<PAGE>

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

                                  FORM 10-QSB

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

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

                         COMMISSION FILE NUMBER 0-32737

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

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

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

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

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

The number of shares of the registrant's common stock as of June 30, 2006:
40,559,555 shares.

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




<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements                                               F-2

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations                    23

Item 3.  Controls and Procedures                                             28

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   28

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         28

Item 3.  Defaults Upon Senior Securities                                     30

Item 4.  Submission of Matters to a Vote of Security Holders.                30

Item 5.  Other Information                                                   30

Item 6.
     (a) Exhibits                                                            30
     (b) Reports on 8-K During the Quarter                                   30

SIGNATURES AND CERTIFICATES                                                  31








<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

                                                                           PAGE

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

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

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

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

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


                                      F-1






<PAGE>

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


                                                                    June 30, 2006      December 31,
                                                                    (CONSOLIDATED)         2005
                                                                     ------------      ------------

                             ASSETS
Current assets:
    Cash                                                             $     8,249       $     6,195
    Accounts Receivable                                                       --                --
                                                                     ------------      ------------

    Total current assets                                                   8,249             6,195
                                                                     ------------      ------------

Property, equipment and software, net                                         --            22,441
                                                                     ------------      ------------
Other assets:
    Deposits                                                               7,197             7,197
    Domain name                                                           10,000            10,000
    Deferred financing costs and imputed interest, net                    35,485            62,986
    Patents, net                                                         676,379           845,011
                                                                     ------------      ------------

     Total other assets                                                  729,061           925,194
                                                                     ------------      ------------
     Total assets                                                    $   737,310       $   953,830
                                                                     ============      ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                                 $   361,913       $   357,927
    Accrued expenses                                                   1,206,603         1,135,992
    Accrued interest                                                      87,723            75,423
    Notes payable - employee                                                  --           100,000
    Notes payable                                                        126,148           326,288
                                                                     ------------      ------------
     Total current liabilities                                         1,782,387         1,995,630
                                                                     ------------      ------------

Long term note payable - related party                                        --           889,460
Long term note payable                                                 1,092,082         1,126,082
                                                                     ------------      ------------

     Total long term liabilities                                       1,092,082         2,015,542

Commitments                                                                   --                --

Stockholders' equity (deficit):
    Preferred Stock, par value $.001, 5,000,000
      shares authorized, 1,000,000 shares
      issued and outstanding at June 30, 2006
      and December 31, 2005, respectively                                  1,000             1,000
    Common Stock, par value $0.001, 200,000,000
      shares authorized, 40,559,555 and 15,170,544
      shares issued and outstanding at June 30, 2006
      and December 31, 2005,respectively                                  40,560            15,171
    Additional paid in capital                                         4,974,560         3,590,910
    Deficit accumulated during development stage                      (7,153,279)       (6,664,423)
                                                                     ------------      ------------
     Total stockholders' deficit                                      (2,137,159)       (3,057,342)
                                                                     ------------      ------------
     Total liabilities and stockholders'
      equity (deficit)                                               $   737,310       $   953,830
                                                                     ============      ============

                            See accompanying notes to financial statements

                                                F-2



<PAGE>

                                          VOYAGER ONE, INC. AND SUBSIDIARY
                                            (A DEVELOPMENT STAGE COMPANY)
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005 AND
                          CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                                     (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------------
                                                                                                             Cumulative
                                                                                                             amount from
                                            For the three months ended      For the six months ended          inception
                                          ------------------------------ --------------------------------     (June 28,
                                                                                                            2002) through
                                             June 30,         June 30,        June 30,         June 30,         June 30,
                                              2006             2005            2006             2005             2006
                                          -------------    -------------   --------------  -------------  ----------------

Operating expenses
 Amortization                             $     13,750     $     44,330    $      60,857   $   127,908    $      700,650
 Automobile expense                              4,394              --             4,394            --            29,320
 Bank service charges                              762            1,420              783         2,492             7,141
 Depreciation                                       --            2,640              775         5,280            22,337
 Dues and subscriptions                             --               60               --           131               166
 Equipment rental                                   --           25,331               --        57,809           183,079
 Licenses and permits                            4,684            2,560            6,305        (1,617)           35,276
 Insurance                                      12,996           26,260           24,700        55,862           225,519
 Engineering and office supplies                 1,140            1,713            1,767         2,246           133,632
 Financing Expense                               5,000               --            5,000            --             5,000
 Postage and delivery                              507              872            1,700         1,974            16,412
 Product development                                --               --               --           109           153,969
 Consulting and accounting                      30,846           32,971           56,021        81,069           996,335
 Legal fees                                      1,395           49,477           18,765       103,030           374,087
 Payroll and payroll taxes                      32,338          209,179           99,048       471,251         1,811,568
 Reference materials                                --               --               --            --               115
 Rent                                            3,600           17,308            7,200        34,617           153,371
 Relocation expense                                 --               --               --           875            11,819
 Reimbursable expense                            3,753               --            3,753            --             3,753
 Repairs and maintenance                           523            1,236              583         2,900            12,444
 Marketing supplies                                 --              160               --           160             5,705
 Communication and internet                      3,400            6,274            5,253        12,437            68,988
 Travel and entertainment                        3,785               --            5,828         1,958            76,002
 Utilities                                         256            1,588              562         4,188            15,491
 Miscellaneous                                      40               --              204            --               313
                                          -------------    -------------    -------------  -------------    --------------
Total operating expenses and loss from
  operations                                   123,169          423,379          303,498       964,679         5,042,492
Impairment charges related to intangible
  assets                                            --               --          135,275            --           135,275
Interest expense                                28,928           47,569           76,647       116,409         2,164.590
Gain on cancellation of financing fees              --               --               --      (172,044)         (172,044)
Gain on sale of equipment                           --               --          (26,564)           --           (26,564)
Loss on abandonment of assets                       --               --               --            --             9.530
                                          -------------    -------------    -------------  -------------   --------------
Net loss before income taxes                  (152,097)        (470,948)        (488,856)     (909,044)       (7,153,279)
Provision for income taxes                          --               --               --            --                --
                                          -------------    -------------    -------------  -------------   --------------
Net loss                                  $   (152,097)    $   (470,948)    $   (488,856)     (909,044)    $  (7,153,279)
                                          =============    =============    =============  =============   ==============
Loss per share (basic and
  diluted)                                $     (0.00)            (0.03)    $      (0.02)  $     (0.06)
                                          =============    =============    =============  =============
Weighted average number of shares
  outstanding (basic and diluted)          33,952,496        14,600,000       26,069,602    14,600,000
                                          =============    =============    =============  =============


                                          See accompanying notes to financial statements

                                                                F-3



<PAGE>

                                                 VOYAGER ONE, INC. AND SUBSIDIARY
                                                  (A DEVELOPMENT STAGE COMPANY)
                               CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                               FOR THE PERIOD FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                                           (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Common stock issued for cash            --           --   19,306,465        19,307     1,069,736            --     1,089,043

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

Conversion of notes payable
 and debentures into stock              --           --    5,097,411         5,097       188,532            --       193,629

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

Common stock issued for
 services                               --           --      333,334           333         9,667            --        10,000

Net loss                                --           --           --            --            --      (488,856)     (488,856)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at June 30, 2006
      (Unaudited)                1,000,000  $     1,000   40,559,555   $    40,560    $ 4,974,560  $(7,153,279)  $(2,137,159)
                               ============ ============ ============  ============  ============  ============  ============

                                          See accompanying notes to financial statements

                                                               F-4



<PAGE>
                                        VOYAGER ONE, INC. AND SUBSIDIARY
                                          (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                                   (UNAUDITED)
----------------------------------------------------------------------------------------------------------------
                                                                                                   Cumulative
                                                                                                  amount from
                                                                                                   inception
                                                                For the six       For the six       (June 28,
                                                                months ended      months ended    2002) through
                                                                   June 30,         June 30,         June 30,
                                                                    2006             2005             2006
                                                               -------------     -------------    -------------

Cash flows from operating activities:
Net loss                                                       $   (488,856)     $  (909,044)     $(7,153,279)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Depreciation and amortization                                        59,534          133,188          720,890
Impairment charges related to intangible assets                     135,275               --          135,275
Loss on asset abandonement                                               --               --            9,530
Imputed interest                                                         --            6,408           23,428
Issuance of common stock for services                                    --               --           10,075
Issuance of common stock for financing                                   --               --           38,208
Intrinsic value of beneficial conversion feature                         --               --        1,580,445
Conversion of notes payable and debentures into stock                    --               --          120,003
Issuance of common stock for accrued interest                        13,601               --           13,601
Issuance of notes as payment accrued interest                            --           82,264           99,205
Gain on sale of assets                                                7,046               --            7,046
Changes in operating assets and liabilities:
 Deposits                                                                --           (7,197)         (15,598)
 Bank draft                                                              --             8828            8,828
 Accounts payable                                                     3,236           78,968          349,364
 Accrued liabilities                                                 70,611          378,219          491,700
 Accrued interest                                                   (24,838)          25,898          761,380
                                                                ------------     ------------     -------------
Net cash provided by (used in) operating activities                (224,391)     $  (202,468)     $(2,799,899)
                                                                ------------     ------------     -------------

Cash flows from investing activities:
 Acquisition of property and equipment                                   --               --          (53,533)
 Acquisition of patents                                                  --               --         (465,922)
 Sale of fixed assets                                                16,718               --           16,718
 Acquisition of domain name                                              --               --          (10,000)
                                                                ------------     ------------     ------------
Net cash provided by (used in) investing activities                  16,718               --         (512,737)
                                                                ------------     ------------     ------------

Cash flows from financing activities:

 Cancellation of financing fees                                          --         (172,044)        (172,044)
 Recapitalization                                                        --               --          (33,804)
 Issuance of common stock for cash                                  170,099               --          560,099
 Issuance of notes payable                                           43,000          441,500        3,275,985
 Payments on notes payable                                           (3,372)         (67,000)        (309,351)
                                                                ------------     ------------     ------------
Net cash provided by (used in) financing activities                 209,727          202,456        3,320,885
                                                                ------------     ------------     ------------

Net increase (decrease) in cash                                       2,054              (12)           8,249

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

Cash, end of period                                              $    8,249     $      1,000      $     8,249
                                                                 ============    ============     =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                                                   $        --     $       868      $     9,618
                                                                 ============    ============     =============
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS:
      Issuance of Voyager One, Inc. common stock                 $        --     $        --      $   (33,804)
                                                                 ============    ============     =============
      Issuance of 3,073,000 shares of
        common stock for patents acquired                        $        --     $        --      $   768,250
                                                                 ============    ============     =============

      Cancellation of debentures issued for financing fees       $        --     $  (750,000)     $  (750,000)
                                                                 ============    ============     =============
      Issuance of convertible debentures for financing fees      $        --     $    35,000      $   870,000
                                                                 ============    ============     =============
      Issuance of common stock for financing                     $        --     $        --      $     5,625
                                                                 ============    ============     =============
      Issuance of common stock for notes and debentures          $   193,629     $        --      $ 1,080,119
                                                                 ============    ============     =============
      Issuance of common stock for services                      $    10,000     $        --      $    20,075
                                                                 ============    ============     =============

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

<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

         The Company's success will depend in part on its ability to obtain
         financing necessary to produce and sell its EFS product line. To
         reduce operating capital, the Company is also seeking potential
         partners in the development and/or licensing of the technology
         underlying the EFS. Recently, the Company has undertaken an additional
         strategic focus to seek to acquire environmentally friendly companies
         that blend, bottle, and distribute private label oils, lubricants, and
         related products for the automotive and industrial industries. The
         Company believes that the acquisition of companies in the oil and
         lubricant blending business will improve its overall financial position
         and opportunity for long term growth. The Company's intention is to
         eventually become a holding company with multiple subsidiaries.

                                           F-6




<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

         The former shareholders of Silicon Film Technologies, Inc. acquired
         control of the Company upon the closing of the share exchange
         transaction. The exchange was accounted for as a reverse acquisition.
         Accordingly, for financial statement purposes, Silicon Film
         Technologies, Inc. was considered the accounting acquirer and the
         related business combination was considered a recapitalization of
         Silicon Film Technologies, Inc. rather than an acquisition by the
         Company. The historical financial statements prior to the agreement
         will be those of Silicon Film Technologies, Inc. and the name of the
         consolidated Company going forward will be Voyager One, Inc. Management
         has undertaken an additional strategic focus for the company by
         seeking to acquire companies that blend, bottle, and distribute private
         label oils, lubricants, and related

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

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

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

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


                                      F-7



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

         Management periodically reviews the carrying value of acquired
         intangible assets that are being amortized to determine whether an
         impairment may exist. The Company considers relevant cash flow and
         profitability information, including estimated future operating
         results, trends and other available information, in assessing whether
         the carrying value of intangible assets being amortized can be
         recovered. If the Company determines that the carrying value of
         intangible assets will not be recovered from the undiscounted future
         cash flows of the acquired business, the Company considers the carrying
         value of such intangible assts as impaired and reduces them by a charge
         to operations in the amount of the impairment. An impairment charge is
         measured as any deficiency in the amount of estimated undiscounted
         future cash flows of the acquired business available to recover the
         carrying value related to the intangible assets that are being
         amortized. No impairment losses were recorded in 2005. An impairment
         loss of $135,275 was recorded for the loss of one patent for the three
         months ended March 31, 2006. During the quarter ending June 30, 2006,
         the Company decided not to invest any more resources into the
         maintenance and protection of its patents relative to its EFS
         technology and has chosen to record a $676,379 charge to expense
         reflecting a total write off of its intangible patent assets.

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

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


                                      F-8



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

             Furniture and equipment                            5 years
             Leasehold improvements                             5 years

         As of June 30, 2006, the Company has no property and equipment.
         See note 6.

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

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


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

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

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

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

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

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


                                      F-9



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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

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

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

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


                                      F-10



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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

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

                                      F-11



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------


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

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

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


                                      F-12



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

         The Company leased its facility through October 31, 2005 which required
         monthly payments of $4,200. In addition, the Company was responsible
         for all taxes and operating expenses which increased the monthly
         payments to $5,769.50. The lease expired on September 30, 2005. Total
         rent expense under this agreement was $0.00 and $34,617 for the six
         months ended June 30, 2006 and 2005, respectively.

         On November 1, 2005, the Company moved its offices to 16 East Hinsdale
         Avenue, Hinsdale, Illinois 60521 which is subject to a one year lease
         at $1,200 per month and payment of the pro rata share of gas,
         electricity and maintenance. Total rent expense under this agreement
         was $7,200 for the six months ended June 30, 2006.

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

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

         A one-year renewal license starting on March 5, 2005 for organizational
         software required payments totaling $7,470 in 2005. The balance from
         2004 of $9,425.88 was rolled over with the renewal fee requiring an
         upfront payment of $2,895.88 and the remainder of $14,000 was to be
         paid in four installments of $3,500, the last being in January, 2006.
         Total payments made in 2005 were $6,395.88. No payments were made for
         the six months ended June 30, 2006. The license was not renewed in
         2006 leaving an unpaid balance at June 30, 2006 of $10,500. This
         amount is included in accounts payable.

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


                                      F-13



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------


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

         Property and equipment consist of the following at:

                                          June 30,    December 31,
                                            2006         2005
                                        ------------  ------------
         Furniture and equipment        $        --   $    31,818
         Leasehold improvements                  --         5,500
                                        ------------  ------------
                                                           37,318
         Accumulated depreciation                --       (14,877)
                                        ------------  ------------
                                                 --   $    22,441
                                        ============  ============

         Voyager One entered into an asset purchase agreement with Quest
         Manufacturing, Inc., an entity controlled by the Company's CEO, John
         Lichter, effective October 19, 2005, for the sale of furniture and
         equipment in the amount of $48,231.38 payable in one lump sum. An
         addendum to the agreement postponed the effective date to February 7,
         2006 upon Quest's payment of $16,718.21 and provided that the remaining
         balance of $31,513.17 is due by May 31, 2006. On March 31, 2006, the
         outstanding principal of a note due Quest dated December 31, 2005 was
         offset by the balance due. The Company recorded a $26,564 gain in
         connection with this transaction.

         Depreciation expense is $775 and $5,280 for the six months ended
         June 30, 2006 and 2005, respectively.

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

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

         The Company paid $1,234,172 for these patents which are being amortized
         over their expected remaining life of 9 years. Amortization expense
         charged to operations was $60,857 and $127,908 for the six months
         ended June 30, 2006 and 2005, respectively.

         On April 9, 2006, the Company did not pay a maintenance fee by its due
         date on patent number 6,370,339 entitled "System and Method For
         Operating an Electronic Film Camera" and no longer holds any ownership
         rights in the technology underlying the patent. The Company recorded an
         impairment loss of $135,275 in the quarter ending March 31, 2006. The
         balance is:

                                                 June 30,    December 31,
                                                   2006          2005
                                              -------------  ------------
         Patents                              $  1,234,172   $ 1,234,172
         Less: accumulated amortization       $   (389,161)     (389,161)
         Less: impairment loss recorded in        (135,275)           --
               quarter ended March 31, 2006   -------------  ------------
                                              $    676,379   $   845,011
                                              =============  ============

                                      F-14



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------


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

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

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

                                                       June 30,    December 31,
                                                         2006         2005
                                                     ------------  ------------

         Deferred financing costs                    $   165,000   $   165,000
         Less: accumulated amortization of fees         (129,515)     (102,014)
                                                     ------------  ------------
         Net deferred financing costs                $    35,485   $    62,986
                                                     ============  ============


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

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

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

         The components of the deferred tax asset are as follows:

                                                       June 30,    December 31,
                                                         2006         2005
                                                    -------------  ------------
         Deferred tax assets:
             Net operating loss carry-forward       $  1,928,000     1,518,000
             Amortization                                 22,000        15,000
             Temporary timing difference                 961,000       961,000
                                                    -------------  ------------

                                                       2,911,000     2,494,000
         Less: valuation allowance                    (2,911,000)   (2,494,000)
                                                    -------------  ------------
         Net deferred tax assets                    $         --   $        --
                                                    =============  ============

         The Company had available approximately $5,183,976 and $4,717,267 in
         unused federal and state net operating loss carry-forwards at June 30,
         2006 and December 31, 2005, respectively, that may be applied against
         future taxable income. These net operating loss carry-forwards expire
         through 2025.

         SFAS No. 109 requires a valuation allowance to be recorded when it is
         more likely than not that some or all of the deferred tax assets will
         not be realized. At June 30, 2006 and December 31, 2005, valuation
         allowances for the full amount of the net deferred tax asset were
         established due to the uncertainties as to the amount of the taxable
         income that would be generated in future years.

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

                                                      June 30,     December 31,
                                                        2006           2005
                                                    -------------   ------------

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

                                      F-15



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

10.      CAPITAL STOCK
         -------------

         The authorized capital stock of the Company consists of 200,000,000
         shares of Common Stock at a par value of 0.001 and 5,000,000 shares of
         Series A Preferred Stock at a par value of 0.001. As of March 31,
         2006 and December 31, 2005, there were 22,383,515 and 15,170,144 shares
         of Common Stock outstanding, respectively and 1,000,000 and 1,000,000
         shares of Series A Preferred Stock outstanding at March 31, 2006 and
         December 31, 2005, respectively. Holders of Common Stock are entitled
         to one vote for each share held with no cumulative voting. Holders of
         Series A Preferred Stock are entitled to 100 votes. Each share of
         Series A Preferred Stock is convertible into one share of Common Stock
         at the discretion of the stockholder. The holders of Common and Series
         A Preferred Stock vote together as a single class. The Common Stock and
         Series A Preferred Stock have equal liquidation and dividend rights.

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

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

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

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

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

         On April 28, 2004, the Company's CEO cancelled 400,000 post stock split
         shares of common stock. On June 26, 2006, the Company's President and
         acting Chief Financial Officer cancelled 613,283 shares of common
         stock.


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

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

         On April 28, 2004, the Company also issued a warrant to CMI Capital,
         LLC, a financial consulting firm, for 666,666 post stock split shares
         of its common stock at $.25 per share exercisable after February 26,
         2005 with an expiration date of February 26, 2010. This warrant was
         cancelled on July 15, 2004. On the same date, Voyager One, Inc. issued
         a warrant to CMI Capital, LLC, to purchase 666,666 shares of Voyager
         One, Inc.'s common stock at $.25 per share exercisable on and after
         January 15, 2005. This warrant expires on January 15, 2010. The
         managers and principals of CMI Capital LLC, a limited liability
         corporation, are Gerry Martin and Greg Orlandella, each having an equal
         interest.
                                      F-16



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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

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


                                      F-17



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
       AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
--------------------------------------------------------------------------------

         On February 8, 2006, Voyager One issued 440,000 shares of unrestricted
         shares of common stock to Trey Resources, Inc. upon conversion of
         $5,500 of the principal balance of the debenture dated March 8, 2005 in
         the original principal amount of $150,000 at $0.0125 per share based on
         50% of the lowest closing bid price of our common stock for the five
         trading days immediately preceding the conversion date. On April 3,
         2006, an additional 714,286 shares of restricted common stock with a
         restriction date of May 21, 2004 were issued upon conversion of $12,500
         of the principal balance of the same debenture. The shares issued in
         April, 2006 were not registered with the Securities and Exchange
         Commission.
<TABLE>
<S>     <C>
12.      NOTES PAYABLE
         -------------
         The notes payable balance consists of the following:

                                                              June 30, 2006     December 31, 2005
                                                           -------------------- --------------------
           12% note payable to A. Byrne, principal
               and interest due April 30, 2006,
               convertible into common stock
               after company's listing on public
               market for 90 days at a 25% discount
               to the average closing bid price for
               30 trading days preceding the
               conversion date, $25,000 principal
               was converted into 13,334 shares of
               common stock at $1.875 per share
               (25% conversion based on price of
               $2.50 per share) on July 25, 2005.
               Remainder of principal and accrued
               interest was converted on March 3, 2006                 --               29,241

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

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

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

             12% note payable to 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                             $       41,148       $       44,521

                                                  F-18



<PAGE>

                                  VOYAGER ONE, INC. AND SUBSIDIARY
                                    (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
----------------------------------------------------------------------------------------------------

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

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

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

           24% note payable to Weidner, principal and
               interest due January 10, 2005 and
               subsequently paid in full on
               January 10, 2005                                        --                   --
                                                           -------------------- --------------------
                                                           $      126,148       $      326,288
                                                           ==================== ====================

The notes payable - employee balance consist of the following:

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

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

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

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

                                                      F-19



<PAGE>

                                 VOYAGER ONE, INC. AND SUBSIDIARY
                                   (A DEVELOPMENT STAGE COMPANY)
                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH JUNE 30, 2006
----------------------------------------------------------------------------------------------------
      The notes payable - long term related party balance consists of the following:

                                                              June 30, 2006      December 31, 2005
                                                           -------------------- --------------------
         Prime note payable to Castle Hill Advisory
               Group, an entity controlled by the
               Company's president and acting chief
               financial officer, Sebastien DuFort,
               principal due December 31, 2008,
               interest payable on last day of each
               month at prime rate as published in
               Wall Street Journal on first business
               day of each month on outstanding
               principal balance for each respective
               month until maturity. This note
               consolidates the following notes with
               principal and accrued interest as
               follows:

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

               ($406,604.10 was used to purchase
               6,255,448 shares on April 28, 2006,
               $30,000 was used to purchase 300,000
               shares on May 15, 2006 and $31,051.80
               was used to purchase 776,295 shares on
               June 1, 2006)

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

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

                 Date of               Accrued
                  Note     Principal   Interest

               02/01/03 $ 305,000.00 $45,500.00
               10/07/05 $  25,000.00 $   349.32
               11/3/05  $   9,000.00 $    84.33
               12/01/05 $  42,623.93 $   210.20
               (principal and unpaid interest were
               used to purchase shares of
               common stock on April 28, 2006 and
               for payment of monies due Company)                      --              427,768
                                                           -------------------- --------------------
                                                           $           --       $      889,460
                                                           ==================== ====================


                                             F-20















<PAGE>

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

                                                             June 30, 2006      December 31, 2005
                                                           -------------------- --------------------
            6% note payable to Oberman, principal
               and interest due April 1, 2007,
               convertible after April 1, 2006 at the
               holder's request into common stock
               of the company at a 40% discount to the
               average closing bid price for ten trading
               days preceding the conversion date          $       25,000        $      25,000

            Long term portion of convertible debentures
            See note 11.                                        1,067,082            1,101,082
                                                           --------------------  ------------------
                                                           $    1,092,082        $   1,126,082
                                                           ====================  ==================
</TABLE>

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


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

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

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


                                       F-21



<PAGE>

14.      SUBSEQUENT EVENTS
         -----------------

         On July 18, 2006, Voyager One issued, pursuant to a securities purchase
         agreement, 483,871 shares of restricted common stock to an outside
         party for a total cash purchase price of $15,000 at $0.031 per share
         based on the closing bid price of our common stock on said date.

         On August 1, 2006, Voyager One, Inc. received a Notice of Conversion
         from Cornell Capital Partners, LP for the conversion of principal of
         $10,886.98 of the $150,000 debenture dated March 8, 2006 for 1,088,698
         shares of common stock based on 50% of the lowest closing bid price of
         $0.02 for the five trading days prior to the conversion date. On August
         8, 2006, Voyager One redeemed the principal amount of $10,886.98 for a
         total payment of $17,103 which included interest of $772.53 and a 50%
         premium of the amount redeemed pursuant to the terms of the debenture.

         On August 1, 2006, Voyager One, Inc. received a Notice of Conversion
         from Trey Resources, Inc. for the conversion of principal of $10,695.21
         of the $150,000 debenture dated March 8, 2006 for 1,069,521 shares of
         common stock based on 50% of the lowest closing bid price of $0.02 for
         the five trading days prior to the conversion date. On August 8, 2006,
         Voyager One redeemed the principal amount of $10,695.21 for a total
         payment of $16,801.74 which included interest of $758.92 and a 50%
         premium of the amount redeemed pursuant to the terms of the debenture.

         On August 7, 2006, Voyager One, Inc. issued an unsecured $30,000 12%
         note payable to an outside party with principal due September 6, 2006.
         A commitment fee of $3,000 is due upon maturity in addition to
         outstanding principal and unpaid interest.

         On August 8, 2006, Voyager One, Inc. received a Notice of Conversion
         from Cornell Capital Partners, LP for the conversion of principal of
         $35,000 of the $150,000 debenture dated March 8, 2006 for 1,000,000
         shares of common stock based on 50% of the lowest closing bid price of
         $0.07 for the five trading days prior to the conversion date.

         On August 8, 2006, Voyager One, Inc. received a Notice of Conversion
         from Trey Resources, Inc. for the conversion of principal of $35,000 of
         the $150,000 debenture dated March 8, 2006 for 1,000,000 shares of
         common stock based on 50% of the lowest closing bid price of $0.07 for
         the five trading days prior to the conversion date.


                                       F-22



<PAGE>

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

GOING CONCERN

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

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

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

                                     23



<PAGE>

EXPENSES FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005

         The net loss for the three months ended June 30, 2006 was $152,097
compared to $470,948 for the three months ended June 30, 2005, a decrease of
$318,851 largely attributable to our overall strategy to reduce expenses
including our office relocation to a more cost effective space and the reduction
in employees.

         Total operating expenses and loss from operations before interest of
$28,928 for the three months ended June 30,2006 were $123,169 compared to
$423,379 for the three months ended June 30, 2005, a decrease of $300,210. The
operating expenses for the three months ended June 30, 2006 consisted primarily
of amortization of $13,750, automobile expense of $4,394, licenses and permits
of $4,684, financing expense of $5,000, insurance of $12,996, consulting and
accounting of $30,846, and payroll and payroll taxes of $32,338. The consulting
and accounting services are comprised of $20,846.25 in accounting fees and
$10,000 in business and financial consulting. Most of our expenses were due to
accounting fees in the preparation of the first quarter, 2006 financial
statements and payroll expenses.

EXPENSES FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005

         The net loss for the six months ended June 30, 2006 was $488,856
compared to $909,044 for the six months ended June 30, 2005, a decrease of
$420,188 largely attributable to our overall strategy to reduce expenses
including our office relocation to a more cost effective space and the reduction
in employees. During the quarter ending March 31, 2006, the Company did not pay
a maintenance fee on a patent and recorded an impairment loss of $135,275 for
the loss of the patent.

         Total operating expenses and loss from operations before impairment
charges related to intangible assets of $135,275, interest of $76,647, and an
offset for a gain on sale of equipment of $26,564 for the six months ended June
30, 2006 were $303,498 compared to $964,679 for the six months ended June 30,
2005, a decrease of $661,181. The operating expenses for the six months ended
June 30, 2006 consisted primarily of amortization of $60,857, insurance of
$24,700, consulting and accounting of $56,021, legal fees of $18,765 and payroll
and payroll taxes of $99,048. The consulting and accounting services are
comprised of 46,021 in accounting fees and $10,000 in business and financial
consulting. Most of our expenses were due to legal fees for general corporate
consulting services, accounting fees in the preparation of the 2005 year end and
first quarter, 2006 financial statements, insurance and payroll expenses.


                                       24


<PAGE>

NOTES

         The following table summarizes the nature and amount of all notes
payable and convertible debt at June 30, 2006. Any material changes to any
renegotiated notes payable or convertible notes are indicated in the footnotes:

<TABLE>
                                            Annual                                         Principal
               Type                        Interest    Conversion     Maturity             Amount at
Date        Investment      Beneficiary      Rate     Discount Rate     Date             June 30, 2006
---------- --------------   ------------   --------   -------------   --------          ---------------
<S>        <C>              <C>                 <C>       <C>          <C>              <C>
04/01/04   Conv.Note        Oberman             6%        40%(1)       04/01/07         $   25,000.00
04/22/04   Note Payable     Coan               24%        N/A          12/31/05(2)      $   35,000.00
01/01/05   Conv.Note        Hemmel             12%        25%(4)       06/30/06(3)      $   50,000.00
01/11/05   Conv.Note        Nolan              12%        25%(4)       04/30/06(2)      $   41,148.26
03/08/05   Conv.Debenture   Cornell             5%        (5)          03/08/08         $  114,000.00(6)
03/08/05   Conv.Debenture   Trey Resources      5%        (5)          03/08/08         $  132,000.00(7)
03/08/05   Conv.Debenture   Cornell             5%        (5)          03/08/08         $   50,000.00
03/08/05   Conv.Debenture   Trey Resources      5%        (5)          03/08/08         $   50,000.00
03/08/05   Conv.Debenture   Cornell             5%        (5)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (5)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (5)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (5)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (5)          03/08/08         $   17,386.98
03/08/05   Conv.Debenture   Trey Resources      5%        (5)          03/08/08         $    3,695.21
05/25/05   Conv.Debenture   Cornell             5%        (5)          05/25/08         $  350,000.00
10/11/05   Conv. Debenture  Cornell             5%        (5)          10/11/08         $  100,000.00
                                                                                        --------------
                                                                      Total             $1,268,230.45
                                                                                        ==============
</TABLE>

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

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

(3)      Tentative renegotiation has been reached with note holder.

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

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

(6)      On December 20, 2005, Cornell Capital converted principal of $20,000
         into 160,000 unrestricted shares of common stock at $0.125 per share,
         and on February 8, 2006 converted principal of $3,500 into 280,000
         shares of unrestricted shares of common stock at $0.0125 per share.
         On April 3, 2006, Cornell Capital converted principal of $12,500
         into 714,286 restricted shares of common stock at $0.0175 per share.
         These shares had a restriction date of May 21, 2004 and were not
         registered with the Securities and Exchange Commission. All conversions
         were based on 50% of the lowest closing bid price of our common stock
         for the five trading days immediately preceding the conversion date.

(7)      On February 8, 2006 Trey Resources, Inc. converted principal of $5,500
         into 440,000 unrestricted shares of common stock at $0.0125 per share.
         On April 3, 2006, Trey Resources, Inc. converted principal of $12,500
         into 714,286 restricted shares of common stock at 0.0175 per share.
         These shares had a restriction date of May 21, 2004 and were not
         registered with the Securities and Exchange Commission. All conversions
         were based on 50% of the lowest closing bid price of our common stock
         for the five trading days immediately preceding the conversion date.


                                       25



<PAGE>

FINANCIAL RESOURCES AND LIQUIDITY

         Voyager One is accounted for as a development stage company. We had no
revenues for the three months ended June 30, 2006 and 2005. At June 30, 2006, we
had current assets of $8,249 and current liabilities of $1,782,387. As a result,
we had a working capital deficit of $1,774,138. 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
$361,913, accrued expenses of $1,206,603, accrued interest of $87,723 and
short-term notes payable of $126,148. In addition, long-term notes payable and
convertible debt totaled $1,092,082. We are in default on three promissory notes
issued to Coan dated April 22, 2004 in the principal amount of $35,000 which
matured on December 31, 2005, to Hemmel dated January 1, 2005 in the principal
amount of $50,000 which matured on June 30, 2006 and to Nolan dated January 11,
2005 in the principal amount of $41,148.26 which matured on April 30, 2006. A
tentative renegotiation of the Hemmel note has been reached.

         For the six months ended June 30, 2006, net cash used in operations was
($224,391), net cash used in investing activities was $16,718 and net cash
provided by financing activities was $209,727. Net cash used in operations
consisted primarily of a net loss of $488,856 offset by depreciation and
amortization of $59,534, impairment charges related to intangible assets of
$135,275, issuance of common stock for accrued interest of $13,601, gain on sale
of assets of $7,046, accounts payable of $3,236 , accrued liabilities of $70,611
and accrued interest of ($24,828), an increase as compared to ($202,468) for the
comparative period in 2005. Net cash used in investing activities was $16,718
which arose from the sale of equipment. Net cash provided by financing
activities consisted of the issuance of common stock for cash totaling $170,099
and the issuance of notes payable of $43,000 offset by payments of notes payable
of $3,372.

         We have relied exclusively on external financing, loans from officers
and directors and the sale of our common stock to fund our operations and cover
our up-front costs.

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

         On December 15, 2004, Cornell Capital assigned one-half of the
convertible debentures plus accrued but unpaid interest on a pro rata basis to
Trey Resources pursuant to a written agreement. On March 8, 2005, Voyager One
consented to the assignment. On May 25, 2005, a debenture was issued to Cornell
Capital in the amount of $350,000 following the notification from the Securities
and Exchange Commission that our registration statement on Form SB-2 filed March
31, 2005, as amended, was declared effective on May 11, 2005. Our registration
statement registers for resale 1,690,560 shares of our common stock held by the
selling security holders named in the registration statement which includes
440,000 shares registered, each, for Cornell Capital and Trey Resources. Voyager
One will not receive any proceeds from the sale of shares under the registration
statement.

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

                                       26



<PAGE>

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

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

         Our current cash assets at June 30, 2006 were $8,249. In the second
quarter of 2006, we raised a total of $63,000. $28,000 came from officers
through loans and sales of securities, and $35,000 came from the sale of
securities to unaffiliated third parties. The proceeds were used for general
corporate obligations. While we have dramatically decreased our operating
expenses since our office move in November, 2005, we have been unable to obtain
sufficient financing arrangements to sustain our monthly working capital
requirements of $300,000 for the development of our electronic film system
(EFS-4) pursuant to our business plan.

         On April 9, 2006, the Company did not pay a maintenance fee by its due
date on patent number 6,370,339 entitled "System and Method For Operating an
Electronic Film Camera" which was filed on November 12, 1999, issued on April 9,
2002 and was to expire on November 12, 2019. We no longer hold any ownership
rights in the technology underlying this patent which is now in the public
domain. We recorded an impairment loss of $135,275 in the quarter ending March
31, 2006. We have four remaining United States patents, one Hong Kong patent and
one pending Canadian patent application.

         On August 11, 2006, Voyager One, Inc., on behalf of its wholly owned
subsidiary, Silicon Film Technologies, Inc. entered into a memorandum of
understanding with Applied Color Science based in Laguna Niguel, California to
agree to enter into a joint venture agreement by September 10, 2006 for the
further research and development, testing, evaluation and deployment of the
technology underlying our electronic film system culminating in a fully
functional pre-production prototype. Applied Color Science has expertise in
digital camera systems and image processing and has previously provided
technical developmental services to Silicon Film Technologies, Inc. Pursuant to
the Memorandum of Understanding, Applied Color Science will also license the
technology underlying our patents and be responsible for expenses incurred
except those agreed upon by both parties. By entering into a joint venture
agreement, we will be able to cut our working capital requirements and reduce
our need for additional employees and significant purchases of equipment.

         Recently, we have undertaken an additional strategic focus to seek to
acquire companies in the oil and lubricant blending industry which, we believe,
will improve our overall financial position and opportunity for long term
growth. Specifically, we will look to acquire environmentally friendly companies
that blend, bottle, and distribute private label oils, lubricants, and related
products for the automotive and industrial industries. Since higher production
costs and lack of scale have reduced the profitability for many mid-sized
companies in the oil and lubricant blending business, we feel that this market
is ripe for consolidation or "roll up" and intend to identify and acquire
quality companies where increase scale or injection of working capital will
result in significant changes to marginal savings or revenues. It is our
intention to eventually become a holding company with multiple subsidiaries
thereby keeping our overhead, the number of employees and the need for the
purchase of significant equipment to a minimum.

         On May 7, 2006, Voyager One, Inc. entered into a letter of intent to
acquire Gulf Coast Petroleum, Inc. based in Chicago, Illinois. Gulf Coast
Petroleum, Inc. is a distributor of Centron. Centron is a patented fuel additive
produced by American Energy Group which works as a catalyst during combustion to
burn fuel more efficiently and completely resulting in a consistent increase in
fuel economy together with reduced vehicle operating costs and improved air
quality. It has been successfully tested as engine safe with a wide array of
diesel and gasoline series engines. The transaction, which was subject to the
signing of a definitive agreement and customary closing conditions, was to close
no later than June 19, 2006. The terms of the transaction have not been
disclosed. On May 31, 2006, Voyager One, Inc. cancelled the letter of intent
with Gulf Coast Petroleum, Inc.

         On July 10, 2006, Voyager One, Inc. entered into a letter of intent to
acquire Homan Corporation based in Chicago, Illinois. Homan Corporation is a
Chicago based firm that blends a wide range of lubricants from standard to
special fluids for customers in the oil, auto, mining, trucking and steel
industries. The transaction, which is subject to the signing of a definitive
agreement and customary closing conditions, is to close by October 12, 2006. The
terms of the transaction are not disclosed.


                                       27



<PAGE>

         Our primary need for cash during the next 12 months will be to satisfy
current liabilities of $1,782,387 as well as to support our expenses from
operations and additional acquisitions in accordance with our expanded strategic
focus into the oil and lubricant blending industry. In the short term, to
initially ease fiscal constraints, approximately $500,000 will be needed to
cover some past due accounts payable, notes payable and day-to-day operating
expenses. By the end of the year, we anticipate a need to raise $2.5 million to
satisfy these needs. In order to finance growth, we expect that, in the first
half of 2007, we will need to raise an additional $4 million to fund additional
acquisitions, current and future projects.

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

Item 3.  Controls and Procedures.

         Our President and Treasurer/Chief Financial Officer (the "Certifying
Officer") is responsible for establishing and maintaining disclosure controls
and procedures and internal controls and procedures for financial reporting for
the Company. The Certifying Officer has designed such disclosure controls and
procedures and internal controls and procedures for financial reporting to
ensure that material information is made known to him, particularly during the
period in which this report was prepared. The Certifying Officer has evaluated
the effectiveness of the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting as of June 30, 2006 and
believes that the Company's disclosure controls and procedures and internal
controls and procedures for financial reporting are effective based on the
required evaluation. There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.


                        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 3, 2006, Voyager One issued 714,286 shares of restricted
         shares of common stock to Cornell Capital upon conversion of $12,500 of
         the principal balance of the debenture dated March 8, 2005 with a
         restriction date of May 21, 2004 in the original principal amount of
         $150,000 at $0.0175 per share based on 50% of the lowest closing bid
         price of our common stock for the five trading days immediately
         preceding the conversion date. These shares were not registered with
         the Securities and Exchange Commission.

         On April 3, 2006, Voyager One issued 714,286 shares of restricted
         shares of common stock to Trey Resources, Inc. upon conversion of
         $12,500 of the principal balance of the debenture dated March 8, 2005
         with a restriction date of May 21, 2004 in the original principal
         amount of $150,000 at $0.0175 per share based on 50% of the lowest
         closing bid price of our common stock for the five trading days
         immediately preceding the conversion date. These shares were not
         registered with the Securities and Exchange Commission.

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

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

                                        28



<PAGE>

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

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

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

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

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

         On June 1, 2006, Voyager One, Inc. issued, pursuant to a securities
         purchase agreement, 2,481,145 shares of restricted common stock to
         Castle Hill Advisory Group at $0.04 per share totaling $99,245.77. The
         shares were exchanged for the retirement of the outstanding principal
         balance and unpaid interest of promissory notes dated December 31,
         2005, January 24, 2006, February 16, 2006 and April 14, 2006 issued by
         the Company to Castle Hill Advisory Group. On June 26, 2006, the
         securities purchase agreement was amended to reflect the sale of
         1,867,862 shares instead of 2,481, 145 shares and Castle Hill Advisory
         Group cancelled 613,283 shares. Sebastien DuFort, our President and
         Acting Chief Financial Officer, is a 100% shareholder of Castle Hill
         Advisory Group.

         On June 1, 2006, Voyager One issued, pursuant to securities purchase
         agreements, 625,000 shares of restricted common stock to outside
         parties for a total purchase price of $25,000 at $0.04 per share.

         On June 30, 2006, Voyager One issued, pursuant to a securities
         purchase agreement,500,000 shares of restricted common stock to an
         outside party for a total purchase price of $10,000 at $0.02 per share
         based on the closing bid price of our common stock on said date.

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


                                      29




<PAGE>

Item 3.  Defaults Upon Senior Securities.

         None.

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

         No matter was submitted to a vote of stockholders in the second quarter
of 2006.

Item 5.  Other Information.

         None.

Item 6.

(a)      Exhibits.

<TABLE>

------------------ ----------------------------------------------------------------- -----------------------------------------------
EXHIBIT NO.        DESCRIPTION                                                       LOCATION
-----------        -----------                                                       --------
------------------ ----------------------------------------------------------------- -----------------------------------------------
<S>                <C>                                                               <C>
------------------ ----------------------------------------------------------------  -----------------------------------------------
4                  Short Term Promissory Note between Castle Hill Advisory Group     Incorporated by reference to Exhibit 4.3
                   and Voyager One for $18,000 dated April 14, 2006                  of the Company's Quarterly Report on Form
                                                                                     10-QSB filed with the Securities and Exchange
                                                                                     Commission on May 22, 2006
------------------ ----------------------------------------------------------------  -----------------------------------------------
10                 Memorandum of Understanding dated August 11, 2006 between         Incorporated by reference to Exhibit 10 of
                   Voyager One, Inc. and Applied Color Science                       Company's Current Report on Form 8-K filed with
                                                                                     the Securities and Exchange Commission on
                                                                                     August 11, 2006
------------------ ----------------------------------------------------------------- -----------------------------------------------
31.1               Certification of Chief Financial Officer Pursuant to              Provided herewith
                   Section 302 of the Sarbanes-Oxley Act
------------------ ----------------------------------------------------------------- -----------------------------------------------
31.2               Certification of Chief Executive Officer Pursuant to              Provided herewith
                   Section 302 of the Sarbanes-Oxley Act
------------------ ----------------------------------------------------------------- -----------------------------------------------
32                 Certification of Chief Executive Officer and Chief Financial      Provided herewith
                   Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
------------------ ----------------------------------------------------------------- -----------------------------------------------

</TABLE>

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

         On May 4, 2006, the Company filed a Form 8-K with the Securities and
         Exchange Commission under Item 3.02 (Unregistered Sales of Equity
         Securities).

         On May 9, 2006, the Company filed a Form 8-K with the Securities and
         Exchange Commission under Item 8.01 (Other events).

         On June 1, 2006, the Company filed a Form 8-K with the Securities and
         Exchange Commission under Item 8.01 (Other events).

         On June 6, 2006, the Company filed a Form 8-K with the Securities and
         Exchange Commission under Item 3.02 (Unregistered Sales of Equity
         Securities).


                                       30




<PAGE>


                                   Signatures
                                   ----------

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

                              Voyager One, Inc.

                              By /s/ John Lichter
                                 -----------------------------------------------
                                 John Lichter, Chief Executive Officer
                                 Date: 8/14/06

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President and Acting Chief
                                 Financial Officer
                                 Date: 8/14/06

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

                              By /s/ John Lichter
                                 -----------------------------------------------
                                 John Lichter, Chief Executive Officer and
                                 Director
                                 Date: 8/14/06

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President and Acting Chief
                                 Financial Officer And Director
                                 Date: 8/14/06


                                       31