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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB/A

Amendment No. 1



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|x | Annual report under Section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------



For the fiscal year ended March 31, 2004



| ̈ | Transition report under Section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | -----------------------------------------------------------------------------------



For the transition period from  to



Commission File Number 33-92894



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PREFERRED VOICE, INC.

(Name of Small Business Issuer in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 75-2440201                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|6500 Greenville Avenue                   |  |           
|Suite 570                                |  |           
|Dallas, Texas                            |  | 75206     
|(Address of Principal Executive Offices) |  | (Zip code)



214-265-9580

(Issuers Telephone Number, Including Area Code.)



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Securities registered under Section 12(b) of the Exchange Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on Which Registered
|                   
|NONE                |  | N/A                                      



Securities
registered under Section 12(g) of the Exchange Act: None (Title of class)



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Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the past 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 past 90
days.    Yes  x    No ̈



Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. :



State issuers revenues for its most recent fiscal year: $1,631,785



The aggregate market value of the voting and non-voting stock held by
non-affiliates of the registrant as of June 25, 2004 was approximately $4,164,527. For purposes of this computation, all executive officers, directors and 10% stockholders were deemed affiliates. Such a determination should not be construed as an
admission that such executive officers, directors or 10% stockholders are affiliates.



As of June 25, 2004, there were 29,607,493 shares of the common stock, $0.001 par value, of the registrant issued and 29,584,993 shares outstanding.



Transitional Small Business Disclosure Format:    Yes ̈No  x



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Explanatory Note: This Amendment No. 1 to the Annual Report on Form 10-KSB for Preferred Voice, Inc. (the
Company) for the year ended March 31, 2004 is being filed to add the information set forth in the succeeding paragraph to the end of Item 9. This Form 10-KSB/A does not update any of the disclosures contained in the original filing to
reflect any events that occurred at a later date. Further, the filing of this 10-KSB/A does not constitute an admission that the original filing, when made, included any untrue statement of a material fact or omitted to state a material fact
necessary to make a statement not misleading.



Item 9. Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.



The Board of Directors has adopted a code of business ethics that applies to its directors, officers and management employees generally. A copy of this code of business ethics may be obtained, at no cost, by writing
or telephoning the Company at the following:



Preferred Voice, Inc.

6500 Greenville Avenue, Suite 570

Dallas, Texas 75206

214-265-9580

Attn: Secretary



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SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-KSB/A to be
signed on its behalf by the undersigned thereto duly authorized.



|                      |  |                       |  |                           
|--------------------- |  | --------------------- |  | --------------------------
|                      |  | Preferred Voice, Inc.
|                      |  | (Registrant)         
|                      |  |                      
|Date: August 10, 2004 |  | By:                   |  | /s/ Latif M. Nathani      
|                      |  |                       |  | Latif M. Nathani, Chairman



Pursuant to the
requirements of the Securities Exchange Act of 1934, this annual report on Form 10-KSB/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                     |  |                                                                                                                  |  |                
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ---------------
|SIGNATURE            |  | TITLE                                                                                                            |  | DATE           
|                     |  |                                                                                                                 
|/s/ Latif M. Nathani |  | Chairman and Chief Executive Officer (Principal Executive Officer)                                               |  | August 10, 2004
|Latif M. Nathani     |  |                                                                                                                 
|                     |  |                                                                                                                 
|/s/ G. Ray Miller    |  | Director                                                                                                         |  | August 10, 2004
|G. Ray Miller        |  |                                                                                                                  |  |                
|                     |  |                                                                                                                 
|/s/ Mary G. Merritt  |  | Secretary, Treasurer, Executive Vice PresidentFinance and Director (Principal Financial and Accounting Officer) |  | August 10, 2004
|Mary G. Merritt      |  |                                                                                                                 
|                     |  |                                                                                                                 
|/s/ Scott Ogilvie    |  | Director                                                                                                         |  | August 10, 2004
|Scott Ogilvie        |  |                                                                                                                  |  |