SICHENZIA ROSS FRIEDMAN FERENCE LLP
ATTORNEYS AT LAW
April 19, 2006
VIA EDGAR
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Mail Room 4561
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Kari Jin, Staff Accountant
Re: One Voice Technologies, Inc.
Item 4.02 Form 8-K filed April 10, 2006 (File No. 000-27589)
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of
the Commission as set forth in the comment letter of April 12, 2006 relating to
the Item 4.02 Current Report on Form 8-K of One Voice Technologies, Inc. (the
"Company"). On behalf of the Company, we respond as follows.
1. You indicate that the previously issued financial statements for 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 the anticipated timing for filing
of the restatements.
Response:
The Company has determined that the interim financial statements should
no longer be relied upon as well. In addition, we have revised to disclose that
the Company filed the restatements with the Commission on April 17, 2006.
In addition to the foregoing, the Company hereby confirms and
acknowledges that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o 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
o 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.
Very truly yours,
/s/ Eric A. Pinero
Eric A. Pinero, Esq.