief Financial
Officer to fill the vacancy created upon Jefferson's Stanley's resignation on
April 24, 2007. Ms. Persin has served as the Company's Vice President and
Corporate Secretary since March, 2004.

On May 4, 2007, the Company formed two additional wholly-owned subsidiaries. The
Company anticipates that 600 S. Deacon LLC and Monarch Petroleum, Inc., will
respectively own and operate the Detroit blending facility provided due
diligence is satisfactorily completed. In November, 2006, Voyager hired a Vice
President of supply operations with twenty-four years of experience sourcing and
processing used oil who will oversee the Detroit facility once it is
operational. As of the date of this filing, these corporations are inactive.

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

On May 15, 2007, the Company entered into an investor relations service
agreement for a term of one year with Prominence Media Corporation to design and
execute a fully integrated investor relations and media communications program
to increase flow of information to the Company's shareholders, business
publications, investor media, broker-dealers, fund managers, institutional
investors, market makers, analysts, investment advisors, and other members of
the financial community as well as the general public. All expenses, including
out of pocket expenses, incurred by Prominence will be its responsibility. The
agreement contains a confidentiality provision and reciprocating indemnification
clauses. Prominence is to receive 4,000,000 restricted shares of the Company's
common stock and warrants to purchase an additional four million shares of the
Company's common stock at $0.15 per share which are exercisable for three years
from the date of grant.

On May 24, 2007, the Company was listed on the Frankfurt Stock Exchange in
Germany under the trading symbol Dxd.f.

On June 18, 2007, Voyager Petroleum, Inc. entered into a Third Amendment to the
Purchase and Sale Agreement with Deacon Enterprises, Inc., a Michigan
corporation, for the purchase of a processing facility located in Detroit,
Michigan. Pursuant to the terms of the Third Amendment, the Company's right to
inspect and evaluate the property was extended from June 18, 2007 until July 18,
2007. On July 18, 2007, the Company entered into a Fourth Amendment extending
these rights to August 17, 2007 at which time, the Company verbally agreed with
Deacon to enter into a Fifth Amendment to further extend these rights to August
23, 2007. The Company did not incur any additional cost for any extensions. The
sublease for the facility expired on August 1, 2007, however, under the terms of
the sublease agreement, an extension of up to three months may be agreed upon
provided we are diligently working toward the purchase of the facility and if
the sales agreement is still in effect. As of the date of this filing, we have
not obtained a written extension of the sublease but are continuing to pay rent.
The rent payment for the month of August has been accepted by the subleasor.

Analysis of Business

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

CRITICAL ACCOUNTING POLICIES

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

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

                                       18


<PAGE>


INTANGIBLE ASSETS

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

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

Management periodically reviews the carrying value of acquired intangible assets
that are being amortized to determine whether impairment may exist. The Company
considers relevant cash flow and profitability information, including estimated
future operating results, trends and other available information, in assessing
whether the carrying value of intangible assets being amortized can be
recovered. If the Company determines that the carrying value of intangible
assets will not be recovered from the undiscounted future cash flows of the
acquired business, the Company considers the carrying value of such intangible
assts as impaired and reduces them by a charge to operations in the amount of
the impairment. An impairment charge is measured as any deficiency in the amount
of estimated undiscounted future cash flows of the acquired business available
to recover the carrying value related to the intangible assets that are being
amortized. No impairment losses were recorded in the second quarter of 2007. An
impairment loss of $135,275 was recorded for the loss of one patent on March 31,
2006.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2006

Results of operations consist of the following:


                            JUNE 30,       JUNE 30,
                              2007           2006        $ CHANGE      % CHANGE
                           (Restated)
                            ---------     ---------     ---------     ---------
Revenues                   $   48,290     $      --   $    48,290           100%
Cost of Revenues              (27,505)           --       (27,505)          100%
                            ---------     ---------     ---------
Gross Profit                   20,785            --        20,785           100%
Operating, General and
 Administrative Costs       1,583,515       123,169     1,460,346          1186%
                            ---------     ---------     ---------
Net Operating Loss        $(1,562,730)    $(123,169)  $(1,439,561)         1169%
                            =========     =========     =========

In the second quarter of 2007, we began to see increased revenues to $48,290
from the sale of anti-freeze, base oil and automatic transmission fluid as
compared with no sales for the comparable period in 2006. The costs associated
with goods sold increased by the same margin resulting in a gross profit of
$20,785.

Our operating, general and administrative costs increased by 1186% or $1,460,346
primarily due to a $13,082 increase in communications resulting from the set-up
of a computer and phone system in our corporate office, a $176,517 increase in
payroll expenses largely resulting from the hiring of new personnel and a
$35,000 bonus to Mr. Stanley, our then Chief Financial Officer, a $14,800
increase in rent resulting from a higher monthly rent expense of $1,200 at our
new executive office and a $4,000 monthly expense to lease the Detroit
processing facility, a $21,727 increase in depreciation and amortization
resulting from the depreciation of newly acquired assets and patent
amortization, and a $601,466 increase in professional fees largely resulting
from an increase of $20,140 in accounting fees, $832,748 in consulting fees,
$65,502 in legal fees, $17,062 in engineering fees, $264,367 as a result of the
amortization of prepaid business and financial consulting fees.


                                       19


<PAGE>


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2006

Results of operations consist of the following:


                            JUNE 30,       JUNE 30,
                              2007           2006     $ CHANGE       % CHANGE
                           (Restated)
                          -----------     ---------   ------------   ---------
Revenues                  $    97,250     $      --   $    97,250        100%
Cost of Revenues              (63,505)           --       (63,505)       100%
                          -----------     ---------   -----------
Gross Profit                   33,745            --        33,745        100%
Operating, General and
 Administrative Costs       2,309,547       412,209     1,897,338        460%
                          -----------     ---------   -----------
Net Operating Loss        $(2,275,802)    $(412,209)  $(1,863,593)       452%
                            =========     =========     =========


Revenues continued to increase to $97,250 for the six months ended June 30, 2007
as compared to the six months ended June 30, 2006 as we shifted our focus to
selling petroleum-based products resulting in a gross profit of $33,745.

Operating, general and administrative costs increased dramatically by $1,897,338
from $412,209 for the six months ended June 30, 2006 to $2,309,547 for the six
months ended June 30, 2007, mostly attributable to cost increases of $15,099 in
communication expense, $352,508 in payroll expense, $1,554,486 in professional
fees expense, $28,000 in rent expense and $53,539 in other expenses.

LIQUIDITY AND CAPITAL RESOURCES

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

<TABLE>
<S>            <C>
                                                  JUNE 30,       DECEMBER 31,
                                                    2007            2006            $ CHANGE     % CHANGE
                                                 -----------     -----------      -----------   -----------
Cash                                             $    33,497     $        --      $    33,497       100%
Accounts Receivable                              $    48,290     $    20,328      $    27,962       138%
Inventory                                        $   106,988     $        --      $   106,988       100%
Accounts Payable, Accrued                        $ 1,638,747     $ 1,732,924      $   (94,177)       (5%)
Expenses and Accrued Interest
Notes Payables                                   $   732,153     $ 1,102,925      $  (370,772)      (34%)
Proceeds from sale of Common Stock               $   672,508     $ 1,541,514      $  (869,006)      (56%)
</TABLE>


As of June 30, 2007, we had current assets of $925,117 and total current
liabilities of $2,270,900. As a result, we had a working capital deficit of
$1,345,783. Our working capital deficit means that we do not have sufficient
current assets to satisfy all of our current liabilities.

We had an increase in current liabilities of $290,234 as of June 30, 2007 from
December 31, 2006 primarily due to an increase of $103,496 in accrued interest
and a reclassification of convertible debentures from long-term to short-term
debt. There was, however, a reduction in Accrued Expenses of $233,221 as
management is attempting to pay down its older financial obligations.

As we began to implement our business plan through growth and increased sales,
our accounts receivable more than doubled to $48,290 at June 30, 2007 as
compared to $20,328 at December 31, 2006 and our inventory grew with the
acquisition of base oils and packaging and shipping materials from $0 at
December 31, 2006 to $106,988 as of June 30, 2007. We anticipate a steady
increase in sales based on management's determination to apply available cash to
the purchase of inventory to enable the Company to meet the demand for its
products.

Notes payable decreased by 34% from $1,102,925 at December 31, 2006 to $732,153
at June 30, 2007 as a result of both conversions by note holders of outstanding
principal as well as our ongoing effort to pay off old debt.

As of June 30, 2007, 500,000 shares of Series A preferred stock were converted
into 500,000 shares of common stock at par value.

                                       20


<PAGE>


We had $33,497 cash on hand as of June 30, 2007 compared to $0 as of December
31, 2006. In the six months ended June 30, 2007, we financed our operations
primarily through the sales of securities of $672,508, sales of securities not
yet issued of $155,000, loans by an officer of $23,000, loans by unaffiliated
third parties of $55,000, receipt of payments on accounts receivable of $47,288
from the sales of motor oil, anti-freeze, automatic transmission fluid and
lubricant-based air freshener, and receipt of payments on other receivables of
$50,000. The proceeds were used for general corporate obligations, the payment
of promissory notes, the purchase of a 1999 truck capable of transporting both
liquid and packaged goods and the purchase of raw materials and packaging and
shipping materials. We will continue to need additional cash during the
following twelve months to satisfy current liabilities of $2,270,900,
specifically, the payment of notes payable which will mature and some past due
accounts. These needs will coincide with the cash demands resulting from our
general operations and planned expansion. Management believes that the demand
for its products is strong. We are and intend to continue selling motor oil,
automatic transmission fluid, anti-freeze and petroleum-based air freshener.
While we are seeking additional factory capacity to meet this demand, we need
the ability to purchase raw materials, primarily base oil, anti-freeze and
additives as well as packaging and shipping materials. Since our entry into the
petroleum-based lubricant market is recent and we don't have an established
credit history, our ability to obtain credit and negotiate favorable terms for
the purchase of raw materials is reduced. In general, the time gap between the
Company's investments in materials and payment for the finished product is
several months. Without cash resources and storage capacity, the Company can
only maintain a limited level of inventory and service only a small portion of
potential orders for its products. By September 30, 2007, we anticipate a need
to raise $500,000 to satisfy our cash demands. In addition, we will need to seek
financing in the amount of $1.5 million from outside sources to fund the
purchase of processing equipment at about $500,000 for and the ultimate purchase
of the Detroit processing facility at $750,000, assuming due diligence is
satisfactory.

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

ITEM 3. CONTROLS AND PROCEDURES.


We carried out an evaluation, under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded, as of June 30, 2007, and as amended on September 10, 2008 as a result
of management's re-evaluation of these matters, that our disclosure controls and
procedures were not effective because there was an overstatement of warrant
expense of $166,108 due to an accounting error which was discovered in May,
2008. This overstatement was due to a misapplication of generally accepted
accounting principles (GAAP) and a misinterpretation of data related to warrants
issued in connection with the sales of common stock. No expenses should have
been recognized.

While the issuance of the warrants in question were properly accounted for in
the Company's records as associated with the sale of common stock, the data was
misinterpreted. Since these warrants were issued in connection with a cash sale
of common stock and were not compensatory in any way, the value of the warrants
should have been accounted for as part of the proceeds received from the sale of
the common stock and not as interest or compensation expense. Prior to this
error, all warrants had been issued in connection with services and therefore
compensatory in nature and were subject to valuation and expense. Since this was
the first time warrants were issued in connection with a cash stock sale,
accounting personnel mistakenly included the warrants with other compensatory
warrants (warrants issued in connection with financing or services) and
inadvertently recorded an expense in the June 30, 2007 Statement of Operations.
The substance of this transaction, however, is a cash sale of common stock where
a portion of the proceeds should have been assigned to the warrants, all of
which should have been recorded as part of an equity transaction, none of which
should have been expensed. The only accounts which should have been affected by
this transaction are common stock and additional paid-in-capital. The
accompanying financial statements for the three months ended June 30, 2007 have
been restated to reflect the corrections in accordance with SFAS No. 154,
"Accounting Change and Error Correction".

During the three months ended June 30, 2007, there were no changes to our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Rule 13(a)-15 or Rule 15(d)-15(f)that
has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting. However, during the three months
ended June 30, 2008, after the discovery of the accounting error as outlined
above, the Company has changed its internal controls to require a dialogue
between our Chief Executive Officer, our Chief Financial Officer, our external
financial reporting department, and, as soon as practical, with the Company's
external auditors in every instance in which the Company is involved in a new
type of transaction to ensure that data associated therewith is not
misinterpreted and is properly stated.

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


                                       21


<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 April 2, 2007, the Company sold 2,500,000 shares of restricted common stock
to an unaffiliated third party for a total purchase price of $100,000 pursuant
to a securities purchase agreement.

On May 1, 2007, the Company sold 2,285,715 shares of restricted common stock to
an unaffiliated third party for a total purchase price of $80,000 pursuant to a
securities purchase agreement.

On May 9, 2007, the Company sold 2,285,715 shares of restricted common stock to
an unaffiliated third party for a total purchase price of $80,000 pursuant to a
securities purchase agreement.

On May 9, 2007, the Company sold 714,286 shares of restricted common stock to an
unaffiliated third party for a total purchase price of $25,000 pursuant to a
securities purchase agreement.

On May 10, 2007, the Company sold 714,286 shares of restricted common stock to
an unaffiliated third party for a total purchase price of $25,000 pursuant to a
securities purchase agreement.

On May 14, 2007, the Company sold 714,286 shares of restricted common stock to
an unaffiliated third party for a total purchase price of $25,000 pursuant to a
securities purchase agreement.

On May 25, 2007 and May 28, 2007, respectively, the Company delivered 625,000
shares held in escrow, each, to unaffiliated third parties for a total of
$50,000 pursuant to securities purchase agreements, each dated November 16,
2006.

On May 29, 2007, a noteholder converted principal of $4,949.39 of a promissory
note into 41,245 shares of restricted common stock at $0.12 per share pursuant
to a Conversion Agreement.

On June 6, 2007, a noteholder converted principal of $5,000 of a promissory note
into 41,667 shares of restricted common stock at $0.12 per share pursuant to a
Conversion Agreement.

On June 14, 2007, the Company sold 204,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$20,400 pursuant to a securities purchase agreement.

On June 15, 2007, the Company sold 600,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$60,000 pursuant to a securities purchase agreement.

On June 18, 2007, the Company agreed to issue 5,000,000 shares of restricted
common stock to an employee of its subsidiary, Sovereign Oil, Inc. pursuant to
an Employment Agreement to be issued in the following manner: (i) 1,666,666
shares on December 31, 2007, (ii) 1,666,667 on December 31, 2008 and (iii)
1,666,667 on December 31, 2009 to be valued at the closing bid price of the
Company's common stock on the Over-The-Counter Bulletin Board on the day before
issuance.

On June 21, 2007, the Company sold 200,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$20,000 pursuant to a securities purchase agreement.

On June 22, 2007, the Company sold 250,000 shares of restricted common stock at
$0.10 per share to an unaffiliated third party for a total purchase price of
$25,000 pursuant to a securities purchase agreement.

On June 22, 2007, the Company sold 1,100,000 shares of restricted common stock
at $0.10 per share to an unaffiliated third party for a total purchase price of
$110,000 pursuant to a securities purchase agreement.

                                       22


<PAGE>


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of stockholders in the second quarter of 2007.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS.

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

31.1    Certification by Chief Executive Officer pursuant to Sarbanes Oxley
        Section 302.

31.2    Certification by Chief Financial Officer pursuant to Sarbanes Oxley
        Section 302.

32.1    Certification by Chief Executive Officer pursuant to 18 U.S. C.
        Section 1350.

32.2    Certification by Chief Financial Officer pursuant to 18 U.S. C.
        Section 1350.


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

On April 20, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Item 1.01(Entry Into a Material Agreement), Item 2.03(Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant), and 9.01(Financial Statements and Exhibits).

On May 1, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Item 1.01 (Entry Into a Material Agreement), Item 5.02
(Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers, and Item 9.01 (Financial Statements and Exhibits).

On May 15, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Item 3.02 (Unregistered Sale of Securities).

On May 24, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Item 3.02 (Unregistered Sale of Securities), Item 8.01(Entry
Into a Material Agreement) and Item 9.01(Financial Statements and Exhibits).

On June 19, 2007, the Company filed a Form 8-K with the Securities and Exchange
Commission under Item 3.02 (Unregistered Sale of Securities), Item 8.01(Entry
Into a Material Agreement) and Item 9.01(Financial Statements and Exhibits).


                                       23


<PAGE>


SIGNATURES

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

                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES


DATED:                               BY:
                                         ---------------------------------
                                         SEBASTIEN C. DUFORT, PRESIDENT
                                         (CHIEF EXECUTIVE OFFICER)



DATED:                               BY:
                                         ---------------------------------
                                         CATHY A. PERSIN
                                         CHIEF FINANCIAL OFFICER


                                       24


<PAGE>


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


                                    FORM 10-Q/A


                                   (Mark One)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008.

                                       OR

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

                  FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-32737

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

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

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

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

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

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

Large accelerated filer [_]                  Accelerated filer [_]

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

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

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


<PAGE>


                              EXPLANATORY NOTE

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

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


<PAGE>

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



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

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

Gross profit                                                  15,237           15,237

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

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

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

<PAGE>



                                TABLE OF CONTENTS


                                                                            Page
PART I - FINANCIAL INFORMATION

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

PART II - OTHER INFORMATION

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

SIGNATURES                                                                    23





<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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









<PAGE>


<TABLE>
<S>            <C>

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

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

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

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

Commitments and Contingencies                                                              --              --

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


                 See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                      2


<PAGE>



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


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


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


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


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


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

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


              See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                   3


<PAGE>


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

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

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



                 See accompanying Notes to these Condensed Consolidated Financial Statements.


                                                      4


<PAGE>


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

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

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

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

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

                   See accompanying Notes to these Condensed Consolidated Financial Statements

                                                        5
</TABLE>


<PAGE>


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


NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND ORGANIZATION

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

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

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

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

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

GOING CONCERN

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

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

                                       6


<PAGE>


NOTE 2. CORRECTION OF ERRORS

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

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

Balance Sheet as of December 31, 2007

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

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

LIABILITIES AND STOCKHOLDERS' DEFICIT

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

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

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

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

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

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

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

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

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


                                       7


<PAGE>


NOTE 3. CRITICAL ACCOUNTING POLICIES

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

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

Management periodically reviews the carrying value of acquired intangible assets
that are being amortized to determine whether impairment may exist. The Company
considers relevant cash flow and profitability information, including estimated
future operating results, trends and other available information, in assessing
whether the carrying value of intangible assets being amortized can be
recovered. If the Company determines that the carrying value of intangible
assets will not be recovered from the undiscounted future cash flows of the
acquired business, the Company considers the carrying value of such intangible
assts as impaired and reduces them by a charge to operations in the amount of
the impairment. An impairment charge is measured as any deficiency in the amount
of estimated undiscounted future cash flows of the acquired business available
to recover the carrying value related to the intangible assets that are being
amortized. No impairment losses were recorded in the year ending December 31,
2007. An impairment loss of $135,275 was recorded for the loss of one patent on
March 31, 2006.


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

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


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

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

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

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

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

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

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

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

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


                                       8


<PAGE>


NOTE 4. PROPERTY AND EQUIPMENT

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

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

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

NOTE 5. PREPAID EXPENSES

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

NOTE 6. DEFERRED FINANCING COSTS

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

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

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

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

NOTE 7. PATENT PURCHASE

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

The balance is:

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

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



                                       9

<PAGE>


NOTE 8. LEASE LIABILITY

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

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

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

NOTE 9. CONVERTIBLE DEBENTURES

In May 2004, the Company entered into a Securities Purchase Agreement which was
amended in August, 2004 pursuant to which Cornell Capital Partners agreed to
purchase $1,100,000 of 5% secured, convertible debentures. As of December 31,
2006, the Company received gross proceeds of $1,100,000. The debentures are
convertible at the holder's option any time up to maturity at a conversion price
equal to the lower of (i) 150% of the initial bid price of the common stock as
submitted by a market maker and approved by the Financial Industry Regulatory
Authority (FINRA) or (ii) 50% of the lowest closing bid price of the common
stock for the five trading days immediately preceding the conversion date.
Except upon an event of default, these debentures are not convertible if such
conversion would result in the holder beneficially owning more than 4.9% of the
Company's outstanding common stock.

At maturity, the Company has the option to either pay the holder the outstanding
principal balance and accrued interest or to convert the debentures into shares
of common stock at a conversion price equal to the lower of (i) 150% of the
initial bid price of the common stock as submitted by a market maker and
approved by the FINRA or (ii) 50% of the lowest closing bid price of the common
stock for the five trading days immediately preceding the conversion date.

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

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

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

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

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



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

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

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

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

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


                                       10


<PAGE>


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

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

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

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

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

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

NOTE 10. NOTES PAYABLE

The notes payable balance consists of the following:

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

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

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

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

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

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


                                       11

<PAGE>


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

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

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

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

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

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

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

NOTE 11. OPTIONS AND WARRANTS

The authorized capital stock of the Company consists of 200,000,000 shares of
Common Stock at a par value of $0.001 and 5,000,000 shares of Series A Preferred
Stock at a par value of $0.001.

As of March 31, 2008 we have issued warrants in 2008 as follow:

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

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

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

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

NOTE 12. COMMITMENTS

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


                                       12

<PAGE>


NOTE 13. CAPITAL STOCK

The authorized capital stock of the Company consists of 200,000,000 shares of
Common Stock at a par value of 0.001 and 5,000,000 shares of Series A Preferred
Stock at a par value of 0.001.

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

500,000 and 1,000,000 shares of Series A Preferred Stock were outstanding at
March 31, 2008 and March 31, 2007, respectively. Holders of Series A Preferred
Stock are entitled to 100 votes. Each share of Series A Preferred Stock is
convertible into one share of Common Stock at the discretion of the stockholder.
500,000 shares of Series A Preferred Stock were converted into 500,000 shares of
common stock in May, 2007. The Common Stock and Series A Preferred Stock have
equal liquidation and dividend rights.

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

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

CANCELLATION OF SHARES

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

NOTE 14. COST OF GOODS SOLD

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


                                       13


<PAGE>


NOTE 15.  SEGMENT INFORMATION

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

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

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

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

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


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

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


<PAGE>


NOTE 16.  SUBSEQUENT EVENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       15

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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

OVERVIEW

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

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

RECENT DEVELOPMENTS

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

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

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

CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

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

                                       16


<PAGE>


Management periodically reviews the carrying value of acquired intangible assets
that are being amortized to determine whether impairment may exist. The Company
considers relevant cash flow and profitability information, including estimated
future operating results, trends and other available information, in assessing
whether the carrying value of intangible assets being amortized can be
recovered. If the Company determines that the carrying value of intangible
assets will not be recovered from the undiscounted future cash flows of the
acquired business, the Company considers the carrying value of such intangible
assts as impaired and reduces them by a charge to operations in the amount of
the impairment. An impairment charge is measured as any deficiency in the amount
of estimated undiscounted future cash flows of the acquired business available
to recover the carrying value related to the intangible assets that are being
amortized. No impairment losses were recorded in the three months ending March
31, 2008. An impairment loss of $135,275 was recorded for the loss of one patent
on March 31, 2006.

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

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

RESULTS OF OPERATIONS

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

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

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

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

Manufacturing

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

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

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

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

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


                                       17

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

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

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

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


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

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

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

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

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

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

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

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

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


                                       18


<PAGE>


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES


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

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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


                                       19


<PAGE>


PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable.

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

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

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

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

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

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

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

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

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

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


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



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

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

None.

ITEM 5. - OTHER INFORMATION

None.

ITEM 6. - EXHIBITS.

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

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

                                       21


<PAGE>


                                   SIGNATURES

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

                                        VOYAGER PETROLEUM, INC.



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



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





                                       22