Edgar Filing: VOYAGER ENTERTAINMENT INTERNATIONAL INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549

FORM 10-QSB/A

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended: September 30, 2006

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from to
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Commission File Number: 000-33151

VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
-----------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)

Nevada 54-2110681
------------------------ ----------------
(State of incorporation) (I.R.S. Employer
Identification No.)

4483 West Reno Avenue, Las Vegas, NV 89118
------------------------------------------
(Address of Principal Executive Offices)

(702) 221-8070
------------------------------------------
(Issuer's Telephone Number, Including Area Code)

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Name, Former Address and Former Fiscal Year, if Changed Since Last Report.)

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

There were 111,606,960 shares of Common Stock issued and outstanding and
1,000,000 shares of Series B Preferred Stock issued and outstanding as of the
latest practicable date.

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

This Amendment No. 1 on Form 10-QSB/A corrects grammatical errors and enhances
descriptions and disclosures not made in the original 10-QSB. The original
10-QSB for the period ending September 30, 2006 represented a combination of the
financial statements of the Company and Western Architectural Services LC.

On April 10, 2006, Voyager entered into a Unit Purchase (Buy-Sell) Agreement
("Agreement") to acquire all the outstanding units of Western Architectural
Services, LLC ("Western") in exchange for a total of 5,000,000 shares of
Voyager's common stock ("Shares"). On September 11, 2006, Voyager believed it
had fully completed the necessary due diligence pursuant to the Agreement and
consequently delivered the Shares consideration as required for the final
closing. Upon further evaluation of Voyager's due diligence of Western pursuant
to Section 2.02 of the Agreement, it was determined that the existing limited
liability company ("LLC") operating agreement of Western would need to be
modified in order for Voyager to continue the existing operations of Western.

On March 30 2007, Voyager and Western were not able to come to acceptable terms
with regards to the needed changes to the LLC operating agreement and therefore
cancelled the Agreement since the transaction did not meet all the requirements
of Section 2.02 of the Agreement and was deemed as if the acquisition
transaction was never closed.

As a result of the nullification of the transaction it is necessary to amend the
10-QSB for the period ending September 30, 2006 in order to extract all
language, Representations and financial information as if the acquisition had
never occurred.

Disclosure changes have been made to the Statement of Stockholders' Deficit and
the Balance Sheet, Statements of Operations, Statement of Cash Flows and
Statement of Stockholders Deficit as well as any comments or representations
throughout the Managements Discussion and Analysis (MD&A).

In connection with the filing of this Amendment and pursuant to the rules of the
SEC, we are including with this Amendment a currently dated signature page and
certain currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.
Except as described above, no other changes have been made to the Original
filing, however, for the convenience of the reader, we have filed the Original
filing in its entirety, as amended pursuant to the description above, in this
Amendment. This Amendment continues to speak as of the date of the Original
Filing, and we have not updated the disclosures contained therein to reflect any
events that occurred at a date subsequent to the filing of the Original Filing.
Accordingly, this Amendment should be read in conjunction with our subsequent
filings with the SEC.

INDEX

Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements............................................ 3

Consolidated Balance Sheet (Unaudited).......................... 3

Consolidated Statements of Operations (Unaudited)............... 4

Consolidated Statement of Stockholders' Deficit (Unaudited).... 5

Consolidated Statements of Cash Flows (Unaudited)............... 6

Notes to Consolidated Financial Statements...................... 7

Item 2. Plan of Operation............................................... 15

Item 3. Controls and Procedures......................................... 26

PART II - OTHER INFORMATION

Item 1. Legal Proceedings............................................... 27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 27

Item 3. Defaults Upon Senior Securities................................ 28

Item 4. Submission of Matters to a Vote of Security holders............ 28

Item 5. Other Information............................................... 28

Item 6. Exhibits....................................................... 29

Signatures................................................................. 30

PART I - FINANCIAL INFORMATION

VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 2006
(UNAUDITED)

ASSETS

Current asset:
Cash $ 283,402
Loan origination costs, net of accumulated amortization
Of $3,472 46,528
------------
Total current assets 329,930

Note receivable 500,000
Property and equipment, net of accumulated depreciation
Of $23,790 18,862
------------

Total assets $ 848,792
============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses $ 1,050,177
Accrued expenses - related party 995,000
Loans and settlement payable 878,239
Lines of credit and accrued interest of $605,000 1,855,000
------------

Total current liabilities $ 4,778,416

Stockholders' deficit:
Preferred stock - Series A; $.001 par value; 1,500,000 shares
authorized, 0 shares outstanding --
Preferred stock - Series B; $.001 par value; 10,000,000 shares
authorized, 1,000,000 shares outstanding 1,000
Common stock; $.001 par value; 200,000,000 shares
authorized, 99,799,460 shares issued and outstanding 99,800
Additional paid-in capital 28,968,800
Deferred construction costs (18,304,135)
Acquisition deposit paid with common stock (450,000)
Loan collateral (750,000)
Loan origination fee, net of accumulated amortization
Of $27,778 (372,222)
Deficit accumulated during development stage (13,122,867)
------------

Total stockholders' deficit (3,929,624)
------------

Total liabilities and stockholders' deficit $ 848,792
============

The accompanying notes form an integral part of these consolidated financial
statements

VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

For the period
Three Months Ended Nine Months Ended since inception on
September 30, September 30, September 30, September 30 March 1, 1997 to
2006 2005 2006 2005 September 30, 2006
------------ ------------ ---------- ------------ ------------------

Net revenue $ -- $ -- $ -- $ -- $ --

Operating expenses:
Professional and consulting fees 308,520 411,517 768,520 945,790 10,050,270
Project costs 8,288 8,536 32,993 10,821 125,172
Depreciation 2,715 1,835 7,428 5,431 24,402
Settlement expense -- -- -- -- 650,000
Other operating expenses 38,796 35,173 109,232 136,008 819,600
------------ ------------ ------------ ------------ ---------------
358,319 457,061 918,173 1,098,050 11,669,444
------------ ------------ ------------ ------------ ---------------
Operating loss (358,319) (457,061) (918,173) (1,098,050) (11,669,444)

Interest income (expense), net (90,361) (17,101) (125,305) (52,285) (1,453,423)
------------ ------------ ------------ ------------ ---------------

Net loss (448,680) (474,162) (1,043,478) (1,150,335) (13,122,867)

Preferred stock dividends from amortization
of beneficial conversion feature -- -- -- -- 130,000
------------ ------------ ------------ ------------ ---------------

Net loss attributed to common stockholders $ (448,680) $ (474,162) $ (1,043,478) $ (1,150,335) $ (13,252,867)
============ ============ ============ ============ ===============

Net loss per share - basic and diluted $ (0.00) $ (0.01) $ (0.01) $ (0.02)
============ ============ ============ ============

Weighted average common stock
shares outstanding - basic and diluted 90,761,417 72,513,000 83,593,599 65,674,000
============ ============ ============ ============

The accompanying notes form an integral part of these consolidated financial
statements

VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
FOR THE NINE MONTHS ENDED September 30, 2006

Preferred Stock Series A Preferred Stock Series B common stock
------------------------ ------------------------ ------------
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------

Balance at December 31, 2005 500,000 $ 500 1,500,000 $ 1,500 77,832,793 $77,833
========= ======= ========= ======== ========== =======

Issuance of common stock for cash
February 2006 -- -- -- -- 166,667 167

Conversion of preferred series B stock
To common stock April 2006 -- -- (500,000) (500) 1,000,000 1,000

Issuance of common stock for Services
April 2006 -- -- -- -- 950,000 950

Issuance of common stock for Acquisition
Deposit April 2006 -- -- -- -- 3,000,000 3,000

Issuance of common Stock for services
May 2006 -- -- -- -- 100,000 100

Issuance of common stock for services
June 2006 -- -- -- -- 250,000 250

Conversion of Preferred Series A
To common Stock July 2006 (500,000) (500) -- -- 5,000,000 5,000

Issuance of common stock for loan
August 2006 -- -- -- -- 4,000,000 4,000

Issuance of common Stock for collateral
August 2006 -- -- -- -- 7,500,000 7,500

Amortization of loan costs to interest
to interest expense, September 2006 -- -- -- -- -- --

Net loss as of September 31, 2006 -- -- -- -- -- --
--------- ------- --------- -------- ---------- -------

Balance at September 31, 2006 -- -- 1,000,000 $1,000 99,799,460 $ 99,800
========= ======= ========= ======== ========== =======

accumulated
Deferred during the Total
Additional construction Acquisition Loan Loan development stockholders'
paid-in capital costs deposit collateral Fee stage deficit
--------------- ----- ----------- ---------- ------ ----------- -------------

Balance at December 31, 2005 $27,171,267 $(18,304,135) -- -- -- $(12,079,389) $(3,132,424)
=========== ============= ======= ====== ========= ============ ===========

Issuance of common stock for cash
February 2006 24,833 -- -- -- -- -- 25,000

Conversion of preferred series B stock
To common stock April 2006 (500) -- -- -- -- -- --

Issuance of common stock for Services
April 2006 141,550 -- -- -- -- -- 142,500

Issuance of common stock for Acquisition
Deposit April 2006 447,000 -- (450,000) -- -- -- --

Issuance of common Stock for services
May 2006 15,900 -- -- -- -- -- 16,000

Issuance of common stock for services
June 2006 34,750 -- -- -- -- -- 35,000

Conversion of Preferred Series A
To common Stock July 2006 (4,500) -- -- -- -- -- --

Issuance of common stock for loan
August 2006 396,000 -- -- -- (400,000) -- --

Issuance of common Stock for collateral
August 2006 742,500 -- -- (750,000) -- -- --

Amortization of loan costs to interest
to interest expense, September 2006 -- -- -- -- 27,778 -- 27,778

Net loss as of September 31, 2006 -- -- -- -- -- (1,043,478) (1,043,478)
---------- ------------- ---------- --------- --------- ------------ -----------

Balance at September 31, 2006 $28,968,800 $(18,304,135) $ (450,000) $(750,000) $(372,222) $(13,122,867) $(3,929,624)
=========== ============= ========== ========= ========== ============= ===========

The accompanying notes form an integral part of these consolidated financial
statements
5

VOYAGER ENTERTAINMENT INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the period
since inception on
Nine Months Ended Nine Months Ended March 1, 1997 to
September 30, 2006 September 30, 2005 September 30, 2006
------------------ ------------------ ------------------

Cash flows provided by (used for) operating activities:
Net loss $ (1,043,478) $ (1,150,335) $(13,122,867)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 7,428 5,431 24,402
Issuance of common stock for services 193,500 503,000 5,425,315
Interest expense from the issuance of
Common stock 27,392 -- 502,542
Accretion of debt issuance costs 31,250 -- 31,250

Increase (decrease) in liabilities:
Accounts payable and accrued expenses 34,262 41,370 1,022,695
Accrued payable - related parties 210,000 (55,000) 995,000
Accrued settlement obligation -- -- 650,000
------------ ------------ ------------

Net cash used for operating activities (539,646) (655,334) (4,471,663)
------------ ------------ ------------

Cash flows used for investing activities:
Payments to acquire property and equipment (10,504) (14,398) (43,174)
Note receivable (500,000) -- (500,000)
------------ ------------ ------------
Net cash used for investing activities (510,504) (14,398) (543,174)
------------ ------------ ------------

Cash flows provided by (used for) financing activities:
Proceeds from notes payable 1,250,000 -- 2,083,239
Proceeds from sale of preferred stock -- -- 150,000
Proceeds from issuance of common stock 25,000 700,000 3,115,000
Payments for loan fees (50,000) -- (50,000)
------------ ------------ ------------

Net cash provided by financing activities 1,225,000 700,000 5,298,239
------------ ------------ ------------

Net increase (decrease) in cash 174,850 30,068 283,402
Cash, beginning of period 108,552 15,975 --
------------ ------------ ------------

Cash, end of period $ 283,402 $ 46,043 $ 283,402
============ ============ ============

Cash paid during the period for:
Interest expense $ 3,472 $ -- $ 3,472
============ ============ ============
Income taxes $ -- $ -- $ --
============ ============ ============

Non cash financing activity:
Common stock issued for financing costs $ 400,000 $ -- $ 988,300
============ ============ ============
Deferred construction cost $ -- $ -- $ 18,304,135
============ ============ ============
Conversion of preferred stock to common stock $ 1,000 $ -- $ 12,600
============ ============ ============

Common stock issued for acquisition deposit $ 450,000 $ -- $ 450,000
============ ============ ============
Common stock issued for loan collateralization $ 750,000 -- $ 750,000
============ ============ ============

The accompanying notes form an integral part of these consolidated financial
statements

VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NINE MONTHS ENDED September 30, 2006

(1) Summary of Significant Accounting Policies:

Background
----------

The Company is in the entertainment development business and is planning the
development of the world's tallest Ferris wheel on the Las Vegas Strip area. The
Company's corporate offices are located in Las Vegas, Nevada.

Business Activity:

The Company is in the entertainment development business and is planning the
development of a Ferris wheel on or near the Las Vegas Strip area, and other
countries. The Company's corporate offices are located in Las Vegas, Nevada.

On March 17, 2005 the company signed a joint venture agreement with Allied
Investment House, Inc. to build a 600ft Observation Wheel in the United Arab
Emirates. Allied Investment House, Inc. will provide 100% of the financing
of an Observation Wheel in the UAE up to $150 million.

Voyager and Allied will form a UAE corporation in order for the transaction to
be completed. Both Voyager (or its assigns) and Allied (or its assigns) will
operate, govern and own the newly formed company.

Using "best efforts" within 180 days and depending on current prevailing market
Conditions, Allied will cause the newly formed company to offer stock in a
public offering that will cause the new company's stock to be traded on an
internationally recognized stock exchange.

As a result of the agreement the Company is still determining the exact location
of where the Voyager Project will be located in the UAE. As of the date of this
filing there has been no funding provided by Allied and a location for the
Observation Wheel has not been selected and the UAE corporation has not been
formed.

Basis of Presentation:

The accompanying consolidated financial statements include the accounts of
Voyager Entertainment International, Inc. (the "Company"), formerly known as
Dakota Imaging, Inc., ("Dakota"), incorporated under the laws of the State of
North Dakota on January 31, 1991, and its subsidiaries:

a) Voyager Ventures, Inc. ("Ventures"), incorporated under the laws of the State
of Nevada on January 15, 2002 (owned 100% by the Company); b) Outland
Development, LLC ("Outland"), a limited liability company formed under the laws
of the State of Nevada on March 1, 1997(owned 100% by Ventures); and c) Voyager
Entertainment Holdings, Inc. ("Holdings"), incorporated under the laws of the
State of Nevada on May 2, 2002 (owned 100% by the Company).

During April 2002, the Company changed its name from Dakota Imaging, Inc. to
Voyager Entertainment International, Inc. and adopted a new fiscal year-end of
December 31.

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America. All material inter-company accounts and transactions have been
eliminated in consolidation.

A stock purchase agreement was entered into on April 10, 2006 to purchase 100%
of the outstanding capital stock of Western. As consideration for the purchase,
Voyager agreed to issue 3,000,000 shares of Voyager common stock as a deposit
with a final payment of an additional 2,000,000 shares of Voyager common stock.

Further information concerning the purchase of Western Architectural Services,
Inc. can be found in Notes 5 and 7.

Interim Financial Statements:
-----------------------------
The accompanying consolidated financial statements include all adjustments
(consisting of only normal recurring accruals) which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the periods presented. Interim results are not necessarily indicative of the
results to be expected for the full year ending December 31, 2006. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements included in the annual report of Voyager
Entertainment International, Inc. and its subsidiaries (the "Company") on Form
10-KSB for the year ended December 31, 2005.

Going Concern
-------------

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has no
established source of revenue, has a working capital deficit of $4,448,486 has
debt of $1.2 million which can be called at any time, has an accumulated deficit
of $13,122,867 incurred significant net losses and has used cash for operating
activities of $539,646 for the nine months ended September 30, 2006,
respectively, all of which raised substantial doubt about it's ability to
continue as a going concern. Management's plan in regard to these matters is
discussed below. These financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

The Company will need to raise a substantial amount of capital in order to
continue its business plan. This situation raises substantial doubt about its
ability to continue as a going concern.

The accompanying consolidated financial statements do not include any
adjustments relative to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result from
the outcome of this uncertainty.

Management intends to initiate their business plan and will continue to seek out
joint venture partners, attempt to locate the appropriate location for the Las
Vegas Project and United Arab Emirates Project as well as other projects, and
continually seek funding opportunities. Management also intends to raise
additional capital through the sale of it's stock to private individuals who
have had prior relationships with the Company and have been successful in
providing capital for minimal operations in the past. However, there can be no
guarantees that management will be successful in the future. The Company is
currently indebted to three creditors and will not have the ability to repay
either of the creditors if significant project funding is not received. If
repayment does not occur, it is possible that a creditor could foreclose on the
assets of the company causing the Company to be insolvent.

Accounting Policies:

Concentration of credit risk for cash deposits
----------------------------------------------

Financial instruments that potentially subject Voyager to credit risk consist
principally of cash deposits. Accounts at each institution are insured by the
Federal Deposit Insurance Corporation (FDIC) up to $100,000. At September 30,
2006 Voyager had approximately $183,000 in excess of FDIC insured limits.

There has been no change in accounting policies used by the Company during the
nine months ended September 30, 2006.

There were no stock options granted for the period from inception to September
30, 2006.

Reclassifications
-----------------
Certain reclassifications, which have no effect on net income (loss), have been
made in the prior period financial statements to conform to the current
presentation. Specifically, we have presented accrued interest relating to the
debt on our balance sheet in accrued expenses.

For non-employee stock based compensation the Company recognizes an expense in
accordance with SFAS No. 123R and values the equity securities based on the fair
value of the security on the date of grant. For stock-based awards the value is
based on the market value for the stock on the date of grant.

(2) Loans Payable:

Loans payable had no stated interest rate, were due on demand and unsecured.
Interest has been accrued at an estimated market interest rate of 8% and is
included in accrued expenses, and totaled $301,164 as of September 30, 2006.

The original balance was $228,239 and the proceeds were received and used for
operating capital during the year ended December 31, 2002. In March 2003, a
claim of $1,460,000 was asserted by the lender. Although management believed the
claims were frivolous, due to the additional resources needed by management to
defend against these claims and the likely distraction of management's efforts
from moving forward with the business plan, a settlement agreement was executed
with the lender in August 2003.

Pursuant to the Settlement Agreement, the Company has agreed to pay a settlement
amount of an additional $650,000, without claiming any fault or wrong doing. The
Company accumulates interest on the principal at the rate of $17,467 per
Quarter. As of September 30, 2006 the total obligation including loans of
$228,239 in principal the settlement obligation of $650,000, plus accrued
interest of $301,164 amounting to an aggregate of $1,179,403. One half of this
amount, or $589,702, is due and payable at the closing of the first round of
project funding and the remaining balance is due and payable at the closing of
any subsequent project funding, neither of which have occurred as of September
30, 2006.

In May 2006 the Company borrowed $25,000 from a shareholder and the proceeds
were used for operating capital during the nine months ended September 30, 2006.
There was a stated interest rate of 12% for the loan and was due on demand. As
of the end of the third quarter the loan has been paid in full and has no
balance remaining.

On November 19, 2002, the Company entered into a line of credit financing
agreement which entitled the Company to borrow from Dan Fugal up to an
aggregate of $2,500,000. Advances

under this line of credit were based on achievement of certain milestones
pursuant to the agreement. Upon the receipt of funds, the Company was required
to issue up to 1,500,000 shares of its Common Stock on a pro rata basis. The
Company has borrowed $605,000 against this line of credit and issued 1,500,000
shares. The balance payable under this line of credit was due on April 15, 2003
and is secured by all of the Company's assets. The original line of credit bore
interest at the rate of 12% per annum. This line of credit has expired and no
principal or accrued interest has been paid back. Consequently, during the year
ended December 31, 2003, the Company agreed to pay 100% interest related to this
line of credit. As of September 30, 2006, the total obligation including loans
of $605,000, and accrued interest of $605,000, amounted to $1,210,000. Mr. Fugal
has agreed to be repaid from those funds received by the Company at its next
project funding. If the Company does not receive significant project funding it
will not be able to repay Mr. Fugal. As collateral for the Loan and Security
Agreement with Mr. Fugal, Mr. Fugal filed a UCC-1 against the assets and
intellectual property of the company which gives Mr. Fugal the right to
institute foreclosure proceedings against the Company. Mr. Fugal could institute
foreclosure proceedings at any time if he believes that he will not be repaid.
As of the date of this Quarterly Report on Form 10-QSB, Mr. Fugal has not
indicated any intentions to institute foreclosure proceedings. However,
management can not guarantee that Mr. Fugal will not attempt to institute
foreclosure proceedings against the Company.

On September 5, 2006 the Company received a loan from Diversified Lending Group,
Inc. ("DLG"),a California registered mortgage banker, in the amount of
$1,250,000. The loan term is for one year with monthly interest payments due on
the 5th day of each month beginning on October 5, 2006. The principal balance is
due twelve months from the day the loan was executed. The interest rate of the
loan is 14% simple interest calculated daily assuming a 360 day year. A late
payment fee of .05% will be payable to DLG in the event a monthly payment is
determined to be late. The current monthly interest payment is $14,583. If the
Company defaults on any payments a notice of default will be sent by DLG to the
Company at which time the company will have 15 days to sure the default. Once a
default has been created, the default rate will be 18%. As consideration for the
loan Voyager was required to issue 4,000,000 shares of common stock, valued at
$400,000 on September 5, 2006, representing .04% of the issued and outstanding
shares of Voyager. The 4,000,000 shares were issued as a loan origination fee
and were due on The date the loan was accepted by Voyager. As a condition to the
loan Voyager is required to issue shares of common stock to DLG every quarter in
order for DLG to remain at .04% for a period of two years from the date the loan
is repaid. An additional 7,500,000 shares, valued at $750,000 on September 5,
2006, were issued to DLG as collateral for the loan. Those shares are to remain
unencumbered and will be returned to the Company for cancellation at the time
the loan is repaid. However if the loan is not repaid DLG will be permitted to
retain the shares.

The company has the option to extend the loan term to 18 months for a fee of
..03% of the loan amount or $37,500.

The promissory note also holds an anti-dilution clause where the Company is
required to issue additional shares of its common stock to the debt holder so
that their 4% ownership is not diluted. As of September 30, 2006 we accrued
additional interest expense of $27,778 for this anti-diultion clause.

(3) Related Party Transactions:

During the three months ended September 30 2006, the Company incurred management
consulting fees of approximately $105,000 or $35,000 per month to Synthetic
Systems, LLC., which is jointly owned by Richard L. Hannigan Sr. and his spouse
Myong Hannigan. There has been a total of the $315,000 accrued as of the nine
months ended September 30, 2006. The company also paid to Synthetic Systems
LLC., furniture rental expenses for the nine months ending September 30, 2006 of
approximately $10,350 and office rent expenses of approximately $25,919.

(4) Stockholders' Deficit

Convertible Preferred Stock - Series A
--------------------------------------------------------------------------------

The Series A convertible preferred stock carries the following rights and
preferences:

o 10 to 1 voting rights per share
o Each share has 10 for 1 conversion rights to shares of common
stock
o No redemption rights

During 2002, prior to the date of the Merger discussed in Note 1, the
Company issued 2,160,000 shares of convertible preferred stock as consideration
for cash and services, of which 660,000 shares were immediately converted to
shares of common stock, resulting in the Company having 3,660,000 shares of
common stock outstanding.

Effective February 8, 2002, the Company, as consideration for the
Merger, issued 3,660,000 shares of its Series A convertible preferred stock in
exchange for 100% of Voyager's outstanding common stock. Additionally,
simultaneously upon closing of the Merger, 2,160,000 shares of the Series A
convertible preferred stock immediately converted into 21,600,000 shares of
common stock, resulting in a balance of 1,500,000 shares of convertible
preferred stock outstanding. These amounts have been adjusted pursuant to
reverse merger accounting in the accompanying financial statements.

Immediately preceding the Merger, Dakota, the legal acquirer, had
11,615,000 shares of common stock outstanding.

March 5, 2004, the Company's CEO converted 500,000 Series A
Preferred shares into 5,000,000 shares of common stock of the Company.

March 31, 2004, a former officer and director converted 500,000
Series A Preferred shares into 5,000,000 shares of common stock of the Company.

In September 2006, 500,000 Series A Preferred shares were
converted into 5,000,000 shares of common stock of the Company by a non-officer.

Convertible Preferred Stock - Series B

The Series B convertible preferred stock carries the following rights
and preferences:

o 2 to 1 voting rights per share
o Par value of $0.001
o Each share has 2 for 1 conversion rights to shares of common
stock
o No redemption rights
o Preferential liquidation rights to Series A preferred stock
and common stock
o Anti-dilution clauses in the event of a reverse split

In June 2003, the Company sold 1,000,000 of the Series B Preferred
Stock Shares for total

cash consideration of $100,000 to one investor at $0.10 per share. The Company
recognized a beneficial conversion feature of $80,000 accounted for as a
preferred stock dividend during the year. Since these shares are immediately
convertible into common stock of the Company, pursuant to EITF 00-27 and EITF
98-5, the Company recognized the dividend immediately.

In August 2003, the Company sold 500,000 of the Series B Preferred
Stock Shares for total cash consideration of $50,000 to one investor at $0.10
per share. The Company recognized a beneficial conversion feature of $50,000
accounted for as a preferred stock dividend during the year. Since these shares
are immediately convertible into common stock of the Company, pursuant to EITF
00-27 and EITF 98-5, the Company recognized the dividend immediately.

In December 2003, the Company issued 2,500,000 of the Series B
Preferred Stock Shares for total consideration valued at $2,350,000, or $0.94
per share, to its officer-stockholders. The fair value of the services received
was determined based on the fair value of the underlying trading common stock.

In August 2005 the Company's CEO converted 1,000,000 Series B Preferred
shares into 2,000,000 shares of common stock of the Company.

In August 2005 the Company's Secretary converted 1,000,000
Series B Preferred shares into 2,000,000 shares of common stock of the Company.

In August 2005 an entity controlled by an officer and director
of the Company converted 500,000 Series B Preferred shares into 1,000,000 shares
of Common stock of the Company.

In May 2006 an officer and director of the Company converted
500,000 Series B Preferred shares into 1,000,000 shares of common stock of the
Company.

Common Stock Issuances
----------------------

In January 2005, the Company issued 500,000 shares of common Stock for
consulting services being rendered in the first quarter of 2005. These shares
were valued at the fair value of $0.15 per share for total compensation of
$75,000.

In February 2005, $100,000 was received for 500,000 common shares at $0.20 per
share.

In March 2005, $75,000 was received for 375,000 common shares at $0.20 per
share.

In March 2005, the Company issued 500,000 shares of common stock for consulting
services rendered. These shares were valued at the fair value of $0.32 per share
for total compensation of $160,000.

In June 2005, $400,000 was received for 2,666,667 common shares at $0.15 per
share.

In July 2005, $125,000 was received for 833,333 common shares at $0.15 per
share.

In July 2005, the Company issued 200,000 shares of common Stock for consulting
services rendered. These shares were valued at the fair value of $0.35 per share
for total compensation of $70,000.

In August 2005, a total of 2,500,000 shares of Series B Preferred stock,
convertible at the ratio of 2 shares of common stock for every 1 share of series
B Preferred stock owned, was converted to a total of 5,000,000 shares of common
stock.

In September 2005, the Company issued 600,000 shares of common Stock for
consulting services rendered. These shares were valued at the fair value of
$0.33 per share for total compensation of $198,000.

In November 2005, $25,000 was received for 166,667 common shares at $0.15 per
share.

In December 2005, $270,000 was received for 1,800,000 common shares at $0.15 per
share.

In February 2006, $25,000 was received for 166,667 shares of common stock at
$0.15 per share.

In April 2006, the Company issued 3,000,000 shares of common stock in
anticipation of the Western merger, see Note 7. These shares were valued at
$450,000.

In April 2006, the Company issued 950,000 shares of common stock for consulting
services rendered. These shares were valued at the fair value on the date of
grant for total compensation of $142,500 or $0.15 a share.

In May 2006, an officer and director of the Company converted 500,000 Series B
Preferred Shares into 1,000,000 shares of common stock of the Company.

In May 2006, the Company issued 100,000 shares of common stock for consulting
services rendered. These shares were valued at the fair value on the date of
grant for total compensation of $16,000 or $0.16.

In June 2006, the Company issued 250,000 shares of common stock for consulting
services rendered. These shares were valued at the fair value on the date of
grant for total compensation of $35,000 or $0.14.

In August 2006, the Company issued 4,000,000 and 7,500,000 shares of common
stock in association with loan origination costs and collateral for the loan,
valued at $400,000 and $750,000, respectively. These shares were valued at the
fair value on the date of grant which was $0.10.

In September 2006, 500,000 Series A Preferred shares were converted into
5,000,000 shares of common stock of the Company by a non-officer.

(5) Commitments and Contingencies:

During January 2002, the Company entered into a month-to-month office
lease totaling $2,350 per month with a related party.

Deferred Construction Costs
---------------------------

On May 30, 2002, the Company executed a Contractor Agreement with Western
Architectural Services, LLC ("Western"), where Western will provide to the
Company certain architectural services for the Las Vegas Observation Wheel
Project in exchange for which the Company issued 2,812,500 shares of restricted
Common Stock to Western. Although he was not an affiliate of the Company upon
execution of the Contractor Agreement, Western's Chief Executive Officer is
currently an executive officer, director and significant stockholder of the
Company. We have accounted for these Shares as Deferred Construction Costs in
these financial statements.

Western plans to sell the amount of common stock at the time before and during
the contract to purchase supplies and pay subcontractors. At the time the
contract was issued the shares of the company were trading at $6.50 per share.
The current stock price of the company has a trading range of $0.08 to $0.50. If
at the time Western performs the services contracted and the share price is
below $6.50 per share the Company will be required to issue new shares to
Western in order for the contract to be fulfilled. Western's Chief Executive
Officer is currently an affiliate of the company which will also limit the
amount of shares that can be sold based on the trading volume and shares
outstanding in accordance with Rule 144 of the Securities Act of 1933. As of
September 30, 2006, we have marked these shares to market at the quarter end
closing price of our stock. The change in valuation was debited to
additional-paid in capital due to the deferred construction cost nature of these
shares.

(6) Recent Accounting Pronouncements

In February 2006, the FASB issued Statement of Financial Accounting Standards
No. 155, Accounting for Certain Hybrid Financial Instruments ("SFAS No. 155"),
which amends Statement of Financial Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS No. 133") and Statement of
Financial Accounting Standards No. 140, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities ("SFAS No. 140"). SFAS
No. 155 permits fair value measurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation,
establishes a requirement to evaluate interests in securitized financial assets
to identify interests that are freestanding derivatives or hybrid financial
instruments containing embedded derivatives. We do not expect the adoption of
SFAS 155 to have a material impact on its consolidated financial position,
results of operations or cash flows.

In March 2006, the FASB issued Statement of Financial Accounting Standards No.
156, Accounting for Servicing of Financial Assets ("SFAS No. 156"), which amends
FASB Statement No. 140 ("SFAS No. 140"). SFAS 156 may be adopted as early as
January 1, 2006, for calendar year-end entities, provided that no interim
financial statements have been issued. Those not choosing to early adopt are
required to apply the provisions as of the beginning of the first fiscal year
that begins after September 15, 2006 (e.g., January 1, 2007, for calendar
year-end entities). The intention of the new statement is to simplify accounting
for separately recognized servicing assets and liabilities, such as those common
with mortgage securitization activities, as well as to simplify efforts to
obtain hedge-like accounting. Specifically, the FASB said FAS No. 156 permits a
servicer using derivative financial instruments to report both the derivative
financial instrument and related servicing asset or liability by using a
consistent measurement attribute, or fair value. We do not expect the adoption
of SFAS 155 to have a material impact on its consolidated financial position,
results of operations or cash flows.

In October 2006, the FASB issued SFAS No. 157, "Statement of Financial
Accounting Standards" ("SFAS 157"). The purpose of SFAS 157 is to provide users
of financial statements with better information about the extent to which fair
value is used to measure recognized assets and liabilities, the inputs used to
develop the measurements, and the effect of certain of the measurements on
earnings for the period. SFAS No. 157 also provides guidance on the definition
of fair value, the methods used to measure fair value, and the expanded
disclosures about fair value measurements. This changes the definition of fair
value to be the price that would be received to sell an asset or paid to
transfer a liability, an exit price, as opposed to the price that would be paid
to acquire the asset or received to assume the liability, an entry price. SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods with those fiscal years (e.g.,
January 1, 2008, for calendar year-end entities.) We do not expect the adoption
of SFAS No. 157 to have a material impact on its consolidated financial
position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 158, "Statement of Financial
Accounting Standards" ("SFAS 158") which amends SFAS No. 87, 88, 106, and
132(R). Post application of SFAS 158, an employer should continue to apply the
provisions in Statements 87, 88, and 106 in measuring plan assets and benefit
obligations as of the date of its statement of financial position and in
determining the amount of net periodic benefit cost. SFAS 158 requires amounts
to be recognized as the funded status of a benefit plan, that is, the difference
between plan assets at fair value and the benefit obligation. SFAS 158 further
requires recognition of gains/losses and prior service costs or credits not
recognized pursuant to SFAS No. 87 or SFAS No. 106. Additionally, the
measurement date is to be the date of the employer's fiscal year-end. Lastly,
SFAS 158 requires disclosure in the financial statements effects from delayed
recognition of gains/losses, prior service costs or credits, and transition
assets or obligations. SFAS No. 158 is effective for years ending after December
15, 2006 for employers with publicly traded equity securities and as of the end
of the fiscal year ended after June 15, 2007 for employers without publicly
traded equity securities. We do not expect the adoption of SFAS No. 158 to have
a material impact on its Consolidated financial position, results of operations
or cash flows.

(7) Acquisition
-------------------

Acquisition

On April 10, 2006, Voyager entered into a Unit Purchase (Buy-Sell) Agreement
("Agreement") to acquire all the outstanding units of Western Architectural
Services, LLC ("Western") in exchange for a total of 5,000,000 shares of
Voyager's common stock ("Shares"). On September 11, 2006, Voyager believed it
had fully completed the necessary due diligence pursuant to the Agreement and
consequently delivered the Shares consideration as required for the final
closing. Upon further evaluation of Voyager's due diligence of Western pursuant
to Section 2.02 of the Agreement, it has been determined that the existing
limited liability company ("LLC") operating agreement of Western would need to
be modified in order for Voyager to continue the existing operations of Western.

As a result, the acquisition was nullified effective March 30, 2007. As a result
of the nullification of the acquisition transaction 2,500,000 shares of common
stock will be returned to the Company for cancellation and returned to the
treasury. The remaining 2,500,000 shares will be accounted for as a fee for the
nullification. The shares were valued at fair value of $0.15 per shares for a
total value of $375,000. As of the date of these financial statements the
Company and Western are in the process of cancelling the necessary shares under
the March 30, 2007 agreement.

Accordingly, these financial statements do not include any activities related to
Western due to the above and will subsequently remove the Acquisition Deposit
when all necessary shares have been cancelled and reissued.

(8) SUBSEQUENT EVENTS
--------------------------

In November 2006, the Company issued 9,812,500 shares of common stock for
consulting services rendered. These shares were valued at the fair value on the
date of grant for total compensation of $750,000 or $0.076.

In November 2006, the Company issued 2,000,000 shares of common stock in
anticipation of the Western merger, see Note 7. These shares were valued at
$300,000 or $0.15, the value in April 2006 when the acquisition agreement was
first entered into.

In December 2006, the Company issued 464,278 shares of common stock due to the
anti-dilution clause in our debt agreement, see Note 6 above. These shares were
valued at the fair value on the date of grant which was $0.06.

In December 2006, $25,000 was received for 166,667 shares of common stock at
$0.15 per share.

In December 2006, the Company issued 1,600,000 shares of common stock for
consulting services rendered. These shares were valued at the fair value on the
date of grant for total compensation of $93,000 and issued in two issuances as
follows: 600,000 shares at $0.06 and 1,000,000 shares at $0.58.

ITEM 2. PLAN OF OPERATION

The following discussion should be read in conjunction with the Company's
financial statements and the notes thereto contained elsewhere in this filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for the historical information contained herein, this quarterly report on
Form 10-QSB includes certain "forward-looking statements" within the meaning of
that term in Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act of 1934, including, among others, those statements preceded by,
followed by, or including the words "estimates," "believes," "expects,"
"anticipates," "plans," "projects," or similar expressions. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income and, projections concerning operations and
available cash flow. The Company's actual results could differ materially from
the results discussed in such forward-looking statements. The following
discussion of the Company's financial condition and results of operations should
be read in conjunction with the Company's financial statements and the related
notes thereto appearing elsewhere herein.

These forward-looking statements are based largely on our current expectations
and are subject to a number of risks and uncertainties. These forward-looking
statements include, but are not limited to:

o The Company's wholly-owned subsidiary, Voyager Entertainment Holdings, Inc.
("VEHI"), intends to manage the Las Vegas Voyager Project pursuant to a
performance-based contract between the Company and VEHI and potentially an
as-yet unidentified partner of the Company;
o VEHI intends to employ highly skilled individuals from the theme park
industry and combine their specialized skills with those from the gaming
industry;
o Management believes that it can identify sources and obtain adequate
amounts of such financing;
o The Company intends to enter into a cooperative arrangement with
distributors, whereby we will receive marketing and sales benefits from the
professional staff of such distributors;
o The Company believes that it cannot satisfy the cash requirements of its
plan of operation for the next twelve months without raising additional
funds through debt or equity financings;
o Our near term cash requirements are anticipated to be offset through the
receipt of funds from private placement offerings and loans obtained
through private sources;
o During the next 12 months, we plan to focus our efforts on our development
of the Observation Wheels; however actual construction will not commence
until we have sufficient capital for construction and marketing;
o We anticipate that our monthly cash need is approximately $60,000 per
month;
o The Company plans to focus primarily on the development of the Observation
Wheel in Las Vegas and the United Arab Emirates over the next 12 months.
However, we will also actively seek partnerships and locations for other
observation Wheels throughout the United States and foreign countries;
O On March 17, 2005 the Company signed a joint venture agreement with Allied
Investment House, Inc. to build a 600ft Observation Wheel in the United
Arab Emirates.
O In April 2006, the Company entered into a purchase and sale agreement with
Western Architectural Systems, Inc., a Utah based Theming and construction
Company in order to internalize a portion of the building of the
Observation Wheel and to take advantage of the up coming commercial
construction boom in the Las Vegas area.
o Over the next twelve months, we believe that existing capital and
anticipated funds from operations will not be sufficient to sustain
operations and planned development. Consequently, we will be required to
seek additional capital in the future to fund growth and expansion through
additional equity or debt financing or credit facilities; and

o The Company believes that it cannot satisfy the cash requirements of its
plan of operation for the next twelve months without raising additional
funds through debt or equity financings. However, if the Company receives
adequate funding, the Company anticipates that there will be a need to
purchase a significant amount of equipment and materials as well as
significant need to hire additional employees throughout the next twelve
months. The Company also believes that in this event there will also be a
significant amount of research and development such as building mock-ups,
statistical modeling and engineering.
o In the event we are unsuccessful in generating equity capital, then the
Company will be unable to continue with product development and/or
marketing. The lack of equity capital or other financing may in turn cause
the Company to become insolvent and may cause the Company to seek
protection under the federal bankruptcy laws.
o As of the date hereof the Company anticipates that it has enough cash to
fund operations for the next six months however, the Company does not have
sufficient capital to initiate or complete construction of any of the
Voyager Projects.
o There have been other companies that have announced possible development of
a large Observation Wheel.
o There have been several other companies that have announced to the public
plans to build an observation wheel in Las Vegas. If any of these companies
are successful it would diminish the possibility of the company obtaining
financing or acquiring a proper location.
o The Company has a limited operating history, which could make it difficult
to evaluate our business.

We have yet to establish any history of profitable operations. Although some of
our affiliates have been engaged in the acquisition and administration of
various industries for several years, we have a limited operating history. As a
result, we may not be able to successfully achieve profitability. The likelihood
of our success must be considered in light of the problems, expenses and
complications frequently encountered in connection with the development of a
project this size and the competitive environment in which we operate.
Accordingly, our limited operating history makes an effective evaluation of our
potential success difficult. Our viability and continued operation depends on
future profitability, our ability to generate cash flows and our successful
development and management of other business opportunities. There can be no
assurance that we will be able to successfully implement our business plan or
that if implemented, it will be profitable.

Management may be unable to obtain the appropriate funding to run our company.

The Company does not presently have sufficient financial resources and has no
assurance that sufficient funding will be available to us to build our project.
There can be no assurance that we will be able to obtain adequate financing and
that the future or that

the terms of such financing delays be favorable. Failure to obtain such
additional financing could result in delays or indefinite postponement of
constructing an Observation Wheel.

The Company wishes to caution investors that any forward-looking statements made
by or on behalf of the Company are subject to uncertainties and other factors
that could cause actual results to differ materially from such statements. These
uncertainties and other factors include, but are not limited to the Risk Factors
listed below (many of which have been discussed in prior SEC filings by the
Company). Though the Company has attempted to list comprehensively these
important factors, the Company wishes to caution investors that other factors
could in the future prove to be important in affecting the Company's results of
operations. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.

Readers are further cautioned not to place undue reliance on such
forward-looking statements as they speak only of the Company's views as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward- looking statements, whether as a result of new
information, future events or otherwise.

Recent Developments

( a ) RECENT DEVELOPMENT

On April 10, 2006, Voyager entered into a Unit Purchase (Buy-Sell) Agreement
("Agreement") to acquire all the outstanding units of Western Architectural
Services, LLC ("Western") in exchange for a total of 5,000,000 shares of
Voyager's common stock ("Shares"). On September 11, 2006, Voyager believed it
had fully completed the necessary due diligence pursuant to the Agreement and
consequently delivered the Shares consideration as required for the final
closing. Upon further evaluation of Voyager's due diligence of Western pursuant
to Section 2.02 of the Agreement, it has been determined that the existing
limited liability company ("LLC") operating agreement of Western would need to
be modified in order for Voyager to continue the existing operations of Western.

We have removed Western from these financial statements due to the above and
will subsequently remove the Acquisition Deposit when all necessary shares have
been cancelled and reissued.

(b) On March 17, 2005 the company signed a joint venture agreement with Allied
Investment House, Inc. to build a 600ft Observation Wheel in the United Arab
Emirates. Allied Investment House, Inc. will provide 100% of the financing of an
Observation Wheel in the UAE up to $150 million.

Voyager and Allied will form a UAE corporation in order for the transaction to
be completed. Both Voyager (or its assigns) and Allied (or its assigns) will
operate, govern, own the newly formed company.

Using "best efforts" within 180 days and depending on current prevailing market
Conditions, Allied will cause the newly formed company to offer its stock in a
public offering that will cause the newly formed company's stock to be traded on
an internationally recognized stock exchange.

As a result of the signing of the agreement Voyager will be responsible for the
management of the construction of the project and will receive a premium above
and beyond the cost of building the project. There will be a management
agreement which allows Voyager to contract a third party management company to
perform day-to-day operations. Voyager will also receive a percentage of gross
revenues from operations. As of the date of this filing the UAE corporation has
not been formed and no funding has been received from Allied. The Company is
currently in the process of searching for an adequate site for the project to be
located.

The Company is currently evaluating site locations in Las Vegas, Nevada where
the Observation Wheel could be constructed by the Company . If the Company is
unsuccessful in obtaining a site and negotiating terms acceptable to both
Voyager and a prospective property owner for a Las Vegas location, the Company
will be required to identify a location outside of Las Vegas where an
Observation Wheel could be constructed before an Observation Wheel could be
built in Las Vegas forcing our management to focus its efforts elsewhere for a
significant amount of time. While there are several locations outside of Las
Vegas which are currently proposed, there can be no guarantees that the Company
will obtain financing or any definitive agreements for any other locations.

The Company is currently dependent upon funding operations through the sale of
its Common Stock and securing debt through private individuals. If the Company
can not continue to raise funds through the sale if its Common Stock and
securing loans from private individuals, the Company may have to cease
operations thus rendering the Company insolvent or requiring the Company to seek
protection under the federal bankruptcy laws. While the company is seeking
funding there can be no guarantee that funding will be attained.

Business of the Company

Our current business plan is to build multiple observation Ferris wheels
("Observation Wheels"). Currently proposed sites for the construction of
Observations Wheels include Las Vegas, Nevada; Shanghai, China and the UAE.

L.V. Voyager Project

For the past 5 years, through its subsidiaries, the Company has planned and/or
evaluated the available locations at both the North and South ends of the Las
Vegas Strip as well as other off-strip locations in Las Vegas, Nevada for the
construction of an Observation Wheel in Las Vegas ( the "L.V. Voyager Project").

The Las Vegas Voyager Project is intended to be one of the most unique
architectural and engineering designs making it a "must see" attraction that
will give the patron an experience overlooking the "Las Vegas Strip." With 30
vehicles called "Orbiters" the Las Vegas Voyager Project is intended to be a
revolving Observation Wheel that will overlook the Las Vegas Strip as it
revolves higher than a 60 story building at approximately 600 feet. One rotation
in an Orbiter will last approximately 27 minutes. Each Orbiter will be
controlled by an onboard Navigator who will be part entertainer and part
steward, and who will also be trained in life safety and security.

Organization and Operation
--------------------------
The L.V. Voyager Project would be owned by the Company, however, it will be
designed, developed, built and operated by Voyager Entertainment Holdings, Inc.,
("VEHI"), a wholly owned subsidiary of the Company. VEHI intends to manage the
project pursuant to a performance-based contract between the Company and VEHI
[and potentially an as-yet unidentified partner of the Company]. All covenants,
restrictions and protocols would be detailed in the performance-based contract.

As the management company, VEHI would be responsible for the design,
development, construction, and operation of the L.V. Voyager Project, and would
provide the following: concept development, project design, location assessment
and acquisition, strategic alliances in both entertainment and gaming, business
plans and budgets, financial oversight and management during both construction
and operation, marketing plans, insurance procurement and risk management,
senior operational management including development of policies and procedures,
and overall strategic focus for the L.V. Voyager Project.

Star of Shanghai Voyager Project
--------------------------------
The western bank (Puxi) of the Huangpu River, the Bund, is our anticipated
location for a master planned development with the "Star of Shanghai"
Observation Wheel as the dominant feature (the "Star of Shanghai Voyager
Project"). We intend to design the Star of Shanghai Voyager Project as a special
tribute to the legendary figure Huang Daopo who invented the "spinning wheel"
that reformed the technique of cotton weaving, and gained fame for its
production of clothing. The Company does not currently have any agreements for a
proposed site and has not secured financing for the planned project. Therefore,
the Company does not currently have a suitable site and we can offer no
assurances that we will find a suitable site.

The Company requires substantial additional funds to build its Las Vegas Voyager
Project and to fulfill its business plan and successfully develop its three
Observation Wheel projects. The Company intends to raise these needed funds from
private placements of its securities, debt financing or internally generated
funds from the licensing of its intellectual property or service fees. As of the
date of this filing the Company has not received a firm commitment for financing
of any of the projects. The Company continues to receive and evaluate
opportunities throughout Asia as well as Shanghai, China.

United Arab Emirates (UAE)
--------------------------

On March 17, 2005 the company issued a press release announcing the signing of a
joint venture agreement with Allied Investment House, Inc. to build a 600ft
Observation Wheel in the United Arab Emirates. Allied Investment House, Inc.
will provide 100% of the financing of an Observation Wheel in the UAE up to $150
million.

Voyager and Allied will form a UAE corporation in order for the transaction to
be completed. Both Voyager (or its assigns) and Allied (or its assigns) will
operate, govern, and own the newly formed company.

Using "best efforts" within 180 days and depending on current prevailing market
conditions, Allied will cause the newly formed company to offer stock from the
company in a public offering that will cause the new company's stock to be
traded on an internationally recognized stock exchange.

As a result of the signing of the agreement, Voyager will be responsible for the
management of the construction of the project and will receive a premium above
and beyond the cost of building the project. There will be a management
agreement which allows Voyager to contract a third party management company to
perform day-to-day operations. Voyager will also receive a percentage of gross
revenues from operations.

Currently the determination is being made as to the exact location where the
Voyager Project is going to be located in UAE.

Other "Observation Wheels"
--------------------------

Currently, the Company is primarily focusing on the L.V. Voyager
Project and the UAE Project. However, the Company has plans to build additional
Observation Wheels in other various locations in addition to Las Vegas, UAE and
Shanghai.

Market Overview
---------------

Competition

We compete with numerous other hospitality and entertainment companies.
Many of these competitors have substantially greater resources than we do.
Should a larger and better financed company decide to directly compete with us,
and be successful in its competitive efforts, our business could be adversely
affected. Other competitors could announce and build an observation wheel who
are better financed. If this occurs it would make it very difficult for the
company to have a successful project within the same city.

There have been other companies that have announced possible development of a
large Observation Wheel.

There have been several other companies that have announced to the public plans
to build an observation wheel in Las Vegas. If any of these companies are
successful it would diminish the possibility of the company obtaining financing
or a acquiring a proper location.

We have a limited operating history, which could make it difficult to evaluate
our business.

likelihood of our success must be considered in light of the problems, expenses
and complications frequently encountered in connection with the development of a
project this size and the competitive environment in which we operate.
Accordingly, our limited operating history makes an effective evaluation of our
potential success difficult. Our viability and continued operation depend on
future profitability, our ability to generate cash flows and our successful
development and management of other business opportunities. There can be no
assurance that we will be able to successfully implement our business plan or
that if implemented, it will be profitable.

We may be unable to obtain the appropriate funding to run our company.

We do not presently have sufficient financial resources and have no assurance
that sufficient funding will be available to us to build our project. There can
be no assurance that we will be able to obtain adequate financing in the future
or that the terms of such financing will be favorable. Failure to obtain such
additional financing could result in delay or indefinite postponement of
constructing an Observation Wheel.

Research and Development

From the inception to our predecessor in interest, Voyager Ventures,
Inc., in March of 1997 through present, we have devoted a majority of our time
on research and development. During the period from March 1, 1997 through
September 30, 2006, we incurred operating expenses of $11,669,444 and interest
expense of $1,453,423 against no revenues, which resulted in accumulated losses
of $13,122,867.

Management believes that, in the foreseeable future, cash generated from
operations will be inadequate to support full marketing roll out and ongoing
product development, and that we will thus be forced to rely on additional debt
and/or equity financing. Management believes that it can identify sources and
obtain adequate amounts of such financing. We intend to enter into a cooperative
arrangement with distributors, whereby we will receive marketing and sales
benefits from the professional staff of such distributors. To date, we have not
established any such arrangements.

In the event we are unsuccessful in generating equity capital, the Company will
be unable to continue with product development and/or marketing. The lack of
equity capital or other financing may in turn cause the Company to become
insolvent and may cause the Company to seek protection under the federal
bankruptcy laws.

As of the date hereof, the Company anticipates that it has enough cash to fund
operations for the next month; however, the Company does not have sufficient
capital to initiate or complete construction of any of the Voyager Projects.

Plan of Operation

During the next 12 months, the Company plans to focus its efforts on its
development of the Observation Wheels; however actual production will not
commence until the Company has sufficient capital for production and marketing.
The Company also plans to build a construction company as a result of acquiring
Western Architectural Systems, Inc. Management believes that if it is successful
at building a significant construction company it will provide enough revenues
to remain a going concern.

The Company believes that it cannot satisfy the cash requirements of its plan of
operation for the next twelve months without raising additional

funds through debt or equity financings. However, if the Company receives
adequate funding, the Company anticipates that there will be a need to purchase
a significant amount of equipment and materials as well as significant need to
hire additional employees throughout the next twelve months. The Company also
believes that in this event there will also be a significant amount of research
and development such as building mock-ups, statistical modeling and engineering.

The Company is dependent upon Richard Hannigan, CEO, President and Director,
Myong Hannigan, Secretary/Treasurer and Director, and Tracy Jones, COO and
Director. The Company does not have any employees at this time and does not
anticipate the need to hire any employees until such time as the Company has
been sufficiently capitalized.

Risks that could cause actual performance to differ from expected performance
are detailed in the remainder of this section, and under the section titled
"Factors That May Affect the Company's Future Operating Results."

Liquidity and Capital Resources

A critical component of our operating plan impacting our continued existence is
the ability to obtain additional capital through additional equity and/or debt
financing. We do not anticipate enough positive internal operating cash flow
until such time as we can generate substantial revenues, which may take the next
few years to fully realize. In the event we cannot obtain the necessary capital
to pursue our strategic plan, we may have to cease or significantly curtail our
operations. This would materially impact our ability to continue operations. If
this occurs, there could be a possibility that management of the Company could
seek protection under the federal bankruptcy laws.

In the event we are unsuccessful in generating equity capital, then the Company
will be unable to continue with product development and/or marketing. The lack
of equity capital or other financing may in turn cause the Company to become
insolvent and may cause the Company to seek protection under the federal
bankruptcy laws. As of the date hereof the Company does not have enough cash to
fund operations for the next six months and the Company does not have sufficient
capital to initiate or complete construction of any of the Voyager Projects.

Our near term cash requirements are anticipated to be offset through the receipt
of funds from private placement offerings and loans obtained through private
sources. Since inception, we have financed cash flow requirements through debt
financing and issuance of Common Stock for cash and services. As we initiate
operational activities, we may continue to experience net negative cash flows
from operations, pending receipt of servicing or licensing fees, and will be
required to obtain additional financing to fund operations through stock
offerings and bank borrowings to the extent necessary to provide working
capital.

During the next 12 months, we plan to focus our efforts on our development of
the Observation Wheels and building a significant construction company; however
actual construction will not commence until we have sufficient capital for
construction and marketing. Currently, we anticipate that our monthly cash need
is approximately $80,000 per month. There was a one time charge for the issuance
of 4,000,000 shares of common stock valued at $400,000 as fees for the loan. It
is expected that monthly expenses will increase as a result of the monthly
interest payment required of $14,583.These costs consist primarily of
professional fees (including legal and accounting fees) and consulting fees,
including those paid to related parties, as well as rent expenses and printing
expenses. As of the period ending September 30, 2006 the Company had enough cash
on hand to continue operations through the next three quarters. However, from
time-to-time the officers of the company loan funds to provide for operations.
There can be no guarantees that the company's officers and directors will
continue to loan funds to the company on an ongoing basis. However, if we do not
receive a substantial amount of funding it will be unlikely we can continue
operations. We have been successful in the past in selling our common stock in
private transactions to provide for minimal operations. We plan to seek
additional funding through debt transactions and the sale of our common stock
either privately or publicly. There can be no guarantees we will continue to be
successful in completing those transactions. The primary expenses for the
company consist of consulting fees that are primarily paid by the issuance of
our common stock.

If a suitable site is acquired and selected the primary focus will be on
completing engineering and starting the construction of an Observation Wheel.

Over the next twelve months, we believe that existing capital and anticipated
funds from operations will not be sufficient to sustain operations and planned
development. Consequently, we will be required to seek additional capital in the
future to fund growth and expansion through additional equity or debt financing
or credit facilities. No assurance can be made that such financing would be
available, and if available it may take either the form of debt or equity. In
either case, the financing could have a negative impact on our financial
condition and our stockholders. The lack of equity capital or other financing
may in turn cause the Company to become insolvent. At that time the Company
might elect to seek protection under the federal bankruptcy laws. As of the date
hereof the Company anticipates that it does not have enough cash to fund
operations for the next six months and the Company does not have sufficient
capital to initiate or complete construction of any of the Voyager Projects.

We anticipate incurring operating losses over the next twelve months. Our lack
of operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets such as
development related companies. Such risks include, but are not limited to, an
evolving and unpredictable business model and the management of growth. To
address these risks we must, among other things, implement and successfully
execute our business and marketing strategy, continue to develop and upgrade
technology and products, respond to competitive developments, and attract,
retain and motivate qualified personnel. There can be no assurance that we will
be successful in addressing such risks, and the failure to do so can have a
material adverse effect on our business prospects, financial condition and
results of operations. As of September 30, 2006, the Company had current assets
of $283,402 which consisted of cash on hand,and current liabilities of
$4,778,416 resulting in working capital deficit of $4,495,014.

The Company is currently obligated to repay two of its creditors at the time we
receive adequate project funding. One of the creditors, Mr. Fugal, to whom the
Company owes an aggregate of $1,210,000, filed a UCC-1 against the assets and
intellectual property of the Company which gives Mr. Fugal the right to
institute foreclosure proceedings against the Company. Mr. Fugal could institute
foreclosure proceedings at any time if he believes that he will not be repaid.
As of the date of this Quarterly Report on Form 10-QSB, Mr. Fugal has not
indicated any intention to institute foreclosure proceedings. However, we can
not guarantee that Mr. Fugal will not attempt to institute foreclosure
proceedings against the Company in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Plan of Operations discusses the Company's
consolidated

financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to financing operations,
and contingencies and litigation.

Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of the Company's financial statements include estimates as to
the appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources, primarily accruals for operating costs, and
the classification of net operating loss and tax credit carry-forwards.

FACTORS THAT MAY AFFECT THE COMPANY'S FUTURE OPERATING RESULTS At this stage of
our business operations, even with our good faith efforts, potential investors
have a high probability of losing their investment. As a result of our recent
reorganization we have yet to generate revenues from operations and have been
focused on organizational, start-up, market analysis and fund raising
activities. Although we have a project to market, there is nothing at this time
on which to base an assumption that our business operations will prove to be
successful or that we will ever be able to operate profitably. Our future
operating results will depend on many factors, including our ability to raise
adequate working capital, demand and acceptance of our product, the level of our
competition and our ability to attract and maintain key management and
employees.

While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur.

Our auditor's report filed with our Annual Report on Form 10-KSB for the year
ended December 31, 2005 reflects the fact that without realization of additional
capital, it would be unlikely for us to continue as a going concern. If we are
unable to continue as a going concern, it is unlikely that we will continue in
business.

As a result of our deficiency in working capital and other factors, our auditors
included a paragraph in their report filed with our Annual Report on Form 10-KSB
for the year ended December 31, 2005, regarding substantial doubt about our
ability to continue as a going concern.

Our plans in this regard are to seek additional funding through future equity
private placements or debt facilities.

There is a limited current public market for our Common Stock.

Although our Common Stock is listed on the Over-the-Counter Bulletin Board,
there is a limited volume of sales, thus providing a limited liquidity into the
market for our shares. As a result of the foregoing, stockholders may be unable
to liquidate their shares for any reason.

The Company is currently seeking potential locations in Las Vegas where the
Company can resume its plans to construct and operate the L.V. Voyager Project;
however, we can offer no assurances that we will be successful in finding a
suitable location or negotiating the lease or purchase of land on terms
acceptable to the Company or favorable to its stockholders.

The Company is currently obligated to repay two of its creditors at the time we
receive adequate project funding. Pursuant to the Loan and Security Agreement,
as amended, with Mr. Fugal, to whom the Company owes an aggregate of $1,210,000,
Mr. Fugal filed a UCC-1 against the assets and intellectual property of the
company which would give Mr. Fugal the right to institute foreclosure
proceedings against the Company. Mr. Fugal could institute foreclosure
proceedings at any time if he believes that he will not be repaid. As of this
the date of the Quarterly Report on Form 10-QSB, Mr. Fugal has not indicated any
intentions to institute foreclosure proceedings. However, we can not guarantee
that Mr. Fugal will not attempt to institute foreclosure proceedings against the
Company in the future. If this occurs management may elect to seek protection
under the federal bankruptcy laws.

We are uncertain about the possible demand for our Observation Wheels. Their can
be no assurances that if built there will be adequate demand for our Project in
Las Vegas or other proposed sites in Shanghai, China or Dallas, Texas.

The Company is highly dependent upon management's ability to execute the
Company's business plan. We believe our officers and directors have a great deal
of experience in the construction industry but do not have experience in
managing an attraction. We will be highly dependent upon securing the
appropriate management personnel in order for the attraction to operate
correctly. If adequate funding is not received or management elects to manage
the attraction itself, there can be no assurance that the Company can
effectively execute its business plan.

ITEM 3. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Company's Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. Management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. We do realize that we are a small company and
as a small company with only the officers and directors participating in the day
to day management, with the ability to override controls, each officer and
director has multiple positions and responsibilities that would normally be
distributed among several employees in larger organizations with adequate
segregation of duties to ensure the appropriate checks and balances.

Management is aware that there weaknesses with disclosures, controls and
procedures and is working on correcting them.

EVALUATION OF DISCLOSURE, CONTROLS AND PROCEDURES
-------------------------------------------------

Based on their evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of the end of the period covered by this quarterly report on Form
10-QSB the Company's chief executive officer has concluded that the Company's
disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and are operating in an
manner deemed to be as effective as is practicable due to the fact that the
Officers and Directors have multiple titles and job responsibilities.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

In February 2006, the Company sold 166,667 shares of Common Stock for $25,000.
The Common Stock was offered in reliance upon the private offering exemptions
contained in Sections 3(b) and 4(6) of the Securities Act of 1933, as amended,
and Rule 506 of Regulation D promulgated thereunder. All purchasers were
"accredited" investors within the meaning of Rule 501(a) of Regulation D. We
received net proceeds in the offering of $25,000. All purchasers represented
that they were acquiring the Common shares for investment purposes only and not
with a view to distribute. The purchasers further represented that they (a) have
such knowledge and experience in financial and business matters and are capable
of evaluating the merits and risks of the investment, (b) are able to bear the
complete loss of the investment, (c) have had the opportunity to ask questions
of, and receive answers from, the Company and its management concerning the
terms and conditions of the offering and to obtain additional information, and
(d) qualify as "accredited investors" as such term is defined in Rule 501(a) of
Regulation D.

In April, 2006, the Company issued 950,000 shares of restricted Common Stock,
for consulting services. The Company believes that the issuance of the shares
was exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). The shares were issued
directly by the Company and did not involve a public offering or general
solicitation. The recipients of the shares had a preexisting relationship with
our management, had performed services for the Company and had full and complete
access to the Company and had the opportunity to speak with management with
regards to their investment decision. These shares were valued at a fair market
value of $0.15 per share for total consideration of $142,500.

In April 2006, our COO and Director, Tracy Jones, converted 500,000 shares of
Series B Convertible preferred shares into 1,000,000 shares of Common Stock.

In May, 2006, the Company issued 100,000 shares of restricted Common Stock, for
consulting services. The Company believes that the issuance of the shares was
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). The shares were issued
directly by the Company and did not involve a public offering or general
solicitation. The recipients of the shares had a preexisting relationship with
our management, had performed services for the Company and had full and complete
access to the Company and had the opportunity to speak with management with
regards to their investment decision. These shares were valued at a fair market
value of $0.16 per share for total consideration of $16,000.

In June, 2006, the Company issued 250,000 shares of restricted Common Stock, for
consulting services. The Company believes that the issuance of the shares was
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). The shares were issued
directly by the Company and did not involve a public offering or general
solicitation. The recipients of the shares had a preexisting relationship with
our management, had performed services for the Company and had full and complete
access to the Company and had the opportunity to speak with management with
regards to their investment decision. These shares were valued at a fair market
value of $0.14 per share for total consideration of $35,000.

In July 2006 a former officer and director, Veldon Simpson, converted 500,000
shares of Series A Preferred Stock into 5,000,000 shares of Common Stock.

In August 2006 the company issued 4,000,000 shares to Diversified Lending of San
Diego, California as a fee to the lender for a loan in the amount of $1,250,000.
The shares were valued at the fair value of $0.10 per share or $400,000.

In August 2006 the company issued as collateral 7,500,000 shares of common
stock. The Shaers shall remain outstanding until the loan is repaid or a default
occurs. The shares were valued at the fair value of $0.10 per share or $750,000.

SUBSEQUENT EVENTS
-----------------

In October 2006, the Company sold 166,667 shares of Common Stock for $25,000.
The Common Stock was offered in reliance upon the private offering exemptions
contained in Sections 3(b) and 4(6) of the Securities Act of 1933, as amended,
and Rule 506 of Regulation D promulgated thereunder. All purchasers were
"accredited" investors within the meaning of Rule 501(a) of Regulation D. We
received net proceeds in the offering of $25,000. All purchasers represented
that they were acquiring the Common shares for investment purposes only and not
with a view to distribute. The purchasers further represented that they (a) have
such knowledge and experience in financial and business matters and are capable
of evaluating the merits and risks of the investment, (b) are able to bear the
complete loss of the investment, (c) have had the opportunity to ask questions
of, and receive answers from, the Company and its management concerning the
terms and conditions of the offering and to obtain additional information, and
(d) qualify as "accredited investors" as such term is defined in Rule 501(a) of
Regulation D.

On November 2, 2006 2,000,000 shares of our common stock was issued to Tracy
Jones, Managing Member of Western Architectural Services, LLC. for the closing
of the purchase Western. The fair value of the shares issued based on the
closing bid price on that day Was $0.08 per share for a total value of $80,000.

On November 2, 2006 9,812,500 shares were issued to Richard and Myong Hannigan
for accumulated accrued bonuses of $785,000. The fair value of the shares was
based on the closing bid price on November 2, 2006 of $0.08.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Loans payable had no stated interest rate, were due on demand and unsecured.
Interest has been accrued at an estimated market interest rate of 8% and is
included with the principal balance. The original balance was $228,239 and the
proceeds were received and used for operating capital during the year ended
December 31, 2002. In March 2003, a claim of $1,460,000 was asserted by the
lender. Although management believed the claims were frivolous, due to the
additional resources needed by management to defend against these claims and The
likely distraction of management's efforts from moving forward with the business
plan, a settlement agreement was executed with the lender in August 2003.

Pursuant to the Settlement Agreement, the Company has agreed to pay a settlement
amount of an additional $650,000, without claiming any fault or wrong doing. The
Company accumulates interest on the principal at the rate of $17,467 per
Quarter. As of September 30, 2006 the total obligation including loans of
$228,239 in principal the settlement obligation of $650,000, and accrued
interest, of $301,294 amounted to an aggregate of $1,199,533. One half of this
amount, or $599,766, is due and payable at the closing of the first round of
project funding and the remaining balance is due and payable at the closing of
any subsequent project funding.

In May 2006, a shareholder, who is not an affiliate of the company, provided us
with A loan of $25,000 at a stated interest rate of 12%. The not is due on
demand. The proceeds were used for operations. During the third quarter this
loan was paid in full and has no balance outstanding

On September 5, 2006 the Company received a loan from Diversified Lending Group,
a California registered mortgage Banker, in the amount of $1,250,000. The loan
term is for one year with monthly interest payments due on the 5th day of each
month beginning on October 5, 2006. The principal balance is due twelve months
from the day the loan was executed. The interest rate of the loan is 14% simple
interest calculated daily assuming a 360 day year. The company is obligated to
pay a monthly interest payment of $14,583. A late payment fee of .05% will be
payable to DLG in the event a monthly payment is determined to be late. If the
Company defaults on any payments a notice of default will be sent by DLG to the
Company at which time the company will have 15 days to sure the default. Once a
default has been created, the default rate will be 18%. As consideration for the
loan Voyager was required to issue 4,000,000 shares of common stock representing
..04% of the issued and outstanding shares of Voyager. As a condition to the loan
Voyager is required to issue shares of common stock to DLG every quarter in
order for DLG to remain at .04% for a period of two years from the date the loan
is repaid. An additional 7,500,000 shares were issued to DLG as collateral for
the loan. Those shares are to remain unencumbered and will be returned to the
Company for cancellation at the time the loan is repaid. However if the loan is
not repaid DLG will be permitted to retain the shares.

The company has the option to extend the loan term to 18 months for a fee of
..03% of the loan amount or $37,500.

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

None.

ITEM 5. OTHER INFORMATION

On January 17, 2006 Stonefield Josephson, Inc. ("Stonefield") resigned as the
Company's independent registered public accounting firm.

As a result, the Company's board of directors believed that it was in the best
interest of the Company to seek local representation. On January 23, 2006 upon
approval of the board of directors the Company engaged De Joya Griffith &
Company, LLC ("De Joya Griffith") of Las Vegas, Nevada to serve as the Company's
independent auditors.

Stonefield Josephson, Inc. had audited the Company's financial statements for
each of the two fiscal years ended December 31, 2004 and December 31, 2003. The
report of Stonefield Josephson, Inc. for each of those years did not contain an
adverse opinion or disclaimer of opinion and was not modified as to uncertainty,
audit scope, or accounting principles, except that the audit report of
Stonefield Josephson, Inc. on the financial statements of the registrant as of
and for the fiscal year ended December 31, 2004 contained an explanatory
paragraph expressing substantial doubt about the registrant's ability to
continue as a going concern.

During the two most recent fiscal years and the subsequent interim period
through the date of Stonefield's resignation there were no disagreements with
Stonefield Josephson, Inc. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Stonefield Josephson, Inc., would have caused it
to make reference to the subject matter of the disagreement in connection with
its report.

There were no other "reportable events" as that term is described in Item 304
(a)(1)(iv)(B) of Regulation S-B occurring within the registrant's two most
recent fiscal years and through the subsequent interim period through the date
of Stonefield's resignation.

During the two most recent fiscal years ended December 31, 2005 and December 31,
2004 and the subsequent interim period ending through the date of engagement,
the Company did not consult De Joya Griffith with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any disagreement as described under Item
304(a)(1)(iv)(B) of Regulation S-B, or event described under Item 304(a)(2) of
Regulation S-B.

ITEM 6. EXHIBITS

Number Description
------ -----------

2.1 Plan and Agreement of Merger of Voyager Entertainment International,
Inc. (North Dakota) into Voyager Entertainment International, Inc.
(Nevada) (incorporated by reference to Exhibit 3.3 to the Company's
Quarterly Report on Form 10- QSB for the period ended September 30,
2003 filed on November 14, 2003).

2.2 Nevada Articles of Merger (incorporated by reference to Exhibit 3.4 to
the Company's Quarterly Report on Form 10- QSB for the period ended
September 30, 2003 filed on November 14, 2003).

2.3 North Dakota Certificate of Merger (incorporated by reference to
Exhibit 3.5 to the Company's Quarterly Report on Form 10-QSB for the
period ended September 30, 2003 filed on November 14, 2003).

3.1 Nevada Articles of Incorporation (incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-QSB for the period
ended September 30, 2003 filed on November 14, 2003).

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
to the Company's Quarterly Report on Form 10- QSB for the period ended
September 30, 2003 filed on November 14, 2003).

4.1 Certificate of Designation of Series A Convertible Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-QSB for the period ended September 30, 2003 filed on
November 14, 2003).

4.2 Certificate of Designation of Series B Convertible Preferred Stock
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-QSB for the period ended September 30, 2003 filed on
November 14, 2003)

4.3 2002 Stock Plan for Voyager Entertainment International, Inc.
(incorporated by reference to Exhibit 99 to the Company's Current
Report on Form 8-K filed on April 15, 2002.

10.1 Loan and Security Agreement [by and between the Company and Dan Fugal,
dated November 15, 2002] (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K filed on November 22, 2002).

10.2 Amendment No. 1 to Loan and Security Agreement [by and between the
Company and Dan Fugal, dated February 15, 2003] (incorporated by
reference to Exhibit 10(k) to the Company's Form 10-KSB filed on April
16, 2003).

10.3 Amendment No. 2 to Loan and Security Agreement [by and between the
Company and Dan Fugal, dated April 23, 2003 (incorporated by reference
to Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB for
the period ended March 31, 2003 filed on May 20, 2003).

10.4 Contractor Agreement by and between the Company and Western
Architectural Services, LLC, dated may 30, 2002 (incorporated by
reference as exhibit 10.1 to for the Quarter ending September 30, 2004
and filed with the 10QSB on November 23, 2004).

10.5 Definitive Joint Venture Agreement between Allied Investment House,
Inc. and Voyager to build a Voyager Project in the United Arab Emirates
dated March 15, 2005 (incorporated by reference as filed and attached
as exhibit 99.1 to the 8- K filed on March 17, 2005.

10.6 Settlement and General Release Agreement ( incorporated by reference as
exhibit 10.6 as filed with the 10QSB for the Quarter Ending September
30, 2004 and filed on November 23, 2004.

10.7 Purchase Agreement for Western Architectural, Inc. dated April 10, 2006

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herein.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herein.

32.1 Section 1350 Certification of Chief Executive Officer, filed herein.

32.2 Section 1350 Certification of Chief Financial Officer, filed herein.

(b) Reports on Form 8-K

* On April 10, 2006 the Company filed with the SEC a Current
Report pursuant to Item 5 of Form 8-K, "Other Events and
Reported FD Disclosure

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
-----------------------------------------
(Registrant)

Dated November 20, 2006

By: /s/ Richard Hannigan
----------------------------------------
Richard Hannigan,
President/Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated

By: /s/ Richard Hannigan, Sr.
------------------------------
Richard Hannigan, Sr.
President/CEO/Director
April 19, 2007

By: /s/ Myong Hannigan
------------------------------
Myong Hannigan
Secretary/Treasurer/Director
April 19, 2007

By: /s/ Tracy Jones
------------------------------
Tracy Jones
COO/Director
April 19, 2007