SecProbe.io

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Mail Stop 0306

February 8, 2005

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

Re:	Voyager One, Inc.
      Amendment No. 3 to Registration Statement on Form SB-2
      Filed January 31, 2005
      File No. 333-118582

Dear Mr. Dufort:

      We have the following comments to your filing.  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. It appears that the sale of securities to Cornell Capital
Partners
under the securities purchase agreement convertible debentures,
the
compensation debenture and the standby equity distribution
agreement
should be viewed together as a single transaction.  We note that
the
securities purchase agreement and the standby equity distribution
agreement were executed at nearly the same time with the same
investor, and both appear to be for the purpose of providing
financing for your company`s ongoing operations.  Viewed as a
single
transaction, your filing of a registration statement at this time
is
not consistent with our guidance regarding private equity lines
with
registered resales.  Refer to Section VIII of the Current Issues
and
Rulemaking Projects, Quarterly Update (March 31, 2001), which is
available in the Corporation Finance section of our website.

Please withdraw this registration statement, at least as it
applies
to the securities underlying the convertible debentures.  Your
withdrawal should occur before you begin to negotiate any
modifications to the debentures or the standby equity distribution
agreement in response to this comment or any of our other
comments.
You may file a new registration statement after you have completed
a
transaction consistent with our guidance.  The new registration
statement should be consistent with the comments set forth below
and
the comments included in our prior letters, and should contain a
complete description of the material terms of all modifications
made
to the debentures and/or the standby equity distribution
agreement.
In addition, the anticipated material impact of any such
modifications on your operations, financial results, liquidity and
capital resources, or otherwise, must be reflected in the new
registration statement.  We may have further comment at that time.
2. We note your response to comment 1.  However, we also note that
the estimated costs of achieving the milestones set forth on page
35,
particularly those related to the EFS-18 product, appear to have
materially changed.  Please supplementally advise why the total
amount necessary to achieve the milestones for the EFS-18 product
were reduced from $2.9 million in the previous amendment to $2.3
million in this amendment.

The Offering - Page 3
3. We note your response to comments 3 and 6.  As noted in our
prior
comments, you must use the same assumptions and/or estimates
regarding the anticipated conversion price of the convertible
debentures throughout your document.  For example, you currently
appear to be assuming a conversion price of $1.25 per share for
purposes of determining the beneficial ownership of your common
stock
while you also appear to be assuming a conversion price of $0.50
per
share for purposes of determining the number of shares to be
registered under the registration statement.  Please revise
throughout your filing as previously requested.

Risk Factors - Page 6
4. We note your response to prior comment 7.  Please add a risk
factor or expand an appropriate existing risk factor to discuss
the
apparently increased liquidity and going concern risks associated
with your recent renegotiation of outstanding convertible
debentures.

*          *          *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Louis Canant at (202) 942-1897 or Martin
James,
Senior Assistant Chief Accountant, at (202)942-1984 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Tom Jones at (202) 942-1927 or me at (202)
924-7924 with any other questions.

      Sincerely,

							David Ritenour
							Special Counsel

cc (via fax): Philip E. Ruben, Esq.

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Sebastien Dufort
Voyager One, Inc.
February 8, 2005
Page 3

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