April 12, 2006

Mail Room 4561

Dean Weber
President & Chief Executive Office
One Voice Technologies, Inc.
4275 Executive Square #200
La Jolla, CA 92037

	Re:	Item 4.02 Form 8-K
		Filed on April 10, 2006
		File No. 000-27589

Dear Mr. Weber:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have following comment:

1. You indicate that the previously issued financial statements
for
the fiscal year ended December 31, 2004 and 2003 should no longer
be
relied upon.  Please clarify if your interim financials should be
no
longer relied upon as well.  Also, amend to disclose your
anticipated
timing for filing of the restatements.

      You should file your amendment as a Form 8-K/A in response
to
this comment within five business days from the date of letter.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      If you have any questions, please call Kari Jin, Staff
Accountant at (202) 551-3481.


								Sincerely,


								Kari Jin
								Staff Accountant



Mr. Weber
One Voice Technologies, Inc.
April 12, 2006
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