Table of Contents

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

**(Mark One)**

 

**x****     ****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended September 30, 2010**

 

**OR**

 

**o****        ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                  to                  **

 

**Commission File No. 0-50848**

 

**Voyager Oil & Gas, Inc.**

 (Exact name of registrant as specified in itscharter)

 

| **Delaware**                                    | ** ** | **77-0639000**      |
|-------------------------------------------------|------------|---------------------|
| (State or other  jurisdiction                   |       | (I.R.S. Employer    |
| of incorporation or  organization)              |       | Identification No.) |
|                                            |       |                |
| **2812  1st Avenue North, Suite 506** | ** ** | ** **          |
| **Billings,  Montana**                          | ** ** | **59101**           |
| (Address of principal  executive offices)       |       | (Zip Code)          |

 

Registrant’s telephonenumber, including area code:**(406) 245-4902**

 

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days.   Yes x  Noo

 

Indicate by check mark whether theregistrant has submitted electronically and posted on its corporate Web site,if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and postsuch files).   Yes o  No o

 

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated  filer o                |   | Accelerated filer o          |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-accelerated filer x                   |   | Smaller reporting  company o |
| (Do not check if a smaller  reporting company) |   |                              |

 

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).   Yes o  No x

 

As of November 12, 2010, therewere 45,344,431 shares of Common Stock, $0.001 par value per share outstanding.

 

 

 

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**VOYAGER OIL & GAS, INC.**

 

**INDEX**

 
| ** **    | ** **            | ** **                                                                                                                  | **Page of**   |
|---------------|-----------------------|-----------------------------------------------------------------------------------------------------------------------------|--------------------|
| ** **    | ** **            | ** **                                                                                                                  | **Form 10-Q** |
| PART I.  | FINANCIAL INFORMATION |                                                                                                                        |
|          |                  |                                                                                                                        |               |
|          | ITEM 1.               | FINANCIAL STATEMENTS                                                                                                        |               |
|          |                  |                                                                                                                        |               |
|          |                  | Condensed  Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009                 | 1                  |
|          |                  |                                                                                                                        |               |
|          |                  | Unaudited  Condensed Consolidated Statements of Operations for the three and nine months  ended September 30, 2010 and 2009 | 2                  |
|          |                  |                                                                                                                        |               |
|          |                  | Unaudited  Condensed Consolidated Statements of Cash Flows for the nine months ended  September 30, 2010 and 2009           | 3                  |
|          |                  |                                                                                                                        |               |
|          |                  | Notes to Unaudited Condensed Consolidated Financial  Statements                                                             | 4                  |
|          |                  |                                                                                                                        |               |
|          | ITEM 2.               | MANAGEMENT’S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                 | 16                 |
|          |                  |                                                                                                                        |               |
|          | ITEM 3.               | QUANTITATIVE  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                 | 23                 |
|          |                  |                                                                                                                        |               |
|          | ITEM 4.               | CONTROLS AND PROCEDURES                                                                                                     | 23                 |
|          |                  |                                                                                                                        |               |
| PART II. | OTHER INFORMATION     | 24                                                                                                                          |
|          |                  |                                                                                                                        |               |
|          | ITEM 1.               | LEGAL PROCEEDINGS                                                                                                           | 24                 |
|          |                  |                                                                                                                        |               |
|          | ITEM 1A.              | RISK FACTORS                                                                                                                | 24                 |
|          |                  |                                                                                                                        |               |
|          | ITEM 6.               | EXHIBITS                                                                                                                    | 24                 |
|          |                  |                                                                                                                        |               |
| SIGNATURES    | 24                    |

 

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Table of Contents

 

**PART 1 — FINANCIAL INFORMATION**

 

**ITEM 1. FINANCIAL STATEMENTS**

 

**VOYAGER OIL & GAS, INC.**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

**AS OF SEPTEMBER 30, 2010(UNAUDITED) AND DECEMBER 31, 2009**

 
| ** **                                                                                                                                  | ** ** | **September 30,** | ** ** | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                                                                                                                                  | ** ** | **2010**               | ** ** | **2009**              | ** ** |
| ** **                                                                                                                                  | ** ** | **(Unaudited)**        | ** ** | **(Audited)**         | ** ** |
| **ASSETS**                                                                                                                                  |       |                   |       |                  |       |
| **CURRENT ASSETS**                                                                                                                          |       |                   |       |                  |       |
| Cash and  Cash Equivalents                                                                                                                  |       | $                      | 13,939,894 |                  | $          | 691,263 |   |
| Trade  Receivables                                                                                                                          |       | 390,995                |       | 275,151               |       |
| Short  Term Investments                                                                                                                     |       | 1,231,787              |       | —                |       |
| Prepaid  Drilling Costs                                                                                                                     |       | 2,927,017              |       | —                |       |
| Note  Receivable                                                                                                                            |       | 500,000                |       | —                |       |
| Prepaid  Expenses                                                                                                                           |       | 121,722                |       | —                |       |
| Restricted  Cash                                                                                                                            |       | 51,000                 |       | —                |       |
| Other  Current Assets                                                                                                                       |       | 129,569                |       | 7,781                 |       |
| Total  Current Assets                                                                                                                       |       | 19,291,984             |       | 974,195               |       |
|                                                                                                                                        |       |                   |       |                  |       |
| **PROPERTY AND EQUIPMENT**                                                                                                                  |       |                   |       |                  |       |
| Oil and  Gas Properties, Full Cost Method (including unevaluated cost of $31,116,522  at 9/30/10 and $4,477,236 at 12/31/2009)              |       | 31,790,870             |       | 4,477,236             |       |
| Office  Equipment and Furniture                                                                                                             |       | 18,346                 |       | 17,748                |       |
| Total  Property and Equipment                                                                                                               |       | 31,809,216             |       | 4,494,984             |       |
| Less -  Accumulated Depreciation and Depletion                                                                                              |       | 173,727                |       | 30                    |       |
| Total  Property and Equipment Net                                                                                                           |       | 31,635,489             |       | 4,494,954             |       |
|                                                                                                                                        |       |                   |       |                  |       |
| Total  Assets                                                                                                                               |       | $                      | 50,927,473 |                  | $          | 5,469,149 |   |
|                                                                                                                                        |       |                   |       |                  |       |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                                                                              |       |                   |       |                  |       |
|                                                                                                                                        |       |                   |       |                  |       |
| **CURRENT LIABILITIES**                                                                                                                     |       |                   |       |                  |       |
| Accounts  Payable                                                                                                                           |       | $                      | 707,276    |                  | $          | 30,712 |   |
| Accrued  Expenses                                                                                                                           |       | 109,724                |       | 5,833                 |       |
| Operating  Lease Reserve                                                                                                                    |       | 301,136                |       | —                |       |
| Senior  Secured Promissory Notes                                                                                                            |       | 14,779,932             |       | —                |       |
| Total  Current Liabilities                                                                                                                  |       | 15,898,068             |       | 36,545                |       |
|                                                                                                                                        |       |                   |       |                  |       |
| **LONG-TERM LIABILITIES**                                                                                                                   |       |                   |       |                  |       |
| Other  Noncurrent Liabilities                                                                                                               |       | 1,319                  |       | —                |       |
|                                                                                                                                        |       |                   |       |                  |       |
| Total  Liabilities                                                                                                                          |       | 15,899,387             |       | 36,545                |       |
|                                                                                                                                        |       |                   |       |                  |       |
| **STOCKHOLDER’S EQUITY**                                                                                                               |       |                   |       |                  |       |
| Preferred  Stock; Par Value $.001; 20,000,000 Shares Authorized; none Issued or  Outstanding                                                |       | —                 |       | —                |       |
| Common  Stock - Par Value $.001; 100,000,000 Shares Authorized; 45,344,431 Shares  Outstanding (12/31/2009 - 21,119,505 Shares Outstanding) |       | 45,344                 |       | 21,120                |       |
| Additional  Paid-in Capital                                                                                                                 |       | 39,102,158             |       | 7,665,456             |       |
| Accumulated  Deficit                                                                                                                        |       | (4,119,416             | )          | (2,260,458            | )          |
| Accumulated  Other Comprehensive Income (Loss)                                                                                              |       | —                 |       | 6,486                 |       |
| Total  Stockholders’ Equity                                                                                                            |       | 35,028,086             |       | 5,432,604             |       |
|                                                                                                                                        |       |                   |       |                  |       |
| Total  Liabilities and Stockholders’ Equity (Deficit)                                                                                  |       | $                      | 50,927,473 |                  | $          | 5,469,149 |   |

 

The accompanying notes are anintegral part of these unaudited condensed consolidated financial statements

 

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**VOYAGER OIL & GAS, INC.**

**UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**

**FOR THE THREE AND NINE MONTHSENDED SEPTEMBER 30, 2010 AND 2009**

 
| ** **                                                  | ** ** | **Three Months Ended September 30,** | ** ** | **Nine Months Ended September 30,** | ** ** |
|-------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **                                                  | ** ** | **2010**                                                 | ** ** | **2009**                                                | ** ** | **2010** | ** ** | **2009** | ** ** |
| **REVENUES**                                                |       |                                                     |       |                                                    |       |   |   |   |   |
| Oil and  Gas Sales                                          | ** ** | $                                                        | 265,229    |                                                    | $          | — |   | $ | 450,274 |   | $ | — |   |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| **OPERATING EXPENSES**                                      | ** ** |                                                     |       |                                                    |       |   |   |   |   |
| Production  Expenses                                        |       | 4,994                                                    |       | —                                                  |       | 5,690 |   | — |   |
| Production  Taxes                                           |       | 3,173                                                    |       | —                                                  |       | 9,011 |   | — |   |
| General  and Administrative Expense                         |       | 580,934                                                  |       | 14,313                                                  |       | 1,276,644 |   | 15,386 |   |
| Depletion  of Oil and Gas Properties                        |       | 101,000                                                  |       | —                                                  |       | 171,500 |   | — |   |
| Depreciation  and Amortization                              |       | 732                                                      |       | —                                                  |       | 2,197 |   | — |   |
| Accretion  of Discount on Asset Retirement Obligations      |       | 63                                                       |       | —                                                  |       | 104 |   | — |   |
| Total  Expenses                                             |       | 690,896                                                  |       | 14,313                                                  |       | 1,465,146 |   | 15,386 |   |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| **LOSS FROM OPERATIONS**                                    | ** ** | (425,667                                                 | )          | (14,313                                                 | )          | (1,014,872 | ) | (15,386 | ) |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| **OTHER INCOME (EXPENSE)**                                  | ** ** |                                                     |       |                                                    |       |   |   |   |   |
| Merger  Costs                                               | ** ** | (3,018                                                   | )          | —                                                  |       | (735,942 | ) | — |   |
| Interest  Expense                                           | ** ** | (60,933                                                  | )          | —                                                  |       | (60,933 | ) | — |   |
| Other  Income (Expense)                                     | ** ** | (4,412                                                   | )          | 895                                                     |       | 1,719 |   | 2,916 |   |
| Total  Income (Expense)                                     | ** ** | (68,363                                                  | )          | 895                                                     |       | (795,156 | ) | 2,916 |   |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| **LOSS BEFORE INCOME TAXES**                                | ** ** | (494,030                                                 | )          | (13,418                                                 | )          | (1,810,028 | ) | (12,470 | ) |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| **INCOME TAX PROVISION**                                    | ** ** | 16,310                                                   |       | —                                                  |       | 48,930 |   | — |   |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| **NET LOSS**                                                |       | $                                                        | (510,340   | )                                                       | $          | (13,418 | ) | $ | (1,858,958 | ) | $ | (12,470 | ) |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| Net  Income (Loss) Per Common Share –Basic and Diluted |       | $                                                        | (0.01      | )                                                       | $          | (0.00 | ) | $ | (0.05 | ) | $ | (0.00 | ) |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| Weighted  Average Shares Outstanding – Basic           |       | 45,344 ,431                                              |       | 5,343,149                                               |       | 35,576,549 |   | 5,040,808 |   |
|                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| Weighted  Average Shares Outstanding - Diluted              |       | 45,344,431                                               |       | 5,343,149                                               |       | 35,576,549 |   | 5,040,808 |   |

 

The accompanying notes are anintegral part of these unaudited condensed consolidated financial statements

 

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**VOYAGER OIL & GAS, INC.**

**UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**

**FOR THE NINE MONTHS ENDEDSEPTEMBER 30, 2010 AND 2009**

 
| ** **                                                                                | ** ** | **Nine Months Ended September 30,** | ** ** |
|-------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **                                                                                | ** ** | **2010**                                                | ** ** | **2009** | ** ** |
| **CASH FLOWS FROM OPERATING ACTIVITIES**                                                  |       |                                                    |       |   |   |
| Net  Income (Loss)                                                                        |       | $                                                       | (1,858,958 | ) | $ | (12,470 | ) |
| Adjustments  to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: |       |                                                    |       |   |   |
| Depletion  of Oil and Gas Properties                                                      |       | 171,500                                                 |       | — |   |
| Depreciation  and Amortization                                                            |       | 2,197                                                   |       | — |   |
| Amortization  of Premium on Bonds                                                         |       | 46,448                                                  |       | — |   |
| Amortization  of Loan Discount                                                            |       | 4,932                                                   |       | — |   |
| Loss on  Disposal of Property and Equipment                                               |       | 34,305                                                  |       | — |   |
| Cash  Paid for Income Taxes                                                               |       | —                                                  |       | (6,464 | ) |
| Accretion  of Discount on Asset Retirement Obligations                                    |       | 104                                                     |       | — |   |
| Gain on  Sale of Available for Sale Securities                                            |       | (1,520                                                  | )          | — |   |
| Share -  Based Compensation Expense                                                       |       | 661,719                                                 |       | — |   |
| Changes  in Working Capital and Other Items:                                              |       |                                                    |       |   |   |
| Increase  in Trade Receivables                                                            |       | (390,995                                                | )          | — |   |
| Decrease  in Restricted Cash                                                              |       | 99,000                                                  |       | — |   |
| Increase  in Prepaid Expenses                                                             |       | (25,913                                                 | )          | — |   |
| Decrease  in Other Current Assets                                                         |       | 79,135                                                  |       | (84,192 | ) |
| Increase  in Accounts Payable                                                             |       | 224,892                                                 |       | 4,125 |   |
| Increase  in Accrued Expenses                                                             |       | 41,431                                                  |       | — |   |
| Decrease  in Operating Lease Reserve                                                      |       | (184,030                                                | )          | — |   |
| Net Cash  Used For Operating Activities                                                   |       | (1,095,753                                              | )          | (99,001 | ) |
|                                                                                      |       |                                                    |       |   |   |
| **CASH FLOWS FROM INVESTING ACTIVITIES**                                                  |       |                                                    |       |   |   |
| Cash  Received from Merger Agreement                                                      |       | 17,413,845                                              |       | — |   |
| Purchases  of Office Equipment and Furniture                                              |       | (598                                                    | )          | — |   |
| Increase  in Prepaid Drilling Costs                                                       |       | (2,927,017                                              | )          | — |   |
| Proceeds  from Sale of Available for Sale Securities                                      |       | 8,780,881                                               |       | — |   |
| Purchases  of Available for Sale Securities                                               |       | —                                                  |       | (332,956 | ) |
| Cash  Paid for Accrued Interest                                                           |       | —                                                  |       | (7,977 | ) |
| Increase  in Oil and Gas Properties                                                       |       | (24,501,847                                             | )          | (1,418,931 | ) |
| Net Cash  Used For Investing Activities                                                   |       | (1,234,736                                              | )          | (1,759,864 | ) |
|                                                                                      |       |                                                    |       |   |   |
| **CASH FLOWS FROM FINANCING ACTIVITIES**                                                  |       |                                                    |       |   |   |
| Proceeds  from Issuance of Common Stock - Net of Issuance Costs                           |       | 779,240                                                 |       | 2,518,998 |   |
| Proceeds  from Issuance of Senior Secured Promissory Notes                                |       | 14,775,000                                              |       | — |   |
| Proceeds  from Exercise of Options                                                        |       | 24,880                                                  |       | — |   |
| Net Cash  Provided by Financing Activities                                                |       | 15,579,120                                              |       | 2,518,998 |   |
|                                                                                      |       |                                                    |       |   |   |
| **NET INCREASE IN CASH AND CASH EQUIVALENTS**                                             |       | 13,248,631                                              |       | 660,133 |   |
|                                                                                      |       |                                                    |       |   |   |
| **CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD**                                  |       | 691,263                                                 |       | 1,775,423 |   |
|                                                                                      |       |                                                    |       |   |   |
| **CASH AND CASH EQUIVALENTS – END OF PERIOD**                                        |       | $                                                       | 13,939,894 |   | $ | 2,435,556 |   |
|                                                                                      |       |                                                    |       |   |   |
| **Supplemental Disclosure of Cash Flow Information**                                      |       |                                                    |       |   |   |
| Cash  Paid During the Period for Interest                                                 |       | $                                                       | —     |   | $ | — |   |
| Cash Paid  During the Period for Income Taxes                                             |       | $                                                       | —     |   | $ | 6,464 |   |
|                                                                                      |       |                                                    |       |   |   |
| Non-Cash Financing and Investing Activities:                                              |       |                                                    |       |   |   |
| Purchase of Oil and Gas Properties Paid Subsequent to Period End                          |       | $                                                       | 451,672    |   | $ | — |   |
| Purchase of Oil and Gas Properties through Issuance of Common Stock                       |       | $                                                       | 2,358,900  |   | $ | — |   |
| Payment of Compensation through Issuance of Common Stock                                  |       | $                                                       | 172,128    |   | $ | — |   |
| Fair Value of Warrants and Options Granted as Compensation                                |       | $                                                       | 489,591    |   | $ | — |   |
| Capitalized Asset Retirement Obligations                                                  |       | $                                                       | 1,215      |   | $ | — |   |
| Payment of Capital Raise Costs with Issuance of Common Stock                              |       | $                                                       | 186,340    |   | $ | 36,975 |   |

 

The accompanying notes are anintegral part of these unaudited condensed consolidated financial statements.

 

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**VOYAGER OIL & GAS, INC.**

**(Formerly ante4, Inc.)**

**Notes toUnaudited Condensed Consolidated Financial Statements**

 

**NOTE 1     ORGANIZATION AND NATUREOF BUSINESS**

 

OnApril 16, 2010, Voyager Oil & Gas, Inc. (formerlyante4, Inc.) (the “Company” or “Voyager”), Plains EnergyAcquisition, Inc. (“Acquisition Sub”) and Plains EnergyInvestments, Inc. (“the Target Company”) entered into an Agreement andPlan of Merger (the “Merger Agreement”).  Under the Merger Agreement,Acquisition Sub merged with and into the Target Company, with the TargetCompany remaining as the surviving corporation and a wholly-owned subsidiary ofthe Company (the “Merger”).  On the Closing Date, the Company filed aCertificate of Amendment with the State of Delaware to change its name fromante4, Inc. to Voyager Oil & Gas, Inc.  The Company iscurrently a holding company parent of the Target Company, and the Company’sbusiness operations following the Merger are those of the Target Company.Further details of the Merger are provided in Note 15 in the footnotes to thecondensed consolidated financial statements.

 

OnJune 14, 2010 the Company completed the spin-off of ante5, Inc. (“ante5”).ante5 was previously a wholly-owned subsidiary of Voyager and holds certainassets principally related to Voyager’s prior entertainment and consumerproducts business. ante5 has become a separate publicly reporting U.S.company.  The spin-off was completed through the distribution of one shareof ante5 common stock for each share of Voyager common stock held bystockholders as of the record date, June 24, 2010. The terms of thespin-off and the assets, liabilities and business of ante5 are described infurther detail in Note 16 in the footnotes to the condensed consolidatedfinancial statements.

 

Voyageris an independent energy company engaged in the business of acquiring acreagein prospective natural resource plays in the states of Montana and North Dakotawithin the Williston Basin of the United States and the states of Colorado andWyoming within the Denver-Julesberg Basin of the United States.  TheCompany seeks to accumulate acreage blocks and build net asset value via theproduction of hydrocarbons in repeatable and scalable opportunities. Voyager is no longer considered a development stage company. In prior years2007-2009, the pre-merger Target Company was considered a development stagecompany.

 

TheCompany is governed by a board of directors and managed by its officers. The affairs of the Company are governed by Delaware law and the Company’sBylaws.

 

Managementhas determined that the Company should focus on projects in the oil and gasindustry primarily based in the Rocky Mountains and specifically the WillistonBasin Bakken Shale formation and Denver Julesburg Basin Niobrara formation.This is based upon a belief that the Company is able to create value viastrategic acreage acquisitions and convert the value or portion thereof intoproduction by utilizing experienced industry partners specializing in thespecific areas of interest.  The Company has targeted specific prospectsand has engaged in the drilling for oil and gas.

 

TheCompany has two employees as of September 30, 2010. The Company will seekto retain independent contractors to assist in operating and managing theprospects as well as to carry out the principal and necessary functionsincidental to the oil and gas business.  With the continued acquisition ofoil and gas properties, the Company intends to continue to establish itselfwith industry partners best suited to the areas of operation.  As theCompany continues to establish a revenue base with cash flow, it may seekopportunities more aggressive in nature.

 

Asan independent oil and gas producer, the Company’s revenue, profitability andfuture rate of growth are substantially dependent on prevailing prices ofnatural gas and crude oil.  Historically, the energy markets have beenvery volatile and it is likely that oil and gas prices will continue to besubject to wide fluctuations in the future.  A substantial or extendeddecline in natural gas and oil prices could have a material adverse effect onthe Company’s financial position, results of operations, cash flows and accessto capital, and on the quantities of natural gas and oil reserves that can beeconomically produced.

 

**NOTE 2     SIGNIFICANT ACCOUNTINGPOLICIES**

 

Thefinancial information included herein is unaudited, except the balance sheet asof December 31, 2009, which was derived from the Company’s auditedfinancial statements as of December 31, 2009.  However, suchinformation includes all adjustments (consisting solely of normal recurringadjustments), which are in the opinion of management, necessary for a fairpresentation of financial position, results of operations and cash flows forthe periods presented.  The results of operations for interim periods arenot necessarily indicative of the results to be expected for an entire year.

 

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Certaininformation, accounting policies, and footnote disclosures normally included inthe financial statements prepared in accordance with generally acceptedaccounting principles (“GAAP”) in the United States have been condensed oromitted pursuant to certain rules and regulations of the Securities andExchange Commission.  The financial statements should be read inconjunction with the audited financial statements and notes for the year endedDecember 31, 2009.

 

Asa result of the reverse acquisition discussed in Note 1 the historicalfinancial statements presented for the periods prior to the acquisition dateare the financial statements of Plains Energy Investments, Inc.  Theoperations of Voyager Oil & Gas, Inc. have been included in thefinancial statements from the date of acquisition.

 

Cashand Cash Equivalents

 

TheCompany considers highly liquid investments with insignificant interest raterisk and original maturities to the Company of three months or less to be cashequivalents.  Cash equivalents consist primarily of interest-bearingbank accounts and money market funds.  TheCompany’s cash positions represent assets held in checking and money market accounts.  Theseassets are generally available to the Company on a daily or weekly basis andare highly liquid in nature.  Due to the balances being greater than$250,000, the Company does not have FDIC coverage on the entire amount of bankdeposits.  The Company believes this risk is minimal.

 

RestrictedCash

 

AtSeptember 30, 2010, the Company has $51,000 of restricted cash. Therestricted cash serves as collateral for an irrevocable standby letter ofcredit that provides financial assurance that the Company will fulfill itsobligations with respect to an office lease. The cash is held in custody by theissuing bank, is restricted as to withdrawal or use, and is currently investedin interest-bearing money market funds. Income from these investments is paidto the Company and recognized in other income.

 

Short-TermInvestments

 

Allmarketable debt and equity securities that are included in short-terminvestments are considered available-for-sale and are carried at fairvalue.  The short-term investments are considered current assets dueto the Company’s ability and intent to use them to fund currentoperations.  The unrealized gains and losses related to thesesecurities are included in accumulated other comprehensive income(loss).   When securities are sold, their cost is determined based onthe first-in first-out method.  The realized gains and losses relatedto these securities are included in other income in the statements ofoperations. As the Company has no short-term investments as of September 30,2010, there are no unrealized gains and losses included in accumulated othercomprehensive income (loss) as of September 30, 2010.

 

OtherProperty and Equipment

 

Propertyand equipment that are not oil and gas properties are recorded at cost anddepreciated using the straight-line method over their estimated useful lives ofthree to seven years.  Expenditures for replacements, renewals, andbetterments are capitalized.  Maintenance and repairs are charged tooperations as incurred.  Long-lived assets, other than oil and gasproperties, are evaluated for impairment to determine if current circumstancesand market conditions indicate the carrying amount may not berecoverable.  The Company has not recognized any impairment losses onnon oil and gas long-lived assets.  Depreciation expense was $2,197for the nine months ended September 30, 2010.

 

AssetRetirement Obligations

 

TheCompany records the fair value of a liability for an asset retirementobligation in the period in which the asset is acquired and a correspondingincrease in the carrying amount of the related long-lived asset.  Theliability is accreted to its present value each period, and the capitalizedcost is depreciated over the useful life of the related asset.  Ifthe liability is settled for an amount other than the recorded amount, a gainor loss is recognized.

 

RevenueRecognition and Gas Balancing

 

TheCompany recognizes oil and gas revenues from its interests in producing wellswhen production is delivered to, and title has transferred to, the purchaserand to the extent the selling price is reasonably determinable.  TheCompany uses the sales method of accounting for gas balancing of gas productionand would recognize a liability if the existing proven reserves were notadequate to cover the current imbalance situation.  As ofSeptember 30, 2010, the Company’s natural gas production was in balance,i.e., its cumulative portion of gas production taken and sold from wells inwhich we have an interest equaled the Company’s entitled interest in gasproduction from those wells.

 

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Stock-BasedCompensation

 

TheCompany has accounted for stock-based compensation under the provisions of FASBAccounting Standards Codification (ASC) 718-10-55. This standard requiresthe Company to record an expense associated with the fair value of stock-basedcompensation.  The Company uses the Black-Scholes option valuationmodel to calculate stock based compensation at the date ofgrant.  Option pricing models require the input of highly subjectiveassumptions, including the expected price volatility.  Changes inthese assumptions can materially affect the fair value estimate.

 

IncomeTaxes

 

TheCompany accounts for income taxes under FASB ASC 740-10-30*.* Deferred income tax assets andliabilities are determined based upon differences between the financialreporting and tax bases of assets and liabilities and are measured using theenacted tax rates and laws that will be in effect when the differences areexpected to reverse.  Accounting standards require the considerationof a valuation allowance for deferred tax assets if it is “more likely than not”that some component or all of the benefits of deferred tax assets will not berealized.

 

NetIncome (Loss) Per Common Share

 

NetIncome (Loss) per common share is based on the Net Income (Loss) divided by theweighted average number of common shares outstanding.

 

Dilutedearnings per share are computed using weighted average number of common sharesplus dilutive common share equivalents outstanding during the period using thetreasury stock method.  As the Company has a loss for the three andnine month periods ended September 30, 2010 the potentially dilutiveshares are anti-dilutive and are thus not added into the earnings per sharecalculation.

 

Asof September 30, 2010, there are 229,000 stock options that are issued andpresently exercisable and represent potentially dilutive shares.

 

Asof September 30, 2010, there are also 700,000 stock options that have beengranted but are not presently exercisable and represent potentially dilutiveshares.

 

Asof September 30, 2010 there are also 1,563,051 warrants that are issuedbut not presently exercisable.  These warrants have an exercise price of$.98 and vest in December 2011.

 

FullCost Method

 

TheCompany follows the full cost method of accounting for oil and gas operationswhereby all costs related to the exploration and development of oil and gasproperties are initially capitalized into a single cost center (“full cost pool”).  Suchcosts include land acquisition costs, geological and geophysical expenses,carrying charges on non-producing properties, costs of drilling directlyrelated to acquisition, and exploration activities.

 

Proceedsfrom property sales will generally be credited to the full cost pool, with nogain or loss recognized, unless such a sale would significantly alter therelationship between capitalized costs and the proved reserves attributable tothese costs.  A significant alteration would typically involve a saleof 25% or more of the proved reserves related to a single full costpool.  There were no property sales for the nine month period endedSeptember 30, 2010.

 

Capitalizedcosts associated with impaired properties and capitalized cost related toproperties having proved reserves, plus the estimated future development costs,asset retirement costs under FASB ASC 410-20-25 will be depleted and amortizedon the unit-of-production method based on the estimated gross proved reservesas determined by independent petroleum engineers.  The costs ofunproved properties are withheld from the depletion base until such time asthey are either developed or abandoned.  When proved reserves areassigned or the property is considered to be impaired, the cost of the propertyor the amount of the impairment is added to costs subject to depletioncalculations.  As of September 30,2010, the Company included $8,280 of costs related to top lease impairmentwhich costs are subject to the depletion calculation.

 

Capitalizedcosts of oil and gas properties (net of related deferred income taxes) may notexceed an amount equal to the present value, discounted at 10% per annum, ofthe estimated future net cash flows from proved oil and gas reserves plus thecost of unevaluated properties (adjusted for related income taxeffects).  Should capitalized costs exceed this ceiling, impairmentis recognized.  The present value of estimated future net cash flowsis computed by applying the 12-month average price of oil and natural gas basedon 

 

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theprices in effect at the beginning of each month to estimated future productionof proved oil and gas reserves as of period-end, less estimated futureexpenditures to be incurred in developing and producing the proved reserves andassuming continuation of existing economic conditions.  Such presentvalue of proved reserves’ future net cash flows excludes future cash outflowsassociated with settling asset retirement obligations that have been accrued onthe Balance Sheet.  Should this comparison indicate an excess carryingvalue, the excess is charged to earnings as an impairment expense.

 

JointVentures

 

Thefinancial statements as of September 30, 2010 include the accounts of theCompany and its proportionate share of the assets, liabilities, and results ofoperations of the joint ventures it is involved in.

 

Useof Estimates

 

Thepreparation of financial statements under GAAP in the United States requiresmanagement to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period.  The most significantestimates relate to certain factors involved in the estimates relating tocertain oil and natural gas revenues and expenses, valuation of share basedcompensation and the valuation of deferred income taxes.  Actual resultsmay differ from those estimates.

 

Reclassifications

 

Certainreclassifications have been made to prior periods’ reported amounts in order toconform with the current period presentation. These reclassifications did notimpact the Company’s net income, stockholders’ equity or cash flows.

 

Impairment

 

FASBASC 360-10-35-21 requires that long-lived assets to be held and used bereviewed for impairment whenever events or changes in circumstances indicatethat the carrying amount of an asset may not be recoverable.  Oil andgas properties accounted for using the full cost method of accounting (whichthe Company uses) are excluded from this requirement but continue to be subjectto the full cost method’s impairment rules.  There was no impairmentidentified at September 30, 2010.

 

RecentAccounting Pronouncements

 

InFebruary 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855)- Amendments to Certain Recognition and Disclosure Requirements.” ASU 2010-09requires an entity that is a SEC filer to evaluate subsequent events throughthe date that the financial statements are issued and removes the requirementthat a SEC filer disclose the date through which subsequent events have beenevaluated. ASC 2010-09 was effective upon issuance. The adoption of thisstandard had no effect on the Company’s results of operations or financialposition.

 

InApril 2010, the FASB issued ASU 2010-13, “Compensation - StockCompensation (Topic 718) - Effect of Denominating the Exercise Price of aShare-Based Payment Award in the Currency of the Market in Which the UnderlyingEquity Security Trades.” ASU 2010-13 provides amendments to Topic 718 toclarify that an employee share-based payment award with an exercise pricedenominated in the currency of a market in which a substantial portion of theentity’s equity securities trades should not be considered to contain acondition that is not a market, performance, or service condition. Therefore,an entity would not classify such an award as a liability if it otherwisequalifies as equity. The amendments in ASU 2010-13 are effective for fiscalyears, and interim periods within those fiscal years, beginning on or afterDecember 15, 2010. The adoption of this standard will not have an effecton the Company’s results of operations or financial position.

 

Fromtime to time, new accounting pronouncements are issued by FASB that are adoptedby the Company as of the specified effective date.  If not discussed,management believes that the impact of recently issued standards, which are notyet effective, will not have a material impact on the Company’s financialstatements upon adoption.

 

Changein Reporting Period End

 

OnJuly 29, 2010, the Company’s Board of Directors approved a change in theCompany’s fiscal year end to a traditional calendar year from that of a lastSunday of quarter end period.  The change in reporting period has beenreflected in this Quarterly Report on Form 10-Q.  The Company’sfiscal year end will now be December 31, and the quarters will end onMarch 31, June 30 and September 30.

 

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**NOTE 3     SHORT-TERM INVESTMENTS**

 

Allmarketable debt and equity securities that are included in short-terminvestments are considered available-for-sale and are carried at fairvalue.  The short-term investments are considered current assets dueto the Company’s ability and intent to use them to fund currentoperations.  The unrealized gains and losses related to thesesecurities are included in accumulated other comprehensive income.  When securities are sold, their cost is determined based on the first-infirst-out method.  The realized gains and losses related to thesesecurities are included in other income in the statements of operations.

 

Thefollowing is a summary of the Company’s short-term investments as ofSeptember 30, 2010:

 
| ** **                   | ** ** | **Cost at  September 30,  2010** | ** ** | **Unrealized Gain** | ** ** | **Fair  Market  Value at  September 30,  2010** | ** ** |
|------------------------------|------------|--------------------------------------------|------------|--------------------------|------------|-----------------------------------------------------------|------------|
| Certificates of Deposit      |       | 1,231,000                                  |       | 787                      |       | 1,231,787                                                 |       |
| Total Short-Term Investments |       | $                                          | 1,231,000  |                     | $          | 787                                                       |       | $ | 1,231,787 |   |
|                              |            |                                            |            |                          |            |                                                           |            |  |  |  |

 

Forthe nine months ended September 30, 2010 there were realized gains of$1,520 recognized on the sale of investments.

 

**NOTE 4     PROPERTY AND EQUIPMENT**

 

Propertyand equipment at September 30, 2010 consisted of the following:

 
| ** **                                                        | ** ** | **September 30,  2010** | ** ** |
|-------------------------------------------------------------------|------------|------------------------------|------------|
| Oil and Gas Properties, Full Cost Method                          |       |                         |       |
| Unevaluated Costs, Not Subject to Amortization or  Ceiling Test   |       | $                            | 31,116,522 |   |
| Evaluated Costs                                                   |       | 674,348                      |       |
|                                                              |       | 31,790,870                   |       |
| Office Equipment, Furniture, Leasehold  Improvements and Software |       | 18,346                       |       |
|                                                              |       | 31,809,216                   |       |
| Less: Accumulated Depreciation, Depletion and  Amortization       |       |                         |       |
| Property and Equipment                                            |       | 173,727                      |       |
| Total                                                             |       | $                            | 31,635,489 |   |

 

Thefollowing table shows depreciation, depletion, and amortization expense by typeof asset:

 
| ** **                                                 | ** ** | **Nine Months  Ended September 30,** | ** ** |
|------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                                 | ** ** | **2010**                                            | ** ** | **2009** | ** ** |
| Depletion of Costs for Evaluated Oil and Gas  Properties   |       | $                                                   | 171,500    |   | $ | — |   |
| Depreciation of Office Equipment, Furniture, and  Software |       | 2,197                                               |       | — |   |
| Total Depreciation, Depletion, and Amortization  Expense   |       | $                                                   | 173,697    |   | $ | — |   |

 

**NOTE 5     OIL AND GAS PROPERTIES**

 

MajorJoint Venture

 

InMay 2008, the Company entered into the Major Joint Venture Agreement witha third-party partner to acquire certain oil and gas leases in the Tiger RidgeGas Field in Blaine, Hill, and Choteau Counties of Montana. Under the terms ofthe agreement, the Company is responsible for all lease acquisition costs. Thethird-party joint venture partner is responsible for coordinating the geology,acquiring the leases in its name, preparing and disseminating assignments,accounting for the project costs and administration of the well operator. TheCompany controls an 87.5% working interest on all future production andreserves, while the third-party joint venture partner controls 12.5%. The jointventure had accumulated oil and gas leases totaling 67,000 net mineral acres asof September 30, 2010. The Company has committed to a minimum of$1,000,000 and up to $2,000,000 toward this joint venture. The third-partyjoint venture partner issues cash calls during the year to replenish the jointventure cash account. The Company’s contributions to the joint venture totaled$1,993,788 as of September 30, 2010. The unutilized cash balance was$79,750 as of September 30, 2010.

 

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*Tiger Ridge Joint Venture*

 

InNovember 2009, the Company entered into the Tiger Ridge Joint VentureAgreement with a third-party and a well operator to develop and exploit adrilling program in two certain blocks of acreage in the Major Joint Venture,which is an area of mutual interest. The Company controls a 70.0% workinginterest, while the third-party investor and well operator control 10% and 20%,respectively.  The Agreement requires that all parties contribute in cashtheir proportional share to cover all costs incurred in developing these blocksof acreage for drilling.

 

*Big Snowy Joint Venture*

 

InOctober 2008, the Company entered into the Big Snowy Joint VentureAgreement with an administrator third-party to acquire certain oil and gasleases in the Heath Oil play in Musselshell, Petroleum, Garfield, Rosebud andFergus Counties of Montana, and another third-party to perform as theoperator.  Under the terms of the agreement, the Company is responsiblefor 72.5% of lease acquisition costs, and the other two third-parties areindividually responsible for 2.5% and 25% of the lease acquisition costs. Theadministrator third-party joint venture partner is responsible for coordinatingthe geology, acquiring the leases in its name, preparing and disseminatingassignments, accounting for the project costs and administration of the welloperator. The Company controls a 72.5% working interest on all futureproduction and reserves, while the administrator third-party joint venturepartner controls 2.5% and the well operator controls 25%. The joint venture hadaccumulated oil and gas leases totaling 33,562 net mineral acres as ofSeptember 30, 2010. The Company is committed to a minimum of $1,000,000 and up to$1,993,750 toward this joint venture, with all partners, including the Company,committing a minimum of $2,750,000. The administrator third-party joint venturepartner issues cash calls during the year to replenish the joint venture cashaccount. The Company’s contributions to the joint venture totaled $724,744 asof September 30, 2010. The unutilized cash balance was $11,806 as ofSeptember 30, 2010.

 

NiobraraDevelopment with Slawson Exploration Company, Inc.

 

OnJune 28, 2010, the Company entered into an exploration and developmentagreement with Slawson Exploration Company, Inc. (“Slawson”) to developSlawson’s 48,000 net acres in the Denver-Julesberg Basin Niobrara Formation inWeld County, Colorado.  Slawson commenced the continuous drilling programin early July 2010 with an initial series of three test wells completed inOctober 2010.  Beginning in October 2010,Slawson commenced drilling operations on 15 spacing units and an additional 12spacing units’ leases which were granted extensions to November 2011 bythe state of Colorado due to access restrictions.  Slawson expects to drill at least 22 wells in2011, which it expects to commence in the second quarter of 2011. Voyagerpurchased a 50% working interest in the approximately 48,000 acre block for$7.5 million and will participate on a heads-up basis on all wells drilled, aswell as participate for its proportionate working interest in all additionalacreage acquired in an Area of Mutual Interest consisting of Weld and LaramieCounties. Following the results of the three test wells, Voyager and Slawsonanticipate allowing approximately 15,000 acres from the initial 34,000 acres ofstate leases in Weld County, Colorado to expire on November 15, 2010.  The results of the ceiling test based on thereserve report at December 31, 2010 could result in no impairment beingrecognized or an impairment of up to approximately $3.4 million in the fourthquarter of 2010.

 

*Other Oil and Gas Acquisitions*

 

InAugust 2009, the Company participated in a federal lease sale and acquiredassignment of certain oil leases in Mountrail County, North Dakota for a totalpurchase price of $351,562 for approximately 66 net acres.

 

InNovember 2009, the Company participated in a federal lease sale andacquired assignment of certain oil leases in McKenzie and Mountrail Counties,North Dakota for a total purchase price of $1,836,774 for approximately 263 netacres.

 

OnMarch 10, 2010 the Company agreed to purchase all right, title andinterests of South Fork Exploration, LLC (“SFE”) in certain oil, gas andmineral leases totaling approximately 3,111 net mineral acres in McLean,Mountrail and Williams County, North Dakota and Sheridan County, Montana. Under the agreement, the Company paid SFE $1,374,375 cash and issued 2,573,346unregistered shares of the Company’s common stock.   The transactionwas contingent upon receipt of a fairness opinion from an independent partyacceptable in form and substance to the Company confirming that the terms ofthe proposed transaction are fair and reasonable to the Company and itsshareholders and executed assignments from SFE on a county-by-countybasis.  The Company closed the acquisition on March 30, 2010. SFE is wholly owned by J.R. Reger, Chief Executive Officer and shareholder ofthe Company (See Note 6).

 

OnMarch 15, 2010, the Company’s Board of Directors approved a purchaseagreement with Bakken Explorations (“BE”).  Under the terms of theagreement, the Company agreed to pay BE $650 per net mineral acre asconsideration for the assignment of leases covering an aggregate of 827.66672net acres, contingent upon the Company’s successful conduction of its ownexamination of BE’s title to the leases. The Company completed its examinationof title and closed the transaction on April 14, 2010.

 

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OnApril 21, 2010 the Company’s Board of Directors approved a purchaseagreement to pay $500 per net mineral acre as consideration for the assignmentof certain leases in Richland County, Montana. On May 14, 2010, theCompany completed a closing with a total purchase price of $2,634,209 forapproximately 5,268.42 net acres. On September 9, 2010, the Companycompleted an additional closing with a total purchase price of $1,505,184 forapproximately 3,002.82 net acres.

 

OnMay 6, 2010 the Company’s Chairman approved the purchase of the assignmentof certain leases in Williams County, North Dakota for $500 per net mineralacre with a total purchase price of $1,648,891 for approximately 3,297.78 netacres.  The transactions were closed at various times duringMay 2010.

 

TheCompany has also completed other miscellaneous acquisitions in Montana andNorth Dakota.

 

**NOTE6     RELATED PARTY TRANSACTIONS**

 

OnMarch 10, 2010, the Company purchased leasehold interests from South ForkExploration, LLC (SFE) for $1,374,375 and 2,573,346 shares of restricted commonstock.  SFE’s president was J.R. Reger,Chief Executive Officer and director of the Company.

 

OnSeptember 22, 2010, Steven Lipscomb subscribed for a $500,000 senior securedpromissory note. The senior secured promissory notes which were sold to certainaccredited investors in a private placement are described in Note 9 of thefootnotes to the financial statements. Mr. Lipscomb is a current director ofthe Company.  The Company’s AuditCommittee approved this transaction.

 

OnSeptember 22, 2010, Michael Reger subscribed for a $1,000,000 senior securedpromissory. The senior secured promissory notes which were sold to certainaccredited investors in a private placement are described in Note 9 of thefootnotes to the financial statements. Mr. Reger is a brother of J.R. Reger,the current Chief Executive Officer and a director of the Company.  The Company’s Audit Committee approved thistransaction.

 

**NOTE7     PREFERRED AND COMMON STOCK**

 

Priorto the April 16, 2010 Merger described in Note 15, in January 2010,the Company completed a private placement offering of 924,000 shares of commonstock to accredited investors at a subscription price of $.92 per share fortotal gross proceeds of $847,000.  As part of this private placement,the Company entered into an introduction letter agreement with Great NorthCapital Consultants, Inc. (“Great North”).  As compensation for thework performed, Great North received 203,280 shares of restricted common stockof the Company and $67,760 in cash.  The fair value of the restrictedstock was $186,340 or $.92 per share, based upon the market value of one shareof common stock on the date the transaction closed.  These costs werenetted against the proceeds of the offering through Additional Paid-InCapital.  The offering was a private placement made under Rule 506promulgated under the Securities Act of 1933, as amended, (the “Act”).  Thesecurities offered and sold (or deemed to be offered and sold, in the case ofunderlying shares of common stock) in the offering have not been registeredunder the Securities Act and may not be offered or sold in the United Statesabsent registration or an applicable exemption from registration requirements.

 

Priorto the April 16, 2010 Merger described in Note 15, on January 25,2010, the Company’s Board of Directors and a majority of its stockholdersapproved a 3-for-1 stock split pursuant to which all stockholders of recordreceived three shares of common stock for each single share of common stockowned as of the record date. This stock split increased the issued andoutstanding shares by approximately 14,100,000 and the outstanding warrants byapproximately 3,600,000.  Generally accepted accounting principles requirethat the stock split be applied retrospectively to all periods presented. As a result, all stock and warrant transactions have been adjusted to accountfor the 3-for-1 stock split.

 

RestrictedStock Awards

 

Priorto the Merger described in Note 15, during the year ended December 31,2009, the Target Company issued 540,000 restricted shares of common stock ascompensation to its officers. The restricted shares vest on December 1,2011 and December 31, 2011. As of September 30, 2010, there wasapproximately $284,000 of total unrecognized compensation expense related tounvested restricted stock. This compensation expense will be recognized overthe remaining vesting period of the grants. The Company has assumed a zeropercent forfeiture rate for restricted stock.  This restricted stockgrants were converted to 468,916 restricted shares of Voyager common stock onthe date of the Merger Agreement.

 

Therewere no changes to the outstanding restricted common stock in the nine monthperiod ended September 30, 2010.

 

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**NOTE 8    STOCK OPTIONS AND WARRANTS**

 

StockOptions

 

TheCompany accounts for stock-based compensation under the provisions of FASB ASC718-10-55*.*This statementrequires the Company to record an expense associated with the fair value ofstock-based compensation.  The Company uses the Black-Scholes optionvaluation model to calculate stock-based compensation at the date ofgrant.  Option pricing models require the input of highly subjectiveassumptions, including the expected price volatility.  For the stockoptions granted in 2010, the Company used a variety of comparable and peercompanies to determine the expected volatility input based on the expected termof the options.  The Company believes the use of peer company data fairlyrepresents the expected volatility it would experience if the Company were inthe oil and gas industry over the expected term of the options. The Companyused the simplified method to determine the expected term of the options due tothe lack of historical data. Changes in these assumptions can materially affectthe fair value estimate.  The total fair value of the options isrecognized as compensation over the vesting period.

 

*Stock Options Granted April 21, 2010*

 

OnApril 21, 2010, the Company granted its outside directors stockoptions to purchase a total of 700,000 shares of common stock exercisable at$2.76 per share.   The total fair value of the options wascalculated using the Black-Scholes valuation model based on factors present atthe time the options were granted. The options vest over four years with175,000 of the options vesting on each anniversary date.  As ofSeptember 30, 2010, there was approximately $1.1 million of totalunrecognized compensation expense related to these unvested options. Thiscompensation expense will be recognized over the remaining vesting period ofthe grants. The Company recognized $127,280 of expense related to these optionsin the nine month period ended September 30, 2010.

 

Thefollowing assumptions were used for the Black-Scholes model:

 
| ** **                                   | ** ** | **April 21,** | ** ** |
|----------------------------------------------|------------|--------------------|------------|
|                                         | ** ** | **2010**           | ** ** |
| Risk free rates                              |       | 2.52               | %          |
| Dividend yield                               |       | 0                  | %          |
| Expected volatility                          |       | 69.19              | %          |
| Weighted average expected stock options life |       | 6 Years            |       |

 

The“fair market value” at the date of grant for stock options granted is asfollows:

 
| Weighted average fair value per share                       |   | $       | 1.75      |   |
|-------------------------------------------------------------|--------|---------|-----------|--------|
| Total stock options granted                                 |   | 700,000 |      |
| Total weighted average fair value of stock options  granted |   | $       | 1,221,885 |   |

 

Allstock options related to the pre-merger entity ante4, Inc. (See Note 15)were expensed prior to January 4, 2010 resulting from the acceleration ofall options from the asset sale to Peerless Media, as well as the cancellationof unvested CEO stock options on January 1, 2010.  The followingtable summarizes stock option activity during the nine months ended September 30,2010:

 
| ** **                               | ** ** | ** **               | ** ** | **Number of Common Shares** | ** ** |
|------------------------------------------|------------|--------------------------|------------|--------------------------------------------|------------|
| ** **                               | ** ** | **Options  outstanding** | ** ** | **Exercisable**                            | ** ** | **Weighted  ave. exercise  price** | ** ** |
| **Balances at January 3, 2010**     |       | 324,666                  |       | 324,666                                    |       | $ | 3.53 |   |
| Granted                                  |       | 700,000                  |       | —                                     |       | 2.76 |   |
| Forfeited/exchanged                      |       | (26,666                  | )          | (26,666                                    | )          | 2.21 |   |
| Exercised                                |       | (69,000                  | )          | (69,000                                    | )          | 2.16 |   |
| **Balances at September 30,  2010** |       | 929,000                  |       | 229,000                                    |       | $ | 2.83 |   |

 

Warrants

 

Priorto the April 16, 2010 Merger described in Note 15, the Company had5,400,000 warrants outstanding with an exercise price of $.85 perwarrant.  Pursuant to the Merger Agreement, these warrants were convertedto 4,689,153 warrants in the Company with an exercise price of $.98 perwarrant.

 

OnApril 26, 2010, 3,126,102 of these warrants were exercised.  Thewarrant holders elected to complete a cashless exercise of these warrants andto complete the cashless exercise the warrant holders surrendered 875,309shares of the Company’s common stock.

 

Thetable below reflects the status of warrants outstanding at September 30,2010:

 

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| ** **             | ** ** | ** **   | ** ** | **Exercise** | ** ** | **Expiration** | ** **             |
|------------------------|------------|--------------|------------|--------------|------------|----------------|------------------------|
| **Issue Date**    | ** ** | **Warrants** | ** ** | **Price**    | ** ** | **Date**       | ** **             |
| December 1, 2009  |       | 260,509      |       | $            | 0.98       |           | December 1, 2019  |   |
| December 31, 2009 |       | 1,302,542    |       | $            | 0.98       |           | December 31, 2019 |   |
|                   |       | 1,563,051    |       |         |       |           |                   |

 

OutstandingWarrants

 

·      No warrants were forfeited or expired during thenine month period ended September 30, 2010.

 

·      The Company recorded expense related to thesewarrants of $362,309 for the nine month period ended September 30,2010.  There is $597,007 of compensation expense that will berecognized in future periods relating to warrants that have been granted as ofSeptember 30, 2010.

 

·      There are no warrants exercisable atSeptember 30, 2010, but they become exercisable in December 2011.

 

·      3,126,102 warrants were exercised during the ninemonth period ended September 30, 2010.

 

·      The per-share weighted average exercise price of theoutstanding warrants was $.98 at September 30, 2010.

 

·      The remaining averagecontractual life of the outstanding warrants was 9.3 years atSeptember 30, 2010.

 

**NOTE 9    SENIOR SECURED PROMISSORY NOTES**

 

In September 2010, the Company completed theclosing on the issuance of $15 million principal amount of 12% senior securedpromissory notes (“Loans”) for the purpose of financing future drilling anddevelopment activities.  Proceeds of thenotes are being used primarily to fund developmental drilling on the Company’ssignificant acreage positions targeting the Denver-Julesberg Basin Niobrarathrough its joint venture with Slawson Exploration and the Williston BasinBakken/Three Forks.

 

The Loans bear interest at the rate of 12%per annum, with interest payable monthly beginning October 1, 2010. The Loansare secured by a first priority security interest on all of the Company’sassets, on a pari passu basis with each other. The Loans mature one year from the date of issuance. The Company has theoption to extend the term one year.  Inorder to enter the extension term, the Company is required to pay an extensionpayment equal to two percent (2%) of the principal amount.  The Company may pre-pay the Loans at a priceof one hundred two percent (102%) of face value during the initial twelvemonths, and may pre-pay the Loans at anytime without penalty during theextended term.

 

The Loans were sold at a discount and yieldedcash proceeds of $14,775,000.  Thediscount amount of $225,000 will be amortized to interest expense over twelvemonths, the initial term of the Loans, using the effective interestmethod.  The amortization of the discountfor the nine months ended September 30, 2010 was $4,932.

 

**NOTE 10     ASSET RETIREMENT OBLIGATION**

 

TheCompany has asset retirement obligations associated with the future pluggingand abandonment of proved properties and related facilities.  Underthe provisions of FASB ASC 410-20-25, the fair value of a liability for anasset retirement obligation is recorded in the period in which it is incurredand a corresponding increase in the carrying amount of the related long livedasset.  The liability is accreted to its present value each period,and the capitalized cost is depreciated over the useful life of the relatedasset.  If the liability is settled for an amount other than therecorded amount, a gain or loss is recognized.  The Company has noassets that are legally restricted for purposes of settling asset retirementobligations.

 

Thefollowing table summarizes the Company’s asset retirement obligationtransactions recorded in accordance with the provisions of FASB ASC 410-20-25during the nine months ended September 30, 2010:

 
| ** **                                               | ** ** | **Nine Months  Ended**  | ** ** |
|----------------------------------------------------------|------------|------------------------------|------------|
| ** **                                               | ** ** | **September 30,  2010** | ** ** |
| Beginning Asset Retirement Obligation                    |       | $                            | —     |   |
| Liabilities Incurred for New Wells Placed in  Production |       | 1,215                        |       |
| Accretion of Discount on Asset Retirement  Obligations   |       | 104                          |       |
| Ending Asset Retirement Obligation                       |       | $                            | 1,319      |   |

 

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**NOTE 11     INCOME TAXES**

 

Deferredincome tax assets and liabilities are determined based upon differences betweenthe financial reporting and tax bases of assets and liabilities and aremeasured using the enacted tax rates and laws that will be in effect when thedifferences are expected to reverse.   The Company does not expect topay any federal or state income tax for 2010 as a result of the losses recordedduring the nine months ended September 30, 2010 as well as additionallosses expected for the remainder of 2010.  Accounting standards requirethe consideration of a valuation allowance for deferred tax assets if it is “morelikely than not” that some component or all of the benefits of deferred taxassets will not be realized.  As of September 30, 2010, theCompany maintains a full valuation allowance for all deferred tax assetsrelating to pre-merger company ante4, Inc.  Based on theserequirements no provision or benefit for income taxes has been recorded fordeferred taxes.  The provision reported for the nine months endedSeptember 30, 2010 relates to a capital tax paid to the State of Delaware.There were no recorded unrecognized tax benefits at the end of the reportingperiod.

 

**NOTE 12     FAIR VALUE**

 

FASBASC 820-10-55 defines fair value, establishes a framework for measuring fairvalue under generally accepted accounting principles and enhances disclosuresabout fair value measurements.  Fair value is defined under FASB ASC820-10-55 as the exchange price that would be received for an asset or paid totransfer a liability (an exit price) in the principal or most advantageousmarket for the asset or liability in an orderly transaction between marketparticipants on the measurement date.  Valuation techniques used tomeasure fair value under FASB ASC 820-10-55 must maximize the use of observableinputs and minimize the use of unobservable inputs.  The standarddescribes a fair value hierarchy based on three levels of inputs, of which thefirst two are considered observable and the last unobservable, that may be usedto measure fair value which are the following:

 

Level1 - Quoted prices in active markets for identical assets or liabilities.

 

Level2 - Inputs other than Level 1 that are observable, either directly orindirectly, such as quoted prices for similar assets or liabilities; quotedprices in markets that are not active; or other inputs that are observable orcan be corroborated by observable market data for substantially the full termof the assets or liabilities.

 

Level3 - Unobservable inputs that are supported by little or no market activity andthat are significant to the fair value of the assets or liabilities.

 

Thefollowing schedule summarizes the valuation of financial instruments measuredat fair value on a recurring basis in the balance sheet as ofSeptember 30, 2010.

 
| ** **              | ** ** | **Quoted Prices In  Active Markets  for Identical  Assets (Level 1)** | ** ** | **Significant  Other  Observable  Inputs********(Level 2)** | ** ** | **Significant  Unobservable  Inputs********(Level 3)** | ** ** |
|-------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|
| Certificates of Deposit |       | $                                                                                                   | 1,231,787  |                                                             | $          | —                                                      |       | $ | — |   |
| Total                   |       | $                                                                                                   | 1,231,787  |                                                             | $          | —                                                      |       | $ | — |   |

 

Level1 assets consist of certificates of deposit, the fair value of theseinvestments are based on quoted market prices.

 

TheCompany’s assessment of the significance of a particular input to the fairvalue measurement requires judgment and may affect the valuation of thenonfinancial assets and liabilities and their placement in the fair valuehierarchy levels. The fair value of the Company’s asset retirement obligationsare determined using discounted cash flow methodologies based on inputs thatare not readily available in public markets. The fair value of the assetretirement obligations is reflected on the balance sheet as follows.

 
| ** **                    | ** ** | **Fair Value Measurements at  September 30, 2010 Using**  | ** ** |
|-------------------------------|------------|-----------------------------------------------------------------------------------------|------------|
| **Description**               | ** ** | **Quoted  Prices In  Active  Markets for  Identical  Assets  (Level 1)** | ** ** | **Significant  Other  Observable  Inputs  (Level 2)** | ** ** | **Significant  Unobservable  Inputs  (Level 3)** | ** ** |
| Other Non-current Liabilities |       | $                                                                                       | —     |   | $ | — |   | $ | (1,319 | ) |
| Total                         |       | $                                                                                       | —     |   | $ | — |   | $ | (1,319 | ) |

 

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SeeNote 10 for a rollforward of the Asset Retirement Obligation.

 

**NOTE 13**     **FINANCIAL INSTRUMENTS**

 

TheCompany’s financial instruments include cash and cash equivalents, short-terminvestments, restricted cash, accounts receivable and accounts payable. Thecarrying amount of cash and cash equivalents, accounts receivable and accountspayable approximate fair value because of their immediate or short-termmaturities.

 

**NOTE 14     COMPREHENSIVE INCOME**

 

TheCompany follows the provisions of FASB ASC 220-10-55 which establishesstandards for reporting comprehensive income.  In addition to netincome, comprehensive income includes all changes in equity during a period,except those resulting from investments and distributions to stockholders ofthe Company.

 

Forthe periods indicated, comprehensive income (loss) consisted of the following:

 
| ** **                                         | ** ** | **Three Months Ended   September 30,** | ** ** | **Nine Months Ended   September 30,** | ** ** |
|----------------------------------------------------|------------|------------------------------------------------------------|------------|-----------------------------------------------------------|------------|
| ** **                                         | ** ** | **2010**                                                   | ** ** | **2009**                                                  | ** ** | **2010** | ** ** | **2009** | ** ** |
| Net Loss                                           |       | $                                                          | (510,340   | )                                                         | $          | (13,418 | ) | $ | (1,858,958 | ) | $ | (12,470 | ) |
| Unrealized gains (losses) on Marketable Securities |       | 7,325                                                      |       | —                                                    |       | (6,486 | ) | — |   |
| Other Comprehensive loss, net                      |       | $                                                          | (503,015   | )                                                         | $          | (13,418 | ) | $ | (1,865,444 | ) | $ | (12,470 | ) |

 

**NOTE 15**     **MERGER WITH TARGET COMPANY**

 

Voyagerformerly operated as ante4, Inc. (“ante4”), and prior to that, operated asWPT Enterprises, Inc., when it created internationally brandedentertainment and consumer products driven by the development, production andmarketing of televised programming based on gaming themes (the “WPT Business”).On November 2, 2009, ante4 closed a transaction with PeerlessMedia Ltd., a subsidiary of PartyGaming, PLC (“Party”) pursuant towhich ante4 agreed to sell substantially all of its operating assets other thancash, investments and certain excluded assets to Party (the “Party Transaction”).As a result of closing the Party Transaction, ante4 ceased the WPT Business(other than operation of certain excluded assets retained by ante4), andplanned to use the proceeds of the Party Transaction to develop or acquire anew business. In addition, ante4’s name was changed from WPTEnterprises, Inc. to ante4, Inc.

 

OnApril 16, 2010, ante4 closed a transaction pursuant to which Plains EnergyInvestments, Inc., a privately held oil and gas exploration company, wasmerged with and into a wholly-owned subsidiary of ante4. In connection with theMerger, ante4 changed its name to Voyager Oil & Gas, Inc. As aresult of the Merger, the Target Company’s stockholders were issued shares ofante4’s common stock equal to approximately 51% of ante4’s total outstandingcommon stock after the Merger. The assets remaining in the Company post-mergerwere $27,500,000 of cash and cash equivalents and a $500,000 note receivablefrom ante5, Inc. maturing on April 16, 2011.

 

TheCompany incurred merger-related costs of $735,942 during the nine months ended September 30,2010. These costs included advisory, legal, accounting, valuation, otherprofessional fees, and general administrative costs. In accordance with ASC805-40, all merger-related costs were expensed in the period in which the costswere incurred and the services were received.

 

**NOTE 16**     **SPIN-OFF OF ASSETS TO ANTE5, INC.**

 

Beforethe Merger became effective, ante4 transferred substantially all of itsnon-cash assets and some cash for working capital (together, the “ante5 Assets”)to ante5, Inc (“ante5”), a wholly-owned subsidiary of ante4. The transferof the ante5 Assets was made with the intent of consummating the spin-off ofshares to the ante4 shareholders of record on June 24, 2010. After thespin-off, ante5 become a separate publicly reporting U.S. company. The ante5Assets that have been transferred to ante5 include, among others:

 

·      5% of gross gaming revenueand 5% of other revenue of Party Gaming generated by the WPT Business and otherassets ante4 sold to Party Gaming;

 

·      Cash and cash equivalents of approximately $206,000as of April 16, 2010. Accounts payable were approximately $316,000 as ofApril 16, 2010, and an additional approximately $282,000 in accountspayable were accrued since that date. 

 

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Furthermore,ante5 must repay $500,000 borrowed from Voyager pursuant to a promissory notedue April 16, 2011, which accrues interest at a rate of two percent (2%)per annum;

 

·      The right to receive any andall of the proceeds received by ante4 with respect to certain auction ratesecurities in the amount of approximately $3,700,000 previously held by ante4in its account with UBS Financial Services;

 

·      Contingent claims andinterests relating to (a) to payments previously owed to ante4 byXyience, Inc., a former sponsor of the WPT television series; (b) WPTChina, a business segment of ante4 for which most activities were shut down inMarch 2009; (c) Cecure Gaming, for which ante4 was entitled to 50% ofthe net revenues and an 8% ownership interest, but whose business is currentlyin receivership in the British equivalent of a bankruptcy proceeding; and(d) a lawsuit currently pending against ante4’s former auditors,Deloitte & Touche, LLP; and

 

·      ante4’s 25% royalty participation, in perpetuity, inthe net proceeds of Poker Royalty, LLC, a poker talent management company.

 

Inconnection with the transfer of the ante5 Assets, ante5 assumed certainliabilities of ante4 relating to the previous WPT business, as well as a$500,000 note payable to Voyager, maturing on April 16, 2011. ante5 alsoagreed to indemnify ante4 and related individuals from (a) liabilities andexpenses relating to operations of ante4 prior to the effective date of theMerger, (b) operation or ownership of ante5’s assets after the Mergereffective date, and (c) certain tax liabilities of ante4. ante5’s obligationto indemnify ante4 with respect to its former operations and certain taxliabilities is limited to $2.5 million in the aggregate.

 

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**Item 2. *Management’s Discussion and Analysis of FinancialCondition and Results of Operations.***

 

*The followingdiscussion and analysis of our financial condition and results of operationsshould be read together with our consolidated financial statements appearing inthis Form 10-Q.  This discussion contains forward-looking statementsthat involve risks and uncertainties because they are based on currentexpectations and relate to future events and future financialperformance.  Our actual results may differ materially from thoseanticipated in these forward-looking statements as a result of many importantfactors, including those set forth in our Annual Report on Form 10-K underthe heading “Risk Factors”.*

 

**Overview**

 

VoyagerOil & Gas, Inc. (“Voyager,” “we,” “us,” or “our”) is a Delawarecorporation formed for the purpose of providing capital investments for acreageacquisitions and working interests in existing or planned hydrocarbonproduction with a special focus on scaleable, repeatable natural gas plays withestablished operators.  Our business is expected to focus on properties inMontana, North Dakota, Colorado and Wyoming.  We do not intend to limitour focus to any single geographic area because we want to remain flexible andintend to pursue the best opportunities available to us.  Our requiredcapital commitment may grow if the opportunity presents itself and dependingupon the results of initial testing and development activities.

 

OnApril 16, 2010 (the “Closing Date”), ante4, Inc. (“ante4”) completedthe acquisition of Plains Energy Investments, Inc., a Nevada corporation(the “Company”) pursuant to an Agreement and Plan of Merger (the “MergerAgreement”).  Subsequent to the Merger, ante4 changed its name to VoyagerOil & Gas, Inc.  Under the Merger Agreement, PlainsEnergy Acquisition, Inc., a Delaware corporation and wholly-ownedsubsidiary of Voyager, merged with and into the Company, with the Company remainingas the surviving corporation and a wholly-owned subsidiary of Voyager (the “Merger”). Currently, Voyager is a holding company parent of the Company, and Voyager’sbusiness operations following the Merger are the same as ours.

 

**Business**

 

VoyagerOil & Gas, Inc. (“Voyager,” “we,” “us,” or “our”) is a Delawarecorporation formed for the purpose of providing capital investments for acreageacquisitions and working interests in existing or planned hydrocarbonproduction with a special focus on scaleable, repeatable natural gas plays withestablished operators.  Our business focuses on properties in Montana,North Dakota, Colorado and Wyoming.  We do not intend to limit our focusto any single geographic area because we want to remain flexible and intend topursue the best opportunities available to us.  Our required capitalcommitment may grow if the opportunity presents itself and depending upon theresults of initial testing and development activities.

 

OnApril 16, 2010 (the “Closing Date”), ante4, Inc. (“ante4”) completedthe acquisition of Plains Energy Investments, Inc., a Nevada corporation(the “Company”) pursuant to an Agreement and Plan of Merger (the “MergerAgreement”).  Subsequent to the Merger, ante4 changed its name to VoyagerOil & Gas, Inc.  Under the Merger Agreement, PlainsEnergy Acquisition, Inc., a Delaware corporation and wholly-ownedsubsidiary of Voyager, merged with and into the Company, with the Companyremaining as the surviving corporation and a wholly-owned subsidiary of Voyager(the “Merger”).  Currently, Voyager is a holding company parent of theCompany, and Voyager’s business operations following the Merger are the same asours.

 

**Business**

 

Voyager’s primary focus is toacquire high value leasehold interests specifically targeting oil shaleresource prospects in the continental United States.  Our business focuseson properties in Montana, North Dakota, Colorado and Wyoming.  We donot intend to limit our focus to any single geographic area because we want toremain flexible and intend to pursue the best opportunities available tous.  We believe our competitive advantage is our ability to continue toacquire leases directly from the mineral owners through “organic leasing.” Organic leasing allows Voyager to acquire acreage on more favorable terms thanour competitors.  Because of our size and maneuverability, we are able todeploy our land acquisition teams into specific areas based on the latestindustry information.  We generate revenue by and through the conversionof our leasehold into non-operated working interests in multiple Bakken, ThreeForks, Niobrara and other oil shale wells.  We believe our drillingparticipation, 

 

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primarily on a heads-up basisproportionate to our working interest, will allow us to deliver high value withlow cost.

 

Voyager is also currently engaged ina top-leasing program in targeted areas of the Williston Basin.  Atop-lease is a lease acquired prior to and commencing immediately upon theexpiration of the current lease.  We believe this approach allows us toaccess the most prolific areas of the Bakken oilfields.  Existing lease termsvary significantly when an area initially becomes productive. We continue tosee this approach met with success as the Williston Basin delineates given therapidly expanding nature of the productive area of the play.

 

Voyager explores and produces oiland gas through a non-operated business model.  We engage in the drillingprocess within operators’ drilling units that include our acreage.  As anon-operator, we rely on our operating partners to propose, permit and engagein the drilling process.  Before a well is spud, the operator is requiredto provide all oil and gas interest owners in the designated well unit theopportunity to participate in the drilling costs and revenues of the well on apro-rata basis.  After the well is completed, our operating partners alsotransport, market and account for all production.  It is our policy andgoal to engage and participate on a heads-up basis in substantially all, if notall, wells proposed.  This model provides us with diversification acrossoperators and geologic areas.  It also allows us to continue to addproduction at a low marginal cost and maintain general and administrative costsat minimal levels.

 

**Assets and Acreage Holdings**

 

Asof September 30, 2010, Voyager controls approximately 149,000 net acres inthe following five primary prospect areas:

 

·                  24,000 core netacres targeting the Bakken/Three Forks in North Dakota and Montana;

·                  22,000 netacres targeting the Niobrara formation in Colorado and Wyoming;

·                  800 net acrestargeting a Red River prospect in Montana;

·                  33,500 netacres in a joint venture targeting the Heath Shale formation in Musselshell,Petroleum, Garfield and Fergus Counties of Montana; and

·                  67,000 netacres in a joint venture in the Tiger Ridge gas field in Blaine, Hill andChouteau Counties of Montana.

 

Withthe exception of the leases targeting the Niobrara formation, the leases wecontrol have a minimum term of three years and many have extensions effectivelygiving us control of lands for up to ten years.

 

Wecontrol a 50% interest of approximately 34,000 net acres in Colorado targetingthe Niobrara formation, the majority of which is extended to November 2011through the commencement of drilling operations on approximately 13,500 netacres and extensions granted by the state of Colorado on approximately 5,000net acres.  Following the results of thethree test wells, Voyager and Slawson anticipate allowing approximately 15,000acres from the initial 34,000 acres of state leases in Weld County, Colorado toexpire on November 15, 2010.  Asdescribed in Note 2 in the footnotes to the financial statements, capitalizedcosts of oil and gas properties (net of related deferred income taxes) may notexceed an amount equal to the present value, discounted at 10% per annum, ofthe estimated future net cash flows from proved oil and gas reserves plus thecost of unevaluated properties (adjusted for related income tax effects).  Should capitalized costs exceed this ceiling,impairment is recognized.  The results ofthe ceiling test based on the reserve report at December 31, 2010 couldresult in no impairment being recognized or an impairment of up toapproximately $3.4 million in the fourth quarter of 2010.

 

Wecontrol a 50% interest of approximately 5,000 net acres in Wyoming targetingthe Niobrara formation, the majority of which expire in or subsequent to June 2011.

 

**2010 DrillingProjects**

 

We are engaged in several drillingactivities on properties presently owned and intend to drill or developadditional properties acquired in the future.  We drilled or acquiredinterests in an additional seven gross Bakken wells (approximately 0.44net wells) during the quarter ended September 30, 2010.  All net wellpositions are calculated on a 640-acre spacing unit equivalent.

 

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As of September 30, 2010, wehad interests in a total of fifteen gross wells that were drilling, completingor producing, including two producing wells and thirteen drilling or completingwells.  Permits continue to be issued for drilling units in which wehave acreage interests within North Dakota and Montana.

 

We have completed the preliminarydevelopment of the acreage position we acquired in the Denver-Julesberg Basinof Weld County, Colorado in 2010 with our operating partner, SlawsonExploration Company, Inc.  The development program consists ofthree gross test wells, which began drilling activity in July 2010.  The results of the initial three test wellshave provided data points on our acreage position and ultimately how many wellswill be drilled in 2011.  Beginning in October 2010,Slawson commenced drilling operations on 15 spacing units and an additional 12spacing units’ leases which were granted extensions to November 2011 bythe state of Colorado due to access restrictions.  Slawson expects to drill at least 22 wells in2011,  which it expects to commence inthe second quarter of 2011.

 

We intend to continue drillingefforts on our existing acreage in North Dakota and Montana, and commence ourexploration and development agreement with Slawson ExplorationCompany, Inc. in the Denver-Julesberg Basin of Wyoming and Coloradotargeting the Niobrara Formation. We expect to participate in the drilling ofas many as 22 gross wells in 2011.

 

*Production History*

 

The following table presentsinformation about our produced oil and gas volumes during the three month andnine month periods ended September 30, 2010, compared to the three monthand nine month periods ended September 30, 2009.  As of September 30,2010, we were selling oil and natural gas from a total of two gross wells(approximately 0.16 net wells), compared to zero gross wells (0.00 net wells)at September 30, 2009.  All data presented below is derived fromaccrued revenue and production volumes for the relevant period indicated.

 
| ** **                                                    | ** ** | **Three Months Ended********September 30,** | ** ** | **Nine Months Ended********September 30,** | ** ** |
|---------------------------------------------------------------|------------|------------------------------------------------------------|------------|-----------------------------------------------------------|------------|
| ** **                                                    | ** ** | **2010**                                                   | ** ** | **2009**                                                  | ** ** | **2010** | ** ** | **2009** | ** ** |
| **Net Production:**                                           |       |                                                       |       |                                                      |       |   |   |   |   |
| Oil  (Bbl)                                                    |       | 3,707                                                      |       | —                                                    |       | 6,365 |   | — |   |
| Natural  Gas (Mcf)                                            |       | 3,341                                                      |       | —                                                    |       | 3,341 |   | — |   |
| Barrel  of Oil Equivalent (Boe)                               |       | 4,264                                                      |       | —                                                    |       | 6,922 |   | — |   |
|                                                          |       |                                                       |       |                                                      |       |   |   |   |   |
| **Average Sales Prices:**                                     |       |                                                       |       |                                                      |       |   |   |   |   |
| Oil (per  Bbl)                                                |       | 67.23                                                      |       | —                                                    |       | 68.22 |   | — |   |
| Effect  of settled oil hedges on average price (per Bbl) |       | 0.00                                                       |       | 0.00                                                      |       | 0.00 |   | 0.00 |   |
| Oil net  of settled hedging (per Bbl)                         |       | 67.23                                                      |       | —                                                    |       | 68.22 |   | — |   |
| Natural  Gas and Other Liquids (per Mcf)                      |       | 4.80                                                       |       | —                                                    |       | 4.80 |   | — |   |
| Effect  of natural gas hedges on average price (per Mcf)      |       | 0.00                                                       |       | 0.00                                                      |       | 0.00 |   | 0.00 |   |
| Natural  gas net of hedging (per Mcf)                         |       | 4.80                                                       |       | —                                                    |       | 4.80 |   | — |   |
|                                                          |       |                                                       |       |                                                      |       |   |   |   |   |
| **Average Production Costs:**                                 |       |                                                       |       |                                                      |       |   |   |   |   |
| Oil (per  Bbl)                                                |       | 2.12                                                       |       | —                                                    |       | 2.34 |   | — |   |
| Natural  Gas (per Mcf)                                        |       | 0.40                                                       |       | —                                                    |       | 0.40 |   | — |   |
| Barrel  of Oil Equivalent (Boe)                               |       | 2.15                                                       |       | —                                                    |       | 2.35 |   | — |   |

 

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*Depletion of oiland natural gas properties*

 

Our depletion expense is driven bymany factors, including certain exploration costs involved in the developmentof producing reserves, production levels and estimates of proved reservequantities and future developmental costs.  We were in thedevelopment stage prior to the current year and as such, we have not obtainedan independent engineering reserve report to calculate its depletion rate.  Until we obtain an independent engineeringreserve report for the year ended December 31, 2010, an estimateddepletion rate based on an average of other Bakken producing peers will be usedto estimate depletion expenses for interim periods.  The following table presents our depletionexpenses for the three month and nine month periods ended September 30,2010 compared to the three month and nine month periods ended September 30,2009.

 
| ** **                                   | ** ** | **Three Months Ended  September 30,** | ** ** | **Nine Months Ended  September 30,** | ** ** |
|----------------------------------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                   | ** ** | **2010**                                             | ** ** | **2009**                                            | ** ** | **2010** | ** ** | **2009** | ** ** |
| Depletion  of oil and natural gas properties |       | $                                                    | 101,000    |                                                | $          | — |   | $ | 171,500 |   | $ | — |   |
|                                              |            |                                                      |            |                                                     |            |  |  |  |  |  |  |  |  |

 

**Productive OilWells**

 

The following table summarizes grossand net productive oil wells by state at September 30, 2010 and September 30,2009.  A net well represents our percentage ownership of a grosswell.  No wells have been permitted or drilled on any of our BigSnowy Joint Venture acreage in Montana.  The following table alsodoes not include wells which were awaiting completion, in the process ofcompletion or awaiting flow back subsequent to fracture stimulation.

 
| ** **    | ** ** | **September 30,** | ** ** |
|---------------|------------|------------------------|------------|
| ** **    | ** ** | **2010**               | ** ** | **2009** | ** ** |
| ** **    | ** ** | **Gross**              | ** ** | **Net** | ** ** | **Gross** | ** ** | **Net** | ** ** |
| North  Dakota |       | 2                      |       | 0.16 |   | 0 |   | 0 |   |
| Montana       |       | 0                      |       | 0 |   | 0 |   | 0 |   |
| Colorado      |       | 0                      |       | 0 |   | 0 |   | 0 |   |
| Total:        |       | 2                      |       | 0.16 |   | 0 |   | 0 |   |

 

**Results ofOperations**

 

***Comparisonof the Three and Nine Months Ended September 30, 2010 with the Three andNine Months Ended September 30, 2009***

 
| ** **                                            | ** ** | **Three Months  Ended  September 30,  2010** | ** ** | **Three Months  Ended  September 30,  2009** | ** ** | **Nine Months  Ended  September 30,  2010** | ** ** | **Nine Months  Ended  September 30,  2009** | ** ** |
|-------------------------------------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------|------------|
|                                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Revenues                                              |       | $                                                      | 265,229    |                                                   | $          | —                                                |       | $                                                     | 450,274    |   | $ | — |   |
|                                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Operating  Expenses:                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Production  Expenses                                  |       | $                                                      | 4,994      |                                                   | $          |                                                  |       | $                                                     | 5,690      |   | — |   |
| Production  Taxes                                     |       | 3,173                                                  |       | —                                                 |       | 9,011                                                 |       | —                                                |       |
| General  and Administrative Expense                   |       | 580,934                                                |       | 14,313                                                 |       | 1,276,644                                             |       | 15,386                                                |       |
| Depletion  of Oil and Gas Properties                  |       | 101,000                                                |       | —                                                 |       | 171,500                                               |       | —                                                |       |
| Depreciation  and Amortization                        |       | 732                                                    |       | —                                                 |       | 2,197                                                 |       | —                                                |       |
| Accretion  of Discount on Asset Retirement Obligation |       | 63                                                     |       | —                                                 |       | 104                                                   |       | —                                                |       |
| Total  Operating Expenses                             |       | 690,896                                                |       | 14,313                                                 |       | 1,465,146                                             |       | 15,386                                                |       |
|                                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Loss  From Operations                                 |       | (425,667                                               | )          | (14,313                                                | )          | (1,014,872                                            | )          | (15,386                                               | )          |
|                                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Other  Income (Expense):                              |       | (68,363                                                | )          | 895                                                    |       | (795,156                                              | )          | 2,916                                                 |       |
|                                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Loss  Before Income Taxes                             |       | (494,030                                               | )          | (13,418                                                | )          | (1,810,028                                            | )          | (12,470                                               | )          |
|                                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Provision  for Income Taxes                           |       | 16,319                                                 |       | —                                                 |       | 48,930                                                |       | —                                                |       |
|                                                  |       |                                                   |       |                                                   |       |                                                  |       |                                                  |       |
| Net Loss                                              |       | $                                                      | (510,340   | )                                                      | $          | (13,418                                               | )          | $                                                     | (1,858,958 | ) | $ | (12,470 | ) |

 

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During the three months endedSeptember 30, 2010, we continued to acquire oil and gas properties, in theWilliston Basin Bakken play.  As of September 30, 2010, wehad acquired approximately 21,436 net mineral acres in the Williston Basin. 3,569acres were acquired in the three months ended September 30, 2010.

 

We reported initial production onour first Bakken well in February 2010 and initial production on a secondwell in June 2010. As of September 30, 2010, we expect to participatein the drilling of approximately 20-25 gross oil wells in 2010, primarilyin McKenzie, Mountrail and Williams Counties of North Dakota.

 

*Revenues*

 

We recognized $265,229 and $450,274in revenues from sales of oil and natural gas for the three and nine monthsended September 30, 2010, compared to $0 for the three and nine monthsended September 30, 2009.  These increases in revenue are dueprimarily to our participation and initial production in our second Bakkenwell, which was completed in June 2010. We report our revenues on wells inwhich we have a working interest based on information receivedfrom operators.  The recognition of revenues in thismanner is in accordance with generally accepted accounting principles. Forthe period ended September 30, 2010, we reported interest in the productionfrom two gross wells, 0.16 net wells. The proved reserves related to thesewells are not material and it was not practical to obtain the reserves for 0.16net wells non-operating interest.

 

*General andAdministrative Expense*

 

We recognized $580,934 and$1,276,644 in General and Administrative Expense for the three and nine monthsended September 30, 2010 compared to $14,313 and $15,386 for the three andnine months ended September 30, 2009.  This increase resulted from$197,137 and $661,719 of share-based compensation for the three and nine monthsended September 30, 2010, compared to $0 for the three and nine monthsended September 30, 2009, relocation of the corporate headquarters toBillings, Montana, increased acquisition activity outside of the joint ventureagreements, depletion of oil and gas properties, expenses associated with theMerger on April 16, 2010 and the addition of a salaried officer.

 

*DepreciationExpense*

 

We recognized $732 and $2,197 indepreciation expense for the three and nine months ended September 30,2010, compared to $0 for the three and nine months ended September 30,2009.  This increase resulted from depreciation of property acquired inDecember 2009.

 

*Net loss*

 

We had a net loss of $510,340 and$1,858,958 (representing ($0.01) and ($0.05) per share, respectively) forthe three and nine months ended September 30, 2010, compared to net lossof $13,418 and $12,470 for the three and nine months ended September 30,2009.  Total operating expenses were $690,896 and $1,465,146 for thethree and nine months ended September 30, 2010, compared to operatingexpenses of $14,313 and $15,386 for the three and nine months endedSeptember 30, 2009.  This increase in expenses resulted from$197,137 and $661,719 of share-based compensation for the three and nine monthsended September 30, 2010, compared to $0 for the three and nine monthsended September 30, 2009, relocation of the corporate headquarters toBillings, Montana, increased acquisition activity outside of the joint ventureagreements, depletion of oil and gas properties, the merger on April 16,2010 and the addition of a salaried officer.

 

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**Liquidity andCapital Resources**

 

*Senior Secured Note Offering*

 

OnSeptember 22, 2010, we received aggregate commitments for a $15,000,000loan in the form of 12.00% Senior Secured Promissory Notes provided by certainaccredited investors for the purpose of financing future drilling anddevelopment activities.  Proceeds fromthe Notes will be used primarily to fund developmental drilling on oursignificant acreage positions targeting the Denver-Julesberg Basin Niobraraformation through our joint venture with Slawson Exploration and the WillistonBasin Bakken/Three Forks.

 

TheLoan bears interest at the rate of 12.00% per annum and is payable monthlybeginning on October 1, 2010.  All principal will be due and payableon the ultimate maturity date of the Loan.

 

Pursuantto the Loan, the Investors will also have a first priority security interest onall of our assets, on a pari passu basis with each other.

 

TheNotes mature one year from their date of issuance, with an optional one-yearextended term and will be subject to the usual and customary financialcovenants.  In order to enter theextension term, the Company is required to pay an extension payment equal totwo percent (2%) of the principal amount.

 

Wemay pre-pay the Notes at a price of one hundred two percent (102%) of facevalue during the initial twelve months, and may pre-pay the Notes at any timewithout penalty during the extended term.

 

TheNotes yielded cash proceeds of $14,775,000 net of fees.  We paid a successfee equal to one percent (1.0%) of the proceeds raised from the Loan tounrelated finders.

 

***Cashand Cash Equivalents***

 

Our total cash resources, excludingshort-term investments, as of September 30, 2010 were $13,939,894,compared to $691,263 as of December 31, 2009. The increase in cash balancewas primarily attributable to the Merger on April 16, 2010 described inNote 15 in the footnotes to the financial statements and the senior securednote offering on September 22, 2010 described in Note 9 in the footnotesof the financial statements.

 

***NetCash Provided by (Used In) Operating Activities***

 

Net cash provided by (used in)operating activities was $3,688 and $(1,095,753) for the three and nine monthsended September 30, 2010 compared to $(99,949) and $(99,001) for the threeand nine months ended September 30, 2009. The net cash used in operating activities makes up a portion of our netloss during the three and nine months ended September 30, 2010.

 

***NetCash Used In Investment Activities***

 

Net cash provided by (used in)investment activities was $(13,234,207) and $(1,234,736) for the three and ninemonths ended September 30, 2010 compared to $(929,495) and $(1,759,864)for the three and nine months ended September 30, 2009.  Cashprovided by investing activities is primarily attributable to cash receivedfrom the merger described in Note 15 in the footnotes to the financialstatements.  Cash used in investment activities is primarily attributableto the purchase of oil and gas properties in the Williston and Denver-JulesbergBasins, as well as the increase of prepaid drilling costs paid during thequarter.

 

***NetCash Provided by Financing Activities***

 

Net cash provided by (used in)financing activities was $14,775,000 and $15,579,120 for the three and ninemonths ended September 30, 2010 compared to $1,830,498 and $2,518,998 forthe three and nine months ended 

 

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September 30, 2009.  Netcash provided by financing activities is primarily attributable to proceedsfrom the issuance of senior secured promissory notes described in Note 9 in thefootnotes to the financial statements.

 

***Adequacyof Capital Resources***

 

With the addition of capitalachieved through the issuance of senior secured notes, we believe we havesufficient capital to meet our drilling commitments and expected general andadministrative expenses through approximately the second quarter of 2011. Anystrategic acquisition of assets may require us to access the capitalmarkets.  We may also choose to access the equity capital markets tofund accelerated or continued drilling at the discretion of management anddepending on prevailing market conditions.  We will evaluate anypotential opportunities for acquisitions as they arise.  Given ournon-leveraged asset base and anticipated growing cash flows, we believe we arein a position to take advantage of any appropriately priced sales that mayoccur.  However, additional capital may not be available to us onfavorable terms or at all.

 

**Off-Balance SheetArrangements**

 

We have no off-balance sheetarrangements.

 

**Critical AccountingPolicies and Estimates**

 

Our management’s discussion andanalysis of financial conditions and results of operations is based on ourfinancial statements, which have been prepared in accordance with accountingprinciples generally accepted in the United States, or GAAP.  The preparationof these financial statements required us to make estimates and judgments thataffect the reported amounts of assets, liabilities and expenses.  On anongoing basis, we evaluate these estimates and judgments, including thosedescribed below.  We base our estimates on our historical experience andon various other assumptions that we believe to be reasonable under thecircumstances.  These estimates and assumptions form the basis for makingjudgments about the carrying values of assets and liabilities that are notreadily apparent from other sources.  Actual results and experiences maydiffer materially from these estimates.

 

While our significant accountingpolicies are more fully described in notes to our financial statementsappearing elsewhere in this Form 10-Q, we believe that the followingaccounting policies are the most critical to aid you in fully understanding andevaluating our reported financial results and affect the more significantjudgments and estimates that we used in the preparation of our financialstatements.

 

*Stock-BasedCompensation*

 

We have accounted for stock-basedcompensation under the provisions of FASB Accounting Standards Codification(ASC) 718-10-55 (*Prior authoritativeliterature:*FASB Statement 123(R), *Share-BasedPayment). *This statement requires us to record any expenseassociated with the fair value of stock-based compensation.  We used theBlack-Scholes option valuation model to calculate stock based compensation atthe date of grant.  Option pricing models require the input of highlysubjective assumptions, including the expected price volatility.  Changesin these assumptions can materially affect the fair value estimate.

 

*Full Cost Method*

 

We follow the full cost method ofaccounting for oil and gas operations whereby all costs related to theexploration and development of oil and gas properties are initially capitalizedinto a single cost center (“full cost pool”).  Such costs includeland acquisition costs, geological and geophysical expenses, carrying chargeson non-producing properties, costs of drilling directly related toacquisitions, and exploration activities.

 

Proceeds from property sales willgenerally be credited to the full cost pool, with no gain or loss recognized,unless such a sale would significantly alter the relationship betweencapitalized costs and the proved reserves attributable to thesecosts.  A significant alteration would typically involve a sale of25% or more of the proved reserves related to a single full costpool.  There were no property sales for the period endedSeptember 30, 2010 and for the years ended December 31, 2009 and2008.

 

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Capitalized costs associated withimpaired properties and capitalized cost related to properties having provedreserves, plus the estimated future development costs and asset retirementcosts under FASB ASC 410-20-25 (*Priorauthoritative literature:,*FASB Statement 143, *Accounting for Asset Retirement Obligations)*willbe depleted and amortized on the unit-of-production method based on theestimated gross proved reserves as determined by independent petroleumengineers.  The costs of unproved properties are withheld from thedepletion base until such time as they are either developed orabandoned.  When proved reserves are assigned or the property isconsidered to be impaired, the cost of the property or the amount of theimpairment is added to costs subject to depletion calculations. As of September 30,2010, we included $8,280 of costs related to top lease impairment which costsare subject to the depletion calculation.

 

Capitalized costs of oil and gasproperties (net of related deferred income taxes) may not exceed an amountequal to the present value, discounted at 10% per annum, of the estimatedfuture net cash flows from proved oil and gas reserves plus the cost ofunevaluated properties (adjusted for related income taxeffects).  Should capitalized costs exceed this ceiling, impairmentis recognized.  The present value of estimated future net cash flows iscomputed by applying the 12-month average price of oil and natural gas based onthe prices in effect at the beginning of each month to estimated future productionof proved oil and gas reserves as of period-end, less estimated futureexpenditures to be incurred in developing and producing the proved reserves andassuming continuation of existing economic conditions.  Such present valueof proved reserves’ future net cash flows excludes future cash outflowsassociated with settling asset retirement obligations that have been accrued onthe Balance Sheet.  Should this comparison indicate an excesscarrying value, the excess is charged to earnings as an impairment expense.

 

*Joint Ventures*

 

Our financial statements as of andfor the periods ended September 30, 2010 and September 30, 2009 andas of December 31, 2009 include the accounts and the proportionate shareof the assets, liabilities, and results of operations of the joint ventures inwhich we were involved.

 

**CautionaryFactors That May Affect Future Results**

 

This Form 10-Q and otherwritten reports and oral statements made from time to time by us may containso-called “forward-looking statements,” all of which are subject to risks anduncertainties.  One can identify these forward-looking statements by theiruse of words such as “expects,” “plans,” “estimates,” “forecasts,” “projects”and other words of similar meaning.  One can identify them by the factthat they do not relate strictly to historical or current facts.  Thesestatements address our growth and business strategies, expectations andintentions with respect to expenses, drilling efforts and well participation,geographic focus, financial results, and cash needs.  One must carefullyconsider any such statement and should understand that many factors could causeactual results to differ from our forward-looking statements.  Thesefactors include inaccurate assumptions and a broad variety of other risks and uncertainties,including some that are known and some that are not.  No forward-lookingstatement can be guaranteed and actual future results may vary materially.

 

We do not assume the obligation toupdate any forward-looking statement, other than as required by law.  Oneshould carefully evaluate such statements in light of factors described inVoyager’s filings with the SEC, including the section titled “Risk Factors” inits most recent Annual Report on Form 10-K, as specifically updated in ourcurrent report on Form 8-K as filed on April 22, 2010, as amended July 1,2010 and as further updated in our subsequent periodic reports.

 

**ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

Not applicable.

 

**ITEM 4.CONTROLS AND PROCEDURES**

 

Under the supervision and with theparticipation of our management, including our Chief Executive Officer andPresident, and Interim Chief Financial Officer, we conducted an evaluation ofour disclosure controls and procedures, as such term is defined under Rules 13a-15(e) or15d-15(e) promulgated under the Exchange Act, as of 

 

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the end of the period covered bythis report. Based on this evaluation, our management has concluded that ourdisclosure controls and procedures are effective.

 

There have been no changes(including corrective actions with regard to significant deficiencies ofmaterial weaknesses) in our internal control over financial reporting thatoccurred during our most recently completed fiscal quarter that have materiallyaffected, or are reasonably likely to materially affect, our internal controlover financial reporting.

 

**PART II — OTHER INFORMATION**

 

**ITEM 1.LEGAL PROCEEDINGS**

 

On August 23, 2010, plaintiffDonald Rensch filed a three count shareholder derivative action in the UnitedStates District Court for the District of Minnesota against nominal defendantNorthern Oil & Gas, Inc. (“Northern”), certain officers anddirectors of Northern, James Randall Reger, Weldon Gilbertson and J.R. Reger(all current or former officers of Voyager), and Voyager.  Count I of thecomplaint alleges breach of fiduciary duty of loyalty and usurpation ofcorporate opportunities by certain of Northern’s officers and directors; Count II asserts allegations against James Randall Reger, Weldon Gilbertson,and J.R Reger of aiding and abetting officers of Northern in breaching theirfiduciary duties and usurpation of Northern’s corporate opportunities inconnection with the formation, capitalization, and operation of PlainsEnergy/Voyager.  Count III asserts a claim against Voyager for tortiousinterference with a prospective business relationship.  The plaintiffseeks injunctive relief and damages, including imposing on Voyager and all ofits assets a constructive trust for the benefit of Northern.  We believethat each of the above claims lacks merit and we intend to strongly defendourselves and each of our current or former officers in connection with thislawsuit.  We filed a Motion to Dismiss the lawsuit in the United StatesDistrict Court for the District of Minnesota on September 23, 2010. We have been informed that a hearing on our Motion to Dismiss will be held onJanuary 20, 2011.

 

The Company is subject to litigationclaims and governmental and regulatory proceedings arising in the ordinarycourse of business.  The Company’smanagement believes that all such litigation matters are not likely to have amaterial adverse effect on its financial position, cash flows or results ofoperations.

 

**ITEM 1A.RISK FACTORS**

 

Please refer to the risk factorscontained in Item 1A under the caption “Risk Factors” and elsewhere in theCompany’s annual report on Form 10-K for the fiscal year endedJanuary 3, 2010, as updated by the Company’s current report onForm 8-K as filed April 22, 2010, as amended July 1, 2010.

 

**ITEM 6.EXHIBITS**

 
| 31.1   | Certification of Chief Executive  Officer pursuant to Securities Exchange Act Rules 13a-15(e) and  15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                           |
| 31.2   | Certification of Interim Chief  Financial Officer pursuant to Securities Exchange Act  Rules 13a-15(e) and 15d-15(e) as adopted pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 |
|   |                                                                                                                                                                                                           |
| 32.1   | Certification of Chief Executive  Officer and Interim Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002             |

 

**SIGNATURES**

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report onForm 10-Q to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

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| Dated: November 15, 2010 | VOYAGER OIL &  GAS, INC.                 |
|-------------------------------|--------------------------------------------------------|
|                          | Registrant                                             |
|                          |                                                   |
|                          |                                                   |
|                          | /s/ *James Russell (J.R.) Reger*                       |
|                          | James Russell (J.R.) Reger                             |
|                          | Chief Executive Officer (principal  executive officer) |
|                          |                                                   |
|                          |                                                   |
|                          | /s/ *Mitchell R. Thompson*                             |
|                          | Mitchell R. Thompson                                   |
|                          | Chief Financial Officer (principal  financial officer) |

 

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