SecProbe.io

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

May 6, 2005

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 MARCH 31, 2005
         FILE NUMBER: 333-123702

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. 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 April
26, 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. 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
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THE SALE OF COMMON STOCK FOLLOWING CONVERSION......SHORT SALES.......DECLINE -
PAGE 12

1.       PLEASE CLARIFY WHETHER TREY RESOURCES HAS ALSO INDICATED THAT THEY WILL
         NOT ENGAGE IN SHORT SALES OF YOUR COMMON STOCK.

                  Please see our response contained in our letter dated April
                  29, 2005.

NOTE 13. STANDBY EQUITY DISTRIBUTION AGREEMENT - PAGE F-22

2.       WE NOTE THAT IN JUNE 2004, YOU ENTERED INTO A STANDBY EQUITY
         DISTRIBUTION AGREEMENT WITH CORNELL CAPITAL PARTNERS (CORNELL). WE
         FURTHER NOTE THAT YOU ISSUED CONVERTIBLE DEBENTURES TO CORNELL AND
         NEWBRIDGE SECURITIES CORPORATION IN THE AMOUNT OF $740,000 AND $10,000
         RESPECTIVELY. TELL US SUPPLEMENTALLY HOW YOU ORIGINALLY ACCOUNTED FOR
         THE ISSUANCE OF THE CONVERTIBLE DEBENTURES. ALSO TELL US SUPPLEMENTALLY
         AND REVISE TO DISCLOSE HOW YOU ACCOUNTED FOR THE TERMINATION THAT
         OCCURRED IN MARCH 2005. PLEASE CITE THE ACCOUNTING GUIDANCE THAT YOU
         RELIED ON. ADDITIONALLY, TELL US WHY IT IS APPROPRIATE TO REFLECT SUCH
         TERMINATION THAT OCCURRED IN MARCH 2005 IN YOUR 2004 FINANCIAL
         STATEMENTS.

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SECURITIES AND EXCHANGE COMMISSION
May 5, 2005
Page 2

                  The Company paid for commitment fees related to the Standby
                  Equity Distribution Agreement ("SEDA") by issuing two 3-year
                  0% convertible debentures totaling $750,000 on June 10, 2004.
                  The Company recorded the liability at the face value of
                  $750,000, the deferred financing cost at $647,878, which
                  represents the present value of the debentures, and the
                  remaining $102,122 to imputed deferred interest. The present
                  value was calculated by using a discount rate of 5%, which was
                  the rate of similar convertible debentures issued by the
                  Company. Both the deferred financing cost and the deferred
                  imputed interest are being expensed over the three-year term
                  of the SEDA.

                  By mutual agreement of all parties, the SEDA and the $750,000
                  convertible debentures discussed above were terminated as of
                  March 17, 2005. The Company has disclosed this termination as
                  a subsequent event in the 2004 audited financial statements,
                  and the accounting will be reflected in the first quarter of
                  2005.

                                      * * *

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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