SEC Company Response from VOYAGER ONE INC (CIK 0001140300) — Nov 16, 2004
VOYAGER ONE INC (CIK 0001140300)
Date: Nov. 16, 2004 · CIK: 0001140300 · Accession: 0001019687-04-002566
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PHILIP E. RUBEN
(847) 784-2176
PRUBEN@LPLEGAL.COM
CHICAGO OFFICE
November 16, 2004
VIA FACSIMILE: (202) 942-9648
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Securities and Exchange Commission
Division of Corporation Finance
Judicial Plaza
450 Fifth Street
Washington, D.C. 20549-0404
Attention: David Ritenour
Special Counsel
RE: VOYAGER ONE, INC.
FORM SB-2, FILED ON AUGUST 26, 2004
Dear Mr. Ritenour:
On behalf of our client, Voyager One, Inc. ("Voyager" or the "Company"), we
anticipate filing later this week under the Securities Act of 1933, as amended
(the "Securities Act"), a revised Form SB-2. The revised Form SB-2 will be filed
for the purpose of responding to comments contained in a letter from the
Securities and Exchange Commission dated September 24, 2004.
In the hope of expediting the process of responding to the staff's comments, we
have set forth below our responses to the staff's letter, including, wherever
feasible, the text of revisions and additions to the SB-2. For ease of
reference, we have included below the text of the staff's letter, and our
responses are structured to correspond to the comment numbers from that letter.
The Company has requested that we respond as follows to the staff's comments:
FORM SB-2
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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 REGULATIONS
S-B.
With this amendment, we have included financial statements at
and for the period ended September 30, 2004.
2. PROVIDE A CURRENTLY DATED AND SIGNED CONSENT OF THE INDEPENDENT
ACCOUNTANTS IN THE AMENDMENT.
The consent has been included with this 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.
Voyager One had sufficient shares of capital stock available
in order to acquire Silicon Film Technologies. Later, the
majority shareholders determined that the authorized capital
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SECURITIES AND EXCHANGE COMMISSION
November 16, 2004
Page 2
needs of the company were greater than what was available. The
majority shareholders and the company's board of directors did
not view the increase in the authorized capital as connected
to the acquisition of Silicon Film.
PROSPECTUS COVERAGE PAGE
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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.
These statements have been eliminated from the registration
statement.
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.
We have revised the prospectus cover page and page 22 to add
the following disclosure: "The selling stockholders will not
sell any shares registered by this registration statement
until our shares are quoted on the Over-the-Counter Bulletin
Board."
PROSPECTUS SUMMARY
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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.
We have revised pages 1 and 2 to add the following
disclosures:
"While we only have a prototype of the product we expect to
commercialize, we expect to grow. Our growth expectations are
based on the marketing and research and development which
began with the first generation product of our electronic film
system, the "EFS-1", and continues with our prototype for the
second generation, the "EFS-4." Our predecessor's EFS-1 was
the winner of the Photo Marketing Association-DIMA section's
"Innovative Digital Product Award" in 2001. The EFS-1 was also
featured in numerous magazines and at trade shows. The
feedback from photographers was positive. We believe
recognition of our technology and continuing improvements
support our expectations of growth. We have not, however,
generated any revenues to date and had a net loss of almost
$1.9 million during the nine months ended September 30, 2004.
"Notwithstanding our auditor's expression of doubt about our
ability to operate as a going concern (see "Going Concern,"
below), as well as the fact that we have no current revenues,
we believe we will continue to operate and that our product
will be marketable. Our beliefs regarding our ability to
continue and grow operations are based in part on our target
market demographics. The installed base of owners of 35mm SLR
cameras represent a significant market segment. In 2003, 61
million U.S. households owned a 35mm camera, and 23 million
U.S. households owned a 35mm SLR camera according to the 2004
Photo Marketing Association U.S. Consumer Photo Buying Report.
From a review of the data, we estimate the installed base of
35mm SLR units worldwide is between 60 to 80 million.
Estimated future sales also signify a growth in the installed
base. A 2002 study by Imerge Consulting Group, LLC, forecasts
1.2 million new 35mm SLR units will be sold in North America
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SECURITIES AND EXCHANGE COMMISSION
November 16, 2004
Page 3
in 2004, and almost 1.3 million units will be sold in 2005.
According to the Imerge study, worldwide sales were forecast
at almost 2.9 million units to be sold in 2004 and 3 million
units to be sold in 2005.
"We do not yet have (or need) a significant sales staff,
although we currently consult with one person focused on
business development and sales. With an estimated 3 million
35mm SLRs entering the market each year, we also believe
opportunities for co-branding and bundling exist. Our prices
are expected to be competitive with add-on accessories such as
lenses and high-end flash attachments.
"Conventional point and shoot camera sales have declined
substantially, with digital point and shoot cameras taking up
their market share, but 35mm SLR sales have held firm and have
actually showed slight increases each year. Moreover, we
believe the value of the EFS to 35mm SLR owners is to provide
them with the benefits of digital imaging as a convenient
option at a competitive cost without forcing them to give up
the use of their cameras, lenses, and photo accessories which
they are accustomed to using and for which they may have
invested considerable expense.
"In fact, a similar digital solution from a major camera and
lens manufacturer supports our expectations. Leica Camera AG
of Solms, Germany, debuted their Leica Digital-Modul-R at the
September 2004 Photokina trade show. Their digital module is
in the form of a `camera back' and according to
www.dpreview.com, the retail price is 4,500 euros
(approximately US $5,500). Leica's digital module attaches to
only two existing models of its analog SLR cameras and allows
the user the choice between film and digital photography. Our
electronic film system is expected to fit virtually all brands
of 35mm SLR cameras and is expected to retail at a
substantially lower price."
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.
In the third paragraph under the caption "Overview," page 1,
we have added the following disclosure: "We have not, however,
generated any revenues to date and had a net loss of almost
$1.9 million during the nine months ended September 30, 2004."
8. PLEASE REVISE TO DISCLOSE THE STATUS OF DEVELOPMENT OF EACH OF YOUR
PRODUCTS.
We have revised page 1 to add the following disclosure. "In
May 2004, the first prototype was developed of the four
mega-pixel version of the EFS. This prototype, which was
functional but was not built to a commercially feasible form
or size, was developed primarily as a demonstration device and
to use as a hardware and software development platform. This
platform has allowed our engineers to prototype a new circuit
for improving the electronic system needed to develop the new
generation product. Development of this prototype continues.
We are preparing detailed circuit schematics and mechanical
design drawings specifications. We are developing a final form
factor product for testing in the fourth quarter of fiscal
year 2004."
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.
We have revised page 2 to expand on how the number of shares
of stock were issued in connection with the Silicon Film
Technologies acquisition.
"In discussions between Silicon Film Technologies, Inc. and
Voyager One, it was negotiated that the current shareholders
of Voyager One (at that time, a public shell company) would
retain eight percent (8%) of our company after the
acquisition.
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SECURITIES AND EXCHANGE COMMISSION
November 16, 2004
Page 4
"At the closing of the share exchange transaction, Voyager One
had 9,222,400 authorized, but not issued, common shares and
5,000,000 authorized, but not issued, preferred shares.
Silicon Film Technologies, Inc. had 68,779,200 Class A common
shares issued and outstanding and 5,000,000 Class B common
shares issued and outstanding.
"Overall, the shareholders of Silicon Film Technologies, Inc.
acquired 92.22% of all the issued and outstanding common and
preferred stock in our company"
THE OFFERING
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10. PLEASE TELL US HOW YOU DETERMINED THE NUMBER OF SHARES TO REGISTER FOR
RESALE ON BEHALF OF CORNELL CAPITAL PARTNERS AND TREY RESOURCES.
Cornell Capital requested five times coverage. The debentures
issued to date total $525,000 with an additional $575,000 to
be issued to Cornell Capital pursuant to the Securities
Purchase Agreement. The debentures are convertible at the
holder's option any time up to maturity at a conversion price
equal to the lower of (i) 150% of the lowest closing bid price
of the common stock as submitted by a market maker and
approved by the NASD or (ii) 50% of the lowest closing bid
price of the common stock for the five trading days
immediately preceding the conversion date. Assuming a
conversion price of $2.50, the $1,100,000 debentures, if
converted into stock at 50% of the conversion price, equals
880,000 shares. Multiplying 880,000 shares by 5 equals
4,400,000 shares. Cornell Capital sold one half of the
debentures to Trey Resources and have indicated an intention
to sell one half of the remaining debentures to them. One half
of 4,400,000 equal 2,200,000 shares to be registered for each
entity.
11. PLEASE TELL US THE STATUS OF THE APPLICATION FOR QUOTATION ON THE
OVER-THE-COUNTER BULLETIN BOARD.
We have been advised by our market maker, Newbridge Securities
Corporation, a registered broker-dealer, that our application
for quotation on the Over-the Counter Bulletin Board has been
put on hold pending the completion by the SEC of its comments
to this registration statement on Form SB-2. Once it has been
declared effective, we have been advised that the approval
process will proceed. Accordingly, we have added the following
disclosure at the end of the paragraph that follows the
caption "TRADING MARKET" on page 3: "The application for
trading on the Over-the-Counter Bulletin Board will not be
accepted, if at all, until the Securities and Exchange
Commission has declared the registration statement
accompanying this prospectus effective."
12. PLEASE CLARIFY WHICH TABLE YOU ARE REFERRING TO IN NOTE (1) THAT
APPEARS AT THE BOTTOM OF PAGE 2
In response to the staff's comment, we eliminated this item as
a footnote and moved it as an explanatory parenthetical next
to the caption "COMMON STOCK OUTSTANDING BEFORE THE OFFERING"
on page 3.
SUMMARY FINANCIAL INFORMATION
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