SecProbe.io

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                                                                 PHILIP E. RUBEN
                                                                  (847) 784-2176
                                                              PRUBEN@LPLEGAL.COM

LP710563_2

December 28, 2004

VIA FACSIMILE: (202) 942-9648
-----------------------------

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"), amendment no. 2 to the Company's registration statement
on Form SB-2. The amendment to Form SB-2 will be filed for the purpose of
responding to comments contained in a letter from the Securities and Exchange
Commission dated December 8, 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
---------

PROSPECTUS SUMMARY - PAGE 1
---------------------------

1.       WE NOTE YOUR RESPONSE TO COMMENT 5. PLEASE SUPPLEMENTALLY PROVIDE US
         WITH INDEPENDENT OBJECTIVE SUPPORT FOR THE INDUSTRY DATA DISCLOSED IN
         THIS SECTION. PLEASE ALSO TELL US WHETHER THE PHOTO MARKETING
         ASSOCIATION AND IMERGE CONSULTING GROUP HAVE EACH CONSENTED TO YOUR USE
         OF THE MARKET DATA YOU CITE IN YOUR PROSPECTUS AND YOUR ASSOCIATED
         REFERENCES TO THEM AS THE SOURCES OF THAT INFORMATION AND, IF SO,
         SUPPLEMENTALLY PROVIDE US WITH COPIES OF THOSE CONSENTS.

                  We are furnishing page 52 of Chapter 5, "Camera Ownership and
                  Purchasing Plans" of the 2004-PMA U.S. Consumer Photo Buying
                  Report from which we have cited market data. The market data
                  therein indicates that in 2003, 55% of U.S. households owned
                  35mm cameras and 20.5% owned 35mm SLR cameras. The total
                  number of U.S. households in 2003 was 111,278,000 derived from
                  the U.S. Census Bureau, Current Population Survey, 2003 Annual
                  Social and Economic Supplement, Table AVG1, "Average Number of
                  People per Household by Race and Hispanic Origin/1, Marital
                  Status, Age, and Education of Householder: 2003," a copy of

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SECURITIES AND EXCHANGE COMMISSION
December 28, 2004
Page 2

                  which will also be forwarded. The total number of 35mm camera
                  owners in 2003 is therefore 61,202,900 (0.55 x 111,278,000)
                  and 35mm SLR camera owners is 22,811,990 (0.205 x
                  111,278,000). We rounded off the numbers in our discussion.

                  Voyager One, Inc. and its wholly owned subsidiary, Silicon
                  Film Technologies, Inc., are members of the Photo Marketing
                  Association (PMA). A member of the PMA can quote research data
                  published by the PMA directly or use it to arrive at a
                  secondary estimate without specific consent as long as the
                  source of the data is indicated.

                  We are also furnishing page 6 of a custom report by Imerge,
                  "SLR Forecast 2002-2006" from which we have cited market data
                  together with the executed consent from Imerge Consulting
                  Group.

2.       WE NOTE YOUR RESPONSE TO COMMENT 8. PLEASE UPDATE THE STATUS OF YOUR
         PRODUCT DEVELOPMENT EFFORTS, INCLUDING THE DEVELOPMENT "OF THE FINAL
         FORM FACTOR PRODUCT FOR TESTING IN THE FOURTH QUARTER."

                  We have revised the disclosure on page 1 to read as follows:

                  "Development of this prototype continues to progress. The
                  detailed electrical circuit schematics and mechanical design
                  specifications are near completion. Because of corporate
                  fiscal restraints, procurement of the testing prototype has
                  been delayed due to costs associated with the purchase of
                  components and services for custom board design. Once these
                  restraints have been eased, the procurement of the components
                  and services can commence and the start of prototype testing
                  is anticipated to occur within two months thereafter."

3.       PLEASE CLARIFY THE PHRASES "FINAL FORM FACTOR," "CO-BRANDING" AND
         "BUNDLING."

                  We have deleted reference to "a final form factor" on page 1
                  as indicated in response to comment no. 2 above to avoid
                  confusion. We have added the following to the disclosure on
                  page 2 to read as follows:

                  " `Co-branding' is the practice of using two brand names on a
                  single product to gain advantages of increased market share or
                  recognition.

                  " `Bundling' is the packaging of products together at one
                  price that is usually less than the price of the individual
                  products if purchased separately to increase the appeal to
                  potential customers. Bundling is intended to increase
                  exposure, recognition and market share while reducing
                  advertising and marketing costs."

THE OFFERING - PAGE 3

4.       WE NOTE YOUR RESPONSE TO COMMENTS 10 AND 19. THE NUMBER OF SHARES TO BE
         REGISTERED FOR RESALE MUST BE BASED ON A GOOD FAITH ESTIMATE OF THE
         NUMBER OF SHARES TO BE ISSUED UPON CONVERSION OF THE CONVERTIBLE
         DEBENTURES; IT MAY NOT SIMPLY BE BASED ON UNSUPPORTABLE ASSUMPTIONS OR
         CONTRACTUAL AGREEMENTS WITH INVESTORS. IF YOUR GOOD FAITH ESTIMATE IS
         THAT THE DEBENTURES WILL BE CONVERTIBLE BASED ON A $2.50 CLOSING BID
         PRICE, THEN YOU MAY ONLY REGISTER THE NUMBER OF SHARES THAT WOULD BE
         ISSUABLE UPON SUCH CONVERSION BASED ON THE PRESCRIBED CONVERSION PRICE
         FORMULA. IF YOUR GOOD FAITH ESTIMATE IS THAT THE DEBENTURES WILL BE
         CONVERTIBLE BASED ON A LOWER CLOSING BID PRICE, THEN YOU MAY ALSO
         REGISTER THE ADDITIONAL NUMBER OF SHARES THAT WOULD BE ISSUABLE GIVEN
         THAT LOWER PRICE BASED ON THE PRESCRIBED CONVERSION PRICE FORMULA.
         REGARDLESS OF THE AMOUNT OF YOUR GOOD FAITH ESTIMATE, PLEASE
         SUPPLEMENTALLY PROVIDE US WITH A DETAILED EXPLANATION OF THE BASIS FOR
         THAT ESTIMATE, AND PLEASE REVISE SO THAT THE DISCLOSURES THROUGHOUT

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SECURITIES AND EXCHANGE COMMISSION
December 28, 2004
Page 3

         YOUR PROSPECTUS (INCLUDING, IN PARTICULAR, YOUR DILUTION DISCLOSURES
         AND THE DISCLOSURES IN AND PRECEDING YOUR SELLING STOCKHOLDERS TABLE)
         ARE CONSISTENT WITH THAT ESTIMATE.

                  We prepared and analyzed information utilizing current and pro
                  forma data including profit and loss statements, balance
                  sheets, statements of cash flows, budgets and market data
                  Projected earnings were analyzed utilizing various discount
                  rates and EBIT multipliers. In preparing these financial
                  projections, we included the commitment of $1,100,000 in
                  bridge financing from Cornell Capital pursuant to the
                  Securities Purchase Agreement and the $20,000,000 equity line
                  under the Standby Equity Distribution Agreement in our
                  evaluation. With this increased capital we expect to be able
                  to continue execution of our business plan. Our increased
                  revenue and earnings potential was factored into our analysis.

                  Since we are a development stage company, we do not have a
                  trading history from which to analyze past performance in
                  forecasting future performance. Also, since our product is
                  unique in the industry, there are not similarly publicly
                  traded companies from which to obtain price/earnings multiples
                  in determining value. We therefore evaluated our worth based
                  on our projected earnings discounted to present value taking
                  into account market conditions and determined that a present
                  valuation of $40,000,000 was consistent with the data. Based
                  on this $40,000,000 dollar valuation and current issued and
                  outstanding shares of 15,600,000 it was determined that a
                  price of $2.50 per share would be the offering price used in
                  our initial registration statement filed in August. The number
                  of shares outstanding has remained the same since the filing
                  of this registration statement. We understand that the market
                  can be very volatile and that our stock price will self-adjust
                  once we begin trading.

SHARES ACQUIRED IN FINANCING TRANSACTION WITH VOYAGER ONE - PAGE 16
-------------------------------------------------------------------

CONVERTIBLE DEBENTURES ISSUED IN CONNECTION WITH SECURITIES PURCHASE AGREEMENT -
--------------------------------------------------------------------------------
PAGE 17
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5.       WE NOTE YOUR REVISIONS TO THIS SECTION AND YOUR DISCLOSURE THAT, UNDER
         THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, CORNELL CAPITAL
         PARTNERS "CAN PURCHASE UP TO $1,100,000 IN CONVERTIBLE DEBENTURES FROM
         VOYAGER ONE." PLEASE FURTHER REVISE YOUR DISCLOSURE TO CLARIFY THE
         NATURE AND EXTENT OF CORNELL CAPITAL PARTNERS' OBLIGATION TO PURCHASE
         THE ADDITIONAL $575,000 IN CONVERTIBLE DEBENTURES THAT HAVE NOT YET
         BEEN ISSUED, INCLUDING THE ANTICIPATED TIMING OF THOSE ADDITIONAL
         INVESTMENTS. PLEASE ALSO CLARIFY ANY CIRCUMSTANCES UNDER WHICH CORNELL
         CAPITAL PARTNERS WOULD NOT BE OBLIGATED TO PURCHASE THE ADDITIONAL
         DEBENTURES.

                  We have revised and added to the disclosure on page 17 to read
                  as follows:

                  "On August 26, 2004, Voyager One issued a 5% convertible
                  debenture to Cornell Capital for $125,000 which becomes due on
                  August 26, 2007. On November 16, 2004, Voyager One issued a 5%
                  convertible debenture to Cornell Capital for $125,000 which
                  becomes due on November 16, 2007.

                  "Under the Securities Purchase Agreement, Cornell Capital has
                  agreed to purchase up to $1,100,000 of convertible debentures
                  from Voyager One subject to certain conditions in that
                  agreement as described below. We have issued $650,000 in
                  convertible debentures to Cornell Capital. There remains an
                  additional $450,000 in convertible debentures to be issued
                  under that agreement. Cornell Capital is obligated to purchase
                  an additional $100,000 of convertible debentures provided that
                  we have obtained authorization to have our common stock quoted

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SECURITIES AND EXCHANGE COMMISSION
December 28, 2004
Page 4

                  on one of the limited number of principal trading exchanges or
                  markets, that the quotations of our common stock have
                  commenced and that we have executed and delivered the $100,000
                  convertible debenture. We have applied for quotation on the
                  Over-the-Counter Bulletin Board, which is a qualifying
                  principal market under the agreement. If our common stock is
                  not accepted for quotation on a qualifying market, we will not
                  be able to execute our business plan, including the
                  commercialization of our prototype product and Cornell Capital
                  will not be obligated to purchase any additional debentures.

                  "Cornell Capital is obligated to purchase an additional
                  $350,000 of convertible debentures provided that the
                  registration statement accompanying this prospectus is
                  declared effective by the Securities and Exchange Commission,
                  there is no stop order or suspension proceeding affecting its
                  effectiveness, and we have executed and delivered the $350,000
                  convertible debenture.

                  "The agreement further provides that we must abide by certain
                  covenants. We must use the proceeds obtained from the purchase
                  of the convertible debentures for general corporate and
                  working capital purposes. As long as convertible debentures
                  are outstanding, we cannot issue or sell our common stock or
                  preferred stock to unaffiliated third parties for below-market
                  prices (generally, below a discount of 40% of the then-current
                  bid price), and we cannot issue or sell such securities at any
                  discount to the then-current bid price to related parties
                  other than the holder of the convertible debenture which
                  includes any officer, director or holder of 10% or more of our
                  outstanding capital stock. We cannot enter into any security
                  instrument with an unrelated party granting them a security
                  interest in any of the assets of our company.

                  "The Securities Purchase Agreement also provides that as long
                  as convertible debentures are outstanding, we cannot enter
                  into, amend, modify or supplement any agreement with any of
                  our officers, directors, persons who were officers or
                  directors for the previous two years, beneficial owners of 5%
                  or more of our common stock or certain affiliates (defined as
                  a person or entity that controls, shares common control with,
                  has 10% or more equity interest in or common ownership with
                  that person or entity) or with any relation by blood, marriage
                  or adoption to such individuals or entities except for
                  customary employment arrangements and benefit programs on
                  reasonable terms, any investment in an affiliate of our, any
                  agreement on an arms-length basis on terms no less favorable
                  than terms which would have been obtainable from a person
                  other than a related party or for any agreement which is
                  approved by a majority of our disinterested directors. A
                  director who is also an officer is not considered
                  disinterested."

TREY RESOURCES, INC. - PAGE 18
------------------------------

6.       WE NOTE YOUR DISCLOSURE THAT TREY RESOURCES PURCHASED $550,000 OF THE
         CONVERTIBLE DEBENTURES ISSUED UNDER THE SECURITIES PURCHASE AGREEMENT
         FROM CORNELL CAPITAL PARTNERS. WE ALSO NOTE, HOW