SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

September 24, 2004

Sebastien Dufort
President
Voyager One, Inc.
859 West End Court, Suite 1
Vernon Hills, Illinois 60061

Re:	Voyager One, Inc.
Registration Statement on Form SB-2 filed August 26, 2004
File No. 333-118582

Dear Mr. Dufort:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. In the event of a delay in effectiveness, revise the filing to
provide updated financial statements as required by Item 310(g) of
Regulation S-B.
2. Provide a currently dated and signed consent of the independent
accountants in the amendment.

3. Please tell us why the information statement filed in February
2004 concerning the increase in the number of authorized shares did
not discuss the acquisition of Silicon Film Technologies.
Prospectus Cover Page
4. Some of the disclosures on the cover page, such as the references
to the shares being offered for sale on a "best efforts" basis, the
lack of a minimum purchase requirement, and the termination of the
offering after 24 months, seem unusual given that you appear to be
only registering shares for resale by selling stockholders without
the use of an underwriter or placement agent.  Please revise or
advise.
5. Please disclose here and in your plan of distribution section that
the selling shareholders will sell at a fixed price per share until
your shares are quoted on the OTC Bulletin Board (or other specified
market) and thereafter at prevailing market prices or privately
negotiated prices.  Please also identify the fixed price at which the
selling shareholders will sell until a trading market is established.
Prospectus Summary - Page 1
6. We note the disclosures about your future growth that appear in
the last sentence of the first paragraph of this section as well as
other sections of the prospectus, including the fifth paragraph on
page 20 and the fourth paragraph on page 23.  Clarify the basis for
your expectations of growth when you appear to only have a prototype
of a product, no revenues, no sales team and when substantial doubt
exists about your ability to continue as a going concern.
7. Please revise to disclose in the summary that you have not
generated any revenues to date and had a net loss of in excess of
$1.2 million during the six months ended June 30, 2004.
8. Please revise to disclose the status of development of each of
your products.
9. Please expand the appropriate section to discuss how you
determined the number of shares of your stock to be issued in
connection with the Silicon Film Technologies acquisition.
The Offering - Page 2
10. Please tell us how you determined the number of shares to
register for resale on behalf of Cornell Capital Partners and Trey
Resources.
11. Please tell us the status of the application for quotation on the
Over-the-Counter Bulletin Board.
12. Please clarify which table you are referring to in note (1) that
appears at the bottom of page 2.
Summary Financial Information - Pages 3 and 4
13. Revise this disclosure to address the following:
* Provide a headnote to explain what the data represents, and to
identify those sources from which you derived the information,
* Remove the "(Consolidated)" classifications from the column titles
and instead provide a footnote to explain what is included in the
individual columns, and
* Consider condensing the presentation, as an exact duplicate of the
format in the financial statements is not required.  Refer to Item
301 of Regulation S-K.
We could fail to attract or retain key personnel - Page 7
14. Please clarify whether you have employment contracts with your
key executives.
Management and directors of Voyager One have a significant ...
company - Page 8
15. Please revise the disclosure to quantify the significant
percentage.
We may not be able to effectively protect our intellectual property
... services - Page 8
16. Please add a risk factor that highlights the risks related to the
fact that a substantial proportion of the value of your total assets
is attributable to your patents, such as the risks associated with
any future reductions in the carrying amount of those assets, etc.
We have no manufacturing capabilities and limited manufacturing ...
develop - Page 9
17. Please expand the disclosures in your business section to discuss
the material terms of the agreement with the manufacturer of the CMOS
Sensor.
We may not successfully execute or integrate our acquisitions - Page
10
18. Please discuss the status of your plans relating to additional
acquisitions.
Selling Stockholders - Page 13
19. Please supplementally advise why you assumed a conversion price
of $2.50 for purposes of determining the number of shares issuable
upon conversion of the convertible debentures.
20. Please tell us why your assumptions regarding the conversion
price of the convertible debentures are not consistent throughout the
document.  It appears from the disclosure that you have assumed
conversion prices of $2.50, $1.00 and $0.25.
21. Please tell us whether Trey Resources is a broker-dealer or an
affiliate of a broker-dealer.
Shares Acquired in Financing Transaction with Voyager One - Page 14
22. Please supplementally advise why you appear to have assumed a
conversion price of $0.50 per share for the $740,000 in convertible
debentures issued to Cornell Capital.
23. Please supplementally confirm that you are not registering for
resale at this time the shares underlying the $740,000 convertible
debentures issued to Cornell Capital.
Convertible Debentures Issued in connection with Securities Purchase
Agreement - Page 15
24. Please disclose the interest rate of the convertible debentures
and when the debentures become due.
25. Please disclose the exercise price of the warrants to be issued
if the debentures are redeemed.
26. Please supplementally advise us as to the nature of any
affiliation between Cornell Capital Partners and Trey Resources.
27. Please include disclosure in an appropriate section of your
filing discussing in greater detail the restrictions on compensation
related to "certain" affiliates and the "certain limited exceptions"
to those restrictions.  Your disclosures should include, among other
things, the identities of the referenced affiliates and an
explanation of the "certain limited exceptions."
Shares Acquired Prior to the Acquisition of Silicon Film
Technologies, Inc.  - Page 16
28. We note your disclosure that the shares issued to Mr. Alami and
Ms. Heller were issued at $0.001 per share.  Based on that
disclosure, it appears that the value of the services provided by Mr.
Alami was $267.00 and that the value of the services provided by Ms.
Heller was $8.00.  Please revise the disclosure to clarify the nature
of the services provided and the method used to value those services.
Dilution - Page 16
29. Please tell us supplementally why you assumed an offering price
of $1.25 per share for purposes of these disclosures.  Also, revise
this section to present dilution based on a reasonable range of
prices, including prices that are less than $1.25.  We note the
existing range of prices on page 17 is from $1.25 to $2.50.
Standby Equity Distribution Agreement Explained - Page 17
30. It appears that the reference in the first full paragraph on page
18 to $2.50 should be to $1.25.  Please revise or advise.
31. Please discuss the material terms of the standby equity
distribution agreement, including the permitted use of proceeds set
forth in Section 4.21 of the agreement and the obligation of the
company to obtain authorization for the quotation of its common stock
set forth in Section 6.2 of the agreement.  Also, discuss the impact
on the company if such authorization is not obtained.
Business - Page 20
32. Please clarify why you believe that users would desire the
functionality of conventional and digital photography in the same
camera.
33. Please discuss the material technical adjustments that would have
to made to a conventional camera to incorporate your product.
34. Please discuss in greater detail the process of the adjustments,
such as would the owner of the camera make the adjustments or would
the owner send the camera to you to make the adjustments.  Clarify
the difficulty, if any, in making such adjustments.  Also, clarify
the "novel approach" that can be used in almost all camera bodies by
any manufacturer.
Intellectual Property - Page 21
35. Please discuss the duration of your material patents.
36. We note that page F-18 indicates that over 3 million shares of
stock were issued in exchange for patents during 2003.  Please revise
your disclosures on page 21 to discuss the material terms of the
transactions in which you acquired the patents.  Please also file
copies of any material agreements relating to those transactions as
exhibits to your registration statement.  In addition, if another
party still owns the patents but has licensed or otherwise assigned
its rights to the patents to you, then you should discuss the
material terms of any license or similar agreements.
Intellectual Property Licensing Arrangements - Page 21
37. Please identify the third party who holds the patents being
licensed under the licensing agreement.
38. Please file the licensing agreement as an exhibit to the
registration statement.
39. Please clarify the relationship between the licensed patents and
your planned products.  For example, do you expect to have to pay the
royalties in connection with sales of all of your products?
Competition - Page 22
40. We note your discussion of the advantages of your products
throughout this section.  Please clarify the basis for such
statements in light of the fact that you only have a prototype of
your product.  Please also discuss the expected disadvantages of your
product.
Product Development - Page 25
41. Please clarify the basis for your apparent belief that there will
be demand for your products.
42. Please expand the last two paragraphs on page 26 to discuss the
material terms of the agreements with Applied Color, IDE, Fillfactory
and NuCORE.
43. The disclosure in the last two paragraphs of this section appears
to conflict with next-to-last risk factor on page 7 and the last risk
factor on page 9.  Please advise or revise.
Expenses for the three months ended June 30, 2004 - Page 29 &
Expenses for the years ended December 31, 2003 and 2002 - Page 29
44. Please expand the disclosure about increases in expenses to
quantify the amounts to the extent practical, such as the amount of
the increase for consulting fees, legal fees, financing fees and
professional fees.  Also, expand the disclosure to describe the
services provided.  In addition, discuss the material terms of such
agreements, such as the consulting agreements, and file the
agreements as exhibits.
Financial Resources and Liquidity - Page 30
45. Please disclose in detail how you used the proceeds of $400,000
and how you intend to use the remaining proceeds of $700,000.  Also,
clarify whether you intend to pay the commitment fee to Cornell in
cash, stock, convertible debentures or otherwise.
46. Please update the disclosure about the proceeds received since
the original filing of the registration statement.
Executive Compensation - Page 33
47. Please provide the compensation table required by Item 402(b) of
Regulation S-B.
Securities Authorized for Issuance under Equity Compensation Plan -
Page 34
48. We note your disclosure that no options have been granted to the
named executive officers.  We also note the disclosure on page F-20
about the issuance of 400,000 options to key employees in April 2004.
Please supplementally confirm, if true, that neither of your named
executive officers received any of the 400,000 options or revise your
disclosure as appropriate.
Related Party Transactions - Page 35
49. Please file your agreements with related parties as exhibits to
your registration statement.  For example, we note the disclosure
relating to notes payable to Quest.
50. Please disclose whether the terms of the transactions in this
section are as fair to you as they would have been if entered into
with unaffiliated parties.
Financial Statements
Statement of Cash Flows - Page F-5
51. Issuance of common stock for services and for financing appear to
be non-cash transactions and would normally be reflected as an
adjustment to cash used in *operations and as part of the non-cash
disclosures in the statement.  Revise as appropriate, or advise us.
52. Financing activities indicate notes were issued for $460,000 with
$85,000 being repaid during the fiscal year 2003.  That would have
left a balance at the 2003 year-end of $375,000.  Disclosures in Note
4 indicate that a note for $390,000 was issued to Quest and the
balance at December 31, 2003 was $305,000, which agrees with the
balance sheet.  In a supplemental response reconcile these
disclosures.
Note-2:  Summary of Significant Accounting Policies - Page F-6
Intangible Assets - Page F-8
53. Please expand your disclosures regarding "Definite-lived"
intangible assets to:
a. Reference SFAS 142 and discuss the requirement to evaluate the
useful lives of these assets, and
b. Discuss the method and timing requirements for impairment testing
under SFAS 144 guidelines.
Impairment of Long-Lived Assets - Page F-8
54. Please expand the disclosures regarding "impairment of long-lived
assets" to discuss the method and timing requirements for impairment
testing under SFAS 144 guidelines.
Note-4:  Patent Purchases and Note Payable - Page F-9
55. Tell us supplementally the circumstances surrounding your
purchase of patents, trademarks and other property rights from your
CEO.  Tell us how you determined the value of the property acquired
as well as the value of the stock issued as consideration in the
transaction.  Revise the filing to disclose similar information.
Note-7 Common Stock - Page F-11
56. Expand this note to disclose details for each of the issuances of
common stock during fiscal 2003.

Interim Financial Statements
General
57. As appropriate, the above comments should be applied to the
interim financial statements.
58. Separate financial statements and notes for the quarters ended
March 31, 2004 and June 30, 2004 are not required in an SB-2
Registration Statement.  Please revise to provide a balance sheet as
of the latest quarter included with cumulative statements for the six
months ended June 30, 2004 as required by Regulation S-B.
59. In addition, in the amended SB-2 consider combining the interim
statements with the audited statements to provide an easier
comparison for the reader.
Note-1:  Basis for Presentation and Note-3 Capital Stock - Pages F-27
& F-28
60. Revise Note 1 to provide the disclosures required by SFAS 148 and
Note 3 to provide disclosures required by SFAS 123.
Notes Payable
61. We note the increases in various line items for notes payable in
the interim balance sheets, and entries in cash flow statements
pertaining to those notes.  We are unable to reconcile the amounts in
the balance sheets with disclosure in cash flow statements and
discussion in the no