<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 September 30, 2006

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

                         COMMISSION FILE NUMBER 0-32737

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

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

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

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

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

The number of shares of the registrant's common stock as of September 30, 2006:
48,838,426 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                    26

Item 3.  Controls and Procedures                                             31

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   32

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         32

Item 3.  Defaults Upon Senior Securities                                     33

Item 4.  Submission of Matters to a Vote of Security Holders.                33

Item 5.  Other Information                                                   33

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

SIGNATURES AND CERTIFICATES                                                  34



<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

                                                                           PAGE

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

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

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

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

Notes to Consolidated Financial Statements..................................F-7


                                      F-1



<PAGE>

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



                                                                     September 30,     December 31,
                                                                        2006               2005
                                                                     ------------      ------------

                             ASSETS
Current assets:
    Cash                                                             $   121,645       $     6,195
                                                                     ------------      ------------

Other current assets:
    Expense Advance                                                       50,500                --
    Prepaid Expenses                                                       9,500                --
    Prepaid Insurance                                                      5,471                --
    Prepaid Consulting Agreements                                        426,599                --
                                                                     ------------      ------------
    Total current assets                                                 613,715             6,195
                                                                     ------------      ------------

Property, equipment and software, net                                         --            22,441
                                                                     ------------      ------------
Other assets:
    Deposits                                                               7,197             7,197
    Domain name                                                           10,000            10,000
    Deferred financing costs and imputed interest, net                    17,219            62,986
    Patents, net                                                         620,787           845,011
                                                                     ------------      ------------

     Total other assets                                                  655,203           925,194
                                                                     ------------      ------------
     Total assets                                                    $ 1,268,918       $   953,830
                                                                     ============      ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                                 $   367,004       $   357,927
    Accrued expenses                                                   1,224,423         1,135,992
    Accrued interest                                                      96,180            75,423
    Notes payable - employee                                                  --           100,000
    Notes payable                                                        297,451           326,288
                                                                     ------------      ------------
     Total current liabilities                                         1,985,058         1,995,630
                                                                     ------------      ------------

Long term note payable - related party                                        --           889,460
Long term note payable                                                 1,000,500         1,126,082
                                                                     ------------      ------------

     Total long term liabilities                                       1,000,500         2,015,542

Commitments                                                                   --                --

Stockholders' equity (deficit):
    Preferred Stock, par value $.001, 5,000,000
      shares authorized, 1,000,000 shares
      issued and outstanding at September 30, 2006
      and December 31, 2005, respectively                                  1,000             1,000
    Common Stock, par value $0.001, 200,000,000
      shares authorized, 48,838,426 and 15,170,544
      shares issued and outstanding at September 30,
      2006 and December 31, 2005, respectively                            48,838            15,171
    Additional paid in capital                                         5,964,510         3,590,910
    Deficit accumulated during development stage                      (7,730,988)       (6,664,423)
                                                                     ------------      ------------
     Total stockholders' deficit                                      (1,716,640)       (3,057,342)
                                                                     ------------      ------------
     Total liabilities and stockholders'
      equity (deficit)                                               $ 1,268,918       $   953,830
                                                                     ============      ============

                            See accompanying notes to financial statements

                                                F-2


<PAGE>

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

Operating expenses
 Amortization                             $     96,859     $     46,274    $     157,716   $   174,181    $      797,509
 Automobile expense                              1,256               --            5,650            --            30,576
 Bank service charges                              468              493            1,251         3,035             7,609
 Depreciation                                       --            2,640              775         7,920            22,337
 Dues and subscriptions                             --              (39)              --            92               166
 Equipment rental                                   --           20,793               --        78,603           183,079
 Licenses and permits                            2,460            1,937            8,765           320            37,736
 Insurance                                       7,120           26,826           31,821        82,688           232,639
 Engineering and office supplies                   359              454            2,127         2,699           133,991
 Financing Expense                              10,791               --           15,791            --            15,791
 Postage and delivery                              822            1,019            2,522         2,993            17,234
 Product development                             2,958               --            2,958           109           156,927
 Consulting and accounting                      34,843           17,270           90,864        98,339         1,031,178
 Legal fees                                     35,744            1,073           54,509       104,103           409,831
 Payroll and payroll taxes                      47,673          209,180          146,721       680,431         1,859,241
 Reference materials                                --               --               --            --               115
 Rent                                            3,600           25,708           10,800        60,325           156,971
 Relocation expense                                 --            5,202               --         6,077            11,819
 Reimbursable expense                               --               --            3,753            --             3,753
 Repairs and maintenance                            60            1,236              643         4,136            12,504
 Marketing supplies                                890               --              890           160             6,595
 Communication and internet                      3,651            8,169            8,905        20,606            72,639
 Travel and entertainment                        3,574            2,618            9,402         4,576            79,576
 Utilities                                         284            2,077              846         6,625            15,775
 Miscellaneous                                      43               --              246            --               356
                                          -------------    -------------    -------------  -------------    --------------
Total operating expenses and loss from
  operations                                   253,455          372,930          556,955     1,337,658         5,295,947
Impairment charges related to intangible
  assets                                            --               --          135,275            --           135,275
Interest expense                                19,165        1,625,370           95,822     1,741,779         2,183,765
Gain on cancellation of financing fees              --               --               --      (172,044)         (172,044)
Gain on sale of equipment                           --               --          (26,566)           --           (26,564)
Loss on abandonment of assets                       --               --               --            --             9,530
Option and warrant expense                     305,079               --          305,079            --           305,079
                                          -------------    -------------    -------------  -------------   --------------
Net loss before income taxes                  (577,699)      (1,998,300)      (1,066,565)   (2,907,393)       (7,730,988)
Provision for income taxes                          --               --               --            --                --
                                          -------------    -------------    -------------  -------------   --------------
Net loss                                  $   (577,699)    $ (1,998,300)    $ (1,066,565)   (2,907,393)    $  (7,730,988)
                                          =============    =============    =============  =============   ==============
Loss per share (basic and
  diluted)                                $      (0.01)           (0.13)    $      (0.03)  $     (0.20)
                                          =============    =============    =============  =============
Weighted average number of shares
  outstanding (basic and diluted)           41,754,116       14,903,446       31,370,266    14,702,260
                                          =============    =============    =============  =============


                                          See accompanying notes to financial statements

                                                                F-3



<PAGE>
                                                 VOYAGER ONE, INC. AND SUBSIDIARY
                                                  (A DEVELOPMENT STAGE COMPANY)
                               CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                               FOR THE PERIOD FROM INCEPTION (JUNE 28, 2002) THROUGH SEPTEMBER 30, 2006
                                                           (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------------
                                     Preferred stock             Common stock
                               ------------------------- --------------------------
                                                                                                    Deficit
                                                                                                  accumulated
                                                 Par                    Par value                    during          Total
                                 Number of      value      Number of     $0.001        Paid in     development   Stockholders'
                                  shares       $0.001       shares      per share      capital        stage     equity (deficit)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at inception (June
  28, 2002)                             --  $        --           --   $        --   $        --   $        --   $        --
Issuance of common stock
 for professional services              --           --          200            --         1,000            --         1,000

Net loss during the period              --           --           --            --            --        (1,000)       (1,000)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December 31, 2002            --           --          200            --         1,000        (1,000)           --

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Common stock issued for cash            --           --   21,651,447        21,651     1,278,363            --     1,300,014

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              --           --    7,097,411         7,097       256,532            --       263,629

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

Common stock issued for services        --           --    4,192,223         4,192       402,986            --       407,178

Cancellation of shares                                      (125,000)        (125)        (4,875)           --        (5,000)

Options and warrants issued
 for services                           --           --           --            --       305,079            --       305,079

Net loss                                --           --           --            --            --    (1,066,565)   (1,066,565)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at September 30, 2006
      (Unaudited)                1,000,000  $     1,000   48,838,426   $    48,838   $ 5,964,510  $ (7,730,988)  $(1,716,640)
                               ============ ============ ============  ============  ============  ============  ============
                                          See accompanying notes to financial statements
                                                               F-4

<PAGE>
                                        VOYAGER ONE, INC. AND SUBSIDIARY
                                          (A DEVELOPMENT STAGE COMPANY)
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH SEPTEMBER, 2006
                                                   (UNAUDITED)
----------------------------------------------------------------------------------------------------------------
                                                                                                   Cumulative
                                                                                                  amount from
                                                                                                   inception
                                                               For the nine      For the nine       (June 28,
                                                               months ended      months ended    2002) through
                                                               September 30,     September 30,    September 30,
                                                                    2006             2005             2006
                                                               -------------     -------------    -------------
Cash flows from operating activities:
Net loss                                                       $ (1,066,565)     $(2,907,393)     $(7,730,988)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Deferred financing costs                                             23,201               --           23,201
Depreciation and amortization                                       158,491          182,101          794,548
Impairment charges related to intangible assets                     135,275               --          135,275
Loss on asset abandonement                                               --               --            9,530
Imputed interest                                                         --            6,408           23,428
Issuance of common stock for services                                    --               --           10,075
Issuance of options and warrants for services                       305,079               --          305,079
Issuance of common stock for financing                                   --               --           38,208
Intrinsic value of beneficial conversion feature                         --        1,580,445        1,580,445
Conversion of notes payable and debentures into stock                    --               --          120,003
Issuance of common stock for accrued interest                        13,601               --           13,601
Issuance of notes as payment accrued interest                            --           99,205           99,205
Gain on sale of assets                                                7,046               --            7,046
Changes in operating assets and liabilities:
 Deposits                                                                --            1,204          (15,598)
 Accounts payable                                                     8,328          127,233          363,284
 Accrued liabilities                                                 88,431          587,398          509,520
 Accrued interest                                                   (20,944)          14,298          768,991
 Expense advance                                                    (50,500)              --          (50,500)
 Prepaid Expenses                                                    (9,500)              --           (9,500)
 Prepaid insurance                                                   (5,471)              --           (5,471)
 Prepaid consulting agreements                                       36,551               --           36,551
                                                                ------------     ------------     -------------
Net cash provided by (used in) operating activities                (376,977)     $  (309,101)     $(2,974,067)
                                                                ------------     ------------     -------------

Cash flows from investing activities:
 Redemption of convertible debentures                               (21,582)
 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                  (4,864)              --         (512,737)
                                                                ------------     ------------     ------------
Cash flows from financing activities:

 Cancellation of financing fees                                          --         (172,044)        (172,044)
 Recapitalization                                                        --               --          (33,804)
 Issuance of common stock for cash                                  310,099               --          700,099
 Issuance of notes payable                                          214,800          548,133        3,447,785
 Payments on notes payable                                          (27,608)         (67,000)        (333,587)
                                                                ------------     ------------     ------------
Net cash provided by (used in) financing activities                 497,291          309,089        3,608,449
                                                                ------------     ------------     ------------

Net increase (decrease) in cash                                     115,450              (12)         121,645

Cash, beginning of period                                             6,195            1,012               --
                                                                ------------     ------------     ------------
Cash, end of period                                              $  121,645      $     1,000      $   121,645
                                                                 ============    ============     =============


                                                          F-5
<PAGE>
                                        VOYAGER ONE, INC. AND SUBSIDIARY
                                          (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                      AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH SEPTEMBER, 2006 (continued)
                                                   (UNAUDITED)
----------------------------------------------------------------------------------------------------------------

                                                                                                   Cumulative
                                                                                                  amount from
                                                                                                   inception
                                                                 For the nine    For the nine       (June 28,
                                                                 months ended    months ended    2002) through
                                                                 September 30,   September 30,    September 30,
                                                                     2006            2005             2006
                                                                 ------------    -------------    -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                                                   $     8,504     $        --      $    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      $        --     $   350,000      $   870,000
                                                                 ============    ============     =============
      Issuance of common stock for exercise of options           $   100,000     $                $   100,000
                                                                 ============    ============     =============
      Issuance of common stock for financing fees                $    20,000     $        --      $    25,625
                                                                 ============    ============     =============
      Issuance of common stock for notes and debentures          $   263,629     $        --      $ 1,343,748
                                                                 ============    ============     =============
      Issuance of common stock for services                      $   407,178     $        --      $   427,253
                                                                 ============    ============     =============
      Issuance of options and warrants for services              $   305,079     $        --      $   305,079
                                                                 ============    ============     =============

                                     See accompanying notes to financial statements
</TABLE>
                                                            F-6
<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

1.       NATURE OF BUSINESS
         ------------------
         Voyager One, Inc. a Nevada corporation and its wholly owned subsidiary,
         Silicon Film Technologies, Inc., an Illinois corporation (together
         referred to as "Voyager One" or "the Company"), is in the business of
         developing a solution for the approximately 73 million 35mm SLR camera
         owners who are looking for a viable digital solution method without
         having to discard their present equipment. The principal key in
         achieving this objective involves its design, development, and sale of
         electronic film hardware and software products for digital imaging
         applications. Silicon Film is uniquely positioned for success based
         upon its development of a first-of-its-kind technology that enables a
         conventional 35mm single lens reflex (SLR) camera to capture, store,
         and transfer digital images without any modification to the camera.

         Recently, the Company has undertaken an additional strategic focus to
         seek to acquire reputable middle market petroleum based lubricant
         companies that refine, blend, bottle, and distribute to the automotive
         and manufacturing after market with established regional distribution
         channels and experienced management that would recognize increased
         revenue and significant cost savings from an injection of working
         capital, wider distribution, or vertical integration. The Company
         believes that the acquisition of these companies will improve its
         overall financial position and offer significant growth opportunities.

         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 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 will become effective on or about
         December 1, 2006, twenty days after notice is mailed to the
         shareholders of record as of October 27, 2006.

         Since the Company expects the oil and gas sector to be its primary
         acquisition focus, on September 22, 2006, it 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. Under the terms of the
         agreement, Silicon Film contributes the use of its sensors, patents,
         mechanical designs and hardware resources in existence and issues a
         total of 705,000 restricted shares of Voyager's common stock valued at
         the closing bid price of $0.11 per share or a total of $77,550. Applied
         Color Science contributes financial and technical resources, a patented
         image sensor connection interface, and agrees to credit $11,000 owed to
         it by Silicon. The agreement terminates upon the earlier of the
         successful development of a functional prototype, the mutual consent of
         the parties or 180 days from the effective date of September 22, 2006.
         Silicon will retain all ownership rights in the technology developed
         during the joint venture. Upon termination, Applied Color and Silicon
         have ninety days to enter into either, a licensing agreement for the
         technology developed during the joint venture, or a revenue sharing
         agreement for the commercialization of the electronic film system.

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

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

         The former shareholders of Silicon Film Technologies, Inc. acquired
         control of the Company upon the closing of the share exchange
         transaction. The exchange was accounted for as a reverse acquisition.
         Accordingly, for financial statement purposes, Silicon Film
         Technologies, Inc. was considered the accounting acquirer and the
         related business combination was considered a recapitalization of
         Silicon Film Technologies, Inc. rather than an acquisition by the
         Company. The historical financial statements prior to the agreement
         will be those of Silicon Film Technologies, Inc. and the name of the
         consolidated Company going forward will be Voyager One, Inc. Concurrent
         with the reorganization the company issued 289,600 shares of common
         stock for services.
                                      F-7
<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

         The accompanying consolidated financial statements, which have been
         prepared in conformity with accounting principles generally accepted in
         the United States of America, contemplates the continuation of the
         Company as a going concern. However, the Company has been in the
         development stage since its inception (June 28, 2002), sustained losses
         and has used capital raised through the issuance of stock and 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.

         On September 1, 2006, Voyager One appointed Jefferson Stanley as its
         Chief Financial Officer. Interim Chief Financial Officer, Sebastien
         DuFort, will continue on as President focusing on corporate development
         and potential acquisitions. Mr. Stanley has over nine years experience
         in law, tax, investment banking and hedge fund marketing. He is a
         licensed New York attorney. Under the terms of our standard employment
         agreement, Mr. Stanley receives a salary of $150,000 annually for an
         unspecified term and dental and health benefits. The agreement may be
         terminated at any time at the option of either Voyager or Mr. Stanley.
         On June 20, 2006, Voyager One issued 333,334 shares of its common stock
         at a market value of $10,000 to Hedgemark Advisors, LLC, an entity of
         which Mr. Stanley is a 100% owner, as a retainer fee for financial and
         business development consulting services which were rendered prior to
         his employment with the Company pursuant to a consulting agreement
         dated June 15, 2006 which was cancelled on August 31, 2006.

         Management believes that the addition of Mr. Stanley will allow the
         Company to access additional financial opportunities and broaden its
         presence in the marketplace. The Company's recent joint venture with
         Applied Color Science to develop its EFS technology will allow the
         Company to continue its development stage operations and to concentrate
         its strategic focus on the acquisition of companies that blend, bottle,
         and distribute private label oils, lubricants, and related products for
         the automotive and industrial industries. 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.

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

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

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

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

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

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

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

                                          F-8
<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

         Management periodically reviews the carrying value of acquired
         intangible assets that are being amortized to determine whether an
         impairment may exist. The Company considers relevant cash flow and
         profitability information, including estimated future operating
         results, trends and other available information, in assessing whether
         the carrying value of intangible assets being amortized can be
         recovered. If the Company determines that the carrying value of
         intangible assets will not be recovered from the undiscounted future
         cash flows of the acquired business, the Company considers the carrying
         value of such intangible assts as impaired and reduces them by a charge
         to operations in the amount of the impairment. An impairment charge is
         measured as any deficiency in the amount of estimated undiscounted
         future cash flows of the acquired business available to recover the
         carrying value related to the intangible assets that are being
         amortized. No impairment losses were recorded in 2005. An impairment
         loss of $135,275 was recorded for the loss of one patent 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.

         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 September 30, 2006, the Company has no property and equipment.
         See note 6.

         STOCK BASED COMPENSATION
         ------------------------

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

         The Company adopted FAS 123R using the modified prospective transition
         method. Under this method, compensation cost recognized in the quarter
         ended September 30, 2006 and the nine months ended September 30, 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.

                                          F-9
<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
    AND CUMULATIVE FROM INCEPTION (JUNE 28, 2002) THROUGH SEPTEMBER 30, 2006
                                   (UNAUDITED)
--------------------------------------------------------------------------------

         As disclosed in Note 10, the Company issued 2,000,000 stock options to
         Jefferson G. Stanley, an officer of the Company, in August 2006. The
         stock options were 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 third quarter of 2006.

         As disclosed in Note 10, the Company also issued warrants to A.S.
         Austin Company in exchange for consulting services: 100,000 in August
         and another 100,000 in September of 2006. The stock warrants were
         valued on the date of grant. The weighted average fair value of each
         option was $0.09 and $0.17, 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 both
         issuances; weighted average life of options of 10 years and 9.9 years,
         respectively; risk free interest rates of 5.00% for both issuances, and
         average dividend yield of 0.00%. The Company charged $25,998 to option
         and warrant expense during the third quarter of 2006.

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

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

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

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

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

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

                                      F-10
<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------


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

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

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

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

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

         The Company leased its facility through October 31, 2005 which required
         monthly payments of $4,200. In addition, the Company was responsible
         for all taxes and operating expenses which increased the monthly
         payments to $5,769.50. The lease expired on September 30, 2005. Total
         rent expense under this agreement was $0.00 and $60,325 for the nine
         months ended September 30, 2006 and 2005, respectively.

         On November 1, 2005, the Company moved its offices to 16 East Hinsdale
         Avenue, Hinsdale, Illinois 60521 which is subject to a one year lease
         at $1,200 per month and payment of the pro rata share of gas,
         electricity and maintenance. Beginning November 1, 2006 the Company
         intends to enter into a month to month lease arrangement in order to
         fully analyze its overall growing needs as it expands its strategic
         focus to acquire reputable companies in the oil and lubricant blending
         business. Total rent expense under this agreement is $10,800 for the
         nine months ended September 30, 2006.

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

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

                                      F-11



<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------


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

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

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

         Property and equipment consist of the following at:

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

         Voyager One entered into an asset purchase agreement with Quest
         Manufacturing, Inc., an entity controlled by the Company's CEO, John
         Lichter, effective October 19, 2005, for the sale of furniture and
         equipment in the amount of $48,231.38 payable in one lump sum. An
         addendum to the agreement postponed the effective date to February 7,
         2006 upon Quest's payment of $16,718.21 and provided that the remaining
         balance of $31,513.17 is due by May 31, 2006. On March 31, 2006, the
         outstanding principal of a note due Quest dated December 31, 2005 was
         offset by the balance due. The Company recorded a $26,566 gain in
         connection with this transaction.

         Depreciation expense is $775 and $7,920 for the nine months ended
         September 30, 2006 and 2005, respectively.


                                      F-12



<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

         The Company paid $1,234,172 for these patents which are being amortized
         over their expected remaining life of 9 years. Amortization expense
         charged to operations was $88,949 and $100,071 for the nine months
         ended September 30, 2006 and 2005, respectively.

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

                                              September 30,  December 31,
                                                   2006          2005
                                              -------------  ------------
         Patents                              $  1,234,172   $ 1,234,172
         Less: accumulated amortization       $   (478,110)     (389,161)
         Less: impairment loss recorded           (135,275)           --
               on March 31, 2006              -------------  ------------
                                              $    620,787   $   845,011
                                              =============  ============

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

         The company has paid certain financing fees associated with the
         debentures issued to Cornell Capital Partners, LP which are being
         amortized over the term of the debentures. On August 1, 2006, Voyager
         One, Inc. 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:

                                                     September 30, December 31,
                                                         2006         2005
                                                     ------------  ------------

         Deferred financing costs                    $   164,799   $   165,000
         Less: accumulated amortization of fees         (147,580)     (102,014)
                                                     ------------  ------------
         Net deferred financing costs                $    17,219   $    62,986
                                                     ============  ============

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

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

                                 F-13





<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------


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

         The components of the deferred tax asset are as follows:

                                                    September 30,  December 31,
                                                         2006         2005
                                                    -------------  ------------
         Deferred tax assets:
             Net operating loss carry-forward       $  2,689,486     1,518,000
             Amortization                                 22,000        15,000
             Temporary timing difference                 961,000       961,000
                                                    -------------  ------------

                                                       3,672,486     2,494,000
         Less: valuation allowance                    (3,672,486)   (2,494,000)
                                                    -------------  ------------
         Net deferred tax assets                    $         --   $        --
                                                    =============  ============

         The Company had available approximately $5,945,462 and $4,717,267 in
         unused federal and state net operating loss carry-forwards at September
         30, 2006 and December 31, 2005, respectively, that may be applied
         against future taxable income. These net operating loss carry-forwards
         expire through 2025.

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

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

                                                    September 30,   December 31,
                                                        2006           2005
                                                    -------------   ------------

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

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

         The authorized capital stock of the Company consists of 200,000,000
         shares of Common Stock at a par value of 0.001 and 5,000,000 shares of
         Series A Preferred Stock at a par value of 0.001. As of September 30,
         2006 and December 31, 2005, there were 48,838,426 and 15,170,144 shares
         of Common Stock outstanding, respectively and 1,000,000 and 1,000,000
         shares of Series A Preferred Stock outstanding at September 30, 2006
         and December 31, 2005, respectively. Holders of Common Stock are
         entitled to one vote for each share held with no cumulative voting.
         Holders of Series A Preferred Stock are entitled to 100 votes. Each
         share of Series A Preferred Stock is convertible into one share of
         Common Stock at the discretion of the stockholder. The holders of
         Common and Series A Preferred Stock vote together as a single class.
         The Common Stock and Series A Preferred Stock have equal liquidation
         and dividend rights.

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

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


                                      F-14


<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

         On April 28, 2004, the Company's CEO cancelled 400,000 post stock split
         shares of common stock. On June 26, 2006, the Company's President and
         acting Chief Financial Officer cancelled 613,283 shares of common
         stock. On July 11, 2006, the Company cancelled 125,000 shares which had
         been issued to an unaffiliated third party.


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

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

         On April 28, 2004, the Company also issued a warrant to CMI Capital,
         LLC, a financial consulting firm, for 666,666 post stock split shares
         of its common stock at $.25 per share exercisable after February 26,
         2005 with an expiration date of February 26, 2010. This warrant was
         cancelled on July 15, 2004. On the same date, Voyager One, Inc. issued
         a warrant to CMI Capital, LLC, to purchase 666,666 shares of Voyager
         One, Inc.'s common stock at $.25 per share exercisable on and after
         January 15, 2005. This warrant expires on January 15, 2010. The
         managers and principals of CMI Capital LLC, a limited liability
         corporation, are Gerry Martin and Greg Orlandella, each having an equal
         interest. The warrants have not been exercised as of September 30,
         2006.

         On August 1, 2006 and September 1, 2006, Voyager One, Inc. issued
         warrants to A. S. Austin Company, an investor's communications and
         public relations firm, to purchase 100,000 shares, respectively, of
         Voyager One'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. Voyager is to issue
         warrants to purchase 100,000 shares on the first day of each month
         through January, 2007 provided the contract is not terminated upon
         fifteen days notice by either party.

         On August 29, 2006, Voyager One issued to Jefferson G. Stanley, our
         current chief financial officer, a non qualified stock option 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.

                                      F-15


<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

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

         In May 2004, Voyager One entered into a Securities Purchase Agreement
         which was amended in August, 2004 pursuant to which Cornell Capital
         Partners agreed to purchase $1,100,000 of 5% secured, convertible
         debentures. As of September 30, 2006, Voyager One has 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 lowest initial bid price of the common stock as
         submitted by a market maker and approved by the National Association of
         Securities Dealers or (ii) 50% of the lowest closing bid price of the
         common stock for the 5 trading days immediately preceding the
         conversion date. Except upon an event of default, these debentures are
         not convertible if such conversion would result in the holder
         beneficially owning more than 4.9% of Voyager One's outstanding common
         stock. At maturity, Voyager One, Inc. has the option to either pay the
         holder the outstanding principal balance and accrued interest or to
         convert the debentures into shares of common stock at a conversion
         price equal to the lower of (i) 150% of the lowest initial bid price of
         the common stock as submitted by a market maker and approved by the
         National Association of Securities Dealers or (ii) 50% of the lowest
         closing bid price of the common stock for the 5 trading days
         immediately preceding the conversion date. The convertible debentures
         are secured by all of Voyager One, Inc.'s assets. Prior to maturity,
         Voyager One has the option to redeem a portion or all of the
         outstanding debentures at a price of 150% of the amount redeemed plus
         accrued interest. In the event the debentures are redeemed, then
         Voyager One will issue to the holder a warrant to purchase 50,000
         shares for every $100,000 redeemed. Cornell Capital purchased the
         convertible debentures from Voyager One in a private placement in May
         2004. Cornell Capital has received a one-time structuring fee of
         $10,000 and a one-time commitment fee of 10% of the gross proceeds of
         the convertible debentures. The commitment fee of 10% has been paid
         proportionately in cash upon receipt of each distribution of proceeds.

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

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

                                      F-16




<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

         Conversion of Debt to Equity and Debt Redemption:
         -------------------------------------------------

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

                   Principal     Number    Conversion
                     Amount        of         Price
           Date    Converted    Shares(A)  Per Share(B)
         --------   -------    ---------    -------
         12/20/05   $20,000      160,000    $0.1250
         02/08/06   $ 3,500      280,000    $0.0125
         04/03/06   $12,500      714,286    $0.0175
         08/16/06   $35,000    1,000,000    $0.0350

         Voyager redeemed principal of the same debenture as follows:

                    Principal                Total Cost
                     Amount                     of
           Date     Redeemed     Interest   Redemption(C)
         --------   --------     --------   -------------
         08/08/06   $ 10,887     $    773   $     17,103


         (A)      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.
         (B)      Based on 50% of the lowest closing bid price of our common
                  stock for the five trading days immediately preceding the
                  conversion date.
         (C)      Redemption amount equal to 150% of amount redeemed plus
                  accrued interest

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


                   Principal     Number    Conversion
                     Amount        of         Price
           Date    Converted    Shares(A)  Per Share(B)
         --------   -------    ---------   ------------
         02/08/06   $ 5,500      440,000   $     0.0125
         04/03/06   $12,500      714,286   $     0.0175
         08/16/06   $35,000    1,000,000   $     0.0350

         Voyager redeemed principal of the same debenture as follows:


                    Principal                Total Cost
                     Amount                     of
           Date     Redeemed     Interest   Redemption(C)
         --------   --------     --------   -------------
         08/08/06   $ 10,695     $    759   $      16,802


         (A)      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.
         (B)      Based on 50% of the lowest closing bid price of our common
                  stock for the five trading days immediately preceding the
                  conversion date.
         (C)      Redemption amount equal to 150% of amount redeemed plus
                  accrued interest

                                      F-17


<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<S>     <C>
12.      NOTES PAYABLE
         -------------
         The notes payable balance consists of the following:

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

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

           12% note payable to P. Byrne, principal and
               interest due October 15, 2006. Committment
               fee of $3,500 is due upon maturity.
               (subsequently redeemed in full, see
               note 15).                                           35,000                    --

           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
               during the nine months ended September
               30, 2006, respectively.                             35,000                35,000

           12% note payable to Hackett, principal and
               interest due November 6, 2006 as a result
               of a renegotiated promissory note dated
               August 7, 2006 which matured on September
               6, 2006 in the original principal amount
               of $30,000 and outstanding interest of
               $286. A commitment fee of $3,000 was due
               and paid upon maturity of the renegotiated
               note. A commitment fee of $3,000 is due
               upon maturity and amortized over the
               term of the note. (subsequently redeemed
               in full, see note 15).                              30,286                    --

           12% note payable to Hackett, principal and
               interest due October 31, 2006.                       6,800                    --

            6% note payable to Hackett, principal and
               interest due March 14, 2007. 100,000 shares
               of the Company's common stock were issued
               as a commitment fee valued at $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.                          50,000                    --

                                      F-18



<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

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

           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 $3,851
               during the nine months ended September,
               2006.                                               49,900                50,000

           12% note payable to Nolan, principal and
               interest due July 31, 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 $4,056 principal
               of the original principal balance of
               $50,000 and $4,944 interest during the
               nine months ended September 30, 2006.               40,465                44,521

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

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

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

                                                           -------------------- --------------------
                                                           $      297,451       $       326,288
                                                           ==================== ====================

                                      F-19



<PAGE>
                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
--------------------------------------------------------------------------------

The notes payable - employee balance consist of the following:

                                                            September 30, 2006   December 31, 2005
                                                           -------------------- --------------------

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

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

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

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

                                      F-20



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)
--------------------------------------------------------------------------------

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

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

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

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

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

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

                 Date of               Accrued
                  Note     Principal   Interest

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

                                      F-21


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
--------------------------------------------------------------------------------

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

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

            Long term portion of convertible debentures
            See note 11.                                          975,500            1,101,082
                                                           -------------------- ------------------
                                                           $    1,000,500       $    1,126,082
                                                           ==================== ==================
</TABLE>
         On October 4, 2005, Voyager One received notification from its market
         maker, Basic Investors, Inc., that its information statement which was
         filed with the National Association of Securities Dealers, Inc. on Form
         15c-211 for quotation of our common stock on the Over The Counter
         Bulletin Board was approved. The trading symbol assigned to Voyager One
         is "VYGO." This event made the beneficial conversion feature of the
         convertible notes a certainty which was accounted for as a charge to
         interest expense in the amount of $539,920.

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

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

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

                                       F-22


<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

14.     CONSULTANT AGREEMENT
        --------------------

         On September 22, 2006, Voyager One entered into an independent
         consultant agreement with Summit Financial Partners, LLC with an
         effective date of September 11, 2006, for investors' communications and
         public relations services up to December 11, 2007. Under the terms of
         the agreement, Voyager One is to issue a total of 4,500,000 shares of
         the Company's restricted common stock to Summit's principals. On
         September 28, 2006, the agreement was amended whereby the designated
         principals were changed. 1,736,111 of these shares were purchased at
         $0.072 per share for a total purchase price of $125,000. The remaining
         2,763,889 shares are valued at the closing bid price of $0.11 per share
         or a total of $304,028. Services are to include assistance in the
         development of business plans, strategy and personnel and stockholder
         and public relations functions. In the event Summit performs
         substantial services for any direct competitor of the Company, then all
         of the shares are forfeited. The Company is not precluded from entering
         into any agreements with third parties. Summit also agrees to introduce
         the Company to third parties for the purpose of evaluating potential
         equity or debt financing transactions. If a direct introduction occurs
         resulting in a financing transaction, Summit is to be paid a 7%
         finder's fee of the total gross funding in cash. If Summit introduces
         the Company to an intermediary or broker dealer which results in a
         financing transaction with a third party, then Summit is to receive a
         finder's fee in the amount of 3% of the total gross funding in cash.

    15.  SUBSEQUENT EVENTS
         -----------------

         On October 1, 2006, Voyager One, Inc. issued warrants to A. S. Austin
         Company, an investor's communications and public relations firm, to
         purchase 100,000 shares of Voyager One's common stock at $0.25 per
         share exercisable on and after the date of issuance up to July 12, 2016
         pursuant to the terms of a consulting agreement dated July 12, 2006.

         On October 2, 2006, Voyager One redeemed interest of $5,000 of a 24%
         note payable to Coan dated April 22, 2004 in the original principal
         amount of $35,000 with a maturity date of December 31, 2005.

         On October 2, 2006, Voyager One redeemed principal of $4,867 and
         interest of $133 of a 12% convertible note due Nolan dated January 11,
         2005 in the original principal amount of $50,000 with a maturity date
         of July 31, 2006.

         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 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 will become effective on or about
         December 1, 2006, twenty days after notice is mailed to the
         shareholders of record as of October 27, 2006.

         On October 4, 2006, Voyager One prepaid $9,500 to Dearborn
         Environmental for future oil sales. $5,360 of the payment was for
         administrative fees.

         On October 12, 2006, Voyager One redeemed interest of $755 of a 12%
         convertible note due Hemmel dated January 1, 2005 in the original
         principal amount of $50,000 with a maturity date of June 30, 2006.

         On October 12, 2006, Voyager One redeemed principal of $12,500 of a P.
         Byrne 12% note payable dated August 16, 2006 in the original principal
         amount of $35,000 with a maturity date of October 15, 2006. On October
         15, 2006, the note was retired for a total payment of $26,690 which
         consists of principal of $22,500, interest of $690 and a commitment fee
         of $3,500.

                                       F-23



<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

         On October 12, 2006, Voyager One retired a 12% note payable to Hackett
         dated September 6, 2006 in the original principal amount of $30,286
         with a maturity date of November 6, 2006 for a total payment of $30,644
         which consists of principal of $30,286 plus interest of $358.

         On October 16, 2006, Voyager One issued 1,639,344 shares at $0.0305 per
         share of restricted common stock to Cornell Capital upon conversion
         dated October 6, 2006 of $50,000 of a debenture dated March 8, 2005 in
         the original principal amount of $150,000. The share price represents
         50% of the lowest closing bid price of the common stock for the five
         trading days immediately preceding the conversion date. All shares bear
         a restriction date of May 21, 2004 and were not registered with the
         Securities and Exchange Commission.

         On October 16, 2006, Voyager One issued 1,639,344 shares at $0.0305 per
         share of restricted common stock to Trey Resources, Inc. upon
         conversion dated October 6, 2006 of $50,000 of the debenture dated
         March 8, 2005 in the original principal amount of $150,000. The share
         price represents 50% of the lowest closing bid price of the common
         stock for the five trading days immediately preceding the conversion
         date. All shares bear a restriction date of May 21, 2004 and were not
         registered with the Securities and Exchange Commission.

         On October 17, 2006, Voyager One issued 100,000 shares of restricted
         common stock to an unaffiliated third party at $0.08 per share totaling
         $8,000 pursuant to a securities purchase agreement based on the closing
         bid price on the date of purchase.

         On October 17, 2006, Voyager One entered into a consultant agreement
         with Stronghurst, LLC for advisory services in connection with sales,
         marketing, management, recruitment, and potential acquisitions for a
         term of twelve months. Under the terms of the agreement, Stronghurst is
         to receive a total of 1,000,000 shares of the Company's restricted
         common stock as consideration for its services to be issued according
         to its instructions to designated principals. 500,000 of the shares are
         to be delivered upon the execution of the agreement and 250,000 of the
         shares are to be delivered on February 17, 2007 and August 17, 2007,
         respectively. The shares are valued in accordance with standard
         accounting principles. The agreement may be terminated by either party
         within sixty (60) days written notice. If such notice is given within
         sixty days of February 17, 2007 or August 17, 2007, then the Company is
         not required to deliver the remaining shares and those shares shall be
         cancelled.

         On October 18, 2006, Voyager One received a blanket purchase order from
         New World Sales Corporation, Midlothian, Illinois for the purchase of
         2,496,000 gallons of reclaimed oil from Voyager at $1.70 per gallon for
         a total purchase price of $4,243,200 to be sold in quantities of at
         least 104,000 gallons per month over the next two years.

         On October 30, 2006, Voyager One, Inc. issued 66,667 shares of
         restricted common stock to an unaffiliated third party at $0.075 per
         share totaling $5,000 pursuant to a securities purchase agreement based
         on the closing bid price on the date of purchase.

         On November 1, 2006, Voyager One hired Robert Nelson as Vice President
         of Supply Operations. As part of his compensation, Voyager One issued
         on October 31, 2006, an option to purchase 1,000,000 shares of its
         common stock at an exercise price of $0.07 per share exercisable from
         the date of issuance to October 31, 2011. The exercise price was based
         on the closing bid price on the date of grant.

         On November 1, 2006, Voyager One issued warrants to A. S. Austin
         Company, an investor's communications and public relations firm, to
         purchase 100,000 shares of Voyager One's common stock at $0.25 per
         share exercisable on and after the date of issuance up to July 12, 2016
         pursuant to the terms of a consulting agreement dated July 12, 2006.

         On November 3, 2006, Voyager One issued 1,316,667 shares of restricted
         common stock to an unaffiliated third party at $0.03 per share totaling
         $39,500 pursuant to a securities purchase agreement at a 40% discount
         to the closing bid price on the date of purchase.

                                       F-24

<PAGE>

                        VOYAGER ONE, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
--------------------------------------------------------------------------------

         On November 3, 2006, Voyager One issued 200,000 shares of restricted
         common stock to an unaffiliated marketing and sales consultant at a
         market value of $10,000 as consideration for services to be rendered
         the Company up to December 31, 2006 pursuant to a consulting agreement
         of the same date.

         On November 7, 2006, Voyager One redeemed principal of $2,055 and
         interest of $445 of a 12% convertible note due Nolan dated January 11,
         2005 in the original principal amount of $50,000 with a maturity date
         of July 31, 2006.

         On November 8, 2006, Voyager one issued 816,667 shares of restricted
         common stock to an unaffiliated third party at the closing bid price of
         $0.06 on the date of issuance for a total purchase price of $49,000
         which was paid for with an accounts payable due and owing Applied Color
         Science which was previously assigned to the third party.

                                      F-25


<PAGE>

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

GOING CONCERN

         Voyager One's financial statements are presented on a going concern
basis, which 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, 2005, indicating that certain conditions exist that
raise substantial doubt regarding our ability to continue as a going concern.
These include the fact that we have been in the development stage since our
inception (June 28, 2002) and that we continue to incur significant losses;
accordingly, our viability depends on our ability to obtain future financing 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 SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005

         The net loss for the three months ended September 30, 2006 was $577,699
compared to $1,998,300 for the three months ended September 30, 2005, a decrease
of $1,420,601 largely attributable to our overall strategy to reduce expenses
including our office relocation to a more cost effective space and the reduction
in employees.

         Total operating expenses and loss from operations before interest of
$19,165 and option and warrant expense of $305,079 for the three months ended
September 30, 2006 were $253,455 compared to $372,930 for the three months ended
September 30, 2005, a decrease of $119,475. The operating expenses for the three
months ended September 30, 2006 consisted primarily of amortization of $96,859,
insurance of $7,120, financing expense of $10,791, consulting and accounting of
$34,843, legal fees of $35,744, and payroll and payroll taxes of $47,673. The
consulting and accounting services are comprised of $12,250 in accounting fees
and $22,593 for amortization of prepaid business and financial consulting fees.
Most of our expenses were due to amortization of our patents, business and
financial consulting fees, accounting fees for the preparation of the second
quarter, 2006 financial statements, legal fees for general corporate consulting
services and payroll expenses.

                                    26



<PAGE>

EXPENSES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2005

         The net loss for the nine months ended September 30, 2006 was
$1,066,565 compared to $2,907,393 for the nine months ended September 30, 2005,
a decrease of 1,840,828 largely attributable to our overall strategy to reduce
expenses including our office relocation to a more cost effective space and the
reduction in employees. During the quarter ending March 31, 2006, the Company
did not pay a maintenance fee on a patent and recorded an impairment loss of
$135,275 for the loss of the patent.

         Total operating expenses and loss from operations before impairment
charges related to intangible assets of $135,275, interest of $95,822, option
and warrant expense of $305,079 and an offset for a gain on sale of equipment of
$26,566 for the nine months ended September 30, 2006 were $556,955 compared to
$1,337,658 for the nine months ended September 30, 2005, a decrease of $780,703.
The operating expenses for the nine months ended September 30, 2006 consisted
primarily of amortization of $157,716, insurance of $31,821, financing expense
of $15,791, consulting and accounting of $90,864, legal fees of $54,509, payroll
and payroll taxes of $146,721, and rent of $10,800. The consulting and
accounting services are comprised of $58,271 in accounting fees and $32,593 in
business and financial consulting. Business and financial consulting expenses of
$22,593 are for the amortization of prepaid fees. Most of our expenses were due
to amortization of deferred financing fees and our patents, insurance,
accounting fees in the preparation of the 2005 year end and first and second
quarter, 2006 financial statements, legal fees for general corporate consulting
services and payroll expenses.

NOTES

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

<TABLE>
                                            Annual                                         Principal
               Type                        Interest    Conversion     Maturity             Amount at
Date        Investment      Beneficiary      Rate     Discount Rate     Date          September 30, 2006
- ---------- --------------   ------------   --------   -------------   --------      ------------------
<S>        <C>              <C>                 <C>       <C>          <C>              <C>
04/01/04   Conv.Note        Oberman             6%        40%(1)       04/01/07         $   25,000.00
04/22/04   Note Payable     Coan               24%        N/A          12/31/05(2)      $   35,000.00
01/01/05   Conv.Note        Hemmel             12%        25%(3)       06/30/06(2)      $   49,900.00
01/11/05   Conv.Note        Nolan              12%        25%(3)       07/31/06(2)      $   40,464.55
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   68,113.02(5)
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $   86,304.79(6)
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   50,000.00
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $   50,000.00
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $   62,500.00
03/08/05   Conv.Debenture   Cornell             5%        (4)          03/08/08         $   17,386.98
03/08/05   Conv.Debenture   Trey Resources      5%        (4)          03/08/08         $    3,695.21
05/25/05   Conv.Debenture   Cornell             5%        (4)          05/25/08         $  350,000.00
10/11/05   Conv. Debenture  Cornell             5%        (4)          10/11/08         $  100,000.00
08/16/06   Note Payable     P. Byrne           12%        N/A          10/15/06         $   35,000.00(7)
08/26/06   Note Payable     Haggerty            6%        N/A          02/26/07         $   50,000.00(8)
09/01/06   Note Payable     Hackett            12%        N/A          10/31/06         $    6,800.00
09/06/06   Note Payable     Hackett            12%        N/A          11/06/06         $   30,286.03(9)
09/14/06   Note Payable     Hackett             6%        N/A          03/14/07         $   50,000.00(10)
                                                                                        --------------
                                                                      Total             $1,297,950.58
                                                                                        ==============
</TABLE>

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

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

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

(4)      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.

                                    27



<PAGE>

(5)      Cornell Capital converted principal as follows:


                   PRINCIPAL     NUMBER    CONVERSION
                     AMOUNT        OF         PRICE
           DATE    CONVERTED    SHARES(A)  PER SHARE(B)
         --------   -------    ---------    -------
         12/20/05   $20,000      160,000    $0.1250
         02/08/06   $ 3,500      280,000    $0.0125
         04/03/06   $12,500      714,286    $0.0175
         08/16/06   $35,000    1,000,000    $0.0350

         Voyager redeemed principal as follows:


                    PRINCIPAL                TOTAL COST
                     AMOUNT                     OF
           DATE     REDEEMED     INTEREST   REDEMPTION(C)
         --------   --------     --------   -------------
         08/08/06   $ 10,887     $    773   $     17,103

         (A)      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.
         (B)      Based on 50% of the lowest closing bid price of our common
                  stock for the five trading days immediately preceding the
                  conversion date.
         (C)      Redemption amount equal to 150% of amount redeemed plus
                  accrued Interest.

(6)      Trey Resources converted principal as follows:

                   PRINCIPAL     NUMBER    CONVERSION
                     AMOUNT        OF         PRICE
           DATE    CONVERTED    SHARES(A)  PER SHARE(B)
         --------   -------    ---------    -------
         02/08/06   $ 5,500      440,000    $0.0125
         04/03/06   $12,500      714,286    $0.0175
         08/16/06   $35,000    1,000,000    $0.0350

         Voyager redeemed principal as follows:


                    PRINCIPAL               TOTAL COST
                     AMOUNT                    OF
           DATE     REDEEMED    INTEREST   REDEMPTION(C)
         --------   --------    --------   -------------
         08/08/06   $10,695     $    759   $      16,802


         (A)      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.
         (B)      Based on 50% of the lowest closing bid price of our common
                  stock for the five trading days immediately preceding the
                  conversion date.
         (C)      Redemption amount equal to 150% of amount redeemed plus
                  accrued Interest.

(7)     Commitment fee of $3,500 is due upon maturity.

(8)     Commitment fee of $9,000 payable as the issuance of 100,000 shares of
        restricted common stock based on the closing bid price as of the trading
        day preceding the date of note which was a Saturday.

(9)     Commitment fee of $3,000 is due upon maturity.

(10)    Commitment fee of $11,000 payable as the issuance of 100,000 shares of
        restricted common stock based on the closing bid price as of the date
        of note.

                                   28



<PAGE>

FINANCIAL RESOURCES AND LIQUIDITY

Recent Developments

On September 1, 2006, Voyager One appointed Jefferson Stanley as our Chief
Financial Officer. Interim Chief Financial Officer, Sebastien C. DuFort, will
continue on as President focusing on corporate development and potential
acquisitions. Jefferson Stanley comes to Voyager with a breadth of experience in
law, tax, investment banking and hedge fund marketing. In 2004, Mr. Stanley
founded HedgeMark Advisors, a strategic consulting and capital marketing firm.
Previously, he was a marketer for Black River Asset Management where he helped
raise over $1.5 billion in institutional capital and was an investment banker
with the Royal Bank of Canada and Dain Rauscher Wessels where he marketed and
executed over $1.0 billion worth of private placement, public offering and
merger and acquisition transactions. He also served as a tax consultant for
Ernst & Young LLP. Mr. Stanley is a licensed attorney in New York and holds a JD
and MBA from Rutgers School of Law and School of Business and a BS in Finance
and Political Science from San Diego State University.

Under the terms of our standard employment agreement, Mr. Stanley receives a
salary of $150,000 annually for an unspecified term and dental and health
benefits. The agreement may be terminated at any time at the option of either
Voyager or Mr. Stanley and contains standard non-solicitation, confidentiality,
conflict of interest and conflicting employment provisions. As part of Mr.
Stanley's executive compensation, on August 29, 2006, Voyager One issued an
option 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
June 20, 2006, Voyager One issued 333,334 shares of its common stock to
Hedgemark Advisors, LLC, an entity of which Mr. Stanley is a 100% owner as a
retainer fee for financial and business development consulting services which
were rendered prior to his employment with the Company pursuant to a consulting
agreement dated June 15, 2006 which was cancelled on August 31, 2006.

         Voyager One is accounted for as a development stage company. We had no
revenues for the three months ended September 30, 2006 and 2005. At September
30, 2006, we had current assets of $613,715 and current liabilities of
$1,985,058. As a result, we had a working capital deficit of $1,371,343. 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 $367,004, accrued expenses of $1,224,423, accrued interest
of $96,180 and short-term notes payable of $297,451. In addition, long-term
notes payable and convertible debt totaled $1,000,500. We are in default on
three promissory notes issued to Coan dated April 22, 2004 with an outstanding
principal amount of $35,000 which matured on December 31, 2005, to Hemmel dated
January 1, 2005 with an outstanding principal amount of $49,900 which matured on
June 30, 2006 and to Nolan dated January 11, 2005 with outstanding principal
amount of $40,465 which matured on July 31, 2006.

         For the nine months ended September 30, 2006, net cash used in
operations was $376,977, net cash used in investing activities was $4,864 and
net cash provided by financing activities was $497,291. Net cash used in
operations consisted of a net loss of $1,066,565, accrued interest of $20,944,
expense advance of $50,500, prepaid expenses of $9,500 and prepaid insurance of
$5,471 offset by deferred financing costs of $23,201, depreciation and
amortization of $158,491, impairment charges related to intangible assets of
$135,275, issuance of options and warrants for services of $305,079, issuance
of common stock for accrued interest of $13,601, gain on sale of assets of
$7,046, accounts payable of $8,328, accrued liabilities of $88,431 and prepaid
consulting agreements of $36,551, an increase of $67,876 as compared to the
comparative period in 2005. Net cash used in investing activities consisted of
redemption of convertible debentures of $21,582 offset by $16,718 for the sale
of fixed assets. Net cash provided by financing activities consisted of the
issuance of common stock for cash totaling $310,099 and the issuance of notes
payable of $214,800 offset by payments of notes payable of $27,608.

         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.

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

         On December 15, 2004, Cornell Capital assigned one-half of the
convertible debentures plus accrued but unpaid interest on a pro rata basis to
Trey Resources pursuant to a written agreement. On March 8, 2005, Voyager One
consented to the assignment. On May 25, 2005, an additional debenture was issued
to Cornell Capital in the amount of $350,000 following the notification from the
Securities and Exchange Commission that our registration statement on Form SB-2
filed March 31, 2005, as amended, was declared effective on May 11, 2005. Our

                                   29

<PAGE>

Registration statement registers for resale 1,690,560 shares of our common stock
held by the selling security holders named in the registration statement which
includes 440,000 shares registered, each, for Cornell Capital and Trey
Resources. Voyager One will not receive any proceeds from the sale of shares
under the registration statement.

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

         On October 11, 2005, Cornell Capital purchased the remaining $100,000
three year convertible debenture upon notification, on October 4, 2006, from our
market maker, Basic Investors, Inc., that our information statement which was
filed on Form 15c-211 for quotation of our common stock on the Over The Counter
Bulletin Board with the National Association of Securities Dealers, Inc. was
approved. The trading symbol assigned to Voyager One, Inc. is "VYGO."

         On August 1, 2006, Voyager One, Inc. received a Notice of Conversion
from Cornell Capital Partners, LP for the conversion of principal of $10,886.98
and from Trey Resources for the conversion of principal of $10,695.21 of their
respective $150,000 debentures dated March 8, 2006 for 1,088,698 and 1,069,521
shares, respectively, at $0.01 per share based on 50% of the lowest closing bid
price for the five trading days prior to the conversion date. On August 8, 2006,
Voyager One redeemed these principal amounts of the debentures for a 50% premium
plus accrued interest for total payments of $17,103 to Cornell and $16,802 to
Trey Resources.

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

         Our current cash assets at September 30, 2006 are $121,645. In the
third quarter of 2006, we raised a total of $342,086. $202,086 came from
unaffiliated third parties through short term loans and $140,000 came from the
sales of securities. The proceeds were used to retire two promissory notes,
for partial payments of promissory notes and for general corporate obligations.

         On September 22, 2006, Voyager One entered into an independent
consultant agreement with Summit Financial Partners, LLC with an effective date
of September 11, 2006, for investors' communications and public relations
services up to December 11, 2007. Under the terms of the agreement, Voyager One
is to issue a total of 4,500,000 shares of the Company's restricted common stock
to Summit's principals. On September 28, 2006, the agreement was amended whereby
the designated principals were changed. 1,736,111 of these shares were purchased
at $0.072 per share for a total purchase price of $125,000. The remaining
2,763,889 shares are valued at the closing bid price of $0.11 per share or a
total of $304,028. Services are to include assistance in the development of
business plans, strategy and personnel and stockholder and public relations
functions. In the event Summit performs substantial services for any direct
competitor of the Company, then all of the shares are forfeited. The Company is
not precluded from entering into any agreements with third parties. Summit also
agrees to introduce the Company to third parties for the purpose of evaluating
potential equity or debt financing transactions. If a direct introduction occurs
resulting in a financing transaction, Summit is to be paid a 7% finder's fee of
the total gross funding in cash. If Summit introduces the Company to an
intermediary or broker dealer which results in a financing transaction with a
third party, then Summit is to receive a finder's fee in the amount of 3% of the
total gross funding in cash.

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

                                   30

<PAGE>

         To that end, on October 2, 2006, our Board of Directors approved an
amendment to the Company's articles of incorporation to change the name of the
corporation 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 was filed with the Securities and Exchange
Commission on October 16, 2006 and a Definitive Information Statement was filed
On November 1, 2006. The name change will become effective on or about December
1, 2006, twenty days after notice is mailed to the shareholders of record as of
October 27, 2006.

         Since the Company expects the oil and gas sector to be its primary
acquisition focus, on September 22, 2006, we entered into a joint venture
agreement with Applied Color Science so that it can proceed with, and bear the
expense of, the research and development, testing, evaluation and deployment of
the technology underlying our electronic film system. By so doing, management
can concentrate on business development in the oil and lubricant industry. Under
the terms of the agreement, Silicon contributes the use of our sensors, patents,
mechanical designs and hardware resources in existence and issues a total of
705,000 restricted shares of Voyager's common stock valued at the closing bid
price of $0.11 per share or a total of $77,550. Applied Color contributes
financial and technical resources, a patented image sensor connection interface,
and agrees to credit $11,000 owed by Silicon. The agreement terminates upon the
earlier of the successful development of a functional prototype, the mutual
consent of the parties or 180 days from the effective date. Silicon will retain
all ownership rights in the technology developed during the joint venture. Upon
termination, Applied Color and Silicon have ninety days to enter into either, a
licensing agreement for the technology developed during the joint venture, or a
revenue sharing agreement for the commercialization of the electronic film
system provided funding is provided by Applied Color or a third party. Applied
Color will receive a 25% share of revenues if it provides the financing or a 50%
share if a third party provides the financing. In the event no agreement is
finalized, then Silicon is free to license, sell or commercialize the technology
developed during the joint venture, in which case, Applied Color would be
entitled to a 25% share of revenue.

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

         On May 7, 2006 and July 10, 2006 Voyager One entered into letters of
intent to acquire Gulf Coast Petroleum, Inc. and the Homan Corporation,
respectively, both based in Chicago, Illinois. After extensive due diligence, on
May 31, 2006 and October 12, 2006, respectively, Voyager One decided not to
proceed with the acquisitions.

         By the end of the year, to initially ease fiscal constraints,
approximately $500,000 will be needed to cover some past due accounts payable,
notes payable and day-to-day operating expenses. Our primary need for cash
during the next 12 months will be to satisfy current liabilities of $1,985,058
as well as to support our expenses from operations and additional acquisitions
of middle market companies that refine, blend, bottle, or distribute petroleum
based lubricants to the manufacturing and automotive aftermarket. In the first
half of 2007, we anticipate a need to raise $1.5 million to satisfy these needs.

         Our operating capital will come from the sale of securities, funds
provided by certain officers and directors and loans and financing arrangements
with third parties. We currently do not have any financing arrangements or
agreements in place to obtain the funds necessary to cover these operational
expenses, capital expenditures and potential acquisitions. There is no guarantee
that Voyager One will be able to raise enough capital or generate revenues to
sustain our operations. If we are unsuccessful in obtaining additional working
capital, we may need to reduce operations that may result in a lower stock price
or cause us to cease operations altogether.

Item 3.  Controls and Procedures.

         Our President and Acting Chief Financial Officer up to September 1,
2006 (the "Certifying Officer") is responsible for establishing and maintaining
disclosure controls and procedures and internal controls and procedures for
financial reporting for the Company. The Certifying Officer has designed such
disclosure controls and procedures and internal controls and procedures for
financial reporting to ensure that material information is made known to him,
particularly during the period in which this report was prepared. The Certifying
Officer has evaluated the effectiveness of the Company's disclosure controls and
procedures and internal controls and procedures for financial reporting as of
September 30, 2006 and believes that the Company's disclosure controls and
procedures and internal controls and procedures for financial reporting are
effective based on the required evaluation. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                                   31


<PAGE>

                        PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         We are not a party to any pending legal proceeding.

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

         On July 12, 2006, Voyager One, Inc. issued 300,000 shares of restricted
common stock to an unaffiliated investor's communications and public relations
firm at $0.025 per share totaling $7,500 as a non-refundable retainer fee based
on the closing bid price on the date of execution of the engagement agreement.

         On July 18, 2006, Voyager One, Inc. issued 483,871 shares of restricted
common stock to an unaffiliated third party at $0.031 per share totaling $15,000
pursuant to a securities purchase agreement based on the closing bid price on
the date of purchase.

         On August 25, 2006, Voyager One, Inc. issued 90,000 shares of
restricted common stock to an unaffiliated investor's communications and public
relations firm at $0.09 per share totaling $8,100 as compensation based on the
closing bid price on the date of execution of the engagement agreement.

         On August 28, 2006, Voyager One, Inc. issued 100,000 shares of
restricted common stock to an unaffiliated third party as a commitment fee for a
6% note payable in the principal amount of $50,000 with a maturity date of
February 26, 2007 at $0.09 per share totaling $9,000 based on the closing bid
price as of August 25, 2006.

         On September 14, 2006, Voyager One, Inc. issued 100,000 shares of
restricted common stock to an unaffiliated third party as a commitment fee for a
6% note payable in the principal amount of $50,000 with a maturity date of March
14, 2007 at $0.11 per share totaling $11,000 based on the closing bid price on
the date of issuance.

         On September 22, 2006, Voyager One, Inc. issued 705,000 shares of
restricted common stock to unaffiliated third parties at $0.11 per share
totaling $77,550 based on the closing bid price on the date of issuance.

         On September 28, 2006, Voyager One, Inc. issued a total of 4,500,000
shares of restricted common stock as compensation to an unaffiliated investors'
communications and public relations firm that designated certain unaffiliated
third parties to receive the shares. 1,736,111 of these shares were issued at
$0.072 per share based on the closing bid price of $0.11 per share on the date
of execution of the engagement agreement for a total purchase price of $125,000.
The remaining 2,763,889 shares are valued at $304,028 based on the closing bid
price of $0.11.

The proceeds were used to retire two promissory notes, 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.


                                      32



<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 third quarter
         of 2006.

Item 5.  Other Information.

         None.

Item 6.

(a)      Exhibits.

<TABLE>

-----------  ----------------------------------------------------------------- ------------------------------------------------
EXHIBIT NO.    DESCRIPTION                                                       LOCATION
-----------  ----------------------------------------------------------------- ------------------------------------------------
<S>          <C>                                                               <C>
10.1         Engagement agreement between Voyager One and Hedgemark Advisors,  Provided herewith
             LLC dated June 20, 2006 as amended June 21, 2006
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.2         Independent Consulting Agreement between Voyager One, Inc. and    Incorporated by reference to Exhibit 10.1 of
             Summit Financial Partners, LLC dated September 22, 2006 as        Company's Current Report on Forms 8-K filed with
             amended September 8, 2006                                         the Securities and Exchange Commission on
                                                                               August 11, 2006 and October 4, 2006
-----------  ----------------------------------------------------------------- ------------------------------------------------
10.3         Joint Venture Agreement between Voyager One, Inc., on behalf of   Incorporated by reference to Exhibit 10 of
             its wholly owned subsidiary, Silicon Film Technologies, Inc. and  Company's Current Report on Form 8-k filed with
             Applied Color Science, Inc. dated September 22, 2006              the Securities and Exchange Commission on
                                                                               August 11, 2006
-----------  ----------------------------------------------------------------- ------------------------------------------------
31.1         Certification of Chief Financial Officer Pursuant to              Provided herewith
             Section 302 of the Sarbanes-Oxley Act
-----------  ----------------------------------------------------------------- ------------------------------------------------
31.2         Certification of Chief Executive Officer Pursuant to              Provided herewith
             Section 302 of the Sarbanes-Oxley Act
----------- --------------------------------------- -------------------------- ------------------------------------------------
32           Certification of Chief Executive Officer and Chief Financial      Provided herewith
             Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
----------- -----------------------------------------------------------------  ------------------------------------------------

</TABLE>

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


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

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

         On July 12, 2006, the Company filed a Form 8-K with the Securities and
         Exchange Commission under Item 8.01 (Other Events).

         On August 11, 2006, the Company filed a Form 8-K with the Securities
         and Exchange Commission under Item 8.01 (Other Events) and Item 9.01
         (Financial Statements and Exhibits).

         On September 1, 2006, the Company filed a Form 8-K with the Securities
         and Exchange Commission under Item 5.02 (Departure of Directors or
         Principal Officers; Election of Directors; Appointment of Principal
         Officers) and Item 9.01 (Financial Statements and Exhibits).

         On September 27, 2006, the Company filed a Form 8-K with the Securities
         and Exchange Commission under Item 1.01 (Entry Into a Material
         Definitive Agreement) and Item 9.01 (Financial Statements and
         Exhibits).

                                       33



<PAGE>


                                   Signatures
                                   ----------

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

                              Voyager One, Inc.

                              By /s/ John Lichter
                                 -----------------------------------------------
                                 John Lichter, Chief Executive Officer
                                 Date: 11/16/06

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President and Acting Chief
                                      Financial Officer up to 9/1/06
                                 Date: 11/16/06

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

                              By /s/ John Lichter
                                 -----------------------------------------------
                                 John Lichter, Chief Executive Officer and
                                   Director
                                 Date: 11/16/06

                              By /s/ Sebastien C. DuFort
                                 -----------------------------------------------
                                 Sebastien C. DuFort, President, Acting Chief
                                   Financial Officer up to 9/1/06 and Director
                                 Date: 11/16/06


                                       34