****


**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
D.C. 20549**











**FORM
10-K/A**


**Amendment
No. 1**


****


**x** **ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For the
fiscal year ended June 30, 2004


****


** ̈** **TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For the
transition period from  to





Commission
File Number 0-021403





**VOXWARE,
INC.**


**(Exact
Name of Registrant as Specified in Its Charter)**





**Delaware**
    
    **36-3934824****(State
      or Other Jurisdiction of**
      **Incorporation
      or Organization)**
    
    **(I.R.S.
      Employer**
      **Identification
      No.)**





**Lawrenceville
Office Park**


**168
Franklin Corner Road**


**Lawrenceville,
NJ 08648**


**609-514-4100**


**(Address,
including zip code, and telephone number (including area code) of registrant’s
principal executive office)**





**Securities
registered pursuant to Section 12(b) of the Act:**





**NONE**





**Securities
registered pursuant to Section 12(g) of the Act:**





**COMMON
STOCK, $.001 par value per share**





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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
the past 90 days: Yes x No  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, 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-K or any amendment to this
Form 10-K.  ̈





Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) Yes  ̈ No x





The
aggregate market value of the common voting stock held by non-affiliates of the
registrant was approximately $1,679,000 as of June 30, 2004, based upon the
closing sale price of the common stock as quoted on the Nasdaq OTC Bulletin
Board.





The
number of shares of the registrant’s common stock outstanding as of September
22, 2004 is 48,011,955.






















**DOCUMENTS
INCORPORATED BY REFERENCE**





The
information required by Part III is incorporated by reference from the Company’s
definitive proxy statement for the 2004 Annual Meeting of
Stockholders.





**EXPLANATORY
NOTE**





This
Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year
ended June 30, 2004 is filed to update one risk factor and add another risk
factor to the section “Risk Factors” in Item 1, and update Item 9A “Controls and
Procedures” to conform with the views of Securities And Exchange Commission’s
Office of the Chief Accountant and the Division of Corporation Finance as
outlined in question 5 of their “Management’s Reports On Internal Control Over
Financial Reporting and Disclosure in Exchange Act Periodic Reports Frequently
Asked Questions” of June 22, 2004.





**Part
1**


**Item
1 Business - Risk Factors**





The risk
factor identified as “We may be in violation of Section 5 of the Securities Act
and consequently certain purchasers may have rescission rights as to securities
acquired” is replaced in its entirety with the following **:**





**We
may be in violation of Section 5 of the Securities Act and consequently certain
purchasers may have rescission rights as to securities
acquired.**Pursuant
to the transaction documents relating to our Series D Private Placements
consummated in June 2003 and April 2004, we agreed to provide certain
registration rights to the purchasers. Accordingly, we filed a registration
statement in a timely manner as required by the transaction documents and have
received comments from the Securities and Exchange Commission regarding, among
other things, a potential violation of Section 5 of the Securities Act in
connection with our April 2004 Series D Private Placement. On November 14, 2003,
we filed such initial registration statement on Form S-2. We subsequently
amended that registration statement on June 25, 2004 to increase the number of
shares to be registered as a result of transactions consummated by the Company
in December 2003 and April 2004 after the initial filing date of such
registration statement. These sales occurred after the filing of the initial
registration statement which was not yet declared effective, and we attempted to
add these shares to the pending registration statement. If such action was held
by a court or other governmental body to be a violation of the Act, we could be
required to repurchase the shares sold to the purchasers in the Series D Private
Placement at the original purchase price, plus statutory interest from the date
of purchase for a period of one year following the date of
violation.
****





The
following Risk Factor is added:





**Our
auditors have determined that there is a material weakness in our internal
controls over financial reporting. Our controls may be insufficient to detect in
a timely manner misstatements that could occur in our financial statements in
amounts that may be material** ***.*** In
connection with their audit of our financial statements for the fiscal year
ended June 30, 2004, our independent auditors reported a material weakness in
our internal controls over financial reporting. A material weakness is a
reportable condition in which the design or operation of one or more internal
control components does not reduce to a relatively low level the risk that
misstatements caused by error or fraud, in amounts that would be material in
relation to the financial statements being audited, may occur and not be
detected within a timely period by employees in the normal course of performing
their assigned functions.





The
material weakness reported for fiscal year 2004 related to the fact that we did
not have sufficient competent accounting personnel that resulted in deficiencies
in processes relating to account analyses and reconciliations, including lack of
timely management review. For
example, the lack of timely management review contributed to a restatement of
the Form 10-K for the year ended June 30, 2003 and the restatements of the Form
10-Qs for the quarters ended September 30, 2003 and December 31, 2003. In
addition, these issues contributed to our need to file an extension of time to
file our Form 10-K for the year ended June 30, 2004. Our auditors advised us
that they consider these matters to be “material weaknesses” that, by themselves
or in combination, result in a more than remote likelihood that a material
misstatement in our financial statements will not be prevented or detected by
our employees in the normal course of performing their assigned
functions.





We have
taken steps to improve the controls in this area. For
example, we consolidated our financial reporting functions and hired a new Chief
Financial Officer in June 2004, a new Controller in December 2004 and a new
Accounting Manager in January 2005, and we plan to add accounting personnel to
oversee internal controls for financial reporting. The implementation of this
process began during the fourth quarter of fiscal 2004 and is expected to be
completed during the fourth quarter of fiscal 2005. We do not believe that the
costs associated with consolidating the reporting process and the hiring of the
new personnel will have a material adverse affect on our financial condition
because these employees replaced former employees and former consultants
performing similar functions. However, despite these steps,we may
experience reportable conditions and material weaknesses in the future, which,
if not remediated, may render us unable to detect in a timely manner
misstatements that could occur in our financial statements in amounts that may
be material. We cannot assure you that our auditors will determine that the
material weakness has been remedied by the end of our fiscal year ended June 30,
2005.











**Item
9A Controls and Procedures**





Section
Item 9A Controls and Procedures is replaced in its entirety with the
following:








The
Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in its Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to the Company’s management, including its Chief Executive Officer and its Chief
Financial Officer/Principal Accounting Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.













In
connection with the completion of its audit of, and the issuance of an
unqualified report on, the Company’s consolidated financial statements for the
fiscal year ended June 30, 2004, the Company’s independent auditors, BDO
Seidman, LLP (“BDO”), communicated to the Company’s Audit Committee that the
following matters involving the Company’s internal controls and operation were
considered to be “reportable conditions”, as defined under standards established
by the American Institute of Certified Public Accountants, or AICPA:





At
various times during the year the Company did not have sufficient competent
accounting personnel, and as a result processes relating to account analyses and
reconciliations including lack of timely management review, contributed to the
restatement of prior year Form 10-K and the restatements of the September 30,
2003 and December 31, 2003 Form 10-Qs. In addition, these issues contributed to
the Company’s need to file an extension of time to file its 2004 Form 10-K.





Reportable
conditions are matters coming to the attention of the independent auditors that,
in their judgment, relate to significant deficiencies in the design or operation
of internal controls and could adversely affect the Company’s ability to record,
process, summarize and report financial data consistent with the assertions of
management in the financial statements. In addition, BDO has advised the Company
that they consider these matters, which are listed above, to be “material
weaknesses” that, by themselves or in combination, result in a more than remote
likelihood that a material misstatement in our financial statements will not be
prevented or detected by our employees in the normal course of performing their
assigned functions.





As
required by SEC Rule 13a-15(b), the Company carried out an evaluation, under the
supervision and with the participation of its management, including its Chief
Executive Officer who joined in January 2004 and Chief Financial Officer who
joined in June 2004, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures as of June 30, 2004. Based on the
foregoing, the Company’s new Chief Executive Officer and new Chief Financial
Officer have determined that for the period ended June 30, 2004, the Company’s
disclosure controls and procedures were not effective at a reasonable assurance
level based upon deficiencies identified by BDO. The Company is actively seeking
to remedy these deficiencies. This process is ongoing, and includes the
following:





• The
Company decided to consolidate its financial reporting in its Lawrenceville, New
Jersey facility, which will roll up financial information on a real-time basis.
The implementation of that process began during the fourth quarter of fiscal
2004 and is expected to be completed during the third quarter of fiscal 2005.
The Company believes this consolidation will provide more timely operating
information, a more efficient system of checks and balances to assure accurate
reporting of detailed transactions, and more efficient month-end closing
procedures to provide a comprehensive internal review before financial
information is considered final.





• To
facilitate the consolidation of the reporting process, the Company hired a new
Controller in December 2004, reporting to the Chief Financial Officer, who will
oversee and control the timely and accurate capture of monthly data. In addition
to the Controller, a new Accounting Manager was hired in January 2005 and one
additional accounting support staff will be hired to augment the existing team.
Costs associated with consolidating the reporting process will not have a
material adverse affect on the financial condition of the Company.





Other
than for the matters discussed above, there were no changes during the fiscal
year ended June 30, 2004 in the Company’s internal control over financial
reporting or in other factors that materially affected, or are reasonably likely
to materially affect, the Company’s internal controls over financial
reporting.











****


**Exhibits**





31.1 Certification
of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.


31.2 Certification
of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002


32.1 Certification
of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.


32.2 Certification
of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002








****
 ****
 **S** **IGNATURES**




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





Date: March 31,
2005





**VOXWARE, INC.**(Registrant)By: /s/ Thomas J. Drury,
      Jr.Thomas
      J. Drury, Jr., PresidentChief
      Executive Officer and Director(Principal Executive Officer)By: /s/ Paul CommonsPaul
      Commons, Chief Financial Officer(Principal
      Financial Officer andPrincipal Accounting Officer)













**SIGNATURES**





Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Date:
March 31, 2005





**VOXWARE, INC.**(Registrant)By:
      /s/ Thomas J. Drury,
      Jr.Thomas J. Drury, Jr., PresidentChief Executive Officer and
  DirectorBy:
      /s/ Paul
      CommonsPaul Commons, Chief Financial
    Officer(Principal
      Financial Officer and
      Principal
      Accounting Officer)By:
      /s/ Joseph A.
      AllegraJoseph A. Allegra, DirectorBy:
      /s/ Michael
      JanisMichael Janis, DirectorBy:
      /s/ David B.
      LeviDavid B. Levi, DirectorBy:
      /s/ Ross T.
      MartinsonRoss T. Martinson, DirectorBy:
      /s/ Donald R.
      CaldwellDonald R. Caldwell,
Director