PAGE>

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

                                  FORM 10-QSB

(X)      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 2007

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

                         COMMISSION FILE NUMBER 0-32737

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

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

       123 E. Hinsdale Avenue-Suite 102A, Hinsdale, IL 60521      (630)325-7130
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices, including Registrant's zip code
                              and telephone number)

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

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

The number of shares of the registrant's common stock as of March 31, 2007:
85,522,244 shares.

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




<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements                                               F-2

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations                    25

Item 3.  Controls and Procedures                                             29

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   30

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         30

Item 3.  Defaults Upon Senior Securities                                     32

Item 4.  Submission of Matters to a Vote of Security Holders.                32

Item 5.  Other Information                                                   32

Item 6.
     (a) Exhibits                                                            32
     (b) Reports on 8-K During the Quarter                                   33

SIGNATURES AND CERTIFICATES                                                  33




<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

                                                                           PAGE

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

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

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

Consolidated Statements of Cash Flows.......................................F-6

Notes to Consolidated Financial Statements..................................F-8


                                      F-1






<PAGE>
<TABLE>

                                 VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                                      (FORMERLY VOYAGER ONE, INC.)
                                     (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------------

                                                                            March 31,     December 31,
                                                                              2007            2006
                                                                           -----------     -----------
<S>                                                                <C>             <C>
                                             ASSETS
Current assets:
    Cash                                                                         2,392     $        --
                                                                           -----------     -----------
Other current assets:
    Accounts receivable                                                         37,080          20,328
    Other receivables                                                           50,000          50,000
    Inventory asset                                                                432              --
    Expense advance                                                                 --          48,543
    Prepaid expenses                                                             9,500           9,500
    Prepaid consulting agreements                                              362,709         428,763
                                                                           -----------     -----------
    Total current assets                                                       462,113         557,134
                                                                           -----------     -----------
Property and equipment, net                                                         --              --
                                                                           -----------     -----------
Other assets
    Deposit                                                                     45,247           7,186
    Domain name                                                                     --           8,867
    Deferred financing costs, net                                               18,815          45,835
    Patents, net                                                               565,195         592,991
                                                                           -----------     -----------
    Total other assets                                                         629,257         654,879
                                                                           -----------     -----------
    Total assets                                                             1,091,370     $ 1,212,013
                                                                           ===========     ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                                       $   357,320     $   395,148
    Accrued expenses                                                         1,201,913       1,245,590
    Accrued interest                                                           100,157          92,186
    Notes payable                                                              481,047         247,742
                                                                           -----------     -----------
     Total current liabilities                                               2,140,437       1,980,666
                                                                           -----------     -----------

Long term note payable                                                         450,000         855,183
                                                                           -----------     -----------
     Total long term liabilities                                               450,000         855,183

Commitments                                                                         --              --`

Stockholders' equity (deficit):
    Preferred Stock Series A, par value $.001, 5,000,000
      shares authorized, 1,000,000 shares
      issued and outstanding at March 31, 2007
      and at December 31, 2006, respectively                                     1,000           1,000
    Common Stock, par value $.001, 200,000,000
      shares authorized, 85,522,244 and 62,835,485
      shares issued and outstanding at March 31, 2007
      and December 31, 2006, respectively                                       85,522          62,835
    Subscribed common stock                                                      4,783              --
    Additional paid in capital                                               7,378,804       6,526,043
    Deficit accumulated during development stage                            (8,969,176)     (8,213,714)
                                                                           -----------     -----------
     Total stockholders' equity (deficit)                                   (1,499,067)     (1,623,836)
                                                                           -----------     -----------
     Total liabilities and stockholders'
      equity (deficit)                                                       1,091,370     $ 1,212,013
                                                                           ===========     ===========

                             See accompanying notes to financial statements

                                                  F-2


<PAGE>

                           VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                                (FORMERLY VOYAGER ONE, INC.)
                               (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND MARCH 31, 2006 AND
              CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                        (UNAUDITED)
------------------------------------------------------------------------------------------
                                                                              Cumulative
                                                                              amount from
                                              For the three months ended       inception
                                            ------------------------------      June 28,
                                                                              2002)through
                                              March 31,       March 31,        March 31,
                                                2007             2006             2007
                                            ------------     ------------     ------------

Income
 Sales                                      $     48,960     $         --     $     69,288
 Cost of goods sold
                                                 (36,000)              --          (54,425)
                                            ------------     ------------     ------------
 Gross profit                               $     12,960               --     $     14,863

Operating expenses
 Amortization                               $     27,796     $     47,107     $    667,589
 Automobile expense                                1,565               --           39,312
 Bank service charges                                538               21            8,215
 Depreciation                                         --              775           22,337
 Dues and subscriptions                               --               --              166
 Equipment rental                                     --               --          183,079
 Licenses and permits                              6,816            1,621          250,252
 Insurance                                        16,378           11,704          169,486
 Engineering and office supplies                   5,743              627           24,065
 Financing Expense                                15,409               --           37,354
 Freight                                             370               --              370
 Postage and delivery                                275            1,193           20,532
 Product development                                  --               --          156,927
 Consulting and accounting                       342,947           25,175        1,500,877
 Legal fees                                       34,001           17,370          471,040
 Payroll and payroll taxes                       242,701           66,710        2,244,677
 Reference materials                               1,237               --            1,744
 Rent                                             16,800            3,600          177,371
 Relocation expense                                   --               --           11,819
 Reimbursable expense                                 --               --            3,753
 Repairs and maintenance                           3,126               60           15,688
 Marketing supplies                                   --               --            6,595
 Communication and internet                        3,870            1,853           81,877
 Travel and entertainment                          5,929            2,043           99,241
 Utilities                                           334              306           16,331
 Miscellaneous                                       197              165            2,239
                                            ------------     ------------     ------------
Total operating expenses and loss from
  operations                                     713,072          180,330        6,198,073
Impairment charges related to intangible
  assets                                              --          135,275          135,275
Interest expense                                  42,390           47,718        2,426,366
Gain on cancellation of financing fees                --               --         (172,044)
Gain on sale of equipment                             --          (26,565)         (26,565)
Loss on abandonment of assets                         --               --           10,663
Option and warrant expense                            --               --          397,408
                                            ------------     ------------     ------------
Net loss before income taxes                    (755,462)        (336,758)      (8,969,176)
Provision for income taxes                            --               --               --
                                            ------------     ------------     ------------
Net loss                                    $   (755,462)    $   (336,758)    $ (8,969,176)
                                            ============     ============     ============
Loss per share (basic and
  diluted)                                  $      (0.01)    $      (0.02)
                                            ============     ============
Weighted average number of shares
  outstanding (basic and diluted)             76,653,080       18,113,976
                                            ============     ============

                       See accompanying notes to financial statements

                                            F-3



<PAGE>
                                              VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                                                   (FORMERLY VOYAGER ONC, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                     FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
---------------------------------------------------------------------------------------------------------------------------------
                                    Preferred Stock
                                       Series A               Common Stock
                              ---------------------- ------------------------
                                                                                                         Deficit
                                                                                                       accumulated
                                             Par                    Par value                             during          Total
                                Number of   value     Number of      $0.001   Subscribed   Paid in     development   Stockholders'
                                 shares     $0.001      shares      per share   stock      capital        stage     equity (deficit)
                              ------------ --------- ------------  ---------- ---------- ------------  ------------  --------------
Balance at inception (June
  28, 2002)                            --  $     --           --   $      --  $      --  $        --   $        --   $          --
Issuance of common
 stock for professional
 services                              --        --          200          --         --        1,000            --           1,000
Net loss during the period             --        --           --          --         --           --        (1,000)         (1,000)
                              ------------ --------- ------------  ---------- ---------- ------------  ------------  --------------
Balance at December 31, 2002           --        --          200          --         --        1,000        (1,000)             --

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

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

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

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

Common stock issued in
 connection with financing             --        --       22,504          23         --        5,602            --           5,625

Net loss                               --        --           --          --         --           --      (689,481)       (689,481)
                              ------------ --------- ------------  ---------- ---------- ------------  ------------  --------------
Balance at December  31, 2003   1,000,000     1,000   13,185,840      13,186         --    1,078,189      (690,481)        401,894

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

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

Reverse acquisition                    --        --      954,560         954         --      (34,758)           --         (33,804)

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

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

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

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

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

                                                              F-4


<PAGE>
                                              VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                                                   (FORMERLY VOYAGER ONE, INC.)
                                                   (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007 CONTINUED
---------------------------------------------------------------------------------------------------------------------------------
                                     Preferred Stock
                                        Series A               Common Stock
                               --------------------- ------------------------
                                                                                                        Deficit
                                                                                                      accumulated
                                               Par                 Par value                             during          Total
                                 Number of    value    Number of     $0.001   Subscribed   Paid in     development    Stockholders'
                                  shares     $0.001     shares      per share   stock      capital        stage     equity (deficit)
                               ------------ -------- ------------  ---------- ---------- ------------  ------------  ---------------
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
      (Unaudited)                1,000,000  $ 1,000   62,835,485   $  62,835  $      --  $ 6,526,043   $(8,213,714)  $  (1,623,836)
                               ============ ======== ============  ========== ========== ============  ============  ==============

Common stock issued for cash            --       --    8,379,000       8,379         --      248,729          --           257,108

Conversion of notes payable,
 financing fees and debentures
 into stock                             --       --    5,994,000       5,994         --      227,536          --           233,530

Common stock issued for payroll         --       --    2,780,759       2,781         --      166,963          --           169,744

Common stock issued for services        --       --    5,533,000       5,533         --      209,533          --           215,066

Subscribed common stock                 --       --           --          --      4,783           --          --             4,783

Net loss                                --       --           --          --         --           --      (755,462)       (755,462)
                               ------------ -------- ------------  ---------- ---------- ------------  ------------  --------------
Balance at March 31, 2007
      (Unaudited)                1,000,000  $ 1,000   85,522,244   $  85,522  $   4,783  $ 7,378,804   $(8,969,176)  $  (1,499,067)
                               ============ ======== ============  ========== ========== ============  ============  ==============

                                           See accompanying notes to financial statements

                                                               F-5



<PAGE>
                                VOYAGER PETROLUEM, INC. AND SUBSIDIARY
                                     (FORMERLY VOYAGER ONE, INC.)
                                    (A DEVELOPMENT STAGE COMPANY)
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                 AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                             (UNAUDITED)
----------------------------------------------------------------------------------------------------
                                                                                        Cumulative
                                                                                        amount from
                                                                                         inception
                                                        For the three   For the three    (June 28,
                                                        months ended     months ended   2002) through
                                                          March 31,       March 31,       March 31,
                                                            2007            2006             2007
                                                         -----------     -----------     -----------
Cash flows from operating activities:
Net loss                                                 $  (755,462)    $  (336,758)    $(8,969,176)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Impairment charges related to intangible assets                   --         135,275         136,408
Loss on asset abandonment                                         --              --           9,530
Issuance of common stock for payroll                         169,744              --         169,744
Issuance of common stock for services                        215,066              --         763,964
Issuance of options and warrants for services                     --              --         397,408
Issuance of common stock for financing                            --              --          38,208
Intrinsic value of beneficial conversion feature                  --              --       1,580,445
Conversion of notes payable and debentures into stock             --              --         105,126
Issuance of common stock for accrued interest                     --              --          13,601
Issuance of notes as payment accrued interest                     --              --          99,205
Gain on sale of assets                                            --           7,046           7,046
Notes payable-short term                                     233,305              --         233,305
Loans payable-long term                                     (405,183)             --        (405,183)
Changes in operating assets and liabilities:
 Accounts receivable                                         (16,752)        (31,513)        (37,080)
 Other receivables                                                --              --         (50,000)
 Accumulated amortization-deferred financing                  27,020              --          27,020
 Accumulated depreciation and amortization                    27,796          45,784         850,140
 Accounts payable                                            (30,703)          8,476         353,601
 Accrued liabilities                                         (43,677)         45,978         487,010
 Accrued interest                                              7,971         (33,191)        772,968
 Bank overdraft                                               (7,124)             --              --
 Deferred financing costs                                         --              --          23,201
 Deposits                                                    (38,062)             --         (53,649)
 Domain name                                                   8,867              --           8,867
 Expense advance                                              48,543              --              --
 Inventory                                                      (432)             --            (432)
 Imputed interest                                                 --              --          23,428
 Prepaid expenses                                                 --              --          (9,500)
 Prepaid consulting agreements                                66,054              --         100,441
                                                         -----------     -----------     -----------
Net cash provided by (used in) operating activities      $  (493,029)    $  (158,903)    $(3,324,354)
                                                         -----------     -----------     -----------
Cash flows from investing activities:
 Acquisition of property and equipment                            --              --         (53,533)
 Acquisition of patents                                           --              --        (465,922)
 Sale of fixed assets                                             --          16,718          16,718
 Acquisition of domain name                                       --              --         (10,000)
                                                         -----------     -----------     -----------
Net cash provided by (used in) investing activities               --          16,718        (512,737)
                                                         -----------     -----------     -----------
Cash flows from financing activities:
 Cancellation of financing fees                                   --              --        (172,044)
 Recapitalization                                                 --              --         (33,804)
 Issuance of common stock for cash                           257,108         112,099       2,098,622
 Conversion of notes to common stock                         233,530              --      (1,212,563)
 Issuance of notes payable                                        --          25,000       3,537,785
 Payments on notes payable                                        --              --        (383,296)
 Common stock subscribed                                       4,783              --           4,783
                                                         -----------     -----------     -----------
Net cash provided by (used in) financing activities          495,421         137,099       3,839,483
                                                         -----------     -----------     -----------

Net increase (decrease) in cash                                2,392          (5,086)          2,392

Cash, beginning of period                                         --           6,195              --
                                                         -----------     -----------     -----------
Cash, end of period                                      $     2,392     $     1,109     $     2,392
                                                         ===========     ===========     ===========


                                                 F-6



<PAGE>
                                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                                          (FORMERLY VOYAGER ONE, INC.)
                                          (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
                      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007 (continued)
                                                   (UNAUDITED)
----------------------------------------------------------------------------------------------------------------

                                                                                                   Cumulative
                                                                                                  amount from
                                                                                                   inception
                                                                 For the three   For the three       (June 28,
                                                                 months ended    months ended    2002) through
                                                                   March 31,       March 31,         March 31,
                                                                     2007            2006             2007
                                                                 ------------    -------------    -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                                                   $        --     $        --      $   18,122
                                                                 ============    ============     ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS:
      Issuance of Voyager One, Inc. common stock                 $        --     $        --      $  (33,804)
                                                                 ============    ============     =============
      Issuance of 3,073,000 shares of
        common stock for patents acquired                        $        --     $        --      $  768,250
                                                                 ============    ============     =============

      Cancellation of debentures issued for financing fees       $        --     $        --      $ (750,000)
                                                                 ============    ============     =============
      Issuance of convertible debentures for financing fees      $        --     $        --      $  870,000
                                                                 ============    ============     =============
      Issuance of common stock for exercise of options           $        --     $        --      $  100,000
                                                                 ============    ============     =============
      Issuance of common stock for financing fees                $        --     $        --      $   38,208
                                                                 ============    ============     =============
      Issuance of common stock for notes and debentures          $    233,530    $   168,629      $1,679,623
                                                                 ============    ============     =============
      Issuance of common stock for payroll                       $    169,744             --         169,744
                                                                 ============    ============     =============
      Issuance of common stock for services                      $    215,066    $        --      $  356,786
                                                                 ============    ============     =============
      Issuance of options and warrants for services              $        --     $        --      $  397,408
                                                                 ============    ============     =============

                                     See accompanying notes to financial statements
</TABLE>
                                                           F-7



<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

1.       NATURE OF BUSINESS

         Voyager Petroleum, Inc.(formerly Voyager One, Inc.) conducts its
         operations through its wholly-owned subsidiary, Sovereign Oil, Inc.,
         ("Sovereign"), a wholly-owned subsidiary formed on March 23, 2007,
         which intends to manufacture and distribute petroleum-based products
         to the automotive and manufacturing aftermarket consistent with the
         Company's new strategic focus. Voyager is seeking to acquire
         middle-market companies that refine, blend and bottle private label
         motor oil and other petroleum-based products as well as acquire
         facilities to conduct like operations. Acquisition candidates will
         also include suppliers and distributors of these products. Management
         will 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.

         In keeping with the new business strategy, on October 2, 2006, the
         Board of Directors approved an amendment to the Company's articles of
         incorporation to change the name of the corporation from Voyager One,
         Inc. to Voyager Petroleum, Inc. A majority, 81%, of the shareholders
         approved the amendment on October 3, 2006 by written consent without a
         meeting of the shareholders pursuant to Nevada corporate law and the
         Company's bylaws. A Preliminary Information Statement and Definitive
         Information Statement were filed with the Securities and Exchange
         Commission on October 16, 2006 and November 1, 2006, respectively. The
         name change became effective on December 1, 2006.

         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 joint venture agreement
         with Applied Color Science so that Applied Color Science can proceed
         with, and bear the expense of, the research and development, testing,
         evaluation and deployment of the technology underlying its electronic
         film system. While the joint venture terminated in March, 2007, Voyager
         is in negotiations with Applied Color regarding possible alternative
         business transactions.

2.       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 that
         blend, bottle, 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.

                                       F-8


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDTIED)
--------------------------------------------------------------------------------

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

         USE OF ESTIMATES

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

         INTANGIBLE ASSETS

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

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

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

         INCOME TAXES

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

                                       F-9


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         PROPERTY AND EQUIPMENT

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

             Furniture and equipment                            5 years
             Leasehold improvements                             5 years

         As of March 31, 2007, the Company has no property and equipment.
         See note 5.

         STOCK BASED COMPENSATION

         EXERCISE OF STOCK OPTIONS AND EXCHANGE OF STOCK WARRANT

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

         On April 28, 2004, the Company also issued a warrant to CMI Capital,
         LLC, a financial consulting firm, for 666,666 post stock-split shares
         of its common stock at $0.25 per share exercisable after February 26,
         2005 with an expiration date of February 26, 2010. This warrant was
         cancelled on July 15, 2004. On the same date, Voyager Petroleum issued
         a warrant to CMI Capital, LLC, to purchase 666,666 shares of the
         Company's common stock at $0.25 per share exercisable on and after
         January 15, 2005. This warrant expires on January 15, 2010. The
         managers and principals of CMI Capital LLC, a limited liability
         corporation, are Gerry Martin and Greg Orlandella, each having an equal
         interest.

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

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

         As disclosed in Note 6, the Company issued 2,000,000 non-qualified
         options to an officer of the Company in August 2006. The stock option
         was valued on the date of grant. The weighted average fair value
         of each option was $0.09. The fair value of the options was
         measured using the Black-Scholes option pricing model. The model used
         the following assumptions: exercise price of $0.13, weighted average
         life of options of five years, risk free interest rate of 5.00%, and
         average dividend yield of 0.00%. The Company charged $279,081 to option
         and warrant expense during the year ended December 31, 2006.

                                      F-10


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         As disclosed in Note 6, the Company also issued 100,000 non-qualified
         stock options per month, from August through December, 2006, to a
         consultant pursuant to a written agreement. The stock options
         are valued on the date of grant. The weighted average fair
         value of each option was $0.09, $0.17, $0.09, $0.08 and $0.06
         respectively. The fair value of the options was measured using the
         Black-Scholes option pricing model. The model used the following
         assumptions: exercise price of $0.25 for all issuances; weighted
         average life of options of 10 years for August, 9.9 years for
         September and 9.8 years for October through December, 2006; risk
         free interest rates of 5.00% for all issuances, and average dividend
         yield of 0.00%. The Company charged $48,566 to option and warrant
         expense during the third quarter of 2006.

         As disclosed in Note 6, the Company issued 1,000,000 non-qualified
         stock options to an officer of the Company in October, 2006. The
         stock options were valued on the date of grant. The weighted
         average fair value of each option was $0.07. The fair value of the
         options was measured using the Black-Scholes option pricing model.
         The model used the following assumptions: exercise price of $0.07,
         weighted average life of options of five years, risk free interest
         rate of 5.00%, and average dividend yield of 0.00%. The Company
         charged $ 69,761 to option and warrant expense during the year ended
         December 31, 2006.

         On November 28, 2006, the Company's Board of Directors adopted the
         "2006 Non-employee Compensation Plan" ("the Plan"). A maximum amount of
         $2,500,000 shares can be granted under the Plan to outside consultants,
         professionals, and service providers for compensable services. On
         February 1, 2007, the Company's Board of Directors adopted the "Amended
         and Restated Non-Employee Plan" increasing the maximum amount to
         5,000,000 shares and also adopted the "2007 Employee Compensation
         Plan." The total number of shares which may be granted under the
         employee plan is 2,780,869 shares. All of the shares under both plans
         are valued at the closing bid price on the day preceding the grant and
         are registered on a Form S-8 registration statement. On February 1,
         2007, the Company issued 2,780,869 of the registered shares under the
         employee plan to officers which represented accrued back payroll valued
         at $75,083 based on the closing bid price of $0.027 for the preceding
         trading day. Each employee sold a portion of the shares and transferred
         the proceeds to the Company for payment of their respective state and
         federal tax liability. The Company issued a total of 4,643,197 shares
         as of the date of this filing under the non-employee plan for services
         rendered for legal, engineering and consulting services.

         IMPAIRMENT OF LONG-LIVED ASSETS

         Long-lived assets, such as property, plant, and equipment, and
         purchased intangibles subject to amortization, are reviewed for
         impairment whenever events or changes in circumstances indicate that
         the carrying amount of an asset may not be recoverable. Such events or
         circumstances include, but are not limited to, a significant decrease
         in the fair value of the underlying business, a significant decrease in
         the benefits realized from an acquired business, difficulties or delays
         in integrating the business or a significant change in the operations
         of an acquired business. Recoverability of assets to be held and used
         is measured by a comparison of the carrying amount of an asset to
         estimated undiscounted future cash flows expected to result from its
         use and eventual disposition. If the carrying amount of an asset
         exceeds its estimated future cash flows, an impairment charge is
         recognized for the amount by which the carrying value of the assets
         exceeds its fair value. If a readily determinable market price does not
         exist, fair value is estimated using discounted expected cash flows
         attributable to the assets. Assets to be disposed of are separately
         presented on the balance sheet and reported at the lower of their
         carrying amount or fair value less costs to sell, and are no longer
         depreciated. No impairment losses were recorded in the first quarter of
         2007. An impairment loss of $135,275 was recorded on March 31, 2006.

         NET LOSS PER SHARE

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

                                      F-11


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         FAIR VALUE OF FINANCIAL INSTRUMENTS

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

         RECLASSIFICATIONS

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

         NEW STANDARDS TO RECENT ACCOUNTING ANNOUNCEMENTS

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

         In February 2006, FASB issued SFAS No. 155, "Accounting for Certain
         Hybrid Financial Instruments". SFAS No. 155 amends SFAS No 133,
         "Accounting for Derivative Instruments and Hedging Activities", and
         SFAF No. 140, "Accounting for Transfers and Servicing of Financial
         Assets and Extinguishments of Liabilities". SFAS No. 155, permits fair
         value remeasurement for any hybrid financial instrument that contains
         an embedded derivative that otherwise would require bifurcation,
         clarifies which interest-only strips and principal-only strips are not
         subject to the requirements of SFAS No. 133, establishes a requirement
         to evaluate interest in securitized financial assets to identify
         interests that are freestanding derivatives or that are hybrid
         financial instruments that contain an embedded derivative requiring
         bifurcation, clarifies that concentrations of credit risk in the form
         of subordination are not embedded derivatives, and amends SFAS No. 140
         to eliminate the prohibition on the qualifying special-purpose entity
         from holding a derivative financial instrument that pertains to a
         beneficial interest other than another derivative financial instrument.
         This statement is effective for all financial instruments acquired or
         issued after the beginning of the Company's first fiscal year that
         begins after September 15, 2006. The adoption of SFAS No. 155 is not
         expected to have a material impact on the Company's results of
         operations or financial position.

         In June 2006, the FASB issued Interpretation No. 48, "Accounting for
         Uncertainty in Income Taxes - an interpretation of FASB Statement No.
         109" ("FIN 48") which prescribes a recognition threshold and
         measurement attribute, as well as criteria for subsequently
         recognizing, derecognizing and measuring uncertain tax positions for
         financial statement purposes. FIN 48 also requires expanded disclosure
         with respect to the uncertainty in income tax assets and liabilities.
         FIN 48 is effective for fiscal years beginning after December 15, 2006,
         which will be the Company's calendar year 2007, and is required to be
         recognized as a change in accounting principle through a
         cumulative-effect adjustment to retained earnings as of the beginning
         of the year of adoption. The adoption of FIN 48 is not expected to have
         a material impact on the Company's consolidated results of operations
         or financial position.

                                      F-12


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         In June 2006, the Financial Accounting Standards Board ("FASB")
         ratified the provisions of Emerging Issues Task Force ("EITF") Issue
         No. 06-3, "How Taxes Collected from Customers and Remitted to
         Governmental Authorities Should Be Presented in the Income Statement
         (That Is, Gross versus Net Presentation)." EITF Issue No. 06-3 requires
         that the presentation of taxes within revenue-producing transactions
         between a seller and a customer, including but not limited to sales,
         use, value added, and some excise taxes, should be on either a gross
         (included in revenue and cost) or a net (excluded from revenue) basis.
         In addition, for any such taxes that are reported on a gross basis, a
         company should disclose the amounts of those taxes in interim and
         annual financial statements for each period for which an income
         statement is presented if those amounts are significant. The disclosure
         of those taxes can be done on an aggregate basis. EITF Issue No. 06-3
         is effective for fiscal years beginning after December 15, 2006, which
         will be the Company's calendar year 2007. The adoption of EITF Issue
         No. 06-3 is not expected to have a material impact on the Company's
         results of operations or financial position.

         In September 2006, the Securities and Exchange Commission issued Staff
         Accounting Bulletin No.108 ("SAB No. 108"), "Considering the Effects of
         Prior Year Misstatements when Quantifying Current Year Misstatements".
         SAB No. 108 requires analysis of misstatements using both an income
         statement (rollover) approach and a balance sheet (iron curtain)
         approach in assessing materiality and provides for a one-time
         cumulative effect transition adjustment. SAB No. 108 is effective for
         the fiscal year beginning November 15, 2006. The adoption of SAB No.
         108 is not expected to have a material impact on the Company's results
         of operations or financial position.

         In March 2006, the FASB issued SFAS No. 156. This Statement amends FASB
         Statement No. 140, Accounting for Transfers and Servicing of Financial
         Assets and Extinguishments of Liabilities, with respect to the
         accounting for separately recognized servicing assets and servicing
         liabilities. This Statement is effective as of the beginning of its
         first fiscal year that begins after September 15, 2006.

4.       COMMITMENTS

         OPERATING LEASES

         On November 1, 2005, the Company moved its offices to 16 East Hinsdale
         Avenue, Hinsdale, Illinois 60521 which was subject to a one year lease
         at $1,200 per month and payment of the pro rata share of gas,
         electricity and maintenance. The Company entered into a month to month
         lease arrangement in order to fully analyze its overall growing needs
         as it changes its strategic focus to manufacture and distribute
         petroleum-based products. Total rent expense under this agreement was
         $3,600 for the three months ended March 31, 2007 and March 31, 2006,
         respectively.

         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. Rent expense
         under this agreement was $5,200 for the three months ended March 31,
         2007.

         The Company entered into a Purchase and Sale Agreement, effective
         January 19, 2007, with Deacon Enterprises, Inc., a Michigan
         corporation, for the purchase of a blending facility located in
         Detroit, Michigan. At the same time, a temporary access agreement
         with the current tenant became effective which allows the Company
         access to the premises only, from February 1, 2007 through March 31,
         2007. Effective April 1, 2007, the access agreement reverts to a
         sublease and Voyager will sublease the property until the earlier of
         August 1, 2007, the closing of the purchase of the facility with
         Deacon or termination of the purchase agreement subject to the
         earlier termination of the master lease Deacon has with the current
         leasee. The charge for access is and the rent will be $4,000 per
         month plus utilities, repairs, maintenance, taxes, assessments and
         insurance. The Company incurred an expense of $10,675 for the three
         months ended March 31, 2007. See Note 5.

                                      F-13


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         In 2004, the Company entered into four subleases with Quest
         Manufacturing, Inc. for computer and related equipment which extended
         through 2008. Under the agreements, the Company was required to make
         two upfront payments totaling $6,931 and monthly payments of $6,139
         through October 1, 2005, after which the monthly payments decreased to
         $5,792 upon the expiration of one sublease. The three remaining
         subleases were terminated effective December 1, 2005 pursuant to a
         termination agreement. Pursuant to the termination agreement, all
         further payments under the subleases were terminated. Quest agreed to
         allow Silicon Film and Voyager Petroleum the use of specified equipment
         through the original expiration dates of the subleases for the
         specified equipment except if Quest must, under the terms of the master
         leases, return the specified equipment for failure to comply with their
         terms. The remaining equipment under the subleases was returned to
         Quest Manufacturing. Total expense under the subleases for 2005 was
         $67,179 of which $24,555 was paid. The note for the outstanding balance
         was combined with other outstanding notes into a new note dated
         December 31, 2005 totaling $422,971 which was exchanged, pursuant to a
         securities purchase agreement, on April 28, 2006 for 6,507,249 shares
         of restricted common stock issued to Quest Manufacturing, Inc. at
         $0.065 per share.

         A one-year renewal license starting on March 5, 2005 for organizational
         software required payments totaling $7,470 in 2005. The balance from
         2004 of $9,426 was rolled over with the renewal fee requiring an
         upfront payment of $2,896 and the remainder of $14,000 was to be paid
         in four installments of $3,500, the last being in January, 2006. Total
         payments made in 2005 were $6,396. No payments were made for the three
         months ended March 31, 2007 and March 31, 2006. The license was not
         renewed in 2006 leaving an unpaid balance at March 31, 2007 of $10,500.
         This amount is included in accounts payable.

5.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following at:

                                                    March 31,       March 31,
                                                       2007           2006
                                                   ------------    ------------
         Furniture and equipment                   $        --     $        --
         Leasehold improvements                             --              --
                                                   ------------    ------------
                                                                            --
         Accumulated depreciation                           --              --
                                                   ------------    ------------
                                                            --     $        --
                                                   ============    ============

         The Company entered into a Purchase and Sale Agreement, effective
         January 19, 2007, with Deacon Enterprises, Inc., a Michigan
         corporation, for the purchase of a blending facility located in
         Detroit, Michigan. The total purchase price of $750,000, less a $35,000
         deposit held in escrow, is to be paid at closing which shall occur on
         or before the earlier of six months from the execution of the
         agreement, ten business days after expiration of a ninety day
         inspection period or sooner at Voyager's election. In addition to
         customary closing conditions, Voyager is obligated to obtain, at its
         own cost, a category S baseline environmental assessment (BEA) and due
         care plan before closing or within six months after the effective date
         which is to be filed with the Michigan Department of Environmental
         Quality. A BEA establishes the environmental condition of the property
         and pursuant to Michigan law must be completed within forty-five days
         of occupancy and, if not completed within that time frame, would
         subject Voyager to liability for any pre-existing conditions.

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

         Depreciation expense is $0.00 and $775 and for the three months ended
         March 31, 2007 and 2006, respectively.

                                      F-14



<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

6.       PATENT PURCHASE AND NOTE PAYABLE

         On February 1, 2003 the Company purchased patents, trademarks, and
         other intellectual property rights from Quest Manufacturing Inc., which
         is wholly owned by the Company's CEO, in exchange for a note payable
         for $390,000 with a stated interest rate of 6% due on December 31, 2004
         and the issuance of 15,365,000 shares of Class A Common Stock valued at
         $768,250. Additionally, the Company assumed an accounts payable of
         $75,922, payable to the patent attorney. On December 31, 2005, the note
         payable was renegotiated and the balance of $305,000 and accrued
         interest of $45,500 was consolidated with other outstanding notes due
         Quest Manufacturing, Inc. resulting in a long term note payable due
         December 31, 2008 with a principal balance of $427,767.77 and simple
         interest payable on the last calendar day of each month at the prime
         rate as published in the Wall Street Journal on the first business day
         of each month on the outstanding principal balance for each respective
         month until maturity. On April 28, 2006, the Company issued, pursuant
         to a securities purchase agreement, 6,507,249 shares of restricted
         common stock to Quest Manufacturing, Inc. at $0.065 per share totaling
         $422,971.19 in exchange for the retirement of this promissory note.

         The Company paid $1,234,172 for these patents which are being amortized
         over their expected remaining life of 9 years. Amortization expense
         charged to operations was $27,796 and $47,107 for three months ended
         March 31, 2007 and 2006 respectively.

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

                                                     March 31,      December 31,
                                                       2007            2006
                                                   ------------    ------------
         Patents                                   $ 1,234,172     $ 1,234,172
         Less: accumulated amortization            $  (533,702)       (505,906)
         Less: impairment loss recorded               (135,275)       (135,275)
                                                   ------------    ------------
                                                   $   565,195     $   592,991
                                                   ============    ============

7.       DEFERRED FINANCING COSTS AND IMPUTED INTEREST

         The company has paid certain financing fees associated with the
         debentures issued to Cornell Capital Partners, LP and note holders
         which are being amortized over the term of the debentures. On August 1,
         2006, Voyager redeemed a total of $21,582 of the principal amount of
         the debentures. The applicable percentage of the deferred financing
         cost of the amount redeemed was deducted from the unamortized amount as
         of September 30, 2006 and the remainder is amortized over the remaining
         term of the debentures.

         The components of the deferred financing costs are as follows at:
                                                     March 31,     December 31,
                                                       2007           2006
                                                   ------------    ------------
         Deferred financing costs                  $   116,466     $  116,466
         Less: accumulated amortization of fees        (97,651)       (70,361)
                                                   ------------    ------------
         Net deferred financing costs              $    18,815     $   45,835
                                                   ============    ============

                                        F-15



<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------
8.       INCOME TAXES

         The components of the deferred tax asset are as follows:

                                                    March 31,      December 31,
                                                      2007            2006
                                                   ------------    ------------
         Deferred tax assets:
             Net operating loss carry-forward      $ 2,376,000     $ 2,095,000
             Amortization                                                   --
             Temporary timing difference               961,000         961,000
                                                   ------------    ------------

                                                     3,337,000       3,056,000
         Less: valuation allowance                  (3,337,000)     (3,056,000)
                                                   ------------    ------------
         Net deferred tax assets                   $        --     $        --
                                                   ============    ============

         The Company had available approximately $7,967,000 and $6,267,000 in
         unused federal and state net operating loss carry-forwards at March 31,
         2007 and December 31, 2006, respectively, that may be applied against
         future taxable income. These net operating loss carry-forwards expire
         through 2026.

         SFAS No. 109 requires a valuation allowance to be recorded when it is
         more likely than not that some or all of the deferred tax assets will
         not be realized. At December 31, 2007 and December 31, 2006, valuation
         allowances for the full amount of the net deferred tax asset were
         established due to the uncertainties as to the amount of the taxable
         income that would be generated in future years.

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

                                                     March 31,     December 31,
                                                       2007            2006
                                                   ------------    ------------

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

9.       CAPITAL STOCK

         The authorized capital stock of the Company consists of 200,000,000
         shares of Common Stock at a par value of $0.001 and 5,000,000 shares of
         Series A Preferred Stock at a par value of $0.001. As of March 31, 2007
         and December 31, 2006, there were 85,522,244 and 62,835,485 shares of
         Common Stock outstanding, respectively and 1,000,000 and 1,000,000
         shares of Series A Preferred Stock outstanding at March 31, 2007 and
         December 31, 2006, respectively. Holders of Common Stock are entitled
         to one vote for each share held with no cumulative voting. Holders of
         Series A Preferred Stock are entitled to 100 votes. Each share of
         Series A Preferred Stock is convertible into one share of Common Stock
         at the discretion of the stockholder. The holders of Common and Series
         A Preferred Stock vote together as a single class. The Common Stock and
         Series A Preferred Stock have equal liquidation and dividend rights.

                                         F-16


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         EXERCISE OF STOCK OPTIONS AND EXCHANGE OF STOCK WARRANT

         On April 28, 2004, the Company issued stock options for 400,000 shares
         of post stock-split common stock at $0.25 per share to four key
         employees of the Company which expire in 2009. No vesting period was
         required. These stock options were exercised on January 12, 2006 and
         were paid with promissory notes due Voyager which were
         previously assigned from Quest Manufacturing, Inc. to each of the four
         key employees to be used as payment of the exercise of the options.

         On April 28, 2004, the Company also issued a warrant to CMI Capital,
         LLC, a financial consulting firm, for 666,666 post stock split shares
         of its common stock at $0.25 per share exercisable after February 26,
         2005 with an expiration date of February 26, 2010. This warrant was
         cancelled on July 15, 2004. On the same date, Voyager Petroleum issued
         a warrant to CMI Capital, LLC, to purchase 666,666 shares of the
         Company's common stock at $0.25 per share exercisable on and after
         January 15, 2005. This warrant expires on January 15, 2010. The
         managers and principals of CMI Capital LLC, a limited liability
         corporation, are Gerry Martin and Greg Orlandella, each having an equal
         interest.

         On the first day of each month from August through December 1, 2006,
         Voyager Petroleum issued non-qualified stock options to a consultant to
         purchase 100,000 shares, respectively, of the Company's common stock at
         $0.25 per share exercisable on and after the respective issuance dates
         up to July 12, 2016 pursuant to the terms of a consulting agreement
         dated July 12, 2006. The Company is to issue similar warrants through
         January 1, 2007 provided the contract is not terminated. The contract
         was terminated as of December 29, 2006.

         On August 29, 2006, Voyager Petroleum issued a non-qualified stock
         option to the Company's current Chief Financial Officer, who began
         employment on September 1, 2006, to purchase 2,000,000 shares of our
         common stock at an exercise price of $0.13 per share exercisable from
         the date of issuance to August 29, 2011.

         On October 31, 2006, Voyager Petroleum issued a non-qualified stock
         option to the Company's current Vice President of Supply Operations,
         who began employment on November 1, 2006, to purchase 1,000,000 shares
         of our common stock at an exercise price of $0.07 per share exercisable
         from the date of issuance to October 31, 2011.

         Neither the options issued in 2006 nor the warrants have been exercised
         as of March 31, 2007.

                                        F-17


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------
10.      CONVERTIBLE DEBENTURES

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

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

                                        F-18


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         Conversion of Debt to Equity and Debt Redemption:

         Cornell Capital converted or redeemed the principal balance of the
         debenture dated March 8, 2005 in the original principal amount of
         $150,000 as follows:

<TABLE>
                   Principal   Interest   Principal   Interest   Number     Conversion
                    Amount      Amount     Amount      Amount     of           Price
           Date    Converted   Converted  Redeemed(A) Redeemed  Shares(B)   Per Share(C)
         --------  ---------   ---------  ----------- -------- -----------  ------------
         <S>       <C>         <C>        <C>         <C>       <C>        <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
                   ========    =========   =======    =======  ==========

         Cornell Capital converted principal balance of the debenture dated
         March 8, 2005 in the original principal amount of $50,000 as follows:

                    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       $ 0.135
         02/14/07(E)$25,000            --        --         --   2,000,000       $0.0125
         02/26/07(E)$ 6,500            --        --         --     391,566       $0.0166
                    --------    ---------   -------    -------  ----------
                    $43,387     $      --   $    --    $    --   3,272,085
                    ========    =========   =======    =======   =========
</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.

                                      F-19


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

        Trey Resources converted principal balance of the debenture dated
        March 8, 2005 in the original principal amount of $150,000 as follows:

<TABLE>
                    Principal   Interest   Principal   Interest  Number     Conversion
                      Amount      Amount    Amount      Amount     of         Price
           Date     Converted   Converted  Redeemed(A) Redeemed  Shares(B)  Per Share(C)
         --------   ---------   ---------  ----------- --------  ---------  ------------
         <S>         <C>         <C>        <C>         <C>       <C>        <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     $143,695    $      --   $10,695    $   759
                    ========    =========   =======    =======   =========


        Trey Resources converted principal balance of the debenture dated
        March 8, 2005 in the original principal amount of $50,000 as follows:

                    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
                    --------    ---------   -------    -------   ---------
         Total      $ 25,195    $      --   $    --    $    --   1,887,166
                    ========    =========   =======    =======   =========
</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.


                                      F-20


<PAGE>

                     VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

11.      NOTES PAYABLE

         The notes payable balance consists of the following:

<TABLE>
                                                            March 31, 2007        December 31, 2006
                                                           -------------------   -------------------
<S>                                                        <C>                   <C>


         18% note payable to BLN Capital Funding, LLC,
             principal and interest due on demand but no
             later than April 30, 2007. 150,000 shares of
             the Company's common stock were issued as a
             commitment fee valued at $7,500 based on
             based on the closing bid price of $0.05 on
             the date of note.                               $        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 1/19/07 into 1,110,578
             shares of common stock pursuant to a
             Converison 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.                      149,000                     --

        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


          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. Maturity date has not been
             renegotiated with note holder.                            50,000                  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

                                                   F-21


<PAGE>

                      VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2006
                                (UNAUDITED)
--------------------------------------------------------------------------------

                                                            March 31, 2007        December 31, 2006
                                                           -------------------   -------------------

          5% note payable to Haggerty, principal and
             interest due March 20, 2007. Commitment
             fee of $2,459 and interest of $41.10 payable
             as 100,000 shares of common stock within five
             days of execution based on the closing
             bid price of $0.025 on the trading date
             prior to the note date of February 3, 2007.
             Renegotiated note dated January 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.                           $        $20,000     $           --

         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.               49,900               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

          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
             form long-term to short-term debt                        153,500                   --
                                                           -------------------   -------------------
                                                           $          481,047    $         247,742
                                                           ===================   ===================

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

                                                              March 31, 2006     December 31, 2006
                                                           -------------------   -------------------
            Long term portion of convertible debentures
            See note 11.                                   $          450,000    $         855,183
                                                           -------------------   -------------------
                                                           $          450,000    $         855,183
                                                           ===================   ===================
</TABLE>


                                                  F-22


<PAGE>

                      VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

12.      SUBSEQUENT EVENTS

On April 2, 2007, Voyager Petroleum, Inc. sold 2,500,000 shares of restricted
common stock to an unaffiliated third party for a total purchase price of
$80,000 pursuant to a securities purchase agreement.

On April 4, 2007, Hemmel elected to convert the outstanding principal of
$49,900 and accrued interest of $574 of his convertible note dated January 1,
2005 into 1,121,649 shares of common stock at $0.045 per share representing a
25% discount to the closing bid price of the same date. These shares were issued
as free trading upon receipt of an attorney opinion letter indicating that they
can be issued free of restrictive legend in accordance with  Rule 144(k) under
the Securities Act of 1933, as amended.

On April 13, 2007 and May 14, 2007, the Company paid interest of $542.50 and
$526, respectively, of the BLN demand note dated February 20, 2007 in the
original principal amount of $35,000. Effective April 30, 2007, BLN agreed to
extend the maturity date from due on demand but not later than April 30, 2007 to
May 30, 2007. Under the terms of the extension, Voyager agreed to issue 100,000
restricted shares of common stock.

On April 19, 2007, Sovereign Oil, Inc.("Sovereign Oil"), a newly formed Nevada
corporation and wholly-owned subsidiary of Voyager Petroleum, Inc., entered into
a lease agreement with North American Refining Co. ("North American"), a
Delaware corporation, located in McCook, Illinois. Sebastien C. DuFort,
Voyager's President will also serve as President of Sovereign Oil. North
American Refining is a local compounding and blending facility with packaging
capabilities. Sovereign Oil intends to blend, compound and package oil products
at this facility which will be sold to the automotive and industrial
after-markets. The lease is for a term of ninety days with the intention of
negotiating a longer lease term prior to its expiration. The total lease price
is $10.00 for the lease period with blending and drying fees payable monthly.
North American has the right to terminate the Agreement within fifteen days
written notice. Under the terms of the Agreement, each party is responsible for
any loss that arises out of the actions of its own employees with
indemnification to the other party. The Company intends to hire one to two
employees to work at this location.

On April 24, 2007, Jefferson Stanley resigned as CEO and CFO from the Company.
There was no disagreement or dispute between Mr. Stanley and the Company which
led to his resignations. Pursuant to a Separation and Release Agreement, Stanley
is to receive (i) 362,904 shares of common stock for accrued and unpaid salary
of $22,500 and 564,517 shares of common stock for an accrued and unpaid bonus of
$35,000 based upon the closing bid price of the Company's common stock on April
24, 2007, which was $0.062, (ii) $18,750 payable in two cash installments as
severance on or before May 15, 2007 and May 30, 2007, respectively, and (iii)
reimbursement for up to $1,200 in reasonable expenses. The shares to be issued
as well as 2,000,000 shares of common stock underlying an option granted to
Stanley on August 29, 2006 are to be included for registration on Form S-8 no
later than May 15, 2007. Stanley also agreed to convert his Series A Preferred
shares of the Company which he recently purchased from our then CEO, John
Lichter, into an aggregate of 500,000 shares of common stock of the Company.
Each share of our Series A preferred stock entitles the holder to 100 votes. The
Preferred shares were converted in May, 2007 leaving 500,000 preferred shares
outstanding.

On April 30, 2007 the Board of Directors of the Company appointed Cathy A.
Persin, the Company's Vice President and Corporate Secretary since April, 2004,
as the Company's Chief Financial Officer, to fill the vacancy created by Mr.
Stanley's resignation. On March 23, 2007, Sebastien C. DuFort also became the
President of Sovereign Oil, the Company's wholly-owned subsidiary. As a result
of Mr. DuFort's and Ms. Persin's added responsibilities, the Company's Board, on
May 18, 2007, increased the annual salary of Mr. DuFort from $180,000 to
$220,000 and increased the annual salary of Ms. Persin from $120,000 to $180,00.
Both salaries will be retroactive as of April 1, 2007 which marked their
three-year tenure with Voyager. Both Mr. DuFort and Ms. Persin receive health
and dental benefits pursuant to a standard employment agreement.

On April 27, 2007, the Company issued an unsecured 5% $5,000 note payable to
Cathy Persin, its Vice President and Corporate Secretary, with a maturity date
of May 2, 2007. On May 2, 2007, the note was retired for $5001 representing
outstanding principal and interest.

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

                                     F-23







<PAGE>

                      VOYAGER PETROLEUM, INC. AND SUBSIDIARY
                          (FORMERLY VOYAGER ONE, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FROM INCEPTION (JUNE 28, 2002) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
--------------------------------------------------------------------------------

On May 4, 2007, the Company formed two additional subsidiaries, 600 S. Deacon
LLC and Monarch Petroleum Products, Inc., both Michigan corporations which are
intended to own and operate a Detroit blending facility which the Company is
currently under contract to purchase this summer provided all contractual terms
are met. As of the time of filing, these corporations are inactive.

On May 9, 2007, the Company sold 2,285,715 shares of restricted common stock to
an unaffiliated third party for a total purchase price of $80,000 pursuant to a
securities purchase agreement. These shares were issued without registration in
reliance upon the exemption provided by Section 4(2) of the Securities Act, as
amended.

On May 9, 2007, the Company sold 714,286 shares of restricted common stock to an
unaffiliated third party for a total purchase price of $25,000 pursuant to a
securities purchase agreement. These shares were issued without registration in
reliance upon the exemption provided by Section 4(2) of the Securities Act, as
amended.

On May 10, 2007, the Company sold 714,286 shares of restricted common stock to
an unaffiliated third party for a total purchase price of $25,000 pursuant to a
securities purchase agreement. These shares were issued without registration in
reliance upon the exemption provided by Section 4(2) of the Securities Act, as
amended.

On May 14, 2007, the Company sold 714,286 shares of restricted common stock to
an unaffiliated third party for a total purchase price of $25,000 pursuant to a
securities purchase agreement. These shares were issued without registration in
reliance upon the exemption provided by Section 4(2) of the Securities Act, as
amended.

On May 14, 2007 Voyager hired Richard Stiefel as Vice President of Sovereign
Oil, Inc., the Company's wholly-owned subsidiary which was formed on March 23,
2007, to assist its President, Mr. DuFort, in its operations. Mr. Stiefel has
over 50 years experience in the petroleum industry and signed a standard
employment agreement with the company for an unspecified term.

On May 15, 2007, the Company entered into an investor relations service
agreement for a term of one year with Prominence Media Corporation (PMC) to
design and execute a fully integrated investor relations and media
communications program to increase flow of information to the Company's
shareholders and the general public and to provide consulting services to the
Company. Prominence is to receive 4,000,000 restricted shares of the Company's
common stock and is to be granted warrants to purchase an additional four
million shares of the Company's common stock at $0.15 per share which are
exercisable for two years from the date of grant.

On May 15, 2007, an unaffiliated third party purchased the total outstanding
principal and interest of our convertible debentures with Cornell Capital
Partners LLP and Trey Resources, Inc. Installment payments under the purchase
agreement are secured by the debentures and, in the event of default, Cornell
and Trey have the option to exercise all rights thereunder. These debentures
were issued pursuant to a securities purchase agreement with Cornell Capital
dated May 14, 2004. The Company consented to the purchase.

In May, 2007, the maturity date of the Hackett note dated September 14, 2007 in
the original principal amount of $50,000 was extended to June 19, 2007. During
May, the Company redeemed principal of $41,941 and interest of $59.

                                      F-24



<PAGE>

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

         The following information should be read in conjunction with the
consolidated financial statements of Voyager One and the notes thereto appearing
elsewhere in this filing as well as the 10-KSB filed with the Securities and
Exchange Commission on April 13, 2007.

OVERVIEW

         Voyager Petroleum, Inc. intends to acquire reputable middle market
petroleum-based lubricant companies that refine, blend and bottle 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

         In January, 2007, the Company signed a purchase agreement for a waste
oil reclamation facility 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
is to occur at the Company's discretion on or before July 13, 2007 by way of a
second amendment to the original agreement which allows additional time for
completion of due diligence. The 20,000 square foot facility which will be used
to process reclaimed used oil sits on 3.5 acres of land and consists of a
warehouse, a processing facility and offices with on-site railroad and truck
access. The plant houses 22 outside storage tanks and 32 inside storage tanks
for a total storage capacity of 718,000 gallons. The Company has completed a
Phase II environmental site assessment of the property for approximately
$75,000 via an access agreement with the subtenant which was effective to
March 31, 2007. As of April 1, 2007, Voyager is subleasing the property from
the subtenant for $4,000 per month plus utilities, repairs, maintenance, taxes
and assessments during the lease term which expires on the earlier of August 1,
2007, the closing of the purchase or termination of the purchase agreement
without a closing. On May 15, 2007, the Company filed its Baseline
Environmental Assessment with the Michigan Department of Environmental Quality.

         On March 19, 2007 Sebastien DuFort, both personally and as President of
the Company, executed a two year lease for larger corporate 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. The effective date of relocation
will be April 15, 2007.

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

         On April 19, 2007, Sovereign Oil entered into a lease agreement with
North American Refining Co., a local compounding and blending facility with
packaging capabilities. Sovereign Oil intends to blend, compound and package oil
products at this facility which will be sold to the automotive and industrial
after-markets. The Company intends to hire one to two employees to work at this
location.

                                      25


<PAGE>

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

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

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


GOING CONCERN

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

         Our auditors have included an explanatory paragraph in their report for
the year ended December 31, 2006, indicating that certain conditions exist that
raise substantial doubt regarding our ability to continue as a going concern.
These include the fact that we have been in the development stage since our
inception (June 28, 2002) and that we continue to incur significant losses;
accordingly, our viability depends on our ability to obtain future financing for
the success of our future operations. The financial statements included in this
quarterly report do not include any adjustment to asset values or recorded
amounts of liabilities that might be necessary in the event we are unable to
continue as a going concern. If we are in fact unable to continue as a going
concern, stockholders may lose their entire investment in our common stock.

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

EXPENSES FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND MARCH 31, 2006

         The net loss for the three months ended March 31, 2007 was $755,462
compared to $336,758 for the three months ended March 31, 2006, an increase of
$418,704 largely attributable to consulting fees, engineering expenses related
to environmental testing of the Detroit property which we are under contract to
purchase and payroll and payroll taxes.

         Total operating expenses and loss from operations before interest of
$42,390 for the three months ended March 31, 2006 were $713,072 compared to
$180,330 for the three months ended March 31, 2006, an increase of $532,742. The
operating expenses for the three months ended March 31, 2007 consisted primarily
of amortization of $27,796, insurance of $16,378, financing expense of $15,409,
consulting and accounting of $342,947, legal fees of $34,001, and payroll and
payroll taxes of $242,701. The consulting and accounting services are comprised
of $10,908 in accounting fees for 2006 audit-related services, $195,553 for
amortization of prepaid business and financial consulting fees, $47,686 for
engineering surveys and environmental testing of the Detroit facility, $48,543
to Castle Hill Advisory Group, an entity which is controlled by Mr. DuFort, our
President, for financial business development services and establishment of
customer base, $35,000 for acquisition consulting, $4,089 for sales consulting
and $1,168 for web and logo design services.

                                    26


<PAGE>

NOTES

         The following table summarizes the nature and amount of all notes
payable and convertible debt at March 31, 2007. Any material changes to any
renegotiated notes payable or convertible notes are indicated in the footnotes:

<TABLE>
<CAPTION>
                                            Annual                                    Principal
               Type                        Interest    Conversion     Maturity        Amount at
Date        Investment      Beneficiary      Rate     Discount Rate     Date        March 31, 2007
---------- --------------   ------------   --------   -------------   --------     ---------------
<S>        <C>              <C>                 <C>     <C>            <C>          <C>
01/01/05   Conv.Note        Hemmel             12%        25%(1)       06/30/06(2)  $   49,900.00
03/08/05   Conv.Debenture   Cornell             5%        (3)          03/08/08     $    6,613.02(4)
03/08/05   Conv.Debenture   Trey Resources      5%        (3)          03/08/08     $   24,804.79(5)
03/08/05   Conv.Debenture   Cornell             5%        (3)          03/08/08     $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (3)          03/08/08     $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (3)          03/08/08     $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (3)          03/08/08     $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (3)          03/08/08     $   17,386.98
03/08/05   Conv.Debenture   Trey Resources      5%        (3)          03/08/08     $    3,695.21
05/25/05   Conv.Debenture   Cornell             5%        (3)          05/25/08     $  350,000.00
10/11/05   Conv.Debenture   Cornell             5%        (3)          10/11/08     $  100,000.00
08/16/06   Note Payable     P. Byrne           12%        N/A          10/15/06     $   23,646.58(6)
09/14/06   Note Payable     Hackett             6%        N/A          06/19/07     $   50,000.00(7)
02/03/07   Note Payable     Haggerty            5%        N/A          06/19/07     $   20,000.00(8)
                                                                                    -------------
                                                                      Total         $  896,046.58
                                                                                    =============
</TABLE>

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

(2)      The maturity date was extended to May 14, 2007 in April, 2007.
         Thereafter, the noteholder elected to convert the outstanding principal
         of $49,900 and accrued interest of $574 into 1,121,649 shares of common
         stock at $0.045 per share representing a 25% discount to the closing
         bid price of the same date. These shares were issued as free trading
         upon receipt of an attorney opinion letter indicating that they can be
         issued free of restrictive legend in accordance with Rule 144(k) under
         the Securities Act of 1933, as amended.

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


(4)      Cornell Capital converted principal balance of the debenture dated
         March 8, 2005 in the original principal amount of $50,000 as follows:

<TABLE>
<CAPTION>
                    Principal   Interest   Principal   Interest  Number     Conversion
                      Amount      Amount    Amount      Amount     of         Price
           Date     Converted   Converted  Redeemed(A) Redeemed  Shares(B)  Per Share(C)
         --------  ---------   ---------  ----------- --------  ---------  ------------
         <S>        <C>         <C>        <C>         <C>       <C>        <C>
         12/20/06   $11,887     $      --   $    --    $    --     880,519       $ 0.135
         02/14/07(D)$25,000            --        --         --   2,000,000       $0.0125
         02/26/07(D)$ 6,500            --        --         --     391,566       $0.0166
                    --------    ---------   -------    -------   ---------
                    $43,387     $      --   $    --    $    --   3,272,085
                    ========    =========   =======    =======   =========

         (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)      The Notice of Conversion was received on the date indicated.
                  The shares were not issued until April 18, 2007.

                                       27


<PAGE>

(5)     Trey Resources converted principal balance of the debenture dated
        March 8, 2005 in the original principal amount of $50,000 as follows:

                    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(D)$ 18,695    $           $          $         1,495,600     $0.0125
         02/26/07(D)$  6,500           --        --         --     391,566     $0.0166
                    --------    ---------   -------    -------   ---------
         Total      $ 25,195    $      --   $    --    $    --   1,887,166
                    ========    =========   =======    =======   =========

</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)      The Notice of Conversion was received on the date indicated.
                  The shares were not issued until April 18, 2007.

(6)      This note which had an original principal balance of $35,000 was not
         paid off as previously disclosed by inadvertent error but was
         subsequently renegotiated into a 12% note dated March 19, 2007 with a
         maturity date of October 16, 2007 in the principal amount of $23,646.58
         which represents the outstanding principal balance and accrued interest
         from October 15, 2006 to March 19, 2007. Byrne received a commitment
         fee of $2,250 upon the execution of the renegotiated note.

(7)      A commitment fee of $11,000 was paid as the issuance of 100,000
         restricted shares of common stock of Voyager based on the closing bid
         price of $0.11 as of September 14, 2006.

(8)      A commitment fee of $2,458.90 was payable as the issuance of 98,356
         restricted shares and interest of $41.10 was payable as 1644 restricted
         shares of Voyager's common stock based on the closing bid price of
         $0.025 as of February 2, 2007. This was a result of a renegotiated 5%
         note payable dated January 19, 2007 with an original principal balance
         of $20,000 and a maturity date of February 3, 2007. A commitment fee of
         $5,658.90 and interest of $41.10 were paid as the issuance of 100,000
         shares of common stock valued at the closing bid price of $0.057 on the
         trading date preceding the note.


FINANCIAL RESOURCES AND LIQUIDITY

         Voyager One is accounted for as a development stage company. We had
$48,960 in sales for anti-freeze and lubricant-based air freshener for the three
months ended March 31, 2007 as compared with no sales for the three months ended
March 31, 2006. At March 31, 2007, we had current assets of $462,113 and current
liabilities of $2,140,437. As a result, we had a working capital deficit of
$1,678,324. Our working capital deficit means that we do not have sufficient
current assets to satisfy all of our current liabilities. Our current
liabilities consist of accounts payable of $357,320, accrued expenses of
$1,201,913, accrued interest of $100,157 and short-term notes payable of
$481,047. Convertible debentures totaling $302,500 were reclassified from
long-term to short-term debt in the first quarter of 2997. In addition,
long-term convertible debt totaled $450,000.

         For the three months ended March 31, 2007, net cash used in operations
was $493,029, net cash used in investing activities was $0.00 and net cash
provided by financing activities was $495,421. Net cash used in operations
consisted of a net loss of $755,462, short-term notes payable of $233,305, long-
term loans payable of $405,183, accounts receivable of $16,752, accounts payable
of $30,703, accrued liabilities of $43,677, bank overdraft of $7,124, deposits
of $38,062 and inventory of $432 offset by issuance of common stock for payroll
of $169,744, issuance of common stock for services of $215,066, accumulated
amortization for deferred financing of $27,020, accumulated amortization for
patents of $27,796, accrued interest of $7,971, sale of domain name of $8,867,
expense advance of $48,543, and prepaid consulting agreements of $66,054. Net
cash provided by financing activities consisted of the issuance of common stock
for cash totaling $257,108 and conversion of notes to common stock of 233,530
and common stock subscribed of $4,783.

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

                                    28








<PAGE>

         Our current cash assets at March 31, 2007 are $2,392. In the third
quarter of 2006, we raised a total of $492,108. $437,108 came from the sales of
securities and $55,000 came from an unaffiliated third party through a short
term loan. An additional $8,867 came from the sale of our domain domain name of
www.side.com to an unaffiliated third party. The proceeds were used as a deposit
toward the purchase of the Detroit blending facility together with engineering
and legal fees for environmental assessment thereof, payments towards promissory
notes and for general corporate obligations.

         Our primary need for cash during the next six months will be to satisfy
some current liabilities which total $2,140,437, specifically, the payment of
notes payable which will mature and some past due accounts as well as day-to-day
and other operating expenses including the completion of a due care plan for the
Detroit facility and associated engineering and legal fees, the Detroit facility
rent of $4,000 per month, the hiring of additional employees and the purchase of
basic office equipment and accounting software to sustain anticipated increased
activities. By June 30, 2007, we anticipate a need to raise $500,000 to satisfy
these needs. In addition, we will need to seek financing in the amount of $1.5
million from outside sources to fund the purchase of processing equipment at
about $500,000 and the ultimate purchase of the Detroit reclamation facility at
$750,000, assuming due diligence is satisfactory. In order to further finance
growth, we expect that, by the end of 2007, we will need to raise an additional
$5 to $10 million to fund additional acquisitions of middle market companies and
facilities that refine, blend, bottle and distribute lubricant oil products.

         To fund our operations and cover our up-front costs, we have relied,
and will continue to rely upon, the sale of securities, funds provided by
certain officers and directors, loans and other debt or equity financing
arrangements with third parties. While we currently do not have any financing
arrangements or agreements in place to obtain the funds necessary to cover these
operational expenses, capital expenditures and potential acquisitions, we are
actively pursuing private debt and equity sources and are in negotiations with
third parties regarding the financing of the Detroit processing equipment and
for the facility itself if due diligence is satisfactory completed. Management
anticipates that there will be an increase in operating expenses for the
start-up of operations in the Detroit facility and, generally, a higher level of
fixed administrative expenses. But the Company also expects that these
administrative expenses will remain relatively the same over time and that there
will be a significant increase in sales to offset them. In the fourth quarter of
2006, we received a twelve-month purchase order in excess of $4 million for
re-processed waste oil from a nearby distributor which we have been unable to
fulfill until the Detroit facility is operational. As soon as we finance and
install processing equipment and start operations in the reclamation facility,
we expect to be able to fulfill this order. 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.

         The Company is actively engaged in discussions with individuals and
companies that are involved in the recycling, re-processing, and distributing of
used waste oil. A failure to obtain or retain the necessary human or physical
resources to conduct operations would materially affect sales or income from
continuing operations.

Item 3.  Controls and Procedures.

         As of March 31, 2007, 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 that our disclosure
controls and procedures were effective in ensuring that information required to
be disclosed by us in our periodic reports is recorded, processed, summarized
and reported, within the time periods specified for each report and that such
information is accumulated and communicated to our management, including our
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. There was no change in our internal controls over financial
reporting that has materially affected, or is reasonable likely to materially
affect, our internal control over financial reporting during the fiscal year
covered by this Report.

                                       29



















<PAGE>

                        PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         We are not a party to any pending legal proceeding.

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

         On January 1, 2007, the Company issued a total of 150,000 shares of
         restricted common stock as partial compensation to an unaffiliated
         third party for managerial consulting services on the date of execution
         of the consulting agreement valued at $7,500 based on the closing bid
         price of $0.05 for the previous trading day.

         On January 2, 2007, pursuant to a notice of conversion dated December
         20, 2006, Voyager Petroleum issued 2,222,222 shares of restricted
         common stock to Trey Resources, Inc. upon conversion of outstanding
         principal of $30,000 of a debenture dated March 8, 2005 with a
         restriction date of May 21, 2004 in the original principal amount of
         $150,000 at $0.0135 per share based on 50% of the lowest closing bid
         price of our common stock for the five trading days immediately
         preceding the conversion date. These shares were not registered with
         the Securities and Exchange Commission.

         On January 16, 2007, the Company issued 1,273,014 shares of restricted
         common stock to an unaffiliated third party pursuant to a Conversion
         Agreement effective January 3, 2007 which converted the outstanding
         principal of $50,000 and accrued interest of $920.55 of a promissory
         note dated August 26, 2006 with a maturity date of February 26, 2007 at
         $0.04 per share representing a 20% discount to the closing bid price of
         $0.05 for the trading day prior to the effective date.

         On January 19, 2007, the Company issued an unsecured 5% $20,000 note
         payable to Haggerty with principal due on February 3, 2007. Interest of
         $41 and a commitment fee of $5,659 were paid by issuing 722 shares and
         99,278 shares, respectively, of common stock, based on the closing bid
         price of $0.057 per share for the previous trading day. On February 3,
         2007, the outstanding principal of $20,000 was rolled over into a new
         unsecured 5% note with a maturity date of March 20, 2007. Interest of
         $41 and a commitment fee of $2,459 were paid by issuing 1644 shares and
         98,356 shares, respectively, of restricted common stock based on the
         closing bid price of $0.025 per share for the previous trading day.
         The maturity date was extended to May 13, 2007.

         On January 19, 2007, the Company issued 1,110,578 shares of restricted
         common stock to an unaffiliated third party pursuant to a Conversion
         Agreement of the same date which converted the outstanding principal of
         $35,000 and accrued interest of $9,423.10 of a promissory note dated
         April 22, 2004 which matured on December 31, 2005 at $0.04 per share
         representing a 30% discount to the closing bid price for the previous
         trading day.

         On January 19, 2007, Voyager Petroleum, Inc. issued 333,334 shares of
         restricted common stock to an unaffiliated third party at $0.057 per
         share totaling $19,000 based on the closing bid price of the previous
         trading day pursuant to a Conversion Agreement of the same date which
         converts outstanding accounts payable due from the Company.

         On January 19, 2007, the Company issued 625,000 shares of restricted
         common stock to an unaffiliated third party at $0.04 per share totaling
         $25,000 pursuant to a securities purchase agreement at a 30% discount
         to the closing bid price of $0.057 of the previous trading day.

         On January 19, 2007, Voyager Petroleum issued 100,000 shares of
         restricted shares of common stock to a note holder representing a
         commitment fee and 5% interest of a promissory note of the same date
         with a principal balance of $20,000 and a maturity date of February 3,
         2007 valued at $5,700 based on the closing bid price of $0.057 per
         share of the previous trading day.

         On January 22, 2007, the Company issued 1,250,000 shares of restricted
         common stock to an unaffiliated third party at $0.04 per share totaling
         $50,000 pursuant to a securities purchase agreement of the same date at
         a 33% discount to the closing bid price of the previous trading day.

         On January 31, 2007, the Company issued 892,858 shares of restricted
         common stock to an unaffiliated third party at $0.028 per share
         totaling $25,000 pursuant to a securities purchase agreement of the
         same date based on the closing bid price of the same date.

                                       30

<PAGE>

         On February 14, 2007, Voyager Petroleum received a notice of conversion
         from Cornell Capital to convert $25,000 of the principal balance of a
         debenture dated March 8, 2005 in the original principal amount of
         $50,000 into 2,000,000 restricted shares of common stock at $0.0125 per
         share based on 50% of the lowest closing bid price of our common stock
         for the five trading days immediately preceding the conversion date.
         The shares were issued on April 18, 2007.

         On February 14, 2007, Voyager Petroleum received a notice of conversion
         from Trey Resources, Inc. to convert $25,000 of the outstanding
         principal and accrued interest of a debenture dated March 8, 2005 in
         the original principal amount of $150,000 and partial principal of a
         debenture dated March 8, 2005 in the original principal amount of
         $50,000 into 2,000,000 restricted shares of common stock at $0.0125 per
         share based on 50% of the lowest closing bid price of our common stock
         for the five trading days immediately preceding the conversion date.
         The shares were issued on April 18, 2007.

         On February 20, 2007, the Company issued a secured 18% $35,000 note
         payable to BLN Capital with principal due anytime on demand before
         April 30, 2007. A commitment fee of 150,000 shares of restricted shares
         of common stock were issued on March 7, 2007 valued at $7,500 based on
         the closing bid price of $0.05 per share for the previous trading day.
         No demand has been made as of the date of this filing.

         On February 22, 2007, the Company issued 3,861,000 shares of restricted
         common stock to an unaffiliated third party at $0.028 per share
         totaling $108,108 pursuant to a securities purchase agreement of the
         same date at a 30% discount to the closing bid price on said date.

         On February 22, 2007, Voyager Petroleum, Inc. issued 1,750,000 shares
         of restricted common stock to an unaffiliated third party at $0.028 per
         share totaling $49,000 pursuant to a securities purchase agreement of
         the same date at a 30% discount to the closing bid price on said date.
         Warrants to purchase 1,402,750 shares of common stock at an exercise
         price of $0.18 per share were issued as part of the same transaction.
         The warrants are exercisable for five years from the date of issuance.

         On February 26, 2007, Voyager Petroleum received a notice of conversion
         from Cornell Capital to convert $6,500 of the principal balance of a
         debenture dated March 8, 2005 in the original principal amount of
         $50,000 into 391,566 restricted shares of common stock at $0.0166 per
         share based on 50% of the lowest closing bid price of our common stock
         for the five trading days immediately preceding the conversion date.
         The shares were issued on April 18, 2007.

         On February 26, 2007, Voyager Petroleum received a notice of conversion
         from Trey Resources, Inc. to convert $6,500 of the principal balance of
         a debenture dated March 8, 2005 in the original principal amount of
         $50,000 into 391,566 restricted shares of common stock at $0.0166 per
         share based on 50% of the lowest closing bid price of our common stock
         for the five trading days immediately preceding the conversion date.
         The shares were issued on April 18, 2007.

         On March 10, 2007, the Company entered into a securities purchase
         agreement with an unaffiliated third party to purchase 2,500,000 shares
         of restricted common stock at $0.04 per share totaling $100,000. As of
         the date before filing, $25,000 of the total consideration has been
         paid. 625,000 shares are in the process of being issued.

         On March 16, 2007, the Company issued 100,000 shares of restricted
         shares of common stock to a note holder representing a commitment fee
         of $2,459 and 5% interest of $41 of a promissory note dated February 3,
         2007 with a principal balance of $20,000 and a maturity date of March
         20, 2007 valued at $2,500 based on the closing bid price of $0.025 on
         the date preceding the date of the note.

         The proceeds were used to retire a promissory note, for partial
         payments of promissory notes and for general corporate obligations. The
         above shares were issued without registration in reliance upon the
         exemption provided by Section 4(2) of the Securities Act, as amended.




                                       31


<PAGE>

Item 3.  Defaults Upon Senior Securities.

         None.

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

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

Item 5.  Other Information.

         None.

Item 6.

(a)      Exhibits.

<TABLE>

-----------  ----------------------------------------------------------------- ------------------------------------------------
EXHIBIT NO.    DESCRIPTION                                                       LOCATION
-----------  ----------------------------------------------------------------- ------------------------------------------------
<S>          <C>                                                               <C>
4.1          Short term promissory note between Voyager Petroleum, Inc. and    Provided herewith
             Cathy A. Persin, Vice President and Corporate Secretary, dated
             April 27, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.1         Purchase and Sale Agreement between Deacon Enterprises, Inc. and  Incorporated by reference to Exhibit 10.1 of
             Voyager Petroleum, Inc. effective January 19, 2007                Company's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               January 24, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.2         Sublease Agreement between D.A. Stuart Company and Voyager        Incorporated by reference to Exhibit 10.2 of
             Petroleum, Inc. effective January 19, 2007                        Company's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               January 24, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.3         Side Letter Agreement between D.A. Stuart Company and Voyager     Incorporated by reference to Exhibit 10.3 of
             Petroleum, Inc. effective January 17, 2007                        Company's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               January 24, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.4         Access Agreement by and between Voyager Petroleum, Inc. and       Incorporated by reference to Exhibit 10.1 of
             D.A. Stuart Company dated as of March 9, 2007                     Company's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               March 22, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.5         First Amendment To Purchase and Sale Agreement between            Provided herewith
             Voyager Petroleum Inc. and Deacon Enterprises, Inc. dated
             April 18, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.6         Second Amendment To Purchase and Sale Agreement between           Provided herewith
             Voyager Petroleum Inc. and Deacon Enterprises, Inc. dated
             May 11, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.7         Lease Agreement between North American Refining Co. and Sovereign Incorporated by reference to Exhibit 10.1 of
             Oil, Inc., a wholly-owned subsidiary of Voyager Petroleum, Inc.,  Company's Current Report on Form 8-K filed with
             Dated April 19, 2007                                              the Securities and Exchange Commission on
                                                                               April 20, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.8         Separation and Release Agreement, dated April 24, 2007, by and    Incorporated by reference to Exhibit 10.1 of
             between Voyager Petroleum, Inc. and Jefferson Stanley             Company's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               May 1, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.9         Employment Agreement, dated March 1, 2004, by and between         Incorporated by reference to Exhibit 10.1 of
             Silicon Film Technologies, Inc. and Cathy A. Persin               Company's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               May 1, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.10        Investor Relations Service Agreement between Voyager Petroleum,   Provided herewith
             Inc. and Prominence Media Corporation dated May 15, 2007
-----------  ----------------------------------------------------------------- ------------------------------------------------
31.1         Certification of Chief Financial Officer Pursuant to              Provided herewith
             Section 302 of the Sarbanes-Oxley Act
-----------  ----------------------------------------------------------------- ------------------------------------------------
31.2         Certification of Chief Executive Officer Pursuant to              Provided herewith
             Section 302 of the Sarbanes-Oxley Act
----------- --------------------------------------- -------------------------- ------------------------------------------------
32           Certification of Chief Executive Officer and Chief Financial      Provided herewith
             Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
----------- -----------------------------------------------------------------  ------------------------------------------------

</TABLE>
                                             32


<PAGE>

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

         On January 22, 2007, the Company filed a Form 8-K with the Securities
         and Exchange Commission under Item 3.02 (Unregistered Sale of
         Securities).

         On January 24, 2007, the Company filed a Form 8-K with the Securities
         and Exchange Commission under Item 1.01(Entry Into a Material
         Agreement), Item 2.03 (Creation of a Direct Financial Obligation or an
         Obligation Under An Off-Balance Sheet Arrangement Of A Registrant), and
         Item 9.01 (Financial Statements and Exhibits).

         On February 28, 2007, the Company filed a Form 8-K with the Securities
         and Exchange Commission under Item 3.02 (Unregistered Sale of
         Securities).

         On March 22, 2007, the Company filed a Form 8-K with the Securities and
         Exchange Commission under Item 1.01(Entry Into a Material Agreement),
         Item 5.02 (Departure of Directors or Principal Officers; Election of
         Directors; Appointment of Principal Officers; Compensatory Arrangements
         of Certain Officers, and Item 9.01 (Financial Statements and Exhibits).

         On March 22, 2007, the Company filed a Form 8-K/A to file Amendment No.
         1 to Current Report on Form 8-K filed on March 22, 2007 with the
         Securities and Exchange Commission under Item 1.01(Entry Into a
         Material Agreement), Item 5.02 (Departure of Directors or Principal
         Officers; Election of Directors; Appointment of Principal Officers;
         Compensatory Arrangements of Certain Officers, and Item 9.01 (Financial
         Statements and Exhibits).



                                   SIGNATURES
                                   ----------

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

                              Voyager One, Inc.

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President
                                 (Chief Executive Officer)
                                 Date: 05/21/07

                              By /s/ Cathy A. Persin
                                 -----------------------------------------------
                                 Cathy A. Persin, Chief Financial Officer
                                 Date: 05/21/07

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

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President
                                 (Chief Executive Officer)
                                 Date: 05/21/07

                              By /s/ Cathy A. Persin
                                 -----------------------------------------------
                                 Cathy A. Persin, Chief Financial Officer
                                 Date: 05/21/07


                                       33