<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                               Amendment No. 1 to
                                  FORM 10-QSB/A


(X)      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended September 30, 2004

( )      Transition report pursuant of Section 13 or 15(d) of the Securities
         Exchange Act of 1939 for the transition period ____ to______

                         COMMISSION FILE NUMBER 0-32737

                                VOYAGER ONE, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                         88-049002272
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

       859 West End Court, Suite I, Vernon Hills, IL 60061 (847) 984-6200
 -------------------------------------------------------------------------------
    (Address of Principal Executive Offices, including Registrant's zip code
                              and telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports,), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]   No [ ]

The number of shares of the registrant's common stock as of September 30, 2004:
14,600,000 shares.

Transitional Small Business Disclosure Format (check one):   Yes [ ]   No [X]


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

(a)      Balance Sheets                                                     F-2
(b)      Statements of Operations                                           F-3
(c)      Statement of Shareholders' Equity (deficit)                        F-4
(d)      Statements of Cash Flows                                           F-5
(e)      Notes to Financial Statements                                      F-6

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations                     13

Item 3.  Controls and Procedures                                              15

PART II. OTHER INFORMATION                                                    15

Item 1.  Legal Proceedings                                                    15

Item 2.  Changes in Securities and Use of Proceeds                            15

Item 3.  Defaults On Senior Securities                                        15

Item 4.  Submission of Items to a Vote                                        15

Item 5.  Other Information                                                    15

Item 6.                                                                       15
     (a) Exhibits
     (b) Reports on Form 8K

SIGNATURES AND CERTIFICATES                                                   16

<PAGE>
<TABLE>

                                          VOYAGER ONE, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                           BALANCE SHEETS
---------------------------------------------------------------------------------------------------

                                                                   SEPTEMBER 30, 2004
                                                                    (CONSOLIDATED)     DECEMBER 31,
                                                                     (UNAUDITED)           2003
                                                                     ------------      ------------
<S>                                                                  <C>               <C>
                      ASSETS
Current assets:
    Cash                                                             $     3,383       $    24,564
    Prepaid expenses                                                      23,336                --
                                                                     ------------      ------------

     Total current assets                                                 26,719            24,564
                                                                     ------------      ------------

Property, equipment and software, net                                     44,606            26,535
                                                                     ------------      ------------
Other assets:
    Due from related party                                                    --            11,250
    Deposit                                                                8,400             8,400
    Domain name                                                           10,000                --
    Deferred financing costs, net                                        776,529                --
    Patents, net                                                       1,011,796         1,111,867
                                                                     ------------      ------------

     Total other assets                                                1,806,725         1,131,517
                                                                     ------------      ------------
     Total assets                                                    $ 1,878,050       $ 1,182,616
                                                                     ============      ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                                 $   299,944       $   456,744
    Accrued expenses                                                     227,132                --
    Accrued interest                                                      64,795            18,978
    Note payable - related party                                         465,000           305,000
    Notes payable                                                        899,253                --
                                                                     ------------      ------------
     Total current liabilities                                         1,956,124           780,722
                                                                     ------------      ------------

Long term note payable                                                 1,300,000                --

Stockholders' equity (deficit):
    Preferred Stock, par value $.001, 5,000,000
      shares authorized, 1,000,000 shares
      issued and outstanding at September 30, 2004                         1,000             1,000
    Common Stock, par value $.001, 200,000,000
      shares authorized, 14,600,000 and 13,185,836
      shares issued and outstanding at September
      30, 2004 and December 31, 2003,
      respectively                                                        14,600            13,186
    Additional paid in capital                                         1,194,546         1,078,189
    Deficit accumulated during development stage                      (2,588,220)         (690,481)
                                                                     ------------      ------------
     Total stockholders' equity (deficit)                             (1,378,074)          401,894
                                                                     ------------      ------------
     Total liabilities and stockholders'
      equity (deficit)                                               $ 1,878,050       $ 1,182,616
                                                                     ============      ============

                            See accompanying notes to financial statements

                                                F-2
</TABLE>
<PAGE>
<TABLE>

                                                   VOYAGER ONE, INC.
                                             (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENTS OF OPERATIONS
                                                      (UNAUDITED)

------------------------------------------------------------------------------------------------------------------------------------

                                                                                                                       Cumulative
                                                                                                                      amount from
                                             For the nine months ended           For the three months ended            inception
                                          --------------------------------     --------------------------------        (June 28,
                                                                                                                     2002) through
                                            September         September          September         September          September 30,
                                            30, 2004           30, 2003          30, 2004           30, 2003              2004
                                          -------------      -------------      -------------      -------------      -------------
<S>                                       <C>                <C>                <C>                <C>                <C>
Operating expenses
 Amortization                             $    196,043       $     88,949       $    105,579       $     33,354       $    318,348
 Automobile expense                             10,132                 --                 --                 --             20,532
 Bank service charges                            1,727                381                105                 82              2,226
 Depreciation                                    7,910                893              2,731                893              8,952
 Equipment rental                               61,253                 --             26,571                 --             61,253
 Licenses and permits                           21,456                 --             16,941                 --             21,456
 Insurance                                      71,444                 --             25,287                 --             71,444
 Office supplies                                97,286                 --             12,976                 --            106,406
 Postage and delivery                            7,172                 --              1,282                 --              7,546
 Product development                           143,860              5,000             72,398              5,000            143,860
 Consulting                                    346,131             25,000            (14,224)            20,000            788,986
 Legal fees                                    128,199             10,403             71,782             10,119            153,268
 Payroll and payroll taxes                     595,245                 --            294,322                 --            595,245
 Rent                                           50,747              5,775              9,387              5,775             68,072
 Repairs                                         4,625                 --                824                 --              5,789
 Supplies                                        5,025                 81                 --                 --              5,520
 Telephone                                      24,356                 --              7,894                 --             27,650
 Travel and entertainment                       31,271                 --              3,136                 --             59,089
 Utilities                                       6,349                 --              2,397                 --              7,341
                                          -------------      -------------      -------------      -------------      -------------
Total operating expenses and loss from
operations                                   1,810,231            136,482            639,388             75,223          2,472,983
Interest expense                                87,508              4,030             54,051              4,030            115,237
                                          -------------      -------------      -------------      -------------      -------------
Net loss before income taxes                (1,897,739)          (140,512)          (693,439)           (79,253)        (2,588,220)
Provision for income taxes                          --                 --                 --                 --                 --
                                          -------------      -------------      -------------      -------------      -------------
Net loss                                  $ (1,897,739)      $   (140,512)      $   (693,439)      $    (79,253)      $ (2,588,220)
                                          =============      =============      =============      =============      =============

Loss per share (basic and
  diluted)                                $      (0.13)      $      (0.01)      $      (0.05)      $      (0.01)
                                          =============      =============      =============      =============

Weighted average number of shares
  Outstanding (basic and diluted)           14,182,282         12,877,241         14,600,000         13,905,836
                                          =============      =============      =============      =============


                                          See accompanying notes to financial statements
</TABLE>
                                                                F-3
<PAGE>
<TABLE>

                                                         VOYAGER ONE, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                             FOR THE PERIOD FROM INCEPTION (JUNE 28, 2002) THROUGH SEPTEMBER 30, 2004
----------------------------------------------------------------------------------------------------------------------------

                                     Preferred stock             Common stock
                               ------------------------- --------------------------
                                                                                                   Deficit
                                                                                                  accumulated
                                                 Par                   Par value                     during          Total
                                 Number of      value      Number of     $0.001        Paid in     development   Stockholders'
                                  shares       $0.001       shares      per share      capital        stage     equity (deficit)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
<S>                            <C>          <C>          <C>           <C>           <C>           <C>           <C>
Balance at inception (June
  28, 2002)                             --  $        --           --   $        --   $        --   $        --   $        --
Issuance of common
 stock for professional
 services                               --           --          200            --         1,000            --         1,000
Net loss during the period              --           --           --            --            --        (1,000)       (1,000)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December
 31, 2002                               --           --          200            --         1,000        (1,000)           --

Issuance of founders stock       1,000,000        1,000    8,820,136         8,820        (9,820)           --            --

Common stock issued for cash            --           --      990,000           990       246,510            --       247,500

Issuance of stock for patents           --           --    3,073,000         3,073       765,177            --       768,250

Conversion of notes payable
 into stock                             --           --      280,000           280        69,720            --        70,000

Common stock issued in
 connection with financing              --           --       22,500            23         5,602            --         5,625

Net loss                                --           --           --            --            --      (689,481)     (689,481)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at December  31, 2003    1,000,000        1,000   13,185,836        13,186     1,078,189      (690,481)      401,894

Common stock issued for cash            --           --      570,000           570       141,930            --       142,500

Reverse acquisition                     --           --      954,564           954       (34,758)           --       (33,804)

Issuance of shares for
 services                               --           --      289,600           290         8,785            --         9,075

Cancellation of shares                  --           --     (400,000)         (400)          400            --            --

Net loss                                --           --           --            --            --    (1,897,739)   (1,897,739)
                               ------------ ------------ ------------  ------------  ------------  ------------  ------------
Balance at September 30,
 2004 (Unaudited)                1,000,000  $     1,000   14,600,000   $    14,600   $ 1,194,546   $(2,588,220)  $(1,378,074)
                               ============ ============ ============  ============  ============  ============  ============


                                           See accompanying notes to financial statements
</TABLE>
                                                                 F-4
<PAGE>
<TABLE>

                                                VOYAGER ONE, INC.
                                           (A DEVELOPMENT STAGE COMPANY)
                                            STATEMENTS OF CASH FLOWS
                                                    (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------

                                                                                                    Cumulative
                                                                                                    Amount from
                                                                                                     Inception
                                                                 For the nine     For the nine       (June 28,
                                                                 months ended     months ended      2002) through
                                                                September 30,     September 30,     September 30,
                                                                    2004              2003               2004
                                                                ------------      ------------      ------------
<S>                                                             <C>               <C>               <C>
Cash flows from operating activities:
Net loss                                                        $(1,897,739)      $  (140,512)      $(2,588,220)
Adjustments to reconcile net loss to net cash used
  in operating activities:
Depreciation and amortization                                       203,954            89,842           327,301
Stock issued for services                                             9,075                --            10,075
Issuance of common stock for financing                                   --                --             5,625
Changes in operating assets and liabilities:
 Prepaid expenses                                                   (23,336)               --           (23,336)
 Deposits                                                                --           (18,400)           (8,400)
 Accounts payable                                                  (156,800)          137,860           299,944
 Accrued liabilities                                                227,131                --           227,131
 Accrued interest                                                    45,817             4,030            64,795
                                                                ------------      ------------      ------------
Net cash provided by (used in) operating activities              (1,591,898)           72,820        (1,685,085)
                                                                ------------      ------------      ------------

Cash flows from investing activities:
 Payment received from related party                                 11,250                --                --
 Acquisition of property and equipment                              (25,982)          (26,535)          (53,559)
 Acquisition of patents                                                  --          (465,922)         (465,922)
 Acquisition of domain name                                         (10,000)               --           (10,000)
                                                                ------------      ------------      ------------
Net cash used in investing activities                               (24,732)         (492,457)         (529,481)
                                                                ------------      ------------      ------------

Cash flows from financing activities:
 Recapitalization                                                   (33,804)           67,500           (33,804)
 Issuance of common stock for cash                                  142,500                --           390,000
 Issuance of notes payable                                        1,571,753           473,000         2,031,753
 Payments on notes payable                                          (85,000)          (70,000)         (170,000)
                                                                ------------      ------------      ------------
Net cash provided by financing activities                         1,595,449           470,500         2,319,545
                                                                ------------      ------------      ------------

Net increase (decrease) in cash                                     (21,181)           50,863             3,383

Cash, beginning of period                                            24,564                --                --
                                                                ------------      ------------      ------------

Cash, end of period                                             $     3,383       $    50,863       $     3,383
                                                                ============      ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the period for:
      Interest                                                  $        --       $        --       $     8,750
                                                                ============      ============      ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS:
      Issuance of Voyager One, Inc. common stock                $   (33,804)      $        --       $   (33,804)
                                                                ============      ============      ============
      Issuance of 15,365,000 shares of Silicon
        Film Technologies, Inc. common stock - class A
        for patents acquired                                    $        --       $   768,250       $   768,250
                                                                ============      ============      ============
      Conversion of notes payable into 1,400,000 shares of
        Silicon Film Technology common stock - class A          $        --       $        --       $    70,000
                                                                ============      ============      ============
      Issuance of convertible debentures for financing
        fees                                                    $   872,500       $        --       $   872,500
                                                                ============      ============      ============


                                     See accompanying notes to financial statements
</TABLE>
                                                            F-5
<PAGE>

                                VOYAGER ONE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)
--------------------------------------------------------------------------------

1.       BASIS FOR PRESENTATION
         ----------------------

         The financial information included herein is unaudited. However, such
         information reflects all adjustments (consisting solely of normal
         occurring adjustments) which are, in the opinion of management,
         necessary for a fair statement of results for the interim periods. The
         results of operations for the nine months ended September 30, 2004, are
         not necessarily indicative of the results to be expected for the full
         year.

         The accompanying financial statements do not include certain footnotes
         and financial presentations normally required under generally accepted
         accounting principles; and, therefore, should be read in conjunction
         with the Company's Annual Report on Form 10-KSB for the year ended
         December 31, 2003, and Form 8K-A, filed on April 19, 2004.

         The Company has elected to follow APB Opinion No.25, Accounting for
         Stock Issued to Employee, in accounting for its employee stock options.
         Accordingly, no compensation expense is recognized in the Company's
         financial statements because the exercise price of the Company's
         employee stock option equals the market price of the Company's common
         stock on the date of the grant. If under Financial Accounting Standards
         Board Statement No. 123, Accounting for Stock Based Compensation, the
         Company determined compensation costs based on fair value at the grant
         date for its stock options, net earnings and earnings per share would
         not have been affected. (See note 3)

         GOING CONCERN
         -------------
         The accompanying financial statements, which have been prepared in
         conformity with accounting principles generally accepted in the United
         States of America, contemplates the continuation of the Company as a
         going concern. However, the Company has been in the development stage
         since its inception (June 28, 2002), sustained losses and has used
         capital raised through the issuance of stock and loans to fund
         activities. Continuation of the Company as a going concern is
         contingent upon establishing and achieving profitable operations. Such
         operations will require management to secure additional financing for
         the Company in the form of debt or equity.

         Management believes that actions currently being taken to revise the
         Company's funding requirements will allow the Company to continue its
         development stage operations. However, there is no assurance that the
         necessary funds will be realized by securing debt or through stock
         offerings. The financial statements do not include any adjustments that
         might result from the outcome of this uncertainty.

2.       REORGANIZATION
         --------------
         As of February 25, 2004, the Company made and entered into an agreement
         which provides for the reorganization of Silicon Film Technologies,
         Inc., an Illinois Company, with and into Voyager One, Inc., a Nevada
         Company, resulting in Silicon Film Technologies, Inc. becoming a
         wholly-owned subsidiary of Voyager One, Inc. (Voyager). The agreement
         is for the exchange of 100% of the outstanding Common Stock (Class A
         and Class B Common Stock) of Silicon Film Technologies, Inc., for
         shares of Voyager totaling 13,755,840 of Common Stock and 1,000,000
         Series A Preferred Stock, which are each convertible into one (1) share
         of Voyager Common Stock.

         The former shareholders of Silicon Film Technologies, Inc. acquired
         control of the Company upon the closing of the share exchange
         transaction. The exchange was accounted for as a reverse acquisition.
         Accordingly, for financial statement purposes, Silicon Film
         Technologies, Inc. was considered the accounting acquiror and the
         related business combination was considered a recapitalization of
         Silicon Film Technologies, Inc. rather than an acquisition by the
         Company. The historical financial statements prior to the agreement
         will be those of Silicon Film Technologies, Inc. and the name of the
         consolidated Company going forward will be Voyager One, Inc.

                                      F-6
<PAGE>

3.       CAPITAL STOCK
         -------------

         FORWARD STOCK SPLIT
         -------------------

         On April 28, 2004, the Board of Directors of the Company authorized a
         forward stock split of its outstanding securities at a ratio of 1
         Pre-Split Share converted to 1.6 Post Forward-Split Shares. The record
         date for such stock split was April 28, 2004. All share amounts have
         been retroactively restated to reflect this forward split.

         ISSUANCE OF STOCK WARRANT AND STOCK OPTIONS
         -------------------------------------------

          On April 28, 2004, the Company issued stock options for 400,000 shares
         of post stock split common stock at $.25 per share to key employees of
         the Company. No vesting period was required. The stock options expire
         in 2009. The Company does not have a stock-based compensation plan. The
         Company also issued a warrant to a financial consulting firm for
         666,666 post stock split shares of its common stock at $.25 per share
         exercisable after February 26, 2005. This warrant expires on February
         26, 2010. These warrants were subsequently cancelled (see Note 8). The
         following table illustrates the pro forma effect on net income and
         earnings per share if the company had applied the fair value
         recognition provisions of FASB Statement No. 123, Accounting for
         Stock-Based Compensation, to stock based employee compensation.

         Pro forma information under FAS 123 is as follows:


                                                     Nine months ended
                                                    September 30, 2004
                                                    ------------------

         Net income (loss) as reported                 (1,897,739)

         Add: Stock based employee
         Compensation expense included
         In reported net income, net of
         Related tax effects                                  -0-

         Deduct: Total stock-based
         Employee compensation expense
         Determined under fair value based
         Method for all awards, net of related                -0-
         Pro forma net income (loss)                   (1,897,739)

         Basic loss per share:
         As reported                                         (.13)
         Pro forma                                           (.13)

         Diluted earnings per share
         As reported                                         (.13)
         Pro forma                                           (.13)

         CANCELLATION OF SHARES
         ----------------------
         On April 28, 2004, the Company's CEO cancelled 400,000 post stock split
         shares of common stock.

4.       AMENDMENT TO THE ARTICLES OF INCORPORATION
         ------------------------------------------
         On April 26, 2004, the Company filed an amendment to its articles of
         incorporation increasing its authorized capital to 200 million shares
         of common stock and 5 million shares of preferred stock, each with a
         par value of $0.001 per share.

                                      F-7
<PAGE>

5.       CONVERTIBLE DEBENTURES
         ----------------------

         In May 2004, Voyager One, Inc. entered into a Securities Purchase
         Agreement which was amended in August, 2004 pursuant to which Cornell
         Capital Partners agreed to purchase $1,100,000 of 5% secured,
         convertible debentures. As of September 30, 2004, Voyager One, Inc. has
         received gross proceeds of $525,000. The balance of the proceeds will
         be paid as follows: $100,000 within 5 business days of Voyager One,
         Inc.'s common stock being approved for quotation on the
         Over-the-Counter Bulletin Board, $125,000 within 5 business days of
         Voyager One's filing of an amended registration statement in response
         to the Securities and Exchange Commission's first set of comments, and
         $350,000 within 5 business days of the registration statement being
         declared effective by the Securities and Exchange Commission. 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 National Association of Securities Dealers or
         (ii) 50% of the lowest closing bid price of the common stock for the 5
         trading days immediately preceding the conversion date. Except upon an
         event of default and within sixty (60) days of maturity, these
         debentures are not convertible if such conversion would result in
         Cornell Capital beneficially owning more than 4.9% of our outstanding
         common stock. At maturity, Voyager One, Inc. has the option to either
         pay the holder the outstanding principal balance and accrued interest
         or to convert the debentures into shares of common stock 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 National Association of Securities Dealers or (ii) 50%
         of the lowest closing bid price of the common stock for the 5 trading
         days immediately preceding the conversion date. The convertible
         debentures are secured by all of Voyager One, Inc.'s assets. In the
         event the debentures are redeemed, then Voyager One, Inc. will issue to
         Cornell a warrant to purchase 50,000 shares for every $100,000
         redeemed. Cornell Capital Partners purchased the convertible debentures
         from Voyager One, Inc. in a private placement in May 2004. Cornell
         Capital Partners will receive a one-time commitment fee of 10% of the
         gross proceeds of the convertible debentures. Subsequently, Cornell
         Capital Partners sold one-half of the convertible debentures to Trey
         Resources, Inc.


                                      F-8
<PAGE>

6.       NOTES PAYABLE
         -------------

         The notes payable balance consists of the following:
<TABLE>
                                                           September 30, 2004     December 31, 2003
                                                           -------------------   -------------------
<S>                                                          <C>                   <C>
           24% note payable to Byrne, principal
               and interest due November 17, 2004            $       55,000        $            -

           12% note payable to Byrne, principal
               and interest due February 1, 2005,
               convertible into common stock on its
               due date at a 50% discount to the
               selling price of the stock on the
               close of business on January 31, 2005.                50,000                     -

           6% note payable to Castle Hill Advisory
               Group, principal and interest due
               October 28, 2004 (subsequently
               renegotiated, see Note 9)                             60,000                     -

           6% note payable to Castle Hill Advisory
               Group, principal and interest due
               October 28, 2004 (subsequently
               renegotiated, see Note 9)                             17,628                     -

           24% note payable to Coen, principal and
               interest due November 1, 2004
               (subsequently renegotiated, see Note 9)               40,000                     -

           12% note payable to Culbertson, principal
               and interest due February 1, 2005
               convertible into common stock on its
               due date at a 50% discount to the
               selling price of the stock on the
               close of business on January 31, 2005.                25,000                     -

           12% note payable to Didanato, principal
               and interest due February 1, 2005
               convertible into common stock on its
               due date at a 50% discount to the
               selling price of the stock on the
               close of business on January 31, 2005.                25,000                     -

           24% note payable to Jassey, principal
               and interest due December 17, 2004                    56,125                     -

           12% note payable to Jassey, principal
               and interest due February 1, 2005
               convertible into common stock on its
               due date at a 50% discount to the
               selling price of the stock on the
               close of business on January 31, 2005.                25,000                     -

           6% note payable to Lake & Associates,
               principal and interest due November 1,
               2004 (subsequently renegotiated, see
               Note 9)                                              200,000                     -

           12% note payable to Lamb, principal and
               interest due February 1, 2005
               convertible into common stock on its
               due date at a 50% discount to the
               selling price of the stock on the
               close of business on January 31, 2005.                50,000                     -

           24% note payable to Matz, principal and
               interest due November 1, 2004
               (subsequently renegotiated, see Note
               9)                                                    35,000                     -

           12% note payable to McGrain, princial and
               interest due February 1, 2005
               convertible into common stock on its
               due date at a 50% discount to the
               selling price of the stock on the
               close of business on January 31, 2005.                25,000                     -

           12% note payable to O'Keefe, principal and
               interest due August 27, 2004 (subsequently
               renegotiated, see Note 9)                             38,500                     -

           12% note payable to Prikos, principal and
               interest due February 1, 2005
               convertible into common stock on its
               due date at a 50% discount to the
               selling price of the stock on the
               close of business on January 31, 2005.                75,000                     -

           24% note payable to Schmidt, principal and
               interest due December 31, 2004                        37,000                     -

           24% note payable to Webb, principal and
               interest due November 1, 2004 (subsequently
               renegotiated, see Note 9)                             25,000                     -

           24% note payable to Weidner, principal and
               interest due December 31, 2004                        60,000                     -
                                                           -------------------   -------------------
                                                             $      899,253         $           -
                                                           ===================   ===================

                                                F-9
<PAGE>

           The notes payable - related party balance consists of the following:

                                                           September 30, 2004     December 31, 2003
                                                           -------------------   -------------------
           6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               December 31, 2004 (subsequently
               renegotiated, see Note 9)                     $       20,000        $            -

           6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               December 31, 2004                                    305,000               305,000

           6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               November 1, 2004 (subsequently
               renegotiated, see Note 9)                             60,000                     -

           6% note payable to Quest Manufacturing,
               Inc., principal and interest due
               November 1, 2004 (subsequently
               renegotiated, see Note 9)                             80,000                     -
                                                           -------------------   -------------------
                                                             $      465,000        $      305,000
                                                           ===================   ===================

           The notes payable - long term balance consists of the following:

                                                           September 30, 2004     December 31, 2003
                                                           -------------------   -------------------
           6% note payable to Oberman, principal
               and interest due March 22, 2007,
               convertible at the holder's
               request into common stock of the
               company at the price of 60% of
               the average closing bid price for
               the 10 preceding trading dates                $       25,000       $            -

           Convertible debentures (see Note 5)                      525,000                    -

           Convertible debentures (see Note 7)                      750,000                    -
                                                           -------------------   -------------------
                                                             $    1,300,000                    -
                                                           ===================   ===================
</TABLE>

                                      F-10
<PAGE>

7.       STANDBY EQUITY DISTRIBUTION AGREEMENT
         -------------------------------------

         In June 2004, Voyager One, Inc. entered into a Standby Equity
         Distribution Agreement with Cornell Capital Partners, LP. Pursuant to
         this agreement, Voyager One, Inc. may, at its discretion for up to 2
         years, periodically issue and sell shares of common stock for a total
         purchase price of $20.0 million. If Voyager One, Inc. requests an
         advance under the Standby Equity Distribution Agreement, Cornell
         Capital Partners, L.P. will purchase shares of common stock for 98% of
         the lowest closing bid price on the Over-the-Counter Bulletin Board or
         other principal market on which our common stock is traded for the 5
         days immediately following the notice date. Cornell Capital Partners,
         L.P. intends to sell any shares purchased under the Standby Equity
         Distribution Agreement at the market price. The effectiveness of the
         sale of the shares under the Standby Equity Distribution Agreement is
         conditioned upon Voyager One, Inc. registering the shares of common
         stock with the Securities and Exchange Commission. Cornell Capital
         Partners was paid a one-time commitment fee of $740,000, payable as a
         debenture convertible into shares of common stock at a price equal to
         the lowest closing bid price for the five trading days immediately
         preceding the conversion date. In addition, Newbridge Securities
         Corporation was paid a fee of $10,000, payable as a debenture
         convertible into shares of common stock at a price equal to the lowest
         closing bid price for the five trading days immediately preceding the
         conversion date. These fees are being amortized over the term of the
         debentures.


8.       CANCELLED WARRANTS
         ------------------

         On July 15, 2004, CMI Capital LLC cancelled the warrant issued on
         September 18, 2003 to purchase 666,666 shares of Voyager One, Inc.'s
         common stock at $.25 per share exercisable after February 26, 2005.
         That warrant expires on February 26, 2010. Also on July 15th, Voyager
         One, Inc. issued a warrant to CMI Capital LLC, to purchase 666,666
         shares of Voyager One, Inc.'s common stock at $.25 per share
         exercisable on and after January 15, 2005. This warrant expires on
         January 15, 2010. CMI Capital LLC principles are Gerry Martin and Greg
         Orlandella having equal interest. The limited liability corporation is
         managed by Gerry Martin and Greg Orlandella.


9.       SUBSEQUENT EVENTS
         -----------------

         In November 2004, Voyager One, Inc. issued to Castle Hill Advisory
         Group an unsecured 6%, $60,000.00 note payable with principal and
         interest due January 4, 2005. Castle Hill Advisory Group is an entity
         controlled by Voyager One, Inc.'s President, Sebastien DuFort.

         In October 2004, Voyager One, Inc. amended an unsecured 12%, $38,500
         note Issued to O'Keefe that matured. The note was amended by increasing
         it to $82,500 with principal and interest due January 9, 2005. The
         remaining terms of the original note shall remain in full force and
         effect.

         In November 2004, Voyager One, Inc. renegotiated with Lake & Associates
         a 12% note that matured, with an original principal of $200,000 to a
         more favorable maturity date of March 1, 2005. The remaining terms of
         the original note shall remain in full force and effect.

         In November 2004, Voyager One, Inc. renegotiated with Coen a 24% note
         that matured, with an original principal of $50,000 and a current
         principal balance of $40,000 to a more favorable maturity date of
         January 3, 2005. The remaining terms of the original note shall remain
         in full force and effect.

                                      F-11
<PAGE>

         In November 2004, Voyager One, Inc. renegotiated with Webb a 24% note
         that matured, with an original principal of $25,000 to a more favorable
         maturity date of January 3, 2005. The remaining terms of the original
         note shall remain in full force and effect.

         In November 2004, Voyager One, Inc. renegotiated with Matz a 24% note
         that matured, with an original principal of $35,000 to a more favorable
         maturity date of January 3, 2005. The remaining terms of the original
         note shall remain in full force and effect.

         In November 2004, Voyager One, Inc. renegotiated with Quest
         Manufacturing, Inc. three (3) 6% notes with a combined original
         principal of $160,000, to more favorable maturity dates of the later of
         March 1, 2005 or ninety (90) days after the effectiveness of Voyager
         One, Inc.'s registration statement filed August 26, 2004. The remaining
         terms of the original note shall remain in full force and effect. Quest
         Manufacturing, Inc. is an entity controlled by Voyager One, Inc.'s CEO,
         John Lichter.

         In November 2004, Voyager One, Inc. renegotiated with Castle Hill
         Advisory Group two (2) 6% notes with a combined original principal of
         $77,627.77 to more favorable maturity dates of the later of March 1,
         2005 or ninety (90) days after the effectiveness of Voyager One, Inc.'s
         registration statement filed August 26, 2004. The remaining terms of
         the original note shall remain in full force and effect. Castle Hill
         Advisory Group is an entity controlled by Voyager One, Inc.'s
         President, Sebastien DuFort.


                                      F-12
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL
EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING,
CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE
COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES
INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF
ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR
ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.

General

         As of February 25, 2004, Voyager One, Inc. (the "Company") acquired
         Silicon Film Technologies, Inc., an Illinois corporation ("Silicon") in
         exchange for 8,597,400 newly issued "restricted" shares of common
         voting stock of the Company and 625,000 "restricted" Series A Preferred
         Stock shares to the Silicon shareholders on a pro rata basis for the
         purpose of effecting a tax-free reorganization pursuant to sections
         351, 354 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as
         amended, pursuant to the Agreement and Plan of Reorganization (the
         "Agreement") by and between the Company, Silicon and Silicon
         shareholders. As a condition of the closing of the share exchange
         transaction, certain shareholders of the Company cancelled a total of
         1,298,400 shares of common stock. Each eight (8) shares of Silicon
         Class A Common Stock have been exchanged for one (1) share of the
         Company's Common Stock and each eight (8) shares of Silicon Class B
         Common Stock have been exchanged for one (1) share of the Company's
         Series A Preferred Stock (based on the total issuance of 8,597,400 the
         Company's shares of Common Stock). Each share of newly issued Company's
         Series A Preferred Stock is entitled to one hundred (100) votes per one
         Series A Preferred Share. Following the closing of the transaction,
         there were 9,375,000 shares of the Company's Common Stock outstanding
         and 625,000 shares of the Company's Series A Preferred Stock
         outstanding. Immediately prior to the Closing, there were 777,600
         shares issued and outstanding (including 181,000 shares approved for
         issuance but not recorded as issued on the books of the transfer
         agent).

         Silicon was incorporated in the state of Illinois on June 28, 2002.
         Silicon is in the business of developing a solution for the
         approximately 73 million 35mm SLR camera owners who are looking for a
         viable digital solution method without having to discard their present
         equipment. The principal key in achieving this objective involves our
         design, development, and sale of electronic film hardware and software
         products for digital imaging applications. Silicon is uniquely

                                       13
<PAGE>

         positioned for success based upon its development of a
         first-of-its-kind technology that enables a conventional 35mm single
         lens reflex (SLR) camera to capture, store, and transfer digital images
         without any modification to the camera. Silicon believes that its
         electronic film system (EFS) and other products are uniquely positioned
         to become industry standards among users desiring the functionality of
         both conventional and digital photography. Silicon's growth is expected
         to be driven by the rapid proliferation of digital imaging, a large
         installed base of conventional 35mm cameras, strong product appeal, a
         highly adaptable, scalable, and defensible product architecture, robust
         marketing and manufacturing strategies, and a talented management and
         product development team.

         The restructuring and re-capitalization has been treated as a reverse
         acquisition with Silicon Film Technologies, Inc. becoming the
         accounting acquirer. The historical financial statements prior to the
         closing of the transaction are those of Silicon Film Technologies, Inc.

         The following discussion should be read in conjunction with selected
         financial data and the financial statements and Notes to financial
         statements.

Plan of Operations

         The Company has sustained net operating losses for the years ended
         December 31, 2003 and 2002 and for the nine months ended September 30,
         2004. For the period of the next 12 months, the Company needs
         additional capital to continue its development and operations. There is
         no guarantee that the Company will be able to raise enough capital or
         generate revenues to sustain its operations.

         Management has received a commitment from Cornell Capital Partners,
         L.P. to provide the Company with up to $21.1 million in financing under
         certain conditions.

         The Company is also exploring other transactions that will fit its
         business model and assist the Company in meeting the demands of the
         research and development and product offering segment of the business.

         The Company upon receiving additional working capital plans to
         significantly increase employees and assets in the form of equipment
         and inventory to execute its business plan.

Results of Operations

         The Company had no revenues for the nine months ended September 30,
         2004. The Company is accounted for as a development stage company.

         Total operating expenses for the three months ended September 30, 2004
         were $639,388 as compared to $75,223 for the three months ended
         September 30, 2003, an increase of $564,165. Total operating expenses
         for the nine months ended September 30, 2004 were $1,810,231 as
         compared to $136,482 for the comparative period in 2003, an increase of
         $1,673,749. The increases are due primarily to insurance costs
         ($46,000), consulting fees ($321,000), legal fees ($118,000), financing
         fees ($108,000), payroll and payroll taxes ($595,000) and a general
         increase in other expenses due to increased activity.

Liquidity And Sources Of Capital

         At September 30, 2004 our cash position required that we actively seek
         additional sources of capital. At September 30, 2004 the Company had a
         cash balance of $3,393 as compared to a cash balance of $24,564 at
         December 31, 2003.

         The Company had negative working capital at September 30, 2004. To date
         the Company has financed operations by loans, issuance of debt
         instruments and issuance of shares of common stock in private
         placements.

                                       14
<PAGE>

ITEM 3.  Controls and Procedures

         Our President and Treasurer/Chief Financial Officer (the "Certifying
         Officer") is responsible for establishing and maintaining disclosure
         controls and procedures and internal controls and procedures for
         financial reporting for the Company. The Certifying Officer has
         designed such disclosure controls and procedures and internal controls
         and procedures for financial reporting to ensure that material
         information is made known to him, particularly during the period in
         which this report was prepared. The Certifying Officer has evaluated
         the effectiveness of the Company's disclosure controls and procedures
         and internal controls and procedures for financial reporting as of June
         30, 2004 and believes that the Company's disclosure controls and
         procedures and internal controls and procedures for financial reporting
         are effective based on the required evaluation. There have been no
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of their
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.


PART II. OTHER INFORMATION

Item 1.  Legal proceedings

         No disclosures are required pursuant to Item 103 of Regulation S-B,
         taking into account Instruction 1 to that Item.

Item 2.  Changes in securities and use of proceeds

         On April 28, 2004, the Company's CEO cancelled 400,000 post stock split
         shares of common stock.

         On April 26, 2004, the Company filed an amendment to its articles of
         incorporation increasing its authorized capital to 200 million shares
         of common stock and 5 million shares of preferred stock, each with a
         par value of $0.001 per share.

Item 3.  Defaults on senior securities           NONE

Item 4.  Submission of items to a vote           NONE

Item 5.  Other information                       NONE

Item 6.

(a) Exhibits


    Exhibit No.     Description

    Exhibit 31      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
                    OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

    Exhibit 32      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
                    OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

b)  Reports on 8K during the quarter: 7/15/04 Form 8-K (Item 5)


                                       15
<PAGE>


SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                VOYAGER ONE, INC.
Date: November 16, 2004

                                By  /s/ John Lichter
                                    --------------------------------------------
                                    Chief Executive Officer

                                By  /s/ Sebastien DuFort
                                    --------------------------------------------
                                    President and Acting Chief Financial Officer



                                       16