SecProbe.io

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

April 22 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. 1 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 April
15, 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 - PAGE 1

1.       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

                  We have added the following language on page 1 to update our
                  financial position:

                  "At December 31, 2004, we had current assets of $1,012 and
                  current liabilities of $2,401,260. As a result, we had a
                  working capital deficit of $2,400,248 at December 31, 2004. We
                  had current cash assets of $259.74 as of April 19, 2005. We
                  anticipate raising $700,000 within 90 days of the registration
                  statement accompanying this prospectus being declared
                  effective. Of this amount, we expect to receive $450,000 as
                  proceeds from the sale of convertible debentures to Cornell
                  Capital under our securities purchase agreement with them and
                  $250,000 from other unaffiliated third parties through loans
                  and financing arrangements. Upon our receipt of these funds,
                  we expect fiscal restraints should ease, and we should be able
                  to procure the components and services for our prototype
                  custom board design. Testing our prototype should occur within
                  two months afterwards"

                  In response to staff's comments regarding the need for
                  additional capital, we have added the following disclosure to
                  page 1.

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SECURITIES AND EXCHANGE COMMISSION
April 22, 2005
Page 2

                  "Nevertheless, we expect that, in the next two years, we will
                  need to raise $30 million to $50 million to fund additional
                  acquisitions, current and future projects (see "RISK FACTORS -
                  WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO FINANCE
                  OPERATIONS"). Of this amount, we anticipate a need to raise
                  between $10 million to $20 million to finance our expenses
                  from operations and capital expenditures over the next twelve
                  months (including professional fees; lab, test and
                  manufacturing equipment; tooling; production costs; inventory
                  costs and software) We currently do not have any financing
                  arrangements or agreements in place to obtain the funds
                  necessary to cover these operational expenses and capital
                  expenditures."

                  We have revised the second paragraph on page 1 to identify the
                  EFS-4 as the prototype developed in May 2004.

THE SALE OF COMMON STOCK FOLLOWING......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.

                  We have added to this risk factor on page 12 a parenthetical
                  which cross references the disclosure that Cornell Capital
                  does not intend to engage in short sales of our common stock.

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.

                  In response to staff's comments, we have revised the
                  prospectus and added the following language to page 16.

                  "In the event the registration statement accompanying this
                  prospectus is not declared effective by April 30, 2005, the
                  holder of convertible debentures can seek any remedy available
                  under contract, at law or in equity including the right to
                  collect liquidated damages and the right to call a default
                  Under the Registration Rights Agreement, we are obligated to
                  pay as liquidated damages to the holder of convertible
                  debentures, at the holder's option, either a cash amount or
                  shares of our common stock within three (3) business days
                  after demand is made equal to two percent of the liquidated
                  value of the convertible debentures outstanding for each
                  thirty day period after April 30, 2005. The payment of
                  liquidated damages does not constitute a penalty and does not
                  preclude the holder from seeking other remedies. In the event
                  of default which is not cured within ten days of receipt of
                  written notice, the holder of convertible debentures is
                  entitled to accelerate full repayment of all debentures
                  outstanding and accrued interest thereon or to convert all
                  debentures outstanding and accrued interest thereon into
                  shares of our common stock at a conversion price equal to the
                  lower of (i) 150% of the lowest initial bid price of our
                  common stock as submitted by a market maker and approved by
                  the NASD or (ii) 50% of the lowest closing bid price of our
                  common stock for the five trading days immediately preceding
                  the conversion date. All of our assets can be sold and
                  transferred to satisfy any unpaid obligations due the holder
                  and we are obligated to pay all reasonable expenses including
                  attorneys' fees in connection with the disposition of any
                  pledged property. Cornell Capital would not be obligated to
                  purchase any additional debentures."

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SECURITIES AND EXCHANGE COMMISSION
April 22, 2005
Page 3

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.

                  We have amplified our disclosures on page 19 to add the
                  following paragraph:

                  "We are not aware of any other plans or arrangements that any
                  selling stockholder has made with respect to the sale or
                  distribution of shares. In particular, it is our understanding
                  that Trey Resources and Cornell Capital have no specific plans
                  for distribution or sale of our common stock, but intend to
                  monitor and consider marketplace conditions and the trading
                  price of our common stock. Cornell Capital has informed us in
                  writing that it does not intend to engage in short sales of
                  our common stock. In that communication, Cornell Capital noted
                  that it is deemed to be the beneficial owner of the shares
                  issuable upon conversion of its convertible debentures, and
                  therefore may sell such shares after conversion. Similarly,
                  Trey Resources is also unrestricted from selling shares
                  registered for resale following conversion of its convertible
                  debentures."

                  We would note for the staff, supplementally, that it is our
                  intention in the near future to pursue a more traditional
                  financing arrangement than an equity line agreement, if
                  available to us. In any event, we expect to avoid any
                  financing arrangements that might generate a conflict with our
                  current arrangements, such as entering into an equity line
                  arrangement with Cornell Capital prior to their conversion of
                  all convertible debentures, unless appropriate restrictions
                  are in place.

                  A copy of Cornell Capital's written communication is provided
                  supplementally by an attachment to this letter.

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.

                  In response to staff's comment, the two tables on page 30 have
                  been updated, and we have added the following language for
                  clarification:

                  "The costs consist of engineering salaries, related travel and
                  entertainment, professional fees, prototypes, lab and test
                  equipment, imager expenses, fabrication equipment, tooling and
                  software which are also included in items c) through g) of the
                  table of expected purchase of significant equipment on page
                  27. The aggregate cost of significant capital items
                  attributable to the EFS-4 total $2,100,000 and are reflected
                  in that table in items c) through e) and g) through the 4th
                  quarter of 2005. The $500,000 imager cost indicated in item f)
                  for the third and fourth quarters of 2005 is attributable to
                  the EFS-10. The EFS-4 capital item costs are also included in
                  the second table below."

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SECURITIES AND EXCHANGE COMMISSION
April 22, 2005
Page 4

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.

                  In response to staff's comments, we have added the following
                  disclosure to page 33:

                  "We intend to use these proceeds for general working capital
                  purposes and to pay the 10% commitment fee."

                                      * * *

Please call the undersigned at (847) 784-2170 or Aaron S. Kase at our office at
(312) 476-7524 if you desire additional information with respect to, or have any
questions regarding, the matters set forth herein.

Very truly yours,

/s/ Philip E. Ruben
----------------------------
Philip E. Ruben

cc:  Examiner - Tom Jones

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SECURITIES AND EXCHANGE COMMISSION
April 22, 2005
Page 5

                E-Mail from Troy Rillo to Counsel for Voyager One

From: Troy Rillo [mailto:trillo@cornellcapital.com]
Sent: Thursday, April 21, 2005 10:49 AM
To: Phil Ruben
Subject: Voyager One

Phil,

Here's Cornell's position regarding short sales of the Debenture:

Cornell does not intend to engage in short sales of Voyager One's stock.

Please also add disclosure indicating that Cornell is deemed to be the
beneficial owner of the shares upon conversion and therefore may sell the shares
after conversion.

Troy J. Rillo
Senior Vice President, Corporate Finance
Cornell Capital Partners, LP
101 Hudson Street, Suite 3700
Jersey City, New Jersey 07302
(201) 985-8300, ext. 123
(201) 985-1964 (fax)
trillo@cornellcapital.com

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