SEC Comment Letter for VOYAGER ONE INC (CIK 0001140300) — Apr 26, 2005
VOYAGER ONE INC (CIK 0001140300)
Date: April 26, 2005 · CIK: 0001140300 · Accession: 0000000000-05-020288
AI Filing Summary & Sentiment
File numbers found in text: 333-118582, 333-123702
Referenced dates: April 12, 2005, February 8, 2005
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Mail Stop 0306
April 15, 2005
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 March 31, 2005
File No. 333-123702
Dear Mr. Dufort:
We have limited our review to selected portions of your
registration statement, and we 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.
References in this letter to our prior comments and/or your
responses to those comments refer to the comments included in our
letter dated February 8, 2005 issued with respect to your previous
registration statement on Form SB-2, file no. 333-118582, which
registration statement was withdrawn prior to effectiveness on
February 15, 2005, and the responses to those comments included in
your letter dated April 12, 2005.
Prospectus Summary - Page 1
1. We note your response to prior comment 1 and have the following
comments:
* Please revise the summary to briefly describe your financial
position as of the most recent practical date. Also, disclose, if
true, that you will need to raise between $30 million and $50
million
in additional funds over the next two years and that you have not
secured any sources of those funds.
* For clarity, please revise the second paragraph to identify the
product for which you developed a prototype in May 2004. For
example, is the prototype of your EFS-4 product?
* Please expand the last sentence of the second paragraph to
quantify, to the extent practicable, the amount of funding that it
is
anticipated will be required to "ease corporate fiscal restraints"
and the anticipated timetable in raising those funds.
The sale of our common stock following conversion ... short sales
...
decline - Page 12
2. Please clarify whether Cornell may also engage in short sales
prior to the conversion of all of the convertible debentures
issued
or to be issued under the securities purchase agreement.
Conditions of Securities Purchase Agreement - Page 16
3. We note your statement that Cornell has agreed to extend the
time
you have for the registration statement to be declared effective
until April 15, 2005. Please revise where appropriate throughout
your prospectus to clarify the consequences of not having your
registration statement declared effective by April 15, 2005.
Plan of Distribution - Page 18
4. Please revise the disclosure to describe more specifically the
current plans of the selling shareholders, particularly Cornell
Capital and Trey Resources to distribute their shares. For
example,
your revised disclosures might include, among other things, a
discussion of the extent to which, if at all, Cornell Capital and
Trey Resources may sell the registered shares immediately after
conversion of the convertible debentures and the extent to which,
if
at all, Cornell Capital and Trey Resources may use the registered
shares to cover outstanding short positions.
Product Development - Page 27
5. Please update the two tables that appear on page 30, including
the
references in the tables to milestones in the second quarter of
2004
and the costs to be incurred in achieving the milestones in the
second half of 2004 and the first half of 2005. Also, clarify the
aggregate cost of the significant capital items to be purchased
for
the EFS-4 product. In addition, clarify whether that cost is
included in the amounts in the second table on page 30.
Financial Resources and Liquidity - Page 33
6. Please disclose how you intend to use the proceeds of $450,000
to
be received from the notes.
* * *
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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
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 Tom Jones at (202) 942-1927 or me at (202)
924-
7924 with any questions.
Sincerely,
David Ritenour
Special Counsel
cc (via fax): Philip E. Ruben, Esq.
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Voyager One, Inc.
April 15, 2005
Page 4
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