SEC Company Response from VOYAGER ONE INC (CIK 0001140300) — Jan 31, 2005
VOYAGER ONE INC (CIK 0001140300)
Date: Jan. 31, 2005 · CIK: 0001140300 · Accession: 0001019687-05-000215
AI Filing Summary & Sentiment
Letter
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 are filing today under the Securities Act of 1933, as amended (the "Securities Act"), amendment no. 3 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 January 13, 2005.
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:
GENERAL -------
PROSPECTUS SUMMARY
1. PLEASE UPDATE YOUR DISCLOSURE TO THE EXTENT PRACTICAL, INCLUDING THE PRODUCT DEVELOPMENT MILESTONE TABLE THAT APPEARS ON PAGE 34 AND THE EXECUTIVE COMPENSATION INFORMATION THAT APPEARS ON PAGE 44. PLEASE ALSO FILE AN UPDATED LEGALITY OPINION.
We have updated various disclosures throughout amendment no. 3 to the registration statement. These are reflected on the blackline version furnished with this response letter.
In particular, we have revised the product development milestone table on page 32 to read as follows: <PAGE> <TABLE>
SECURITIES AND EXCHANGE COMMISSION January 31, 2005 Page 2
------------------ -------------------- ------------------- ----------------- -------------------- Product Engineering Product Requirements Development System Test Manufacturing ------------------ -------------------- ------------------- ----------------- -------------------- <S> <C> <C> <C> <C> EFS-4 2Q 2004 1Q 2005 2Q 2005 4Q 2005 ------------------ -------------------- ------------------- ----------------- -------------------- EFS-10 2Q 2005 3Q 2004 4Q 2005 1Q 2006 ------------------ -------------------- ------------------- ----------------- -------------------- EFS-18 4Q 2005 1Q 2006 2Q 2006 4Q 20064 ------------------ -------------------- ------------------- ----------------- --------------------
We have also revised the product development milestone table on page 32 to read as follows:
---------------- --------------- ---------------- --------------- -------------- ----------------- Product 2H 2004 1H 2005 2H 2005 1H 2006 2H 2006 ---------------- --------------- ---------------- --------------- -------------- ----------------- EFS-4 $120,000 $2,200,000 $1,100,000 -- -- ---------------- --------------- ---------------- --------------- -------------- ----------------- EFS-10 -- -- $1,400,000 $1,600,000 -- ---------------- --------------- ---------------- --------------- -------------- ----------------- EFS- 18 -- -- -- $700,000 $1,600,000 ---------------- --------------- ---------------- --------------- -------------- ----------------- Total $120,000 $2,200,000 $2,500,000 $2,300,000 $1,600,000 ---------------- --------------- ---------------- --------------- -------------- ----------------- </TABLE>
In addition, we have updated the Summary Compensation Table on page 42 and filed an updated legality opinion as Exhibit 5.1.
PROSPECTUS SUMMARY
2. WE NOTE YOUR RESPONSE TO COMMENT 1. WE ALSO NOTE THAT THE DISCLOSURES CONTAINED IN THE THIRD, FOURTH AND FIFTH SENTENCES OF THE FOURTH PARAGRAPH OF THE SUMMARY ALSO APPEAR ON PAGE 32. GIVEN THE DEVELOPMENT STAGE OF YOUR COMPANY, WE BELIEVE THAT THOSE DISCLOSURE ARE MORE APPROPRIATELY INCLUDED IN THE BODY OF THE PROSPECTUS RATHER THAN IN THE PROSPECTUS SUMMARY. ACCORDINGLY, PLEASE REVISE THE FOURTH PARAGRAPH OF THE SUMMARY TO DELETE THE THIRD, FOURTH AND FIFTH SENTENCES OF THAT PARAGRAPH.
In response to the staff's comment, we revised the fourth paragraph of the summary to delete duplicative sentences.
THE OFFERING
3. WE NOTE YOU RESPONSE TO COMMENT 4. WE ALSO NOTE THAT YOU ARE CONTINUING TO REGISTER UP TO 4,400,000 SHARES TO BE ISSUED UPON CONVERSION OF THE CONVERTIBLE DEBENTURES, WHICH REPRESENTS A CONVERSION PRICE OF $0.25 PER SHARE. 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. BASED ON YOUR RESPONSE TO COMMENT 4, IT APPEARS THAT YOUR GOOD FAITH ESTIMATE OF THE CONVERSION PRICE MAY BE $2.50 PER SHARE. IF SO, THEN PLEASE REDUCE THE NUMBER OF SHARES THAT YOU REGISTERING FOR RESALE BY CORNELL CAPITAL PARTNERS AND TREY RESOURCES CONSISTENT WITH A $2.50 CONVERSION PRICE, AND REVISE AS APPROPRIATE TO ENSURE THAT THE DISCLOSURES THROUGH YOUR PROSPECTUS ARE CONSISTENT WITH A $2.50 PER SHARE CONVERSION PRICE. ALTERNATIVELY, IF YOUR GOOD FAITH ESTIMATE OF THE CONVERSION PRICE IS $0.25 PER SHARE, THEN THAT CONVERSION PRICE NEEDS TO BE USED THROUGHOUT THE PROSPECTUS, INCLUDING ON PAGE 8, 13, 15, 16, 20 AND 21.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION January 31, 2005 Page 3
The debentures are convertible at a price equal to the lower of (i) 150% of the lowest initial bid price of the common stock as submitted by a market maker and approved by the NASD and (ii) 50% of the lowest closing bid price of the common stock for the five trading days immediately preceding the conversion date. For purposes of determining beneficial ownership of our common stock in respect of convertible debentures, we have assumed throughout the prospectus a lowest closing bid price of $2.50 per share. The resulting holders' conversion price would be $1.25 per share (50% of the assumed $2.50 closing bid price). Accordingly, the holders' aggregate beneficial ownership of our common stock is calculated to be 880,000 shares (the aggregate $1,100,000 face value divided by the $1.25 assumed conversion price). Our shares do not yet trade on any exchange, and therefore we cannot know what the actual trading price will be. We have made a good faith estimate that the number of shares of our common stock needed upon conversion of the convertible debentures is 2,200,000 shares (250% of 880,000 shares beneficially owned).
We have revised the lead-in disclosures to the table on page 13 as well as footnotes (3) and (5) to that table for consistency with the foregoing. See also our response to comment 6, below.
SUMMARY FINANCIAL INFORMATION -----------------------------
4. PLEASE REVISE TO ADDRESS THE FOLLOWING:
a) EXPAND THE TABLE TO ALSO INCLUDE STATEMENT OF OPERATIONS DATA FOR EACH OF THE FISCAL YEARS ENDED DECEMBER 31, 2003 AND 2002, AND REVISE THE INTRODUCTORY PARAGRAPH TO SO INDICATE.
We have expanded the table on page 4 to include statement of operations data for each of the fiscal years ended December 31, 2003 and 2002 and have revised our disclosures in the introductory paragraph on page 5 to read as follows:
"The following information was taken from Voyager One's financial statements since inception (June 28, 2002) to September 30, 2004 (unaudited) and the consolidated nine months ended September 30, 2004 (unaudited) and nine months ended September 30, 2003 (unaudited) which appear beginning on Page F-15 of this prospectus and the Silicon Film Technologies financial statements for the year ended December 31, 2003 (audited) and year ended December 31, 2002 (audited) which appear beginning on page F-2 of this prospectus. For a more detailed presentation refer to these financial statements."
b) INSTEAD OF THE DETAILED STATEMENT OF OPERATIONS AND BALANCE SHEET DATA CURRENTLY PRESENTED, CONSIDER ONLY SHOWING MAJOR STATEMENT CAPTIONS SUCH, OPERATING EXPENSES, INTEREST EXPENSE, NET LOSS BEFORE TAXES, NET LOSS, NET LOSS PER SHARE, TOTAL CURRENT ASSETS, TOTAL ASSETS, TOTAL CURRENT LIABILITIES, LONG TERM DEBT, THE INDIVIDUAL COMPONENTS OF STOCKHOLDERS' EQUITY, TOTAL STOCKHOLDERS' EQUITY AND TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT).
We have revised the disclosures in the statement of operations data to show only the major statement captions of "total operating expenses and loss from operations," "interest expense," "net loss before taxes," "net loss," and "net loss per share," and revised the balance sheet data to show only the major statement captions of "total current assets," "total assets," "total current liabilities," "long term note payable," "preferred stock," "common stock," "additional paid-in capital," "deficit accumulated during development stage," "total stockholders' equity (deficit)" and "total liabilities and stockholders' equity (deficit)."
<PAGE>
SECURITIES AND EXCHANGE COMMISSION January 31, 2005 Page 4
c) REMOVE THE "AUDITED" LABEL ABOVE ANY CAPTIONS, AS THAT LABEL MAY CONFUSE AN INVESTOR INTO BELIEVING THAT HE AUDITOR WAS ENGAGED TO AUDIT THE INFORMATION. RATHER INCLUDE A STATEMENT IN THE INTRODUCTORY PARAGRAPH TO INDICATE WHICH INFORMATION WAS DERIVED FROM THE AUDITED FINANCIAL STATEMENTS AND WHICH INFORMATION WAS DERIVED FROM THE UNAUDITED INTERIM FINANCIAL DATA.
We have deleted the "audited" labels above any captions to avoid confusion and have revised the introductory paragraph to read as follows:
"The following information was taken from Voyager One's financial statements since inception (June 28, 2002) to September 30, 2004 (unaudited) and the consolidated nine months ended September 30, 2004 (unaudited) and nine months ended September 30, 2003 (unaudited) which appear beginning on Page F-15 of this prospectus and the Silicon Film Technologies financial statements for the year ended December 31, 2003 (audited) and year ended December 31, 2002 (audited) which appear beginning on page F-2 of this prospectus. For a more detailed presentation refer to these financial statements. In management's opinion all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included."
d) REVISE THE INTRODUCTORY PARAGRAPH TO REFER THE READER TO THE FINANCIAL STATEMENTS INCLUDED IN THE FILING FOR A MORE DETAILED PRESENTATION.
We have revised the introductory paragraph on page 4 to include references to the financial statements as follows:
"The following information was taken from Voyager One's financial statements since inception (June 28, 2002) to September 30, 2004 (unaudited) and the consolidated nine months ended September 30, 2004 (unaudited) and nine months ended September 30, 2003 (unaudited) which appear beginning on Page F-15 of this prospectus and the Silicon Film Technologies financial statements for the year ended December 31, 2003 (audited) and year ended December 31, 2002 (audited) which appear beginning on page F-2 of this prospectus. For a more detailed presentation refer to these financial statements."
5. PLEASE REVISE FOOTNOTE (1) TO CLARIFY THAT THE FINANCIAL RESULTS REFLECT THE OPERATING RESULTS OF SILICON FILM TECHNOLOGIES THROUGH FEBRUARY 25, 2004, AND THE RESULTS OF THE COMBINED ENTITY FOLLOWING THAT DATE. LIKEWISE, CLARIFY THAT THE BALANCE SHEET AS OF SEPTEMBER 30, 2004 REPRESENTS THE FINANCIAL CONDITION OF THE COMBINED ENTITY.
We have clarified our disclosures in the footnotes on page 4 as follows:
"(1) This represents the operating results of Silicon Film Technologies through February 25, 2004, and the results of the consolidated entity of Voyager One and Silicon Film Technologies after February 25, 2004.
(2) This represents the operating results of Silicon Film Technologies.
(3) This represents the financial condition of the consolidated entity of Voyager One and Silicon Film Technologies."
SELLING STOCKHOLDERS --------------------
6. PLEASE SUPPLEMENTALLY EXPLAIN WHY YOU HAVE LISTED TREY RESOURCES AS THE BENEFICIAL OWNER OF 440,000 SHARES UNDERLYING THE CONVERTIBLE DEBENTURES TO BE ISSUED TO CORNELL CAPITAL PARTNERS. FOR EXAMPLE, SINCE IT APPEARS THAT TREY RESOURCES HAS AGREED TO PURCHASE $550,000 IN CONVERTIBLE DEBENTURES FROM CORNELL CAPITAL PARTNERS, ITS APPEARS THAT TREY RESOURCES MAY ONLY B
Show Raw Text
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<PAGE>
PHILIP E. RUBEN
(847) 784-2176
PRUBEN@LPLEGAL.COM
January 31, 2005
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 are
filing today under the Securities Act of 1933, as amended (the "Securities
Act"), amendment no. 3 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 January
13, 2005.
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:
GENERAL
-------
PROSPECTUS SUMMARY
1. PLEASE UPDATE YOUR DISCLOSURE TO THE EXTENT PRACTICAL, INCLUDING THE
PRODUCT DEVELOPMENT MILESTONE TABLE THAT APPEARS ON PAGE 34 AND THE
EXECUTIVE COMPENSATION INFORMATION THAT APPEARS ON PAGE 44. PLEASE ALSO
FILE AN UPDATED LEGALITY OPINION.
We have updated various disclosures throughout amendment no. 3
to the registration statement. These are reflected on the
blackline version furnished with this response letter.
In particular, we have revised the product development
milestone table on page 32 to read as follows:
<PAGE>
<TABLE>
SECURITIES AND EXCHANGE COMMISSION
January 31, 2005
Page 2
------------------ -------------------- ------------------- ----------------- --------------------
Product Engineering
Product Requirements Development System Test Manufacturing
------------------ -------------------- ------------------- ----------------- --------------------
<S> <C> <C> <C> <C>
EFS-4 2Q 2004 1Q 2005 2Q 2005 4Q 2005
------------------ -------------------- ------------------- ----------------- --------------------
EFS-10 2Q 2005 3Q 2004 4Q 2005 1Q 2006
------------------ -------------------- ------------------- ----------------- --------------------
EFS-18 4Q 2005 1Q 2006 2Q 2006 4Q 20064
------------------ -------------------- ------------------- ----------------- --------------------
We have also revised the product development milestone table
on page 32 to read as follows:
---------------- --------------- ---------------- --------------- -------------- -----------------
Product 2H 2004 1H 2005 2H 2005 1H 2006 2H 2006
---------------- --------------- ---------------- --------------- -------------- -----------------
EFS-4 $120,000 $2,200,000 $1,100,000 -- --
---------------- --------------- ---------------- --------------- -------------- -----------------
EFS-10 -- -- $1,400,000 $1,600,000 --
---------------- --------------- ---------------- --------------- -------------- -----------------
EFS- 18 -- -- -- $700,000 $1,600,000
---------------- --------------- ---------------- --------------- -------------- -----------------
Total $120,000 $2,200,000 $2,500,000 $2,300,000 $1,600,000
---------------- --------------- ---------------- --------------- -------------- -----------------
</TABLE>
In addition, we have updated the Summary Compensation Table on
page 42 and filed an updated legality opinion as Exhibit 5.1.
PROSPECTUS SUMMARY
2. WE NOTE YOUR RESPONSE TO COMMENT 1. WE ALSO NOTE THAT THE DISCLOSURES
CONTAINED IN THE THIRD, FOURTH AND FIFTH SENTENCES OF THE FOURTH
PARAGRAPH OF THE SUMMARY ALSO APPEAR ON PAGE 32. GIVEN THE DEVELOPMENT
STAGE OF YOUR COMPANY, WE BELIEVE THAT THOSE DISCLOSURE ARE MORE
APPROPRIATELY INCLUDED IN THE BODY OF THE PROSPECTUS RATHER THAN IN THE
PROSPECTUS SUMMARY. ACCORDINGLY, PLEASE REVISE THE FOURTH PARAGRAPH OF
THE SUMMARY TO DELETE THE THIRD, FOURTH AND FIFTH SENTENCES OF THAT
PARAGRAPH.
In response to the staff's comment, we revised the fourth
paragraph of the summary to delete duplicative sentences.
THE OFFERING
3. WE NOTE YOU RESPONSE TO COMMENT 4. WE ALSO NOTE THAT YOU ARE CONTINUING
TO REGISTER UP TO 4,400,000 SHARES TO BE ISSUED UPON CONVERSION OF THE
CONVERTIBLE DEBENTURES, WHICH REPRESENTS A CONVERSION PRICE OF $0.25
PER SHARE. 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. BASED ON YOUR RESPONSE
TO COMMENT 4, IT APPEARS THAT YOUR GOOD FAITH ESTIMATE OF THE
CONVERSION PRICE MAY BE $2.50 PER SHARE. IF SO, THEN PLEASE REDUCE THE
NUMBER OF SHARES THAT YOU REGISTERING FOR RESALE BY CORNELL CAPITAL
PARTNERS AND TREY RESOURCES CONSISTENT WITH A $2.50 CONVERSION PRICE,
AND REVISE AS APPROPRIATE TO ENSURE THAT THE DISCLOSURES THROUGH YOUR
PROSPECTUS ARE CONSISTENT WITH A $2.50 PER SHARE CONVERSION PRICE.
ALTERNATIVELY, IF YOUR GOOD FAITH ESTIMATE OF THE CONVERSION PRICE IS
$0.25 PER SHARE, THEN THAT CONVERSION PRICE NEEDS TO BE USED THROUGHOUT
THE PROSPECTUS, INCLUDING ON PAGE 8, 13, 15, 16, 20 AND 21.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
January 31, 2005
Page 3
The debentures are convertible at a price equal to the lower
of (i) 150% of the lowest initial bid price of the common
stock as submitted by a market maker and approved by the NASD
and (ii) 50% of the lowest closing bid price of the common
stock for the five trading days immediately preceding the
conversion date. For purposes of determining beneficial
ownership of our common stock in respect of convertible
debentures, we have assumed throughout the prospectus a lowest
closing bid price of $2.50 per share. The resulting holders'
conversion price would be $1.25 per share (50% of the assumed
$2.50 closing bid price). Accordingly, the holders' aggregate
beneficial ownership of our common stock is calculated to be
880,000 shares (the aggregate $1,100,000 face value divided by
the $1.25 assumed conversion price). Our shares do not yet
trade on any exchange, and therefore we cannot know what the
actual trading price will be. We have made a good faith
estimate that the number of shares of our common stock needed
upon conversion of the convertible debentures is 2,200,000
shares (250% of 880,000 shares beneficially owned).
We have revised the lead-in disclosures to the table on page
13 as well as footnotes (3) and (5) to that table for
consistency with the foregoing. See also our response to
comment 6, below.
SUMMARY FINANCIAL INFORMATION
-----------------------------
4. PLEASE REVISE TO ADDRESS THE FOLLOWING:
a) EXPAND THE TABLE TO ALSO INCLUDE STATEMENT OF OPERATIONS DATA
FOR EACH OF THE FISCAL YEARS ENDED DECEMBER 31, 2003 AND 2002,
AND REVISE THE INTRODUCTORY PARAGRAPH TO SO INDICATE.
We have expanded the table on page 4 to include statement of
operations data for each of the fiscal years ended December
31, 2003 and 2002 and have revised our disclosures in the
introductory paragraph on page 5 to read as follows:
"The following information was taken from Voyager One's
financial statements since inception (June 28, 2002) to
September 30, 2004 (unaudited) and the consolidated nine
months ended September 30, 2004 (unaudited) and nine months
ended September 30, 2003 (unaudited) which appear beginning on
Page F-15 of this prospectus and the Silicon Film Technologies
financial statements for the year ended December 31, 2003
(audited) and year ended December 31, 2002 (audited) which
appear beginning on page F-2 of this prospectus. For a more
detailed presentation refer to these financial statements."
b) INSTEAD OF THE DETAILED STATEMENT OF OPERATIONS AND BALANCE
SHEET DATA CURRENTLY PRESENTED, CONSIDER ONLY SHOWING MAJOR
STATEMENT CAPTIONS SUCH, OPERATING EXPENSES, INTEREST EXPENSE,
NET LOSS BEFORE TAXES, NET LOSS, NET LOSS PER SHARE, TOTAL
CURRENT ASSETS, TOTAL ASSETS, TOTAL CURRENT LIABILITIES, LONG
TERM DEBT, THE INDIVIDUAL COMPONENTS OF STOCKHOLDERS' EQUITY,
TOTAL STOCKHOLDERS' EQUITY AND TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT).
We have revised the disclosures in the statement of operations
data to show only the major statement captions of "total
operating expenses and loss from operations," "interest
expense," "net loss before taxes," "net loss," and "net loss
per share," and revised the balance sheet data to show only
the major statement captions of "total current assets," "total
assets," "total current liabilities," "long term note
payable," "preferred stock," "common stock," "additional
paid-in capital," "deficit accumulated during development
stage," "total stockholders' equity (deficit)" and "total
liabilities and stockholders' equity (deficit)."
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
January 31, 2005
Page 4
c) REMOVE THE "AUDITED" LABEL ABOVE ANY CAPTIONS, AS THAT LABEL
MAY CONFUSE AN INVESTOR INTO BELIEVING THAT HE AUDITOR WAS
ENGAGED TO AUDIT THE INFORMATION. RATHER INCLUDE A STATEMENT
IN THE INTRODUCTORY PARAGRAPH TO INDICATE WHICH INFORMATION
WAS DERIVED FROM THE AUDITED FINANCIAL STATEMENTS AND WHICH
INFORMATION WAS DERIVED FROM THE UNAUDITED INTERIM FINANCIAL
DATA.
We have deleted the "audited" labels above any captions to
avoid confusion and have revised the introductory paragraph to
read as follows:
"The following information was taken from Voyager One's
financial statements since inception (June 28, 2002) to
September 30, 2004 (unaudited) and the consolidated nine
months ended September 30, 2004 (unaudited) and nine months
ended September 30, 2003 (unaudited) which appear beginning on
Page F-15 of this prospectus and the Silicon Film Technologies
financial statements for the year ended December 31, 2003
(audited) and year ended December 31, 2002 (audited) which
appear beginning on page F-2 of this prospectus. For a more
detailed presentation refer to these financial statements. In
management's opinion all adjustments (consisting of normal
recurring items) considered necessary for a fair presentation
have been included."
d) REVISE THE INTRODUCTORY PARAGRAPH TO REFER THE READER TO THE
FINANCIAL STATEMENTS INCLUDED IN THE FILING FOR A MORE
DETAILED PRESENTATION.
We have revised the introductory paragraph on page 4 to
include references to the financial statements as follows:
"The following information was taken from Voyager One's
financial statements since inception (June 28, 2002) to
September 30, 2004 (unaudited) and the consolidated nine
months ended September 30, 2004 (unaudited) and nine months
ended September 30, 2003 (unaudited) which appear beginning on
Page F-15 of this prospectus and the Silicon Film Technologies
financial statements for the year ended December 31, 2003
(audited) and year ended December 31, 2002 (audited) which
appear beginning on page F-2 of this prospectus. For a more
detailed presentation refer to these financial statements."
5. PLEASE REVISE FOOTNOTE (1) TO CLARIFY THAT THE FINANCIAL RESULTS
REFLECT THE OPERATING RESULTS OF SILICON FILM TECHNOLOGIES THROUGH
FEBRUARY 25, 2004, AND THE RESULTS OF THE COMBINED ENTITY FOLLOWING
THAT DATE. LIKEWISE, CLARIFY THAT THE BALANCE SHEET AS OF SEPTEMBER 30,
2004 REPRESENTS THE FINANCIAL CONDITION OF THE COMBINED ENTITY.
We have clarified our disclosures in the footnotes on page 4
as follows:
"(1) This represents the operating results of Silicon Film
Technologies through February 25, 2004, and the results of the
consolidated entity of Voyager One and Silicon Film
Technologies after February 25, 2004.
(2) This represents the operating results of Silicon Film
Technologies.
(3) This represents the financial condition of the
consolidated entity of Voyager One and Silicon Film
Technologies."
SELLING STOCKHOLDERS
--------------------
6. PLEASE SUPPLEMENTALLY EXPLAIN WHY YOU HAVE LISTED TREY RESOURCES AS THE
BENEFICIAL OWNER OF 440,000 SHARES UNDERLYING THE CONVERTIBLE
DEBENTURES TO BE ISSUED TO CORNELL CAPITAL PARTNERS. FOR EXAMPLE, SINCE
IT APPEARS THAT TREY RESOURCES HAS AGREED TO PURCHASE $550,000 IN
CONVERTIBLE DEBENTURES FROM CORNELL CAPITAL PARTNERS, ITS APPEARS THAT
TREY RESOURCES MAY ONLY B