May 18, 2005
via U.S. mail
Dean Weber
President and Chief Executive Officer
One Voice Technologies, Inc.
6333 Greenwich Drive, Suite 240
San Diego, California 92122
Re: One Voice Technologies, Inc.
Registration Statement on Form SB-2
Filed April 18, 2005
File No. 333-124132
Form 10-KSB for fiscal year ended December 31, 2004
Form 10-QSB for the quarterly period ending March 31, 2005
File No. 0-27589
Dear Mr. Weber:
This is to advise you that we have conducted a limited review
of
the above filings and have the following comments. Where
indicated,
we think you should revise your documents in response to these
comments. If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments. You
should
respond to the comments to your Exchange Act filings as soon as
possible and not later than May 31, 2005.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form SB-2
General
1. Update your financials statements pursuant to Item 310(g) of
Regulation S-B as required by Item 22 of Form SB-2.
2. Based upon our review of the form of convertible note issued in
connection with the March 18, 2005 private placement, including
Section 2.1 and the Notice of Conversion, are we correct in
believing
that holders of such notes have the right to require that some,
none
or all future interest accrued under the note be paid in the form
of
shares of your common stock? If so, we presume that such holders
are
not proposing to sell shares of common stock under the
registration
statement they would acquire upon conversion of amounts due them
resulting from future accruals of interest. Revise your
registration
statement to make it clear that you are not registering such
shares
and that the prospectus may not be used to sell such shares. In
addition, it appears that the form of the note attached as Exhibit
4.2 to your Form 8-K filed March 24, 2005 inadvertently repeats
the
first page of the note several times. Please file a correct
version
of the note, or confirm that the original note contains this text.
Signature Page
3. Your registration statement must be signed by your controller
or
principal accounting officer in addition to your principal
executive
officer, principal financial officer and a majority of your board
of
directors. If the same person discharges both functions, please
indicate each of the capacities in which the signature is
provided.
Revise accordingly.
Form 10-KSB
4. Your disclosure regarding your internal control over financial
reporting indicates that there have been "no significant changes"
in
your "internal controls or in other factors that could affect
internal controls during [y]our last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
[y]our internal controls over financial reporting." Consistent
with
the requirements of Item 308(c) of Regulation S-K, please confirm
on
a supplemental basis whether there has been "any change" in your
internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of Rule 13a-15 of
the
Exchange Act that occurred during the fiscal quarter that has
materially affected or is reasonably likely to materially affect
your
internal control over financial reporting. Confirm you will
include
such disclosure in future filings. See Item 308(c) of Regulation
S-B
and Release 33-8238.
Form 10-QSB
5. It appears that you have not included the disclosure required
by
Part I of Item 3 (Controls and Procedures) of Form 10-QSB. Amend
your Form 10-QSB to include such information, including the
information discussed in the preceding comment.
* * * * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please contact Perry Hindin, Staff Attorney, at (202) 551-
3444
with any questions. If you require further assistance, you may
contact me at (202) 551-3462 or Barbara C. Jacobs, Assistant
Director
at (202) 551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Office of Computers and Online
Services
cc: P. Hindin
via facsimile
Darrin M. Ocasio, Esq.
(F) (212) 930-9725
One Voice Technologies, Inc.
May 18, 2005
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