[Sichenzia Ross Friedman Ference LLP LETTERHEAD]
July 1, 2005
VIA EDGAR
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Mark P. Shuman, Branch Chief - Legal
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: ONE VOICE TECHNOLOGIES, INC.
Amendment No. 1 to Registration Statement on Form SB-2
Filed June 3, 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. Shuman:
This firm is special securities counsel to One Voice Technologies, Inc.
("ONEV" or the "Company") in connection with the above-referenced matters.
Enclosed for filing is ONEV's Amendment No. 2 to its Form SB-2, Form 10-KSB/A
for the fiscal year ended December 31, 2004, and Form 10-QSB/A for the quarterly
period ending March 31, 2005, each for filing. Below, please find our responses
to comments which we received pursuant to certain voicemail messages and
telephone conversations with Mr. Perry Hindin, SEC staff attorney, on or about
June 29, 2005.
FORM SB-2
General
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1. Please supplementally confirm that the terms of the form of convertible
note which you re-filed as an exhibit to your current report on Form
8-K/A are the same for each noteholder. Please refer to Instruction 2
to Item 601 of Regulation S-B.
Response:
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We can confirm that other than the name of each individual holder,
their respective facsimile numbers and the principal amount of each convertible
note, the terms of the convertible notes are exactly the same for each investor
as set forth in Exhibit 4.2 to the Company's Current Report on Form 8-K/A filed
with the SEC on June 3, 2005.
In addition, we have revised the Company's registration statement on
Form SB-2 to disclose the amount invested by each individual noteholder pursuant
to the March 2005 private placement.
Signature Page
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2. 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.
Response:
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We have revised the signature page of the Company's registration
statement, annual report on Form 10-KSB/A for the fiscal year ended December 31,
2004 and quarterly report on Form 10-QSB/A for the quarter ended March 31, 2005
to include the signature of the Company's principal accounting officer in
addition to its principal executive officer, principal financial officer and all
of the Company's board of directors
Should you have any questions, please do not hesitate to contact the
undersigned at 212-930-9700.
Sincerely,
/S/ ERIC A. PINERO
Eric A. Pinero, Esq.