<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 June 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 June 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                     2

Item 3.  Controls and Procedures                                              4

PART II. OTHER INFORMATION                                                    4

Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults On Senior Securities

Item 4.  Submission of Items to a Vote

Item 5.  Other Information

Item 6.

(a) Exhibits
(b) Reports on Form 8K

SIGNATURES AND CERTIFICATES                                                   5

<PAGE>

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                                TABLE OF CONTENTS

Balance Sheets                                                             F-2

Statements of Operations                                                   F-3

Statement of Changes in Stockholders' Equity (Deficit)                     F-4

Statements of Cash Flows                                                   F-5

Notes to Financial Statements                                              F-6


<PAGE>
<TABLE>
<CAPTION>
                                          VOYAGER ONE, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                           BALANCE SHEETS
----------------------------------------------------------------------------------------------------

                                                ASSETS
                                                              JUNE 30, 2004
                                                              (CONSOLIDATED)         DECEMBER 31,
                                                                (UNAUDITED)              2003
                                                              ----------------     ----------------
<S>                                                           <C>                  <C>
Current assets:
    Cash                                                      $         1,268      $        24,564
                                                              ----------------     ----------------

     Total current assets                                               1,268               24,564
                                                              ----------------     ----------------

Property, equipment and software, net                                  47,339               26,535
                                                              ----------------     ----------------

Other assets:
    Due from related party                                                 --               11,250
    Deposit                                                             8,400                8,400
    Domain name                                                        10,000                   --
    Deferred financing costs, net                                     831,250                   --
    Patents, net                                                    1,045,153            1,111,867
                                                              ----------------     ----------------

     Total other assets                                             1,894,803            1,131,517
                                                              ----------------     ----------------

     Total assets                                             $     1,943,410       $     1,182,616
                                                              ================     ================

                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                          $       233,676      $       456,744
    Accrued expenses                                                   52,123                   --
    Accrued interest                                                   51,246               18,978
    Note payable - related party                                      505,000              305,000
    Notes payable                                                     610,000                   --
                                                              ----------------     ----------------

     Total current liabilities                                      1,452,045              780,722
                                                              ----------------     ----------------

Long term note payable                                              1,175,000                   --

Stockholders' equity (deficit):
    Preferred Stock, par value $.001, 5,000,000
      shares authorized, 1,000,000 shares
      issued and outstanding at June 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 June 30, 2004
      and December 31, 2003, respectively                              14,600               13,186
    Additional paid in capital                                      1,194,546            1,078,189
    Stock subscribed not issued, 32,000 shares                          1,000                   --
    Deficit accumulated during development stage                   (1,894,781)            (690,481)
                                                              ----------------     ----------------

     Total stockholders' equity (deficit)                            (683,635)             401,894
                                                              ----------------     ----------------

     Total liabilities and stockholders' equity (deficit)     $     1,943,410      $     1,182,616
                                                              ================     ================

                            See accompanying notes to financial statements

                                                F-2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                   VOYAGER ONE, INC.
                                             (A DEVELOPMENT STAGE COMPANY)
                                                STATEMENTS OF OPERATIONS
                                                      (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------
                                                                                                           Cumulative
                                For the three months ended June 30,  For the six months ended June 30,    amounts from
                                -----------------------------------  ---------------------------------      inception
                                                                                                         (June 28, 2002)
                                                                                                             through
                                      2004                                2004                            June 30, 2004
                                  (consolidated)        2003          (consolidated)        2003          (consolidated)
                                  -------------     -------------     -------------     -------------     -------------
<S>                               <C>               <C>               <C>               <C>               <C>
Operating expenses:
    Amortization                  $     57,107      $     33,357      $     90,464      $     55,595      $    212,769
    Automobile expense                   4,857                --            10,132                --            20,532
    Bank service charge                    847               299             1,622               299             2,121
    Depreciation                         2,724                --             5,179                --             6,221
    Equipment rent                      25,014                --            34,682                --            34,682
    Licenses and permits                 4,062                --             4,515                --             4,515
    Insurance                           23,644                --            46,157                --            46,157
    Office supplies                     67,782                81            84,310                81            93,315
    Postage and delivery                 2,186                --             5,890                --             6,264
    Product development                 59,006                --            71,462                --            71,462
    Consulting                         144,708             5,000           360,355             5,000           803,210
    Legal fees                          23,669               284            56,417               284            81,486
    Payroll and payroll taxes          176,262                --           300,923                --           301,038
    Rent                                24,062                --            41,360                --            58,685
    Repairs                              1,718                --             3,801                --             4,965
    Supplies                                25                --             5,025                --             5,520
    Telephone                            8,054                --            16,462                --            19,756
    Travel and entertainment            12,708                --            28,135                --            55,953
    Utilities                            2,060                --             3,952                --             4,941
                                  -------------     -------------     -------------     -------------     -------------

Total operating expenses and
loss from operations                   640,495            39,021         1,170,843            61,259         1,833,592
                                  -------------     -------------     -------------     -------------     -------------

Interest expense                       (24,052)               --           (33,457)               --           (61,189)
                                  -------------     -------------     -------------     -------------     -------------

Net loss before income taxes          (664,547)          (39,021)       (1,204,300)          (61,259)       (1,894,781)
                                  -------------     -------------     -------------     -------------     -------------

Provision for income taxes                  --                --                --                --                --
                                  -------------     -------------     -------------     -------------     -------------

Net loss                          $   (664,547)     $    (39,021)     $ (1,204,300)     $    (61,259)     $ (1,894,781)
                                  =============     =============     =============     =============     =============

Net loss per share                $      (0.05)     $         --      $      (0.08)     $         --
                                  =============     =============     =============     =============

Weighted average number of
  common shares outstanding         14,718,681        12,900,086        14,397,455        12,370,377
                                  =============     =============     =============     =============

                                     See accompanying notes to financial statements

                                                          F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                              PREFERRED STOCK               COMMON STOCK
                              ---------------               ------------
                                                                                                            DEFICIT
                                                                                                           ACCUMULATED     TOTAL
                          NUMBER         PAR         NUMBER         PAR        ADDITIONAL      STOCK         DURING    STOCKHOLDERS'
                            OF          VALUE          OF          VALUE        PAID-IN      SUBSCRIBED    DEVELOPMENT     EQUITY
                          SHARES       $ .001        SHARES        $.001        CAPITAL      NOT ISSUED      STAGE       (DEFICIT)
                        ------------ ------------ ------------  ------------  ------------  ------------ ------------  ------------
<S>                       <C>        <C>           <C>          <C>           <C>           <C>          <C>           <C>
Balance at
  inception -
  June 28,2002                   --  $        --           --   $        --   $        --   $        --  $        --   $        --

Issuance of
  stock for
  professional                   --           --          200            --         1,000            --           --         1,000
  services

Net loss during
  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)        1,000           --       (32,804)
Issuance of shares for
  services                       --           --      289,600           290         8,785            --           --         9,075
Cancellation of shares           --           --     (400,000)         (400)          400            --           --            --

Net loss                         --           --           --            --            --            --   (1,204,300)   (1,204,300)
                        ------------ ------------ ------------  ------------  ------------  ------------ ------------  ------------

Balance at June 30,
   2004 (consolidated)
   (unaudited)            1,000,000  $     1,000   14,600,000   $    14,600   $ 1,194,546   $     1,000  $(1,894,781)  $  (683,635)
                        ============ ============ ============  ============  ============  ============ ============  ============

                                           See accompanying notes to financial statements

                                                                 F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                    Cumulative
                                                                                                   amounts from
                                                                                                    inception
                                                         For the six                             (June 28, 2002)
                                                         months ended        For the six             through
                                                        June 30, 2004        months ended         June 30, 2004
                                                        (consolidated)       June 30, 2003        (consolidated)
                                                       ----------------     ----------------     ----------------
<S>                                                    <C>                  <C>                  <C>
Cash flows from operating activities:
   Net loss                                            $    (1,204,300)     $       (61,259)     $    (1,894,781)
Adjustments to reconcile net loss to net cash used
   in operating activities:
    Amortization and depreciation                               95,725               55,595              219,072
    Issuance of common stock for services                        9,075                   --               10,075
Changes in assets and liabilities:
    Increase in deposits                                            --                   --               (8,400)
    Increase in accounts payable                              (223,068)              76,206              233,676
    Increase in accrued expenses                                52,123                   --               52,123
    Increase in accrued interest                                32,268                   --               51,246
                                                       ----------------     ----------------     ----------------

       Net cash provided by (used in)
          operating activities                              (1,238,177)              70,542           (1,336,989)
                                                       ----------------     ----------------     ----------------

Cash flows from investing activities:
    Payment received from related party                         11,250                   --                   --
    Acquisition of  fixed assets                               (26,065)                  --              (53,642)
    Acquisition of patents                                          --             (465,922)            (465,922)
    Acquisition of domain name                                 (10,000)                  --              (10,000)
                                                       ----------------     ----------------     ----------------

        Net cash used in investing activities                  (24,815)            (465,922)            (529,564)
                                                       ----------------     ----------------     ----------------

Cash flows from financing activities:
    Stock subscribed not issued                                  1,000                   --                1,000
    Recapitalization                                           (33,804)                  --              (33,804)
    Issuance of common stock for cash                          142,500                   --              390,000
    Issuance of common stock for financing                          --                   --                5,625
    Issuance of notes payable                                1,190,000              473,000            1,650,000
    Payment on note payable                                    (60,000)             (70,000)            (145,000)
                                                       ----------------     ----------------     ----------------

        Net cash provided by financing activities            1,239,696              403,000            1,867,821
                                                       ----------------     ----------------     ----------------

Net increase (decrease) in cash                                (23,296)               7,620                1,268

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

Cash, end of period                                    $         1,268      $         7,620      $         1,268
                                                       ================     ================     ================

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         $       (32,804)     $            --      $       (32,804)
                                                       ================     ================     ================
    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                                 $       855,000      $            --      $       855,000
                                                       ================     ================     ================

                                  See accompanying notes to financial statements

                                                       F-5
</TABLE>

<PAGE>

                                VOYAGER ONE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 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 six months ended June 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.

         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.

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.

                                       F-6

<PAGE>

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

3.       CAPITAL STOCK (Continued)
         -------------------------

         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. The stock options expire in 2009. 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).

         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.

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

         In May 2004, Voyager One, Inc. entered into a Securities Purchase
         Agreement pursuant to which Cornell Capital Partners agreed to purchase
         $1,100,000 of 5% secured, convertible debentures. As of June 30, 2004,
         Voyager One, Inc. has received gross proceeds of $400,000. 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, $250,000 within 5 business days
         of Voyager One, Inc.'s filing a registration statement with the
         Securities and Exchange Commission 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

                                       F-7

<PAGE>

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

5.       CONVERTIBLE DEBENTURES (Continued)
         ----------------------------------

         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.

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

         On June 1, 2004, Voyager One, Inc. issued an unsecured 6%, $60,000 note
         payable with principal and interest due October 28, 2004 to Castle Hill
         Advisory Group. This note payable became effective from the
         restructuring of debt in the form of accounts payable for management
         services rendered by Castle Hill Advisory Group into a note payable.
         Castle Hill Advisory Group is an entity controlled by Voyager One,
         Inc.'s President, Sebastien DuFort.

         On June 1, 2004, Voyager One, Inc. issued an unsecured 6% notes payable
         for $60,000 with principal and interest due October 28, 2004 to Quest
         Manufacturing, Inc. This note payable became effective from the
         restructuring of debt in the form of accounts payable for management
         services rendered by Quest Manufacturing, Inc. into a note payable.
         Quest Manufacturing, Inc. is an entity controlled by Voyager One,
         Inc.'s CEO, John Lichter.

         On June 1, 2004, Voyager One, Inc. issued an unsecured 12%, $200,000
         note payable with principal and interest due October 28, 2004 to Lake &
         Associates. This note payable became effective from the restructuring
         of debt in the form of accounts payable for services rendered by Lake &
         Associates into a note payable.

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

                                       F-8

<PAGE>

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

7.       STANDBY EQUITY DISTRIBUTION AGREEMENT (Continued)
         -------------------------------------------------

         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 July 2004, Voyager One, Inc. renegotiated two (2) notes that
         matured, with a combined original principle of $60,000, to a more
         favorable maturity date of November 1, 2004. Partial interest payments
         have been made against these notes.

         In July 2004, Voyager One, Inc. issued unsecured 6% note payable for
         $80,000 with principal and interest due October 28, 2004 to Quest
         Manufacturing, Inc. This note payable became effective from the
         restructuring of debt in the form of accounts payable for management
         services rendered by Quest Manufacturing, Inc. into a note payable.
         Quest Manufacturing, Inc. is an entity controlled by Voyager One,
         Inc.'s CEO, John Lichter.

         In July 2004, Voyager One, Inc. issued an unsecured 12%, $38,500 note
         payable with principal and interest due August 27, 2004.

         In July 2004, Voyager One, Inc. received notice from a non affiliate,
         requesting cancellation of their subscription agreement in the amount
         of $1,000.00. These shares were never issued. The party was refunded
         the amount of the subscription in August, 2004.

         In August 2004, Voyager One, Inc. renegotiated two (2) notes that
         matured, with a combined original principle of $100,000, to a more
         favorable maturity date of November 1, 2004. Partial principle and
         interest payments have been made against one these notes. The balance
         owed against these notes is $90,000 plus any unpaid accrued interest.

         In August 2004, Voyager One, Inc. issued an unsecured 24%, $60,000.00
         note payable with principal and interest due December 31, 2004.

                                       F-9
<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

                                       2
<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 three months ended June 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 three months ended June 30, 2004
         and for the three months ended June 30, 2003. The Company is accounted
         for as a development stage company.

         Total operating expenses for the three months ended June 30, 2004 were
         $640,245 as compared to $39,021 for the three months ended June 30,
         2003, an increase of $601,224. Total operating expenses for the six
         months ended June 30, 2004 were $1,170,843 as compared to $61,259 for
         the comparative period in 2003, an increase of $1,109,584. The
         increases are due primarily to insurance costs, consulting fees, legal
         fees, financing fees, payroll and payroll taxes and a general increase
         in other expenses due to increased activity.

Liquidity And Sources Of Capital

         At June 30, 2004 our cash position required that we actively seek
         additional sources of capital. At June 30, 2004 the Company had a cash
         balance of $1,268 as compared to a cash balance of $24,564 at December
         31, 2003.

                                       3
<PAGE>

         The Company had negative working capital at June 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.

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: Form 8-K (Item 4), Form 8-K (Items 1,2
    and 7), Form 8-K/A (Item 7).

                                       4
<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: August 26, 2004

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

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