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

                                    FORM 10-Q

                                   (Mark One)

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

                 FOR THE QUARTERLY PERIOD ENDED June 30, 2008.

                                       OR

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

                  FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-32737

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

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

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

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

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

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

Large accelerated filer [_]                  Accelerated filer [_]

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 18, 2008, there were
167,531,874 outstanding shares of the Registrant's Common Stock, $0.001 par
value.




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                                TABLE OF CONTENTS


                                                                            Page
PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements                                                1
Item 2.    Management's Discussion and Analysis or Plan of Operation          20
Item 3.    Quantitative and Qualitative Market Risk                           25
Item 4T.   Controls and Procedures                                            25

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings                                                  26
Item 1A.   Risk Factors                                                       26
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds        26
Item 3.    Defaults Upon Senior Securities                                    27
Item 4.    Submission of Matters to a Vote of Security Holders                27
Item 5.    Other Information                                                  27
Item 6.    Exhibits                                                           27

SIGNATURES                                                                    27




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                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                  June 30, 2008












































































                                                                1
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                                   VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                                                 December 31,
                                                                                                     2007
                                                                                 June 30, 2008    (Restated)
                                                                                 (Unaudited)       (Audited)
                                                                                 ------------    ------------
                                     ASSETS
Current Assets:
  Cash                                                                           $     21,764    $     14,976
  Accounts Receivable                                                                   2,170          25,433
  Other Receivables                                                                        25           1,604
  Inventory                                                                            78,568          83,918
  Prepaid Expenses                                                                     19,969          29,993
  Prepaid Consulting Agreements                                                        48,403         279,415
                                                                                 ------------    ------------
           Total Current Assets                                                       170,899         435,339

Land                                                                                  411,000              --
Property and Equipment, net of accumulated depreciation of $46,545 and $16,335
  at June 30, 2008 and December 31, 2007, respectively                                948,912         402,974
Deposits                                                                               11,932          46,614
Deferred Financing Costs, net of accumulated amortization of $135,159 and
  $109,212, at June 30, 2008 and December 31, 2007, respectively                       83,552          52,853
Patents, net of accumulated amortization of $672,682 and $617,090, at
  June 30, 2008 and December 31, 2007, respectively                                   426,215         481,807
Trademarks                                                                              5,000           5,000
                                                                                 ------------    ------------
           Total Assets                                                          $  2,057,510    $  1,424,587
                                                                                 ============    ============

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts Payable                                                               $    818,588    $    657,238
  Accrued Expenses                                                                  1,239,259       1,021,842
  Accrued Interest                                                                     30,669         118,522
  Lease Liability, current portion                                                     72,000          31,800
  Secured Liability                                                                    68,752              --
  Notes Payable, current portion                                                    1,182,432         464,141
                                                                                 ------------    ------------
Total Current Liabilities                                                           3,411,700       2,293,543

Long Term Lease Liability                                                             193,350          93,600
                                                                                 ------------    ------------
           Total Liabilities                                                        3,605,050       2,387,143

Commitments and Contingencies                                                              --              --

Stockholders' (Deficit):
Preferred Stock Series A, par value $.001, 5,000,000 shares
  authorized, 500,000 shares outstanding at
  June 30, 2008 and December 31, 2007, respectively                                       500             500
Common Stock, par value $.001, 200,000,000 shares authorized,
  167,531,874 and 134,727,162 shares issued and outstanding at
  June 30, 2008 and December 31, 2007, respectively                                   167,532         134,727
Subscribed common stock                                                               105,104          99,990
Additional paid in capital                                                         12,029,784      11,696,666
Deficit accumulated during development stage                                      (13,850,460)    (12,894,439)
                                                                                 ------------    ------------
Total Stockholders' (Deficit)                                                      (1,547,540)       (962,556)
                                                                                 ------------    ------------
            Total Liabilities and Stockholders' (Deficit)                        $  2,057,510    $  1,424,587
                                                                                 ============    ============


                 See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                      2

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

                                                                                                                  From inception
                                                        Three Months Ended              Six Months Ended        (June 28, 2002) to
                                                     June 30,        June 30,        June 30,        June 30,         June 30,
                                                       2008            2007            2008            2007             2008
                                                                     (Restated)                     (Restated)
                                                   ------------    ------------    ------------    ------------    ------------
Revenues:
   Sales                                          $     36,324    $      48,290    $     36,324    $     97,250    $   739,150

      Cost of goods sold                               (33,141)         (27,505)        (36,788)        (63,505)      (720,730)
                                                   ------------     ------------    ------------    ------------    ----------

Gross Profit                                             3,183           20,785            (464)         33,745         18,420

Operating, general and administrative expenses:
      Operating general and
        administrative expense                         388,486        1,583,515         894,651       2,309,547     11,617,661
                                                   ------------    ------------    ------------    ------------    -----------
                                                       388,486        1,583,515         894,651       2,309,547     11,617,661
                                                   ------------    ------------    ------------    ------------    -----------
Operating loss                                        (385,303)      (1,562,730)       (895,115)     (2,275,802)   (11,599,241)

Non-operating income (expense):

      Interest expense                                 (35,130)        (22,446)        (61,635)        (64,836)     (2,419,469)
      Interest income                                      451              --             729              --             729
      Gain on cancellation of financing fees                --              --              --              --         172,044
      Warrant expense for financing costs                   --          (4,524)             --          (4,524)         (4,524)
                                                  ------------    ------------    ------------    ------------    ------------
                                                       (34,679)        (26,970)        (60,906)        (69,360)     (2,251,220)

                                                  ------------    ------------    ------------    ------------    ------------
Net Loss                                          $   (419,982)   $ (1,589,700)   $   (956,021)   $ (2,345,162)   $(13,850,461)
                                                  ============    ============    ============    ============    ============


Loss per shares (basic and diluted)               $      (0.00)   $      (0.02)   $      (0.01)   $      (0.03)
                                                  ============    ============    ============    ============

Weighted average number of shares
       Outstanding (basic and diluted)             157,852,149      99,419,005     147,859,087      88,657,050
                                                  ============    ============    ============    ============


                            See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                   3


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                                   VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                  (UNAUDITED)
                                                                                              From inception
                                                                                              (June 28, 2002)
                                                                                                    to
                                                                    June 30,      June 30,        June 30,
                                                                      2008          2007            2008
                                                                                 (Restated)
                                                                 ------------    ------------    ------------
Cash Flows from Operating Activities:
     Net Loss                                                    $   (956,021)   $ (2,345,162)   $(13,850,460)

     Adjustments to reconcile net loss to net cash
     used by operating activities:
        Deferred financing costs                                       14,069          30,986          75,851
        Depreciation and amortization                                  85,802          63,273       1,035,665
        Impairment charges related to intangible assets                    --              --         136,408
        Loss on asset abandonment                                          --              --          10,663
        Imputed interest                                                   --              --          23,428
        Issuance of common stock for services and payroll             151,948       1,278,953       2,385,459
        Issuance of options and warrants for services and fees             --         639,772       1,854,031
        Issuance of common stock for financing                             --              --          40,638
        Intrinsic value of beneficial conversion feature                   --              --       1,580,445
        Conversion of notes payable and debentures into stock              --              --         105,126
        Issuance of common stock for accrued interest                      --              --          13,601
        Issuance of notes as payment for accrued interest                  --              --          99,205
        Gain on sale of assets                                             --              --           7,046
     Changes in assets and liabilities:
        Decrease (increase) in accounts receivable                     23,263         (27,962)         (2,170)
        (Increase) decrease in inventories                            (12,917)       (106,988)        (96,835)
        (Increase) decrease in expense advance                             --          48,543              --
        (Increase) decrease in other receivables                        1,579          50,000             (25)
        Decrease (increase) in prepaid expenses                        91,036        (298,079)        252,059
        (Increase) decrease in deposits                                34,682          (3,142)         14,667
        (Increase) decrease in bank overdraft                              --              --           7,124
        Increase (decrease) in accounts payable                       238,145          86,222         935,213
        Increase (decrease) in accrued expenses                       144,422        (230,053)        450,229
        Increase (decrease) in accrued interest                        34,702         103,495         830,121
                                                                 ------------    ------------    ------------
           Net cash used in operating                                (149,290)       (710,141)     (4,092,512)
           activities

Cash flows used in Investing Activities:
          Acquisition of land and fixed assets                       (295,882)        (41,861)       (643,324)
          Sale of fixed assets                                             --              --          16,718
          Acquisition of patents                                           --              --        (465,922)
          Sale of domain name                                              --           8,867           8,867
          Trademarks                                                       --              --          (5,000)
          Acquisition of domain name                                       --              --         (10,000)
                                                                 ------------    ------------    ------------
             Net cash used in investing activities                   (295,882)        (32,994)     (1,098,661)



                 See accompanying Notes to these Condensed Consolidated Financial Statements.



                                                      4


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

                                                                                                   From inception
                                                                                                   (June 28, 2002)
                                                                                                         to
                                                                         June 30,       June 30,      June 30,
                                                                           2008           2007          2008
                                                                                       (Restated)
                                                                       -----------    -----------    -----------
Cash flows provided by Financing Activities:
     Cancellation of financing fees                                             --             --       (172,044)
     Recapitalization                                                           --             --        (33,804)
     Conversion of notes to common stock                                        --             --     (1,446,093)
     Issuance of common stock for cash                                     113,080        672,508      3,163,651
     Deferred financing costs                                               10,832             --        (34,767)
     Subscribed common stock                                                 5,114        155,000        105,104
     Secured liability                                                      68,752             --         68,752
     Proceeds from notes payable                                           312,492         43,000      4,141,277
     Payments for notes payable                                            (58,310)       (93,876)      (579,141)
                                                                       -----------    -----------    -----------
         Net cash provided by financing                                    451,960        776,632      5,212,936

Net increase (decrease) in cash                                              6,788         33,497         21,764
Cash, beginning of year                                                     14,976             --             --
                                                                       -----------    -----------    -----------
Cash, end of year                                                      $    21,764    $    33,497    $    21,764
                                                                       ===========    ===========    ===========

Cash paid for:
     Interest                                                          $    55,960    $     5,075    $    92,646
     Income Taxes                                                      $        --    $        --    $        --

Supplemental schedule of non-cash Investing and Financing Activities
      Issuance of Voyager One, Inc. common stock                       $        --    $        --    $   (33,804)
      Issuance of 3,073,000 shares of common stock for patents         $        --    $        --    $   768,250
      Cancellation of debentures issued for financing fees             $        --    $        --    $  (750,000)
      Issuance of convertible debentures for financing fees            $        --    $        --    $   870,000
      Issuance of common stock for exercise of options                 $        --    $        --    $   100,000
      Issuance of common stock for financing fees                      $        --    $        --    $    38,208
      Salary prepaid with stock                                        $        --    $        --    $     7,821
      Issuance of common stock for notes, debentures,
        accrued interest and accounts payable                          $   250,894    $   408,737    $ 2,761,355
      Issuance of note payable for deposit                             $        --    $    35,000    $    35,000
      Preferred shares converted to common stock                       $        --    $       500    $       500
      Purchase of fixed asset and capitalization of deferred
        financing fees through capital lease                           $    55,600    $        --    $   181,000
      Purchase of fixed asset through debt                             $   673,000    $        --    $   673,000
      Inventory capitalized as construction in progress due
         To final testing of fixed assets                              $    18,266    $        --    $    18,266
      Reclassification of accounts payable to notes or lease payable   $    76,795    $    36,162    $   127,469
      Reclassification of accrued interest to notes payable            $        --    $    20,345    $     4,086
      Cancellation of common stock for prepaid consulting              $   150,000    $        --    $   150,000

                   See accompanying Notes to these Condensed Consolidated Financial Statements

                                                        5
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                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND ORGANIZATION

Voyager Petroleum, Inc. ("Voyager Petroleum" or "Company"), was incorporated
under the laws of the state of Nevada in April, 2000. The accompanying unaudited
condensed consolidated financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted in accordance with such rules and regulations.
The information furnished in the interim condensed consolidated financial
statements includes normal recurring adjustments and reflects all adjustments,
which, in the opinion of management, are necessary for a fair presentation of
such financial statements. Although management believes the disclosures and
information presented are adequate to make the information not misleading, these
interim condensed consolidated financial statements should be read in
conjunction with the Company's most recent audited financial statements and
notes thereto included in its December 31, 2007 Annual Report on Form 10-KSB.
The Company intends to restate its financial statements and notes thereto for
the year ended December 31, 2007 on Form 10-KSB/A as soon as practicable as
reported on Form 8k filed with the Securities And Exchange Commission on July
21, 2008. The Company overstated its option and warrant expense as reported by
$537,637 in the Company's Consolidated Statement of Operations for the year
ended December 31, 2007 (which was included in the Company's 10-KSB for the year
ended December 31, 2007) and for the quarters ended September 30, 2007 and June
30, 2007 (which were included in the Company's 10-QSB for the quarters ended
September 30, 2007 and June 30, 2007, respectively). Certain warrants issued in
connection with the sale of common stock were expensed. As a result of the
decrease in option and warrant expense, the Company's net loss was reduced by
$537,637 for the year ended December 31, 2007 thereby improving the Company's
overall financial position. Due to a clerical error, the Company understated the
value of its inventory as reported by $7,472 in its Consolidated Balance Sheet
for the year ended December 31, 2007 (which was included in the Company's 10-KSB
for the year ended December 31, 2007). As a result, the Company's overall
financial position improved as gross profit increased by $7,472 to $16,981.

Operating results for the period ended June 30, 2008 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2008. Significant accounting policies have not changed from those disclosed in
our Annual Report on Form 10-KSB except as listed below.

In February, 2004, Voyager Petroleum acquired Silicon Film Technologies, Inc.,
("Silicon Film"), an Illinois corporation, incorporated on June 28, 2002. The
exchange was accounted for as a reverse acquisition. Accordingly, for financial
statement purposes, Silicon Film was considered the accounting acquirer and the
related business combination was considered a recapitalization of Silicon Film
rather than an acquisition by the Company. Immediately after the consummation of
the transaction, Voyager Petroleum owned 100% of the capital stock of Silicon
Film making it a wholly-owned subsidiary. On December 7, 2007, Silicon Film
awarded Sebastien C. DuFort, its President, and Cathy A, Persin, its Corporate
Secretary and Treasurer, 4,000,000 and 3,000,000 shares, respectively, of its
common stock, no par value for services rendered and to be rendered.

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

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


                                        6

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

GOING CONCERN

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

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

NOTE 2. CRITICAL ACCOUNTING POLICIES

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

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

Management periodically reviews the carrying value of acquired intangible assets
that are being amortized to determine whether impairment may exist. The Company
considers relevant cash flow and profitability information, including estimated
future operating results, trends and other available information, in assessing
whether the carrying value of intangible assets being amortized can be
recovered. If the Company determines that the carrying value of intangible
assets will not be recovered from the undiscounted future cash flows of the
acquired business, the Company considers the carrying value of such intangible
assts as impaired and reduces them by a charge to operations in the amount of
the impairment. An impairment charge is measured as any deficiency in the amount
of estimated undiscounted future cash flows of the acquired business available
to recover the carrying value related to the intangible assets that are being
amortized. No impairment losses were recorded in the three or six months ending
June 30, 2008 and the year ending December 31, 2007.

The patents, which are valued at $1,098,897, are being amortized over their
useful life from February 1, 2003 to May, 2011 and there remains two years and
eleven months to be amortized as of June 30, 2008.

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



                                        7

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

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

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

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

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

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

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

As of June 30, 2008, the Company has no financial assets or liabilities.

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

New Accounting Pronouncements

In March 2008, the FASB issued Statement of Financial Accounting Standards No.
161, "Disclosures about Derivative Instruments and Hedging Activities" (SFAS No.
161). SFAS No. 161 amends and expands SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 161 requires companies with
derivative instruments to disclose their fair value and their gains and losses
in tabular format and information about credit-risk related features in
derivative agreements, counterparty credit risk and objectives and strategies
for using derivative instruments. The new statement will be applied
prospectively for periods beginning after November 15, 2008. The Company is
required to adopt SFAS No. 161 in the first quarter of 2009.

In May 2008, the FASB issued Statement of Financial Accounting Standards No.
162, "The Hierarchy of Generally Accepted Accounting Principles," (SFAS 162).
SFAS 162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
non-governmental entities that are presented in conformity with generally
accepted accounting principles in the United States of America. SFAS 162 will be
effective 60 days after the Security and Exchange Commission approves the Public
Company Accounting Oversight Board's amendments to AU Section 411. The Company
does not anticipate the adoption of SFAS 162 will have an impact on its
financial statements.


                                        8

<page>

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60." SFAS 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities," (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. The
Company is required to adopt FSP EITF 03-6-1 in the first quarter of 2009 and is
currently evaluating the impact that FSP EITF 03-6-1 will have on its financial
statements.

                                        9



<page>


NOTE 3. PROPERTY AND EQUIPMENT

Fixed assets and accumulated depreciation consists of the following at June 30,
2008 and December 31, 2007:
                                                      June 30,     December 31,
                                                        2008           2007
                                                   ------------    ------------
Land                                               $    411,000    $         --
Building                                                314,000              --
Facility Equipment                                      399,171         243,379
Trucks                                                   32,974          32,974
Office Equipment                                          3,875           3,875
Software                                                  4,310              --
Construction in progress                                241,127          40,939
Machinery                                                    --          98,142
                                                   ------------    ------------
                                                      1,406,457         419,039
Accumulated Depreciation                                (46,545)        (16,335)
                                                   ------------    ------------
   Total Property and Equipment                    $  1,359,912    $    402,974
                                                   ============    ============

The Construction in progress of $241,127 are costs related to the ongoing
startup activities at our processing facility in Detroit, Michigan.

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

The purchase of the land and building of the Detroit processing facility closed
in escrow on April 4, 2008. The Company obtained 100% seller financing. Funds
provided at closing were $125,000 which included a $50,000 deposit held in
escrow. The remaining $600,000 was satisfied by a secured promissory note
bearing a 10% interest rate per annum and mortgage dated April 4, 2008. This
note is currently in default. See Item 3. The Company purchased or financed its
own equipment at the facility.

NOTE 4. PREPAID EXPENSES

In the first six months of 2008, the Company's prepaid consulting agreements
decreased significantly ($231,012) due to the early termination of a consulting
agreement between the Company and Prominence Media Corporation (the
"Consultant") on February 15, 2008. This resulted in the cancellation of
1,000,000 shares of unearned common stock at $0.15 per share for a value of
$150,000 and 1,000,000 unearned warrants to purchase our common stock at an
exercise price of $0.15 per share. In addition, the Company incurred
amortization expense of $132,262 for the first six months of 2008.

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

                     Initial                         Amount     Balance at     Amount   Balance at
                    Contract     Amortization      Amortized   December 31,  Amortized   June 30,
Consultant           Amount         Period          in 2007        2007       in 2008     2008
----------        ----------- ------------------   ----------  ------------  ---------  -----------
A.S. Austin       $    7,500   7/12/06-1/12/07     $     --    $       --    $     --   $      --
Stock Pro              8,100   8/25/06-11/25/06          --            --          --          --
Applied Color         77,550   9/22/06-3/22/07       41,413            --          --          --
Summit               429,028   9/11/06-12/11/07     324,769            --          --          --
Stronghurst LLC       80,000   10/17/06-10/17/07     62,581            --          --          --
Phillip W. Knight     25,000   1/8/07-4/8/07         25,000            --          --          --
Laurenzano            67,500   1/25/07-1/25/08       62,877         4,623       4,623          --
Howard Isaacs         37,000   2/12/07-8/12/07       37,000            --          --          --
Prominence Media     600,000   5/15/07-5/15/08      377,049       222,951      72,951          --
Cumbuco Beach         30,000   6/30/07-6/30/08       15,082        14,918      14,918          --
Uptick                48,000   12/10/07-3/10/08      11,077        36,923      36,923          --
Anastasis             51,250   6/25/08-9/23/08           --            --       2,847      48,403
                  -----------                      ----------  ------------  ---------  ------------
TOTALS            $1,460,928                       $956,848    $  279,415    $132,262   $  48,403
                  ===========                      ==========  ============  =========  ============
</TABLE>



                                              10


<page>


NOTE 5. DEFERRED FINANCING COSTS

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

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

                                                     June 30,       December 31,
                                                       2008            2007
                                                   ------------    ------------

Deferred financing costs                           $    218,681    $    162,065
Accumulated amortization of fees                       (135,129)       (109,212)
                                                   ------------    ------------
                                                   $     83,552    $     52,853
                                                   ============    ============

NOTE 6. PATENT PURCHASE

As of June 30, 2008, the Company has four issued United States patents and one
issued foreign patent applying to the electronic film system (EFS)and generally
related to attributes of the EFS. The Company paid $1,098,897 for patents which
are being amortized over their expected remaining life. Three of the five
patents expire on May 7, 2011, one on July 14, 2020, and the last on July 27,
2019. Amortization expense charged to operations was $55,592 for the six months
ended June 30, 2008.

The balance is:

                                                     June 30,      December 31,
                                                       2008             2007
                                                   ------------    ------------
Patents                                            $  1,098,897    $  1,098,897
Accumulated amortization                               (672,682)       (617,090)
                                                   ------------    ------------
                                                   $    426,215    $    481,807
                                                   ============    ============

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

NOTE 7. LEASE LIABILITY

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

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

Expenses related to these capital leases for the six months ended June 30, 2008
were $36,000.

NOTE 8. CONVERTIBLE DEBENTURES

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


                                       11

<page>

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

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

On May 15, 2007, an unaffiliated third party, THI, Inc. ("THI"), purchased the
total outstanding principal and interest of our convertible debentures with
Cornell Capital and Trey Resources, Inc. ("Trey Resources"). Installment
payments under the purchase agreement are secured by the debentures and, in the
event of default, Cornell Capital and Trey Resources had the option to exercise
all rights thereunder.

On June 2, 2008, the Company, Cornell Capital, Trey Resources, and THI entered
into a Payoff Agreement (the "Agreement") for the repayment of the outstanding
principal balance, and interest accrued thereon, on promissory notes issued by
THI in favor of Cornell Capital and Trey Resources, dated May 15, 2007 (the "THI
Notes") in the aggregate principal amount of $181,231.79 ("Balance"). The THI
Notes were issued pursuant to the terms of a Purchase and Assignment Agreement,
dated May 15, 2007, whereby YA Global and Trey sold and assigned their interests
in those certain 5% secured convertible debentures issued by the Company
pursuant to the terms of a Securities Purchase Agreement, as amended, dated May
14, 2004 ("Securities Purchase Agreement"). The THI Notes were secured by a
collateral assignment of the documents from THI to YA Global and Trey (the
"Collateral Assignment").

Under the terms of the Agreement, the Company contributed $89,255 and issued
4,000,000 shares of common stock of the Company to THI and its designees
pursuant to a Notice of Conversion, dated June 2, 2008, and THI contributed
$92,000 towards the Balance. The funds were held in escrow until closing on June
4, 2008 at which time YA Global received $147,877 and Trey received $33,378,
their respective balances under the THI notes plus $23.98 in interest. Upon
receipt of the Balance, the parties agreed and acknowledged that payment of the
Balance constituted payment in full of all of the obligations of each party
under the transaction documents entered into in connection with the Securities
Purchase Agreement, the THI Notes and the Collateral Assignment, and (ii)
release of all security interests and liens which the Company had granted in
connection with the Securities Purchase Agreement and its related documents.

Conversion of Debt to Equity and Debt Redemption:

The following principal amount was converted of the Cornell Capital debenture
dated May 25, 2005 in the original principal amount of $350,000:
<TABLE>
<CAPTION>
<S>     <C>

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

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

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

02/26/08       $  17,317   $      --   $        --   $        --     1,574,305   $     0.011
04/25/08       $  77,126   $      --   $        --   $        --     7,712,642   $     0.010
06/02/08       $   5,557   $      --   $        --   $        --       483,150   $    0.0115
               ---------   ---------   -----------   -----------   -----------
               $ 100,000   $      --   $        --   $        --     9,770,097
               =========   =========   ===========   ===========   ===========
</TABLE>

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


As of June 30, 2008, the Cornell Capital debenture was paid in full in
accordance with the payoff agreement mentioned above.

                                          12

<page>


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

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

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

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

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

As of June 30, 2008, the Trey Resources debenture was paid in full in accordance
with the payoff agreement mentioned above.

NOTE 9. NOTES PAYABLE

The notes payable balance consists of the following:

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

                                                                                   June 30,         December 31,
                                                                                     2008              2007
                                                                                  -----------       -----------
10% note payable to P. Byrne, principal and interest due July 1, 2008. A
commitment fee of $2,250 was payable upon execution. Result of a renegotiated
note dated August 15, 2006 in the original principal amount of $35,000.
Principal of $13,310 of the note was used as payment for the exercise of a
warrant to purchase 665,494
shares of common stock on April 2, 2008 at $0.02 per share.                        $   10,337       $   23,647

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

10% note payable to Haggerty, principal and interest due July 1, 2008.
Commitment fee of $2,459 and interest of $41 payable as 100,000 shares of common
stock within five days of execution based on the closing bid price of $0.025 on
the trading date prior to the note date of February 3, 2007. Renegotiated note
dated January 15, 2008 in the original principal amount of $20,000. Commitment
fee of $5,659 and interest of $41 was payable as 100,000 shares of common stock
within thirty days of execution based on the closing bid price of $0.057 on
January 18, 2007. Principal of $5,000 was converted on June 7, 2007 into 41,667
shares of common stock pursuant to a conversion agreement. 41,667 warrants to
purchase shares of restricted common stock at an exercise price of $0.20 for
three years were granted upon third extension executed in August, 2007 and 9,000
shares of restricted common stock were issued for fourth extension executed in
August, 2007 but effective as of June 22, 2007. The interest rate was
increased from 5% on January 15, 2008.                                                 13,197           13,197

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

5% note payable to Khatib, principal and interest due September 1, 2008.                5,000            5,000

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


                                       13




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


5% debentures payable to Cornell Capital, principal and interest due May 25,
2008 convertible into shares of common stock at price equal to lesser of (i)
150% of the initial bid price of the common stock as submitted by a market maker
and approved by the Financial Industry Regulatory Authority or (ii) 50% of the
lowest closing bid price for the five trading days immediately preceding the
conversion date. See note 8 above.                                                         --           43,913

5% debentures payable to Cornell Capital, principal and interest due October 11,
2008 convertible into shares of common stock at price equal to lesser of (i)
150% of the initial bid price of the common stock as submitted by a market maker
and approved by the Financial Industry Regulatory Authority or (ii) 50% of the
lowest closing bid price for the five trading days immediately preceding the
conversion date. See note 8 above.                                                         --          100,000

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

9% note payable to THI, Inc., principal and interest to be paid in monthly
payments of $20,000 commencing April 15, 2008 until retired. The principal
was increased on January 15, 2008 by $26,838, February 8, 2008 by $30,000,
February 15, 2008 by $25,000 and on March 1, 2008 by $25,000 and May 23, 2008
by $2,500.  Interest was increased from 8% on January 15, 2008. Principal
and interest of $20,000 was paid in 2008.                                             187,715           93,162

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

7.5% note payable to Tyson, principal and interest due on December 14, 2008
convertible at Company's option into restricted shares of common stock at
$0.02 per share.                                                                       54,000               --

5% note payable to Persin, principal and interest due on demand.
The maturity date was amended on May 23, 2008 to due on demand.                        10,000               --

10% note payable to Biscan, principal and interest due September 1, 2008.
On May 23, 2008, the maturity date was extended and interest increased
upwards from 5%.                                                                       10,000               --

5% note payable to DuFort, principal and interest due on demand.
The maturity date was amended on May 23, 2008 to due on demand.                        17,757               --

5% note payable to Persin, principal and interest due on demand.
The maturity date was amended on May 21, 2008 to due on demand.                         1,000               --

10% note payable to Biscan, principal and interest due on September 1, 2008.
The maturity date was extended on June 13, 2008.                                       90,000               --

0% note payable to DuFort, principal and interest due on July 2, 2008.                  2,764               --

5% note payable to Persin, principal and interest due on demand.
The maturity date was amended on May 23, 2008 to due on demand.                         1,978               --

10% note payable to Deacon Enterprises for 600 S. Deacon.                             600,000               --
                                                                                 ------------      -----------
                                                                                 $  1,182,432      $   464,141
                                                                                 ============      ===========
</TABLE>

NOTE 10. SECURED LIABILITY

On June 5, 2008, the Company and its wholly-owned subsidiary Monarch Petroleum,
Inc., (the "Monarch") and BLN Capital Funding, LLC("BLN") entered into an
Accounts Receivable Purchase, Inventory, Purchase Order and General Security
Agreement (the "Receivable Agreement") to finance Monarch's Detroit operations.
The Receivable Agreement has an initial term of one year and may be terminated
by either party upon ninety-days written notice. Under the terms of the
Agreement, Monarch assigned all of its present and future receivables to BLN. In
consideration for such assignment, the maximum amount which Monarch can borrow
under the Receivable Agreement shall not exceed 85% of the aggregate amount of
receivables, 50% of inventory and finished goods and 80% of purchase orders. The
aggregate principal amount which may be borrowed under the Receivable Agreement
shall not exceed $1,000,000 without BLN's prior written consent with sub-limits
on purchase order advances and inventory advances of $200,000 and $250,000,
respectively.

Monarch will be charged a cost of funds fee for receivables of 2.75% of the
gross amount of each invoice for the initial thirty-day term and an additional
0.75 percent for each additional thirty-day term thereafter with a minimum
servicing fee of $25.00 for each invoice and a minimum monthly service fee equal
to the greater of (i) $2,000 (ii) 2.75% of BLN's gross monthly purchases for the
preceding month or (iii) 2.75% of BLN's average monthly payments for the
preceding twelve months. In addition, Monarch shall pay annual interest of prime
plus 2.75 percent of the average daily funds for each preceding month. A locked
box account will be set up at a banking institution for the receipt of all of
Monarch's receivables which shall be directed to be received by BLN.


                                       14

<page>


A servicing discount equal to 3.95% of the funds advanced and/or outstanding for
the initial thirty day term plus one percent for each additional 15 day term
thereafter and an additional annual interest charge of prime plus .50 percent
shall be charged with respect to advances against purchase orders and the
related inventory purchased where BLN shall be deemed to have a purchase money
security interest in such purchases or direct advances to suppliers.

Loans against inventory will accrue interest at a rate of prime plus one percent
(1%) per annum based on the average daily funds which Monarch received. Funds
advanced against inventory, equipment or any other assets, other than accounts
purchased by BLN, not specifically covered by the Receivable Agreement, is to be
charged a fee of the lesser of 1.66 percent (1.66%) per month or the rate set
forth in any other arrangement agreed upon between the parties.

Monarch's obligations under the Receivable Agreement are secured by
substantially all of the assets of Monarch. Upon default, in addition to taking
possession of these assets, BLN may seek liquidated damages equal to three
percent per month or portion thereof for all outstanding loans.

As of June 30, 2008, Monarch has borrowed $65,612 against the agreement and has
recorded $3,140 as finance fees for a total of $68,752.

NOTE 11. OPTIONS AND WARRANTS

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

As of June 30, 2008 we have issued warrants in 2008 as follow:

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

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

o     600,000 warrants granted April 1, 2008 with a term of 30 months, an
      exercise price of $0.05; granted in connection with the purchase of common
      stock.

o     1,000,000 warrants granted April 2, 2008 with a term of 30 months, an
      exercise price of $0.05; granted in connection with the purchase of common
      stock.

As of June 30, 2008 the following warrants have been exercised:

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


o     204,000 warrants exercised on April 1, 2008 at an exercise price of $0.02
      or $4,080. The shares were issued on April 1, 2008.

o     665,494 warrants exercised on April 2, 2008 at an exercise price of $0.02
      or $13,310. These warrants were issued in exchange for debt. The shares
      were issued on April 11, 2008.

o     200,000 warrants exercised on April 10, 2008 at an exercise price of $0.02
      or $4,000. The shares were issued on April 15, 2008.

o     400,000 warrants exercised on April 11, 2008 at an exercise price of $0.02
      or $8,000. The shares were issued on April 15, 2008.


NOTE 12. COMMITMENTS

On April 19, 2007, Sovereign entered into a lease agreement with North American
Refining Co. ("North American Refining"), an independent third party and a
Delaware corporation, located in McCook, Illinois. North American Refining is a
local blending facility with bottling capabilities. Sovereign leased the
blending facility for a ninety-day trial period which was to be used to blend
and dry reclaimed used oil for use in lubricant oil products which is sold to
the automotive and industrial after-markets. We also had access to a loading
dock, up to twenty storage tanks and associated equipment. The total lease price
is $10.00 for the ninety-day lease period with blending and drying fees at $0.15
per gallon which were payable monthly on the tenth day following the last day of
each month for the previous month's activity. North American had the right to
terminate the agreement within fifteen days written notice. The agreement was
terminated on July 12, 2007 and a similar agreement was entered into on July 13,
2007 and ended on January 13, 2008 and not renewed.


                                       15


<page>


NOTE 13. CAPITAL STOCK

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

As of June 30, 2008 and June 30, 2007, there were 167,531,874 and 111,157,950
shares of Common Stock outstanding, respectively. Holders of Common Stock are
entitled to one vote for each share held with no cumulative voting.

500,000 and 1,000,000 shares of Series A Preferred Stock were outstanding at
June 30, 2008 and June 30, 2007, respectively. Holders of Series A Preferred
Stock are entitled to 100 votes. Each share of Series A Preferred Stock is
convertible into one share of Common Stock at the discretion of the stockholder.
500,000 shares of Series A Preferred Stock were converted into 500,000 shares of
common stock in May, 2007. The Common Stock and Series A Preferred Stock have
equal liquidation and dividend rights.

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

As of June 30, 2008, the Company received consulting services valued at $5,119
to be paid as common stock for a total of $105,104 for sales of securities not
yet issued.

CANCELLATION OF SHARES

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

NOTE 14.  SEGMENT INFORMATION

The Company has two reportable segments: Gas and Oil, and Film Technologies.
Although the Company has two segments, only the gas and oil segment is in full
operations.

The Company's reportable segments are strategic business units that offer
different products and services. Silicon Film has developed technology which
enables a conventional 35mm SLR camera to capture, store, and transfer digital
images. On September 22, 2006, Silicon Film entered into a contractual agreement
with Applied Color Science (ACS) so that ACS could proceed with, and bear the
expense of, the research and development, testing, evaluation and deployment of
the technology underlying our electronic film system. ACS has made progress in
developing a device that combines the strength of our optic designs of SLR
cameras in our electronic film concept together with ACS's high definition video
platform which will support a variety of image sensors. It is intended that the
device will be able to take high resolution still and video images. The
contractual agreement initially terminated in March, 2007, but has twice been
extended and currently expires on the earlier of October 6, 2008, the successful
development of a functional prototype or the mutual consent of the parties. Upon
termination, ACS and Silicon Film have ninety days to enter into either, a
licensing agreement for the technology developed during the term of the
contractual agreement, or a revenue sharing agreement for the commercialization
of the marketable product provided funding is provided by ACS or a third party.
ACS will receive a 25% share of revenues if it provides the financing or a 50%
share if a third party provides the financing. In the event no agreement is
finalized, then Silicon Film is free to license, sell or commercialize the
technology developed during the contractual agreement, in which case, ACS would
be entitled to a 25% share of revenue.

In late 2006 and 2007, the Company undertook to expand its business into the gas
and oil industry with a new strategic focus to manufacture and distribute
petroleum-based products to the automotive and manufacturing aftermarket. It
intends to acquire reputable middle-market petroleum-based lubricant companies
that process, blend, package, and distribute private label motor oil and related
products as well as acquire facilities to conduct like operations. The Company's
oil and gas segment consists of three wholly-owned subsidiaries. Sovereign, Oil,
Inc., a Nevada corporation, formed on March 23, 2007, has packaged petroleum
products out of non-owned facilities in LaPorte, Indiana as well as McCook,
Illinois through November, 2007. Beginning in December, 2007, the Company
focused all of its resources towards the purchase and renovation of a Detroit
processing facility.

                                       16


<page>

On May 4, 2007, the Company formed two additional subsidiaries, 600 South Deacon
LLC and Monarch Petroleum, Inc., both Michigan corporations, which own and
operate, respectively, a Detroit processing facility which was purchase on April
4, 2008. Both of these companies became active in the third quarter of 2007.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies above. The Company evaluates
performance based on profit or loss from operations before income taxes not
including nonrecurring gains and losses.

Revenues for the oil and gas segment of the Company in the six months ended June
30, 2008 was $36,324 as compared to $97,250 in 2007. For the first six months in
2008, the Company had three re-occurring customers. Accordingly, all customers
are significant in the oil and gas segment. Sales were offset by cost of goods
sold of $55,054 in the six months ended June 30, 2008. Our sales were low due to
the concentration of our resources and efforts to renovate our Detroit facility.

There were no revenues for the film segment in the six months ended June 30,
2008 or June 30, 2007.

For the six months ended June 30, 2008 the oil and gas segment of the Company
incurred an operating loss of $648,345 as compared to a loss of $643,888 in
2007. This was primarily due to the increased expenses in correlation with the
production and growth of the oil and gas segment. Our film segment incurred an
operating loss of $61,912 in 2008 as compared to a loss of $78,021 in 2007. The
only material expense incurred by the film segment in the six months ended June
30, 2008 and 2007 was the amortization of $52,592 and $52,592 for the patents.

Corporate operating loss decreased to $184,393 in the six months ended June 30,
2008 compared to $1,553,8957 in 2007. This was due primarily to the decrease in
payroll ($248,728) and professional fees ($1,020,512)incurred by the Company
during 2008.

Total assets for the oil and gas segment increased to $1,544,811 in the six
months ended June 30, 2008 from $186,576 in 2007 due to the purchase of fixed
assets for our oil and gas subsidiaries. In 2008 we purchased land and building
in Detroit, Michigan to house our oil and gas operations. Assets for the film
segment decreased from $537,399 in 2007 to $426,215 as a result of amortization
of the patents totaling $55,592 in 2008. Corporate assets of $86,483 as of June
30, 2008 consist of $48,465 of prepaid consulting fees and expenses, cash of
$21,764 and $16,254 of other assets.

Total liabilities for the oil and gas segment for the six months ended June 30,
2008 consist of $418,529 of accounts payable compared to $49,602 in 2007. The
increase was the result of increased production and growth of the oil and gas
segment at June 30, 2008. In addition, the oil and gas segment entered into a
long term lease liability of $265,350 in the first quarter 2008. Total
liabilities for the film segment at June 30, 2008 were $471,226 and are
relatively consistent with 2007.


                                       17


<page>

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

                                                                 June 30, 2008                        June 30, 2007
                            Segment Footnote             Film          Oil         Total        Film          Oil         Total
                                                      ---------     ---------    ---------    ---------    ---------    ---------
Revenues from external customers                      $      --     $  36,324    $  36,324    $      --    $  97,250    $  97,250
Cost of sales from external customers                        --       (36,788)     (36,788)          --      (63,505)     (63,505)
                                                      ---------     ---------    ---------    ---------    ---------    ---------
Gross profit from external customers                         --          (464)        (464)          --       33,745       33,745

Depreciation & amortization                             (55,592)      (29,106)     (84,698)     (55,592)      (1,365)     (56,957)
Other operating, general & administrative expenses       (6,320)     (619,239)    (625,559)     (22,429)    (676,268)    (698,696)
                                                      ---------     ---------    ---------    ---------    ---------    ---------
  Segment Operating Loss                              $ (61,912)    $(648,809)   $(710,721)   $ (78,021)   $(643,888)   $(721,909)
                                                      =========     =========    =========    =========    =========    =========


                                                  June 30, 2008   June 30, 2007
Reconciliation:
Total gross revenues (loss) for reportable
segments                                           $      (464)     $    33,745
Other revenues                                              --               --
Elimination of intersegment revenues                        --               --
                                                   -----------      -----------
  Total Gross Revenues For Reportable Segments     $      (464)     $    33,745
                                                   ===========      ===========

Total profit or loss from reportable segments      $  (710,721)     $  (721,909)
Elimination of intersegment profits                         --
Unallocated amounts:
Corporate profit or loss                              (184,393)      (1,553,895)
                                                   -----------      -----------
  Operating Loss                                   $  (895,115)     $(2,275,803)
                                                   ===========      ===========

Assets
Total assets for oil segment                       $ 1,544,811      $   186,576
Total assets for film segment                          426,215          537,399
Corporate assets                                        86,483          832,897
Other unallocated amounts                                   --               --
                                                   -----------      -----------
  Consolidated Total Assets                        $ 2,057,510      $ 1,556,873
                                                   ===========      ===========
Liabilities
Accounts payable for oil segment                   $   418,529      $    49,602
Accounts payable for film segment                      147,772          146,040
Accrued payroll for oil segment                          8,452               --
Accrued payroll for film segment                       323,454          323,454
Accrued expenses for oil segment                        25,791           25,265
Accrued payroll corporate                              866,710          733,732
Lease liability for oil segment                        265,350               --
Secured liability for oil segment                       68,752               --
Notes payable & accrued interest oil segment           614,290               --
Notes payable & accrued interest corporate             598,811          839,828
Corporate liabilities                                  267,138          252,978
                                                   -----------      -----------
  Consolidated Total                               $ 3,605,050      $ 2,370,900
                                                   ===========      ===========

</TABLE>

                                       18


<page>


NOTE 15.  SUBSEQUENT EVENTS

On July 1, 2008, principal and interest totaling $500 was paid on a 5% note
payable to DuFort, our CEO, dated May 6, 2008 in the original principal amount
of $22,000. On July 8, 2008, DuFort, the Company's CEO, assigned $10,000
principal plus interest going forward to Cathy Persin, the Company's CFO.

On July 1, 2008, principal of $1,650 and interest of $350 was paid on a 10% note
payable dated October 15, 2007 to Hackett in the original principal amount of
$15,000.

On July 1, 2008, the maturity date of the Haggerty note dated February 3, 2007
in the original principal amount of $20,000 was extended to September 1, 2008.

Effective July 1, 2008, Voyager entered into a public relations service contract
with MLCJ Investments, Inc. for public relations, market analysis, marketing,
investor relations and broker relations for a six month term beginning July 1,
2008 for a total of $48,000 payable in monthly installments of cash of $6,500
and restricted common stock valued at $1,500.

On July 2, 2008, outstanding principal of $2,764 was paid on a 0% note payable
dated June 27, 2008 to DuFort, our CEO, which matured on the same date.


On July 10, 2008, Voyager Petroleum, Inc. and its wholly-owned subsidiary,
Monarch Petroleum, Inc., and BLN Capital Funding, LLC entered into a Consent to
Amend ("Amendment") the Accounts Receivable Purchase, Inventory, Purchase Order
and General Security Agreement (the "Receivable Agreement") executed on June 5,
2008 to finance the Company's Detroit operations. Under the terms of the
Amendment, investment and real property and the patents and related film
technology of Silicon Film Technologies, Inc., a subsidiary of Voyager
Petroleum, Inc., were excluded as collateral under the Receivable Agreement. In
addition, the terms provided that the Amendment was effective June 5, 2008.

On July 15, 2008 principal of $1,855 and interest of $3,145 was paid on a 10%
note dated March 19, 2007 in the original principal amount of $23,646 to P.
Byrne.

On July 28, 2008, the Company issued a 5% $25,000 note payable to DuFort which
is due on demand.

On August 4, 2008, the outstanding principal of $35,000 of a note dated February
20, 2007 was paid to BLN Capital.

On August 5, 2008, Monarch borrowed $100,000 against the BLN AR/Inv/PO agreement
which was sent directly to a supplier of anti-freeze which is being used to
fulfill a purchase order for product to be manufactured out of a third-party
facility. In addition, in July and August, 2008, the outstanding balance under
the agreement was offset by $56,752.

                                       19


<page>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

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

OVERVIEW

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

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

RECENT DEVELOPMENTS

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

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

On June 5, 2008, the Company and its wholly-owned subsidiary Monarch Petroleum,
Inc., (the "Monarch") and BLN Capital Funding, LLC("BLN") entered into an
Accounts Receivable Purchase, Inventory, Purchase Order and General Security
Agreement (the "Receivable Agreement") to finance Monarch's Detroit operations.
The Receivable Agreement has an initial term of one year and may be terminated
by either party upon ninety-days written notice. Under the terms of the
Agreement, Monarch assigned all of its present and future receivables to BLN. In
consideration for such assignment, the maximum amount which Monarch can borrow
under the Receivable Agreement shall not exceed 85% of the aggregate amount of
receivables, 50% of inventory and finished goods and 80% of purchase orders. The
aggregate principal amount which may be borrowed under the Receivable Agreement
cannot exceed $1,000,000 without BLN's prior written consent with sub-limits on
purchase order advances and inventory advances of $200,000 and $250,000,
respectively.

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


                                       20

<page>


CRITICAL ACCOUNTING POLICIES

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

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

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

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

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

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


                                       21

<page>



Management periodically reviews the carrying value of acquired intangible assets
that are being amortized to determine whether impairment may exist. The Company
considers relevant cash flow and profitability information, including estimated
future operating results, trends and other available information, in assessing
whether the carrying value of intangible assets being amortized can be
recovered. If the Company determines that the carrying value of intangible
assets will not be recovered from the undiscounted future cash flows of the
acquired business, the Company considers the carrying value of such intangible
assts as impaired and reduces them by a charge to operations in the amount of
the impairment. An impairment charge is measured as any deficiency in the amount
of estimated undiscounted future cash flows of the acquired business available
to recover the carrying value related to the intangible assets that are being
amortized. No impairment losses were recorded in the three or six months ending
June 30, 2008. An impairment loss of $135,275 was recorded for the loss of one
patent on March 31, 2006.

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

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

RESULTS OF OPERATIONS

Three months ended June 30, 2008 and 2007.
<TABLE>
<S>       <C>
                                                  June 30,        June 30,
                                                   2008             2007           $ Change          % Change
                                                -----------      -----------      -----------      -----------
Revenues                                        $    36,324      $    48,290      $   (11,966)           (25%)
Cost of Revenues                                    (33,141)         (27,505)          (5,636)            20%
                                                -----------      -----------      -----------      -----------
Gross Profit (Loss)                                   3,183           20,785          (17,602)           (85%)
Operating, General and Administrative Costs        (388,486)      (1,583,515)      (1,195,029)           (75%)
                                                -----------      -----------      -----------      -----------
Net Operating Loss                              $  (385,303)     $(1,562,730)     $ 1,177,427            (75%)
                                                ===========      ===========      ===========      ===========
</TABLE>

In the three months ended June 30, 2008, we experienced a decrease in revenues
of 25% or $11,966 from June 30, 2007. Sales of petroleum-based products
decreased due to a calculated management decision to concentrate all of its
efforts and the Company's resources into the renovation of the Detroit facility
and forego manufacturing out of third-party facilities. The facility began
generating revenues during the later half of the second quarter of 2008. There
has been no established financial history or trend that has given rise to any
periodic material change.

Our operating, general and administrative costs decreased by 75% or $1,195,030.
This is primarily due to a decrease in payroll expense ($62,676) as a result of
lack of in-house staff in the three months ended June 30, 2008, professional
fees ($1,131,213), offset by depreciation expense ($13,618) attributed to
increased fixed assets. Professional fees of $136,347 for the three months ended
June 30, 2008 consisted primarily of accounting and Sarbanes-Oxley consulting of
$75,832, legal services of $35,827 and consulting fees of $18,206. All other
expenses stayed relatively the same.

Six months ended June 30, 2008 and 2007.
<TABLE>
<CAPTION>
<S>     <C>

                                                  June 30,        June 30,
                                                   2008             2007            $ Change        % Change
                                                -----------      -----------      -----------      -----------
Revenues                                        $    36,324      $    97,250      $   (60,926)           (63%)
Cost of Revenues                                    (36,788)         (63,505)          26,717            (42%)
                                                -----------      -----------      -----------      -----------
Gross Profit                                           (464)          33,745          (34,209)          (101%)
Operating, General and Administrative Costs        (894,651)      (2,309,547)      (1,414,896)           (61%)
                                                -----------      -----------      -----------      -----------
Net Operating Loss                              $  (895,115)     $(2,275,802      $ 1,380,687            (61%)
                                                ===========      ===========      ===========      ===========
</TABLE>


                                       22

<page>


In the six months ended June 30, 2008, we experienced a decrease in revenues of
63% or $60,926 from June 30, 2007. Sales of petroleum-based products decreased
due to a calculated management decision to concentrate all of its efforts and
the Company's resources into the renovation of the Detroit facility and forego
manufacturing out of third-party facilities. The facility began generating
revenues during the later half of the second quarter of 2008. There has been no
established financial history or trend that has given rise to any periodic
material change.

Our operating, general and administrative costs decreased by 61% or $1,414,897.
This is primarily due to a decrease in payroll expense ($188,526) as a result of
lack of in-house staff in the six months ended June 30, 2008, professional fees
($1,225,563), offset by depreciation expense (26,566) as a result of increased
fixed assets. Professional fees of $384,945 for the six months ended June 30,
3008 consisted primarily of accounting and Sarbanes-Oxley consulting of
$127,115, legal of $103,623 and consulting fees of $140,162. All other expenses
stayed relatively the same.

Manufacturing

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

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

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

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

The Company is continuing to make adjustments as necessary at its Detroit
facility and still intends to add some additional equipment to maximize speed
and efficiency as well as to continue to upgrade the facility.


                                       23

<page>

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

                                         June 30,   December 31,
                                           2008         2007       $ Change      % Change
                                        ----------   ----------   ----------    ----------
Cash                                    $   21,764   $   14,976   $    6,788          45%
Accounts Receivable                     $    2,170   $   25,433   $  (23,263)        (91%)
Inventory                               $   78,568   $   83,918   $   (5,350)         (6%)
Accounts Payable and Accrued Expenses   $2,088,515   $1,797,602   $  290,913          16%
Notes Payables                          $1,182,432   $  464,141   $  718,291         155%
Proceeds from Common Stock
  and Subscribed Common Stock           $  113,080   $  257,108   $ (144,028)        (56%)
</TABLE>

At June 30, 2008, we have current assets of $170,899 and current liabilities of
$3,411,700. As a result, we have a working capital deficit of $3,240,801 at June
30, 2008. Our working capital deficit means that we do not have sufficient
current assets to satisfy all of our current liabilities. Our current
liabilities consist of accounts payable of $818,588, accrued expenses of
$1,239,259, accrued interest of $30,669, current notes payable of $1,182,432,
lease liability of $72,000, and a secured liability of $68,752.

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

As we ceased manufacturing during the first quarter of 2008 to concentrate our
efforts and resources to the renovation of the Detroit facility, our accounts
receivable decreased to $2,170 at June 30, 2008 as compared to $25,433 at
December 31, 2007. Our inventory, decreased from $83,918 at December 31, 2007 to
$78,658 at June 30, 2008 as we began to increase processing of reclaimed used
oil. We intend to increase sales in the third quarter of 2008 as we attain
higher operational status at the Detroit facility.

Notes payable increased by 155% from $464,141 at December 31, 2007 to $1,182,432
at June 30, 2008 as a result of increased debt to purchase the Detroit facility
and to sustain the operations of the Company.

Proceeds from the sale of common stock and common stock purchased but not yet
issued decreased by 56% or $144,028 in the six months ended June 30, 2008 as the
Company is attempting to focus on debt versus equity financing.

Cash on hand increased by 45% from $14,976 at December 31, 2007 to $21,764 at
June 30, 2008 due to increased debt financing.

We will continue to need additional cash during the following twelve months to
satisfy current liabilities of $3,411,700, specifically, the payment of notes
payable which will mature and some past due accounts payable. These needs will
coincide with the cash demands resulting from our general operations and planned
expansion. Management believes that the demand for its products is strong. We
intend to promote our environmentally conscious methods for processing reclaimed
used oil as a service to manufacturers and distributors. We will continue to
sell a variety of oils, anti-freeze, and petroleum-based air fresheners. The
Detroit facility, when fully operational, is anticipated to be able to meet this
demand. We need the ability to purchase raw materials, primarily oil,
anti-freeze and additives, as well as packaging and shipping materials once our
packaging operations begin.

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

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<page>


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

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to Small Business filers.

ITEM 4T. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Based on the management's evaluation (with the participation of our President
and Chief Financial Officer), our President and Chief Financial Officer has
concluded that as of June 30, 2008, our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange of 1934
(the "Exchange Act") are effective to provide reasonable assurance that the
information required to be disclosed in this quarterly report on Form 10-Q is
recorded, processed, summarized and reported within the time period specified in
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to the Company's management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow for
timely decisions regarding required disclosure.

(b) Internal control over financial reporting Management's quarterly report on
internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
intended to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with U.S. GAAP. Our internal control over financial reporting should
include those policies and procedures that:

(0) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets;

(0) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with applicable GAAP,
and that receipts and expenditures are being made only in accordance with
authorizations of management and the Board of Directors; and

(0) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Under the supervision and with the participation of our management, our Chief
Executive Officer and Chief Financial Officer; we have evaluated the
effectiveness of our internal control over financial reporting and preparation
of our quarterly financial statements as of June 30, 2008 and believe they are
effective. While we believe the present control design and procedures are
effective, future events affecting our business may cause the Company to modify
its controls and procedures.

Attestation report of the registered public accounting firm

This quarterly report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this quarterly report.

Changes in Internal Controls

Based on the evaluation as of June 30, 2008, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms. There were no changes in our internal controls or
in other factors that could affect these controls during our last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal controls over financial reporting. The Company has undertaken to
strengthen its internal controls to increase dialogue between its executive
officers, external accounting department's executives and independent auditor to
foster greater communication between these individuals in the overall
administration of the Company's Sarbanes-Oxley program.



                                       25


<page>


PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On August 5, 2008, THI, Inc. filed suit against Voyager Petroleum in District
Court of Arapahoe County, Colorado alleging breach of contract for failing to
make payments in accordance with the terms of a promissory note dated October
15, 2007. THI, Inc. seeks full payment of the outstanding principal amount, plus
pre and post judgment interest, reasonable costs and attorney's fees. As of the
date of this filing, the outstanding principal amount of the note is $187,715.

ITEM 1A. RISK FACTORS

Not applicable.

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

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

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

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

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

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

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

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

In April, 2008, the Company sold 2,850,000 shares of restricted common stock to
unaffiliated third parties pursuant to the terms of securities purchase
agreements at $0.02 per share for a total purchase price of $57,000. Pursuant to
the terms of these securities purchase agreements, the Company granted warrants
to the buyers upon the receipt of funds to purchase up to the same amount of
shares purchased of restricted common stock of the Company at an exercise price
of $0.05 per share which are exercisable from the date the funds are received
for a period of 30 months thereafter.

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

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

                                       26

<page>


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

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

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

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

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

Pursuant to a payoff agreement dated June 2, 2008, the Company issued, on June
2, 2008, 4,000,000 shares of unrestricted common stock to THI, Inc. upon
conversion of $46,000 of the principal balance of a Cornell Capital and Trey
Resources convertible debenture at $0.0115 per share.

On June 30, 2008, the Company issued 100,000 shares of unrestricted common stock
to an unaffiliated third party for services rendered at $0.19 per share for a
total of $1,900.

On June 30, 2008, the Company issued 2,500,000 shares of unrestricted common
stock to an unaffiliated third party for services rendered at $0.021 per share
for a total of $51,250.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

As of the date of this filing, promissory notes payable to Deacon Enterprises
and Thi, Inc. with outstanding principal balances in the amount of $600,000 and
$187,715, respectively, are in default. The Company is in discussions with
Deacon Enterprises in an attempt to re-negotiate or settle the debt. See Item 1
above.

ITEM 4. - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5. - OTHER INFORMATION

None.

ITEM 6. - EXHIBITS.

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

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


                                       27

<page>


                                   SIGNATURES

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

                                        VOYAGER PETROLEUM, INC.



DATED:  August 19, 2008                     BY:  /s/ Sebastien C. DuFort
                                                ----------------------------
                                                Sebastien C. Dufort, President
                                                Chief Executive Officer
                                                (Principal Executive Officer)



DATED:  August 19, 2008                     BY:  /s/ Cathy A. Persin
                                                --------------------------------
                                                Cathy A. Persin
                                                Chief Financial Officer
                                                (Principal Accounting Officer)




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