<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                Amendment No. 1
                                      to
                                  FORM 10-KSB

Annual Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934
                     For the year ended December 31, 2000

                        Commission File Number 0-27589

                         ONE VOICE TECHNOLOGIES, INC.
                         ----------------------------
                (Name of Small Business Issuer in its Charter)



             NEVADA                                       95-4714338
             ------                                       ----------

(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)


6333 Greenwich Drive, Ste 240, San Diego CA                  92122
-------------------------------------------                  -----
 (Address of principal Executive Offices)                  (Zip Code)


      (858) 552-4466                                     (858) 552-4475
      --------------                                     --------------
(Issuer's Telephone Number)                       (Issuer's Facsimile Number)



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

                          Common Stock-$.001 Par Value
                          ----------------------------
                               (Title of Class)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter periods that the registrant was required to file such reports), and (2)
had been subject to such filing requirements for the past 90 days.


                             Yes  X         No
                                 ---           ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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.
                                       ---

The issuer's revenues for the year ended December 31, 2000 were  $57,193.

The approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of December 31, 2000, based on the average of
the closing bid and asked prices of one share of the Common Stock of the
Company, as reported on December 31, 2000 was $17,486,062.
<PAGE>

                         ONE VOICE TECHNOLOGIES, INC.
                       (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF CASH FLOWS

               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>

                                                                                                From inception on
                                                           Year ended          Year ended      January 1, 1999 to
                                                       December 31, 2000   December 31, 1999    December 31, 2000
                                                       ------------------  ------------------  -------------------
<S>                                                    <C>                 <C>                 <C>
Cash flows provided by (used for)
 operating activities:
  Net loss                                                   $(9,397,620)        $(1,782,215)        $(11,179,835)
                                                             -----------         -----------         ------------
 Adjustments to reconcile net loss to net
  cash provided by operating activities:
      Depreciation and amortization                            1,029,990             126,255            1,156,245
      Amortization of discount on note payable                    63,583                  --               63,583
      Options issued in exchange for services                    199,311                  --              199,311
      Warrants issued in exchange for services                    55,000                  --               55,000

 Changes in operating assets and liabilities:
  (Increase) decrease in assets:
      Licensing revenue receivable                              (250,000)                 --             (250,000)
      Advertising revenue receivable                             (75,000)                 --              (75,000)
      Inventory                                                 (115,875)                 --             (115,875)
      Prepaid advertising                                       (183,331)                 --             (183,331)
      Prepaid mailing lists                                     (750,000)                 --             (750,000)
      Prepaid expenses                                          (253,256)                 --             (253,256)
      Deposits                                                   (41,091)             (6,896)             (47,987)

  Increase (decrease) in liabilities:
      Accounts payable and accrued expenses                      391,780             406,894              798,674
      Deferred revenue                                           306,250                  --              306,250
                                                             -----------         -----------         ------------

          Total adjustments                                      377,361             526,253              903,614
                                                             -----------         -----------         ------------

          Net cash used for operating activities              (9,020,259)         (1,255,962)         (10,276,221)
                                                             -----------         -----------         ------------

Cash flows used for investing activities:
  Purchase of property and equipment                          (1,169,499)           (153,962)          (1,323,461)
  Software licensing                                            (679,314)           (459,995)          (1,139,309)
  Software development costs                                  (1,129,928)           (168,018)          (1,297,946)
  Trademarks                                                    (207,986)                 --             (207,986)
  Patents                                                        (21,394)            (33,956)             (55,350)
  Loan fees                                                     (200,000)                                (200,000)
  Increase in escrow account                                          --            (200,000)            (200,000)
                                                             -----------         -----------         ------------

          Net cash used for investing activities              (3,408,121)         (1,015,931)          (4,424,052)
                                                             -----------         -----------         ------------

Cash flows provided by (used for) financing
 activities:
  Proceeds from issuance of common stock, net                 13,926,017           2,971,878           16,897,895
  Retirement of common stock, net                                     --             (10,000)             (10,000)
  Proceeds from (payments on) loan payable,
    officer-stockholder                                           (4,500)              4,500                   --
  Proceeds from (payments on) loan payable, officer              (10,000)             10,000                   --
  Proceeds from loans payable                                         --             200,000              200,000
  Proceeds from convertible note payable                       2,000,000                  --            2,000,000
                                                             -----------         -----------         ------------

          Net cash provided by financing activities           15,911,517           3,176,378           19,087,895
                                                             -----------         -----------         ------------

</TABLE>
                                  (Continued)

See accompanying independent auditors' report and notes to financial statements.

                                                                               5

<PAGE>
ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K

References to "the Company" in this Exhibit List mean One Voice Technologies,
Inc., a Nevada corporation.

 Exhibit No.    Description
-------------   ---------------------------------------------------------------
                PLANS OF ACQUISITION

     2.1        Merger Agreement and Plan of Reorganization with Conversational
                Systems, Inc. dated June 22, 1999.*

                ARTICLES OF INCORPORATION AND BYLAWS

     3.1        Articles of Incorporation of Belridge Holdings Corp. filed with
                the Nevada Secretary of State on August 23, 1995 (incorporated
                by reference to Exhibit 3(i) to our Form 10-SB filed October 7,
                1999).

     3.2        Certificate of Amendment of Articles of Incorporation of
                Belridge Holdings Corp. changing its name to Dead On, Inc.
                (incorporated by reference to Exhibit 3(i) to our Form 10-SB
                filed October 7, 1999). The Certificate originally filed on
                September 25, 1998, was canceled and re-filed with the Nevada
                Secretary of State on June 10, 1999.

     3.3        Articles of Merger for the merger of Conversational Systems,
                Inc. into Dead On, Inc. filed with the Nevada Secretary of State
                on July 14, 1999 with supporting documents (incorporated by
                reference to Exhibit 2 to our Form 10-SB, filed October 7,
                1999). This document changed the name of the surviving entity,
                Dead On, Inc., to ConversIt.com, Inc.

     3.4        Certificate of Amendment of Articles of Incorporation of
                ConversIt.com, Inc. changing its name to One Voice Technologies,
                Inc. (incorporated by reference to Exhibit 2 to our Form 10-SB
                filed October 7, 1999).

     3.5        Bylaws of Belridge Holdings Corp. (incorporated by reference
                to Exhibit 3(ii) of our Form 10-SB, filed October 7, 1999).

     3.6        Amendment to Bylaws dated July 11, 2000 (excerpted)
                (incorporated by reference to Exhibit 4.3 of our Form S-8, filed
                October 3, 2000).
<PAGE>

 Exhibit No.    Description
-------------   ---------------------------------------------------------------
                INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS

     4.1        Common Stock Purchase Warrant with Veritas SG Investments from
                the January 2000 offering.*

     4.2        Form of Common Stock Purchase Warrant from the March 2000
                offering.*

     4.3        Securities Purchase Agreement ("SPA") with Nevelle Investors LLC
                dated October 3, 2000, and Form of Debenture (Exhibit A to the
                SPA), Form of Warrant (Exhibit B to the SPA), Conditional
                Warrant dated October 3, 2000 (Exhibit C to the SPA) and
                Registration Rights Agreement dated October 3, 2000 (Exhibit E
                to the SPA), each with Nevelle Investors LLC (incorporated by
                reference to Exhibit 4 to our Form 10-QSB, filed November 14,
                2000).

                MATERIAL CONTRACTS

    10.1        Employment Agreement with Dean Weber dated July 14, 1999
                (incorporated by reference to Exhibit 10 to our Form 10-SB,
                filed October 7, 1999). This agreement was amended on April 10,
                2000, to increase Mr. Weber's annual salary to $252,000.

    10.2        Consulting Agreement with KJN Management Ltd. For the services
                of Rahoul Sharan dated July 14, 1999 (incorporated by reference
                to Exhibit 10 to our Form 10-SB, filed October 7, 1999). This
                agreement was amended on April 10, 2000, to increase the annual
                consulting fee to $180,000.

    10.3        Software Agreement with IBM/OEM dated September 21, 1999.*

    10.4        Software License Agreement with Philips Spech Processing dated
                March 3, 2000.*

    10.5        Amended and Restated 1999 Stock Option Plan.**
<PAGE>



 Exhibit No.    Description
------------    ---------------------------------------------------------------
                CONSENTS OF EXPERTS AND COUNSEL

    23.1        Consent of independent auditors.**

Reports filed on Form 8-K:  None

*  Incorporated by reference from the exhibits included with the Company's
Registration Statement (No. 333-50256) on Form SB-2 filed with the SEC on
November 20, 2000.

** Incorporated by reference from the exhibits included with the Company's
Annual Report on Form 10-KSB filed with the SEC on April 17, 2001.
<PAGE>

                                   SIGNATURES
                                   ----------


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



                                      One Voice Technologies, Inc.



Date:  April 26, 2001                 By:     /s/ Dean Weber
                                           -------------------------------------
                                           Dean Weber, President & Director



Date:  April 26, 2001                 By:     /s/ Rahoul Sharan
                                           -------------------------------------
                                           Rahoul Sharan, Secretary, Treasurer &
                                                          Director

In accordance with the requirements of the Securities Act of 1933, this amended
report was signed by the following persons in the capacities and on the dates
stated.

      Signature                           Title                         Date

/s/ Dean Weber                    Chief Executive Officer         April 26, 2001
-------------------------         and Director
Dean Weber

/s/ Rahoul Sharan                 Chief Financial Officer         April 26, 2001
-------------------------         and Director
Rahoul Sharan

/s/ George H. Kaelin, III         Director                        April 26, 2001
-------------------------
George H. Kaelin, III

/s/ Bradley J. Ammon              Director                        April 26, 2001
-------------------------
Bradley J. Ammon