<PAGE>



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

                                  FORM 10-QSB/A
                                (Amendment No. 2)

                                   (Mark One)

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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007.

                                       OR

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

                         COMMISSION FILE NUMBER 0-32737

                    VOYAGER PETROLEUM, INC. AND SUBSIDIARIES

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


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


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


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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS


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


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


<PAGE>



                                EXPLANATORY NOTE

The purpose of this second amendment to the Form 10-QSB for the three months
ending September 30, 2007 is to modify the first amendment to the Form 10-QSB
for the three months ending September 30, 2007 as it was filed on October 6,
2008, by removing financial data and other information for the three months
ending March 31, 2008 and June 30, 2007, respectively, which was inadvertently
incorporated therein and adding signatures in compliance with the Securities
Exchange Act of 1934.

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

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

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

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

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


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

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


<PAGE>

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

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

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

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

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

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

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


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




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

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

<PAGE>



                               TABLE OF CONTENTS


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

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





<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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







<PAGE>


<TABLE>
<S>            <C>

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


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

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

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

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

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

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




                See accompanying Notes to these Condensed Consolidated Financial Statements.


                                                     2

<PAGE>


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


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

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

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

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

Non-operating income (expense):

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

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

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

                   See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                           3

<PAGE>


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

                         Preferred Stock Series A       Common Stock                                      Deficit
                                                                                                        accumulated
                                                                                          Additional    during the
                           Number of      Par       Number of       Par      Subscribed    Paid in      development
                            Shares       0.001       Shares       $0.001        Stock      Capital         stage          Total
                          ----------   ---------  -----------   ----------   ----------  ------------   ------------   ------------
Balance at
  December 31, 2005        1,000,000   $   1,000   15,170,544   $   15,171   $       --  $  3,590,910   $ (6,664,423)  $ (3,057,342)

Common stock issued
  for cash                        --          --   27,594,306       27,594           --     1,513,920             --      1,541,514

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                            See accompanying Notes to these Condensed Consolidated Financial Statements

                                                                4

<PAGE>


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

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

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

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

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



                  See accompanying Notes to these Condensed Consolidated Financial Statements.

                                                       5

<PAGE>


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

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

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

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

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

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




                 See accompanying Notes to these Condensed Consolidated Financial Statements

                                                      6
</TABLE>

<PAGE>


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

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

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

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


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

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

Reclassifications

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


NOTE 2. CRITICAL ACCOUNTING POLICIES

Inventory
---------

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

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

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



<PAGE>


NOTE 3.  CORRECTION OF AN ERROR

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

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

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

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

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

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

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



<PAGE>

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

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

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

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

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

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

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

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


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




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

</TABLE>



<PAGE>

NOTE 4. GOING CONCERN AND MANAGEMENT'S PLANS

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

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


                                       7


<PAGE>


NOTE 5. COMMITMENTS AND CONTINGENCIES

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

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

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

Also as noted in Note 5 of these financial statements.

NOTE 6. PROPERTY AND EQUIPMENT

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

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


                                       8


<PAGE>


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

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


NOTE 7. TRADEMARKS


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


NOTE 8. CONVERTIBLE DEBENTURES


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

On December 15, 2004, Cornell Capital assigned one-half or $325,000 of the
issued debentures to date plus accrued but unpaid interest on a pro rata basis
to Trey Resources, Inc. ("Trey Resources"), a Delaware corporation. On March 8,
2005, Voyager Petroleum consented to the assignment whereupon Cornell Capital
terminated the original debentures and, concurrently, the Company issued a total
of four new debentures to Cornell Capital and Trey Resources, each, in the
amount of one-half of the originally issued debentures. Voyager Petroleum also
issued additional three-year 5% convertible debentures, effective March 8, 2005,
to Cornell Capital in the amount of $17,387 and to Trey Resources in the amount
of $3,695 which represent all interest earned pro rata on the original four
debentures up to termination. All of these debentures mature on March 8, 2008.
The terms, except as indicated above, are identical to those originally issued.

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

                                       9


<PAGE>


Conversion of Debt to Equity and Debt Redemption:

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

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

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

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

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

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

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

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

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

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

                                       10


<PAGE>


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

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


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


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

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


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

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


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

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


                                       11


<PAGE>


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

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

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

<TABLE>
<S>            <C>


NOTE 9. NOTES PAYABLE


Notes payable consists of the following:

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

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

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

          5%        debentures payable to Cornell Capital,
                    principal and interest due March 8, 2008
                    convertible into shares of common stock at
                    price equal to lesser of (i) 150% of the
                    initial bid price of the common stock as
                    submitted by a market maker and approved by
                    the National Association of Securities Dealers
                    or (ii) 50% of the lowest closing bid price
                    for the 5 trading days immediately preceding
                    the conversion date. Reclassified from
                    long-term to short-term debt.                                  109,207                      --

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

                                       12


<PAGE>


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

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

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

          12%       note payable to Hemmel, principal and interest
                    due June 30, 2006, convertible into common
                    stock after company's listing on public market
                    for 90 days at a 25% discount to the average
                    closing bid price for 30 trading days
                    preceding the conversion date. Hemmel was
                    repaid interest of $5,784 in 2005 and $100 of
                    the original principal balance of $50,000 and
                    interest of $4,505 in 2006.  Principal of
                    $49,900 and interest of $3,051 was paid in
                    cash and stock as of April 4, 2007; 41,667
                    shares of common stock was issued in
                    consideration for $49,900 pursuant to a
                    Conversion Agreement                                                --                  49,900

          12%       note payable to Nolan, principal and interest
                    due April 30, 2006, convertible into common
                    stock after company's listing on a public
                    market for 90 days at a 25% discount to the
                    average closing bid price for 30 trading days
                    preceding the conversion date. Nolan was
                    repaid $10,978 principal of the original
                    principal balance of $50,000 and $5,522
                    interest in 2006. Principal of $33,542 and
                    interest of $727.82 were converted into
                    1,038,489 shares of common stock on January
                    17, 2007.                                                           --                  33,542


                                       13


<PAGE>


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

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

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


NOTE 10. OPTIONS AND WARRANTS


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       14

<PAGE>



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

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

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


NOTE 11. SUBSEQUENT EVENTS

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


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

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

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

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

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

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

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

                                       15

<PAGE>


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

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

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



                                       16







<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

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

RECENT DEVELOPMENTS

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

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

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

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

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


                                       17

<PAGE>


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

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

CRITICAL ACCOUNTING POLICIES

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

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

INTANGIBLE ASSETS

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

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

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


                                       18

<PAGE>


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

Results of operations consist of the following:


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


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


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

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

Results of operations consist of the following:

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


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


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



                                       19

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

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

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


ITEM 3. CONTROLS AND PROCEDURES.


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

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

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

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




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<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding.

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

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

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

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

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

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

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

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

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

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

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

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

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


ITEM 5 - OTHER INFORMATION

None.

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<PAGE>


ITEM 6 - EXHIBITS.

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

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


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

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

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

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

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


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<PAGE>


                                   SIGNATURES

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

                                     VOYAGER PETROLEUM, INC. AND SUBSIDIARIES





DATED: October 8, 2008                 BY: /s/ Sebastien C. DuFort
                                       ---------------------------------
                                             SEBASTIEN C. DUFORT, PRESIDENT
                                             CHIEF EXECUTIVE OFFICER
                                             (PRINCIPAL EXECUTIVE OFFICER)



DATED: October 8, 2008                 BY: /s/ Cathy A. Persin
                                       ---------------------------------
                                             CATHY A. PERSIN
                                             CHIEF FINANCIAL OFFICER
                                             (PRINCIPAL FINANCIAL OFFICER)



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