<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A


 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

                      For the year ended December 31, 2004

                         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) 552-4474
           --------------                               --------------
      (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, 2004 were $2,105.

The approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 28, 2005, based on the average of the
closing bid and asked prices of one share of the Common Stock of the Company was
$9,900,000.

As of March 28, 2005 the issuer had 272,410,644 shares of common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (check one):

Yes  [ ]  No [X]




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ITEM 1. DESCRIPTION OF BUSINESS

One Voice Technologies, Inc. is a voice recognition technology company with over
$30 million invested in Research and Development and deployment of more than 20
million products worldwide in seven languages. To date, our customers include:
ABS Computer Technologies, Golden State Cellular, Inland Cellular, Niveus Media,
Panhandle Telephone Cooperative, Plateau Wireless, Tata Infotech, Telispire PCS,
Walt Disney Internet Group, Warner Home Video and West Central Wireless. Based
on our patented technology, One Voice offers voice solutions for the Telecom and
Interactive Multimedia markets. Our telecom solutions allow business and
consumer phone users to Voice Dial, Group Conference Call, Read and Send E-Mail
and Instant Message, all by voice. We offer PC OEM's the ability to bundle a
complete voice interactive computer assistant which allows PC users to talk to
their computers to quickly play digital media (music, videos, DVD) along with
read and send e-mail messages, SMS text messaging to mobile phones, PC-to-Phone
calling (VoIP) and PC-to-PC audio/video. We feel we are strongly positioned
across these markets with our patented voice technology.

Located in San Diego, California, the Company has 11 full-time employees and 6
consultant/part-time employees. The company is traded on the NASD OTC Electronic
Bulletin Board ("OTCBB") under the symbol ONEV.OB. One Voice commenced
operations on July 14, 1999.

MARKET OPPORTUNITY

The presence of voice technology as an interface in mobile communications and PC
computing is of paramount importance. Voice interface technology makes portable
communications products mobile, more effective and safer to use and it makes
communicating with your PC to play your digit content, such as music, videos and
photos, easier for consumers. One Voice's development efforts currently are
focused on the Telecom and PC multimedia markets and more specifically on mobile
communications from a cell phone and in-home digital media access.

In the Telecom sector, the Mobile Messaging market, which has both business and
consumer market applications including: E-mail, Instant Messages, and SMS (Short
Message Service), is extremely large and is growing at an astonishing rate. Over
six trillion text messages are sent globally every year, and messaging has also
shown the consistent ability to generate significant revenue. One Voice
solutions enable users to send, intelligently route and receive text messages
using voice from any type of phone (wired or wireless) anywhere in the world.

In the PC sector, digital in-home entertainment is rapidly growing with the wide
acceptance of digital photography, MP3 music and videos, along with plasma and
LCD TV's. Companies including Apple, Microsoft and Intel are actively creating
products and technology, which allows consumers to experience the next
generation of digital entertainment. One Voice's Media Center Communicator
product works with Microsoft Windows XP Media Center Edition 2005 to add
voice-navigation and a full suite of communication features allowing consumers
to talk to their Media Center PC to play music, view photo slideshows, watch and
record TV, place Voice-Over-IP (VoIP) phone calls, read and send e-mail and
Instant Message friends and family, all by voice.

ONE VOICE PRODUCTS

MOBILEVOICE PLATFORM

Our messaging and voice-activated dialing applications are built on our
MobileVoice(TM) platform, which combines the power of natural language speech
processing with the scalability, redundancy and fault-tolerance of a server
based, telco-ready architecture. The result is a completely integrated solution
that allows people to:

         - Send free-format voice-to-text messages
         - Make voice-activated dialing calls to thousands of
           contacts in minutes
         - Access their E-mail - using only their voice.

Now users can send and receive E-mail, SMS and Paging messages without touching
a key.

MOBILEVOICE ACTIVATED DIALING(TM)

Designed to meet the unique needs of wireless carriers, MobileVoice Activated
Dialing is server-based and delivers higher levels of accuracy and reliability
than any solution on the market today. It has higher capacity for contact lists,
more functionality such as synchronization and import tools that interface with
Microsoft Outlook and Lotus Notes, and requires less setup time than other
solutions. It is designed to meet the challenges of mobile environments with
high accuracy for native and non-native speaking individuals.

MOBILECONFERENCE(TM)

On-the-fly group conferencing is a powerful new addition to One Voice's
MobileVoice solution. MobileConference allows users to quickly connect up to 64
people on a single conference call just by speaking their name, group name or
phone number.

                                      -1-



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MOBILEVOICE EMAIL(TM)

The Telecom industry's only Voice-to-Text Email solution let's subscribers send
free-form email messages while on the road. Designed for high levels of accuracy
in a mobile environment, MobileVoice Email sets the standard for mobile
communications.

MOBILEVOICE SMS(TM)

Short Message Service (SMS) has gained wide popularity in Europe and is now
hitting the streets in North America. MobileVoice SMS is the Telecom industry's
only Voice-to-Text SMS solution that let's subscribers send free-form messages
from phone-to-phone with only their voice. No need to Tap or WAP, MobileVoice
SMS truly enables mobility and communications to a 100% addressable phone
market. With MobileVoice SMS subscribers can send messages within network or
even to subscribers on other networks. Now, voice based inter-carrier SMS is
available today with MobileVoice SMS.

MOBILEVOICE INSTANT MESSAGING(TM)

Instant Messaging has long been a popular way for friends and colleagues to
communicate on their computers. MobileVoice Instant Messaging now takes Instant
Messaging mobile, letting people chat and send quick messages with only their
voice. Targeted at subscribers and enterprise customers, MobileVoice Instant
Messaging sets the standard for voice based instant communications, anytime,
anywhere.

MOBILEVOICE VOICE MAIL(TM)

A popular way to leave messages, MobileVoice Voice Mail lets subscribers record
and send messages in their own voice. The voice recording of your message will
be sent as an Email attachment to the recipient or group of recipients for quick
retrieval from any computer or any phone.

MOBILEVOICE EMAIL READER(TM)

We have designed MobileVoice Email Reader to be the most powerful and versatile
solution on the market. With MobileVoice Email Reader, subscribers take full
control of their Email accounts from any phone. Subscribers can easily find
important messages and respond to one person or many in seconds. Need to forward
a message on to others? No problem! MobileVoice Email Reader offers full Reply
and Forward capabilities. Need access to your home and work Email accounts?
MobileVoice Email Reader delivers - giving users access to personal and
corporate Email accounts from any phone.

MEDIACENTER COMMUNICATOR

Media Center Communicator revolutionizes the digital home experience by allowing
you to talk to your Media Center PC. Media Center Communicator offers you the
ability to transform your living room into the most advanced entertainment,
multimedia and communications center imaginable.

         - Voice Navigate Windows XP Media Center Edition 2005
         - Send E-Mail
         - Read E-Mail
         - SMS Text Messaging
         - Text Instant Messaging
         - Unlimited FREE PC-to-PC calls
         - Unlimited FREE Video calls
         - PC-to-Phone calling

COMMUNICATOR VOICE NAVIGATION

Imagine walking into your family room and speaking to play music, watch TV, read
and send E-mail, call to order a pizza or Instant Message a friend. With Media
Center Communicator you can do all of these things using only your voice!

Want to hear your favorite music? With voice navigation there is no longer a
need to click your way through menus or even turn on your TV. Simply say, for
example, "Play THE BEATLES" or "Play ABBEY ROAD ALBUM" to quickly begin playing
your favorite music. Want to read your E-Mail? Just say "Read E-Mail" and your
e-mail messages will be spoken to you. Why click your way through menus when you
can just say what you want and make it happen?

                                      -2-



<PAGE>

Media Center Communicator transforms your home into the most advanced
entertainment experience imaginable. Your friends will be amazed when you speak
and your TV responds to your voice commands. Media Center Communicator will
revolutionize the digital home entertainment experience!

With Communicator's open microphone solution you have the ability to control
your Media Center without even using a remote control! Simply walk into the room
and start talking. Your microphone is constantly scanning the room for a keyword
that you set. The keyword is a personalized system name used whenever you wish
to make a command. The default is "One Voice." Example: "One Voice, play artist
The Rolling Stones."

COMMUNICATOR E-MAIL

Our easy-to-use E-Mail reader allows you to read your E-Mail messages in a great
new way. Now, from the comfort of your living room, Media Center will speak your
E-Mail messages to you, as you kick back and control everything using only your
voice. Works with popular E-Mail accounts, including: Yahoo, EarthLink, Lycos,
SBC and many more...

COMMUNICATOR PC-TO-PHONE

Order a pizza, call your family and friends - the options are unlimited with
Media Center Communicator's PC-to-phone calling. Enjoy full-duplex, high quality
phone calling today!

COMMUNICATOR INSTANT MESSENGER

Chat with your buddies online using Media Center Communicator's Instant
Messenger on the One Voice network. Text message, talk or video chat using our
high quality, full-duplex PC-to-PC audio and video! Enjoy unlimited FREE
PC-to-PC audio and video calls today! Never before has communicating with your
friends been so convenient, easy and fun!

COMMUNICATOR SMS TEXT MESSAGING

Need to send a quick message to someone on the road? Text messaging is the
perfect way to do it, and Media Center Communicator(TM) is the perfect way to
send that text message! Now you can send SMS text messages to cellular
telephones with ease. Simply say the name of a contact or enter the cellular
phone number, enter or speak a message, and say Send.
It's that easy!


EMPLOYEES

At December 31, 2004, we employed 11 full-time employees and 6
consultant/part-time employees. None of these employees is subject to a
collective bargaining agreement, and there is no union representation within our
company. We maintain various employee benefit plans and believe our employee
relations are good.

RISK FACTORS

This section summarizes certain risks regarding our business and industry. The
following information should be considered in conjunction with the other
information included and incorporated by reference in this report on Form 10-KSB
before purchasing shares of our stock.

WE HAVE A HISTORY OF LOSSES. WE EXPECT TO CONTINUE TO INCUR LOSSES, AND WE MAY
NEVER ACHIEVE AND SUSTAIN PROFITABILITY.

Since inception, we have incurred significant losses and have negative cash
flows from operations. These factors, among others discussed in Note 1 to the
financial statements, raise substantial doubt about the ability to continue as a
going concern. We expect to continue to incur net losses until sales generate
sufficient revenues to fund our continuing operations. We may fail to achieve
significant revenues from sales or achieve or sustain profitability. There can
be no assurance of when, if ever, we will be profitable or be able to maintain
profitability.

IF WE DO NOT BECOME PROFITABLE WE MAY NOT BE ABLE TO CONTINUE OUR OPERATIONS.

Our future sales and profitability depend in part on our ability to demonstrate
to prospective customers the potential performance advantages of using voice
interface software. To date, commercial sales of our software have been limited.

                                      -3-



<PAGE>

WE HAVE A LIMITED OPERATING HISTORY WHICH MAKES IT DIFFICULT TO EVALUATE OUR
BUSINESS.

Our current corporate entity commenced operations in 1999 and has a limited
operating history. We have limited financial results on which you can assess our
future success. Our prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by growing companies in new and rapidly
evolving markets, such as voice recognition software, media delivery systems and
electronic commerce.

To address the risks and uncertainties we face, we must:

         -- establish and maintain broad market acceptance of our products and
services and convert that acceptance into direct and indirect sources of
revenues;

         -- maintain and enhance our brand name;

         -- continue to timely and successfully develop new products, product
features and services and increase the functionality and features of existing
products;

         -- successfully respond to competition,
including emerging technologies and solutions; and

         -- develop and maintain strategic relationships to enhance the
distribution, features and utility of our products and services.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING OUR BUSINESS OPERATIONS WILL BE
HARMED.

We believe that our available short-term assets and investment income will be
sufficient to meet our operating expenses and capital expenditures through the
end of fiscal year 2005. We do not know if additional financing will be
available when needed, or if it is available, if it will be available on
acceptable terms. Insufficient funds may prevent us from implementing our
business strategy or may require us to delay, scale back or eliminate certain
contracts for the provision of voice interface software.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY.

As a result of our limited operating history and the rapidly changing nature of
the markets in which we compete, our quarterly and annual revenues and operating
results are likely to fluctuate from period to period. These fluctuations may be
caused by a number of factors, many of which are beyond our control. These
factors include the following, as well as others discussed elsewhere in this
section:

o    how and when we introduce new products and services and enhance our
     existing products and services;
o    our ability to attract and retain new customers and satisfy our customers'
     demands;
o    the timing and success of our brand-building and marketing campaigns;
o    our ability to establish and maintain strategic relationships;
o    our ability to attract, train and retain key personnel;
o    the demand for voice recognition applications;
o    the emergence and success of new and existing competition;
o    varying operating costs and capital expenditures related to the expansion
     of our business operations and infrastructure, domestically and
     internationally, including the hiring of new employees;
o    technical difficulties with our products, system downtime, system failures
     or interruptions in Internet access;
o    changes in the mix of products and services that we sell to our customers;
o    costs and effects related to the acquisition of businesses or technology
     and related integration; and
o    costs of litigation and intellectual property protection.

In addition, because the market for our products and services is relatively new
and rapidly changing, it is difficult to predict future financial results.

For these reasons, you should not rely on period-to-period comparisons of our
financial results, if any, as indications of future results. Our future
operating results could fall below the expectations of public market analysts or
investors and significantly reduce the market price of our common stock.
Fluctuations in our operating results will likely increase the volatility of our
stock price.

                                      -4-



<PAGE>

WE ARE A DEVELOPMENT-STAGE COMPANY AND UNEXPECTED OR UNCONTROLLABLE BUSINESS OR
ECONOMIC FORCES ARE MORE LIKELY TO HARM US.

We are in the development or starting stages of our business plan and are
therefore more vulnerable to unexpected or uncontrollable business and economic
forces. Unknown software errors may not be corrected in time to develop a
sustainable customer base. Unfavorable product reviews or news reports could
squelch early sales efforts. A competitor may quickly release a better version
of a similar product before we can complete our development efforts. Economic
conditions such as a national or world recession, international trade
restrictions on computer product sales, or a slowdown in new technology growth
could reduce our revenues below financially-healthy levels. The risks of a
development-stage company include a lack of job security for employees and the
possible loss of all investment funds by investors.

OUR CURRENT AND POTENTIAL COMPETITORS, SOME OF WHOM HAVE GREATER RESOURCES THAN
WE DO, MAY DEVELOP PRODUCTS AND TECHNOLOGIES THAT MAY CAUSE DEMAND FOR, AND THE
PRICES OF, OUR PRODUCTS TO DECLINE.

A number of companies have developed, or are expected to develop, products that
compete with our products. Competitors in the voice interface software market
include IBM, Scansoft and Nuance. We expect additional competition from other
companies such as Microsoft, who has recently made investments in, and acquired,
voice interface technology companies. Furthermore, our competitors may combine
with each other, and other companies may enter our markets by acquiring or
entering into strategic relationships with our competitors. Current and
potential competitors have established, or may establish, cooperative
relationships among themselves or with third parties to increase the abilities
of their advanced speech and language technology products to address the needs
of our prospective customers.

Many of our current and potential competitors have longer operating histories,
significantly greater financial, technical, product development and marketing
resources, greater name recognition and larger customer bases than we do. Our
present or future competitors may be able to develop products comparable or
superior to those we offer, adapt more quickly than we do to new technologies,
evolving industry trends and standards or customer requirements, or devote
greater resources to the development, promotion and sale of their products than
we do. Accordingly, we may not be able to compete effectively in our markets,
competition may intensify and future competition may harm our business.

ANY INABILITY TO ADEQUATELY PROTECT OUR PROPRIETARY TECHNOLOGY COULD HARM OUR
ABILITY TO COMPETE.

Our future success and ability to compete depends in part upon our proprietary
technology and our trademarks, which we attempt to protect with a combination of
patent, copyright, trademark and trade secret laws, as well as with our
confidentiality procedures and contractual provisions. These legal protections
afford only limited protection and are time-consuming and expensive to obtain
and/or maintain. Further, despite our efforts, we may be unable to prevent third
parties from infringing upon or misappropriating our intellectual property.

We have recently been issued three patents covering the United States,
Australia, China and parts of Europe. Any patents that are issued to us could be
invalidated, circumvented or challenged. If challenged, our patents might not be
upheld or their claims could be narrowed. Our intellectual property may not be
adequate to provide us with competitive advantage or to prevent competitors from
entering the markets for our products. Additionally, our competitors could
independently develop non-infringing technologies that are competitive with,
equivalent to, and/or superior to our technology. Monitoring infringement and/or
misappropriation of intellectual property can be difficult, and there is no
guarantee that we would detect any infringement or misappropriation of our
proprietary rights. Even if we do detect infringement or misappropriation of our
proprietary rights, litigation to enforce these rights could cause us to divert
financial and other resources away from our business operations. Further, we
license our products internationally, and the laws of some foreign countries do
not protect our proprietary rights to the same extent as do the laws of the
United States.

                                      -5-



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OUR PRODUCTS MAY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND
RESULTING CLAIMS AGAINST US COULD BE COSTLY AND REQUIRE US TO ENTER INTO
DISADVANTAGEOUS LICENSE OR ROYALTY ARRANGEMENTS.

The software industry is characterized by the existence of a large number of
patents and frequent litigation based on allegations of patent infringement and
the violation of intellectual property rights. Although we attempt to avoid
infringing upon known proprietary rights of third parties, we may be subject to
legal proceedings and claims for alleged infringement by us or our licensees of
third-party proprietary rights, such as patents, trade secrets, trademarks or
copyrights, from time to time in the ordinary course of business. Any claims
relating to the infringement of third-party proprietary rights, even if not
successful or meritorious, could result in costly litigation, divert resources
and management's attention or require us to enter into royalty or license
agreements which are not advantageous to us. In addition, parties making these
claims may be able to obtain injunctions, which could prevent us from selling
our products. Furthermore, former employers of our employees may assert that
these employees have improperly disclosed confidential or proprietary
information to us. Any of these results could harm our business. We may be
increasingly subject to infringement claims as the number of, and number of
features of, our products grow.

IF THE STANDARDS WE HAVE SELECTED TO SUPPORT ARE NOT ADOPTED AS THE STANDARDS
FOR SPEECH-ACTIVATED SOFTWARE, BUSINESSES MIGHT NOT USE OUR SPEECH-ACTIVATED
SOFTWARE PLATFORM FOR DELIVERY OF APPLICATIONS AND SERVICES, AND OUR REVENUE
GROWTH COULD BE NEGATIVELY AFFECTED.

The market for speech-activated services software is new and emerging. Certain
industry software standards have, however, been established but may change as
the technology evolves. We may not be competitive unless our products support
changing industry software standards. The emergence of industry standards other
than those we have selected to support, whether through adoption by official
standards committees or widespread usage, could require costly and time
consuming redesign of our products. If these standards become widespread and our
products do not support them, our clients and potential clients may not purchase
our products, and our revenue growth could be adversely affected. Multiple
standards in the marketplace could also make it difficult for us to design our
products to support all applicable standards, which could also result in
decreased sales of our products.

OUR FAILURE TO RESPOND TO RAPID CHANGE IN THE MARKET FOR SPEECH-ACTIVATED
SERVICES SOFTWARE COULD CAUSE US TO LOSE REVENUE AND HARM OUR BUSINESS.

The speech-activated services software industry is relatively new and rapidly
evolving. Our success will depend substantially upon our ability to enhance our
existing products and to develop and introduce, on a timely and cost-effective
basis, new products and features that meet changing end-user requirements and
incorporate technological advancements. If we are unable to develop new products
and enhanced functionalities or technologies to adapt to these changes, or if we
cannot offset a decline in revenue from existing products with sales of new
products, our business will suffer.

Commercial acceptance of our products and technologies will depend, among other
things, on:

- -- the ability of our products and technologies to meet and adapt to the needs
of our target markets;

- -- the performance and price of our products as compared to our competitors'
products;

- -- our ability to deliver customer service directly and through our resellers;
and

- -- the ability of our customers to utilize our product.

                                      -6-



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RISKS RELATING TO OUR COMMON STOCK


OUR COMMON STOCK IS SUBJECT TO "PENNY STOCK" RULES.

The Securities and Exchange Commission (the "Commission") has adopted Rule 15g-9
which establishes the definition of a "penny stock," for the purposes relevant
to us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:

         (i) that a broker or dealer approve a person's account for transactions
in penny stocks; and

         (ii) the broker or dealer receive from the investor a written agreement
to the transaction, setting forth the identity and quantity of the penny stock
to be purchased.

         In order to approve a person's account for transactions in penny
stocks, the broker or dealer must

         (i) obtain financial information and investment experience objectives
of the person; and

         (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public offerings and
in secondary trading and about the commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE SECONDARY MARKET

Companies trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13 in order to maintain price
quotation privileges on the OTC Bulletin Board. If we fail to remain current on
our reporting requirements, we could be removed from the OTC Bulletin Board. As
a result, the market liquidity for our securities could be severely affected by
limiting the ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market.

PATENT PROTECTION

We own exclusive rights to three United States patents on our software. We have
filed for international patent protection as well. These patents define the
primary features and unique procedures that comprise our products and solutions.

Our future success and ability to compete depends in part upon the proprietary
technology and trademarks, which we attempt to protect with a combination of
patent, copyright, trademark and trade secret laws, as well as with our
confidentiality procedures and contractual provisions. These legal protections
afford only limited protection and are time-consuming and expensive to obtain
and/or maintain. Further, despite our efforts, we may be unable to prevent third
parties from infringing upon or misappropriating our intellectual property.
Additionally, there can be no assurances that others will not develop market and
sell products substantially equivalent to our products or utilize technologies
similar to those used by us. Although we believe that our products do not
infringe on any third-party patents and our patents offer sufficient protection,
there can be no assurance that we will not become involved in litigation
involving patents or proprietary rights. Patent and proprietary rights
litigation entails substantial legal and other costs, and there can be no
assurance that we will have the necessary financial resources to defend or
prosecute our rights in connection with any litigation. Responding to, defending
or bringing claims related to our rights to our intellectual property may
require our management to redirect its resources to address these claims, which
could have a material adverse effect on our business, financial condition and
results of operations.

                                      -7-



<PAGE>

FUTURE CAPITAL REQUIREMENTS

We will require and are in the process of negotiating additional funds to
finance our operations. The precise amount and timing of our funding needs
cannot be determined at this time and will largely depend upon a number of
factors, including the market demand for our products and our management of our
cash, accounts payable, inventory and other working capital items. There can be
no assurance that those funds will be available or on terms satisfactory to us.
Any inability to obtain needed funding on satisfactory terms may require us to
reduce planned capital expenditures, to scale back our product offerings or
other operations or to enter into financing agreements on terms which we would
not otherwise accept, and could have a material adverse effect on our business,
financial condition and results of operations.

ITEM 2. DESCRIPTION OF PROPERTY

FACILITIES

The Company's headquarters are located at 6333 Greenwich drive, suite 240 in San
Diego, California.

The Company leases its facilities under leases that expire at various times
through October 2005. The following is a schedule by years of future minimum
rental payments required under operating leases that have noncancellable lease
terms in excess of one year as of December 31, 2004:

               Year ending December 31,

                   2005                                191,500
                                                     ----------

                Less sublease income                    60,000
                                                     ----------

                                                     $ 131,500
                                                     ==========

Rent expense, net of sublease income, amounted to $197,844 for the year ended
December 31, 2004.

ITEM 3. LEGAL PROCEEDINGS

There has been no bankruptcy, receivership or similar proceedings.

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

As of the December 31, 2004, One Voice is aware of six claims asserted against
it that may result in litigation. The first is a claim by Genuity Inc.
("Genuity") for alleged failure to pay for a functioning dial-up service for a
virtual ISP product One Voice had planned on offering in the fall of 2000. The
initial Genuity claim was for $231,935.36. That claim dropped to $102,816.00
when One Voice provided Genuity with evidence that Genuity never delivered the
promised service and One Voice received no benefit from the contract. One Voice
has offered nothing to settle the claim. Approximately two years have passed
since the last communication to One Voice on this matter. No litigation has been
commenced. It is difficult to determine the likelihood of the matter being
pursued by Genuity or the probability of success should it be pursued.

The Second Claim is by Penton Media for cancellation fees related to the
following trade shows: Spring Internet World 2001; Wireless West 2001; and
Wireless East 2002. One Voice signed up for and paid $60,000.00 for Spring
Internet World 2001. One Voice changed the scope of its presence at that show
(i.e., used a much smaller space) and reached a verbal agreement to have the
balance of the $60,000 to be used as payment toward space at the remaining two
shows. One Voice and Penton were never able to come to terms regarding the
credit to be applied for those shows, booth size, or location. The necessary
additional agreements were not signed. One Voice did not use any space at the
two subsequent shows. One Voice has been contacted by Penton claiming a balance
due of $19,980.00. We have attempted to have Penton provide information to
substantiate its claim in light of the fact that One Voice used considerably
less space than it actually paid to use. One Voice will further investigate this
claim to determine if the amount claimed is owed or whether One Voice is due a
refund. There has been no contact or activity related to this matter during the
past two fiscal years.

                                      -8-



<PAGE>

The Third Claim involves Alpha Tech Stock Transfer Company ("Alpha Tech"). Alpha
Tech has asserted a claim against One Voice in the amount of $200,000.00. Alpha
Tech clarified that the claim was actually $150,000.00. The nature of the claim
is as follows: Alpha Tech is the former transfer agent for One Voice. Alpha Tech
was sued by One Voice. That claim was settled and Alpha Tech has now made a
claim against One Voice pursuant to a letter dated May 16, 2003. In that claim,
Alpha Tech contends that One Voice should cover its litigation costs from the
prior proceeding. Alpha Tech's claim appears to center around an indemnity
agreement signed by Dean Weber on behalf of One Voice requesting that Alpha Tech
replace lost shares of a shareholder of One Voice. Alpha Tech has indicated that
the action had nothing to do with such re-issuance. Moreover, One Voice
investigated Alpha Tech and learned that Alpha Tech has been removed as a stock
transfer agent by the SEC for prior illegal conduct. Alpha Tech had been the
transfer agent for the corporation that preceded One Voice and One Voice found a
new transfer agent. This appears to be a matter related to activities of
shareholders of One Voice and shareholders of its predecessor corporation and of
the transfer agent. One Voice cannot at this time give an evaluation of this
matter. It is difficult to determine if Alpha Tech will pursue the matter
further. There has been no activity on this claim in well over a year.

The Fourth Claim involves a request for indemnity from Warner Brothers regarding
the Harry Potter DVD. One Voice provided technology as part of a "special
feature" for the Harry Potter DVD. Under the agreement between One Voice and
Warner Brothers, One Voice agreed to indemnify Warner Brothers if a claim was
made that the technology licensed by One Voice to Warner Brothers infringed on
some third party's rights. A claim was made to Warner Brothers regarding
infringement. Warner Brothers contacted One Voice to make it aware of the claim.
One Voice counsel contacted the claimant who contended that it was not the One
Voice technology which was infringing. Warner Brothers' counsel explained that
he did not feel that there was any infringement and that this was a nuisance
claim. He stated that he intended to settle the matter for a nuisance payment
and then would look to One Voice for contribution. It is hard to estimate the
extent of liability, if any. There has been no activity on this matter in nearly
two years.

The fifth claim is by Cash Flow Solutions, Inc. for unpaid legal fees related to
a patent infringement lawsuit filed by One Voice. Cash Flow Solutions has
represented that it will settle the claim with a fee reduction. Our corporate
counsel, George Kaelin, is investigating the claim. It appears as if the law
firm claiming the fee filed the action in the wrong venue twice and the case was
dismissed without prejudice as a result. Much of the unpaid bill relates to time
spent on pursuing the case in the wrong forum. Cash Flow Solutions has agreed in
principle to subtract billing for such time. It is difficult to predict the
likelihood of success on this claim. However, it does appear that a resolution
is likely.

The sixth claim is by La Jolla Cove Investors, Inc. ("LJCI") for $2.4 million in
damages. LJCI holds convertible debentures related to past financings. LJCI
contends that One Voice Technologies, Inc. failed to honor its conversion
notices resulting in damages. It has been explained to LJCI that there is an
ambiguity on the date of our conversion obligation and that damages are
speculative. A part of that dispute has been resolved by our settlement
agreement to register 8,425,531 shares to honor the past conversion notice and
an additional 8,425,531 shares pursuant to such agreement. A lawsuit was filed
but is currently stayed by stipulation while the parties work out a resolution.
It is difficult to access the potential liability or likelihood of success of
such a claim. It does appear that a resolution involving registration of
additional stock in favor of LJCI is probable. An Interim Settlement agreement
was entered into between LJCI and One Voice on July 29th, 2004 and further
amended on August 13, 2004. The parties agreed that One Voice shall include
16,851,062 shares of its common stock, on behalf of LJCI, in the next
registration statement which was filed by One Voice. Such registration statement
went effective with the Securities and Exchange Commission on October 15, 2004.
In addition, the Interim Settlement Agreement includes a provision whereby LJCI
will never institute any action or suit at law or in equity against any other
parties with whom we may enter into financing transactions provided that we
comply with the Interim Settlement Agreement.

ITEM 4. SUBMISSION FOR MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Our common stock began trading on the NASDAQ SmallCap Market on October 24,
2000, under the symbol ONEV. Our common stock previously traded on the OTC
Electronic Bulletin Board under the same symbol. The OTC Electronic Bulletin
Board is sponsored by the National Association of Securities Dealers (NASD) and
is a network of security dealers who buy and sell stocks. Our common stock is
currently traded on NASD OTC Electronic Bulletin Board under the symbol ONEV.OB.

                                      -9-



<PAGE>

For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. These prices represent inter-dealer quotations
without retail markup, markdown, or commission and may not necessarily represent
actual transactions.

                                     Low      High
                                    ------   -------

2003
First Quarter                        .07       .17
Second Quarter                       .08       .11
Third Quarter                        .03       .10
Fourth Quarter                       .03       .07

2004
First Quarter                        .02       .05
Second Quarter                       .01       .22
Third Quarter                        .08       .16
Fourth Quarter                       .01       .12

As of March 28, 2005, our common stock shares were held by 177 stockholders of
record. We believe that the number of beneficial owners is substantially greater
than the number of record holders because a significant portion of our
outstanding common stock is held of record in broker street names for the
benefit of individual investors. The transfer agent of our common stock is
Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209.

DIVIDEND POLICY

Our Board of Directors determines any payment of dividends. We do not expect to
authorize the payment of cash dividends in the foreseeable future. Any future
decision with respect to dividends will depend on future earnings, operations,
capital requirements and availability, restrictions in future financing
agreements, and other business and financial considerations.

                                    PART II

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
        OF OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR PLAN OF OPERATION SHOULD BE READ IN
CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES. THIS ANNUAL
REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934 WHICH ARE BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. OUR
ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS," "BUSINESS" AND
ELSEWHERE IN THIS ANNUAL REPORT. SEE "RISK FACTORS."

                                      -10-



<PAGE>

OVERVIEW

One Voice Technologies, Inc. is a voice recognition technology company with over
$30 million invested in Research and Development and deployment of more than 20
million products worldwide in seven languages. To date, our customers include:
ABS Computer Technologies, Golden State Cellular, Inland Cellular, Niveus Media,
Panhandle Telephone Cooperative, Plateau Wireless, Tata Infotech, Telispire PCS,
Walt Disney Internet Group, Warner Home Video and West Central Wireless. Based
on our patented technology, One Voice offers voice solutions for the Telecom and
Interactive Multimedia markets. Our telecom solutions allow business and
consumer phone users to Voice Dial, Group Conference Call, Read and Send E-Mail
and Instant Message, all by voice. We offer PC OEM's the ability to bundle a
complete voice interactive computer assistant which allows PC users to talk to
their computers to quickly play digital media (music, videos, DVD) along with
read and send e-mail messages, SMS text messaging to mobile phones, PC-to-Phone
calling (VoIP) and PC-to-PC audio/video. We feel we are strongly positioned
across these markets with our patented voice technology.

Since the beginning of 2004, One Voice has made solid progress in closing deals
with several telecom carriers and select PC OEM's. Both Golden State Cellular
and Inland Cellular have launched our MobileVoice service, to their subscribers,
in December 2004 and we anticipate West Central Wireless to launch our
MobileVoice service, to their subscribers, in April, 2005. These three carrier
launches of our MobileVoice product show the commercial readiness along with the
start of revenue generation from our MobileVoice product.

Additionally, since the beginning of 2004 One Voice has been awarded two patents
in China and two patents covering 18 European countries. These patents extend
our Intellectual Property (IP) coverage from the United States, Australia, China
and throughout select European countries, giving One Voice added protection of
our technology.

Our corporate focus for 2004 and 2005 is to generate monthly recurring revenue
from our MobileVoice product in the telecom sector and to generate sales from
our Media Center Communicator product in the PC sector. As a small company with
limit resources we have not actively focused on contracts that will not generate
substantial revenue. Accordingly, we have cancelled our contract with San Diego
State University (SDSU) since SDSU did not provide adequate on-campus marketing
as agreed upon. One Voice could not provide on-campus marketing/sales support so
it was in our best interest to discontinue the agreement. Our company's focus
must remain on substantial revenue bearing deals where our partners (such as a
telecom carrier or PC OEM) will actively market our products and services to
their customers/subscribers. In addition, we have not pursued Montan Telecom nor
carriers in Mexico since these opportunities will likely not generate
substantial revenue in the near-term. We feel this strategy is in the best
interest of our shareholders. Therefore, we will continue to focus efforts on
domestic telecom carriers and PC OEM's for our products sales/distribution. We
anticipate that by the end of 2005, One Voice will have contracts with telecom
carriers with an aggregate base of over 2 million subscribers domestically.

In 2004, One Voice was selected by Tata Infotech, a leading Indian IT company
and part of the Tata Group, India's most trusted and best-known industrial
group, to co-develop a customized MobileVoice solution for the high growth
Indian telecom market. We have subsequently worked closely with members of their
team to tune our MobileVoice platform to increase voice recognition rates for
English speaking Indian users. Our mutual goal is to perform a pilot test of our
MobileVoice platform to telecom providers in India in 2005 with a potential
launch in 2006. The wireless industry in India is one of the fastest growing
markets globally and we hope to position our products to align with this growth.
We see a tremendous opportunity to generate substantial revenue with Tata and
will continue to apply resources to make this a successful venture in the Indian
market.

We are very excited to have been selected by Microsoft in May 2004 to be
showcased in their Windows Hardware Showcase at the 2004 Windows Hardware
Engineering Conference (WinHEC). At WinHEC, Microsoft demonstrated our Media
Center Communicator product running on their Windows XP Media Center Edition
2004 operating system. Since Microsoft's recent, October 12, 2004, launch of
their updated Windows XP Media Center Edition 2005 product, One Voice has
finalized and launched our Media Center Communicator product which now works
with this update to Windows XP Media Center 2005. Our Communicator product adds
voice-recognition capabilities to the Windows XP Media Center 2005 product. In
January, 2005 our Media Center Communicator was demonstrated by both Microsoft
and Intel at the annual Consumer Electronics Show (CES) held in Las Vegas,
Nevada. Additionally, our Media Center Communicator product was demonstrated by
Intel on a nationwide media tour which included several on-air news broadcasts.
Intel recently demonstrated our Media Center Communicator at their annual Intel
Developers Forum (IDF) held in San Francisco, CA. One Voice was also selected by
the CTIA Wireless organization to showcase our Media Center Communicator in
their Wireless Home at the annual CTIA Wireless 2005 tradeshow.

                                      -11-



<PAGE>

In summary, since the beginning of 2004 One Voice has closed several contracts
with telecom carriers and we will begin seeing revenue generated starting with
the launch by Golden State Cellular, Inland Cellular and West Central Wireless.
We were selected by Microsoft to showcase our Media Center Communicator at both
WinHEC and CES and Intel showcased our Media Center Communicator at CES and
Intel Developer Forum. Additionally, we have launched our Media Center
Communicator product to add voice recognition to the Windows XP Media Center
operating system. Our focus is to generate revenue and we are committed to
building shareholder value in our company.


Critical Accounting Policies
- ----------------------------

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosures of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to impairment
of property, plant and equipment, intangible assets, deferred tax assets and
fair value computation using Black Scholes option pricing model. We base our
estimates on historical experience and on various other assumptions, such as the
trading value of our common stock and estimated future undiscounted cash flows,
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions; however,
we believe that our estimates, including those for the above-described items,
are reasonable.


RESULTS OF OPERATIONS

Discussion of the year ended December 31, 2004 compared with the year ended
December 31, 2003.

Revenues totaled $2,105 for the year ended December 31, 2004. Revenues of
$50,000 were earned for the year ended December 31, 2003. The recognition of
revenues for the year ended 2003 resulted primarily from work performed in the
DVD/Multimedia sector.

Operating expenses decreased to $5,382,653 for the year ended December 31, 2004
from $5,975,907 for the same period in 2003. The decrease in operating expenses
over the same period in 2003 was a direct result of a decrease of all major
expense categories for the period as compared to the year prior. Salary and wage
expense was $1,229,002 for the year ended December 31, 2004 as compared to
approximately $1,195,000 for the same period in 2003. The increase in 2004 as
compared to 2003 arose primarily from the addition of a marketing employee.
Advertising and promotion expense totaled $27,262 for the year ended December
31, 2004 as compared to $11,770 for the same period in 2003. Advertising and
promotion expense increase resulted from the company increasing it's travel
budget. Legal and consulting expenses decreased to approximately $263,000 for
the year ended December 31, 2004 from approximately $314,000 for the same period
in 2003. Depreciation and amortization expenses decreased to approximately
$499,000 for the year ended December 31, 2004 from approximately $664,000 for
the same period in the prior year. Amortization and Depreciation expenses
consisted of patent and trademarks, computer equipment, consultant fees, and
tradeshow booth. Interest expense decreased to approximately $1,650,000 in 2004,
as compared to approximately $2,297,000 in 2003, primarily due to a decrease in
the number of convertible debenture financings that the Company engaged in and
the conversion of previously outstanding debt into common stock.

We had a net loss of $5,382,478 or basic and diluted net loss per share of $0.03
for the year ended December 31, 2004 compared to a net loss of $5,931,972 or
basic and diluted net loss per share of $0.09 for the same period in 2003.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004, we had a working capital deficit of $810,682 as compared
with a working capital deficit of $791,776 at December 31, 2003.

Net cash used for operating activities was $2,671,305 for the year ended
December 31, 2004 compared to $2,559,083 for the year ended December 31, 2003.
>From inception on January 1, 1999 to December 31, 2004, net cash used for
operating activities was $24,203,229.

                                      -12-



<PAGE>

Net cash used for investing activities was $150,844 for the year ended December
31, 2004 compared to net cash used of $143,213 for the year ended December 31,
2003. From inception on January 1, 1999 to December 31, 2004, net cash used for
investing activities was $4,931,212.

Net cash provided by financing activities was $3,304,082 for the year ended
December 31, 2004 compared to $2,006,850 for the year ended December 31, 2003.
>From inception on January 1, 1999 to December 31, 2004 net cash provided by
financing activities was $29,670,083.

We incurred a net loss of $5,382,478 during the year ended December 31, 2004 and
had an accumulated deficit of $37,841,486. Our losses through December 2004
included interest expense, amortization of software licensing agreements and
development costs and operational and promotional expenses. Sales of our
convertible debt securities have allowed us to maintain a positive cash flow
balance from financing activities.


On April 10, 2003, the Company entered into a securities purchase agreement with
four accredited investors, Alpha Capital Aktiengesellschaft, Ellis Enterprises
Ltd., Greenwich Growth Fund Limited, and 01144 Limited for the issuance of 4%
convertible debentures in the aggregate amount of $600,000. The notes bear
interest at 4% (effective interest rate in excess of 100%), mature on April 10,
2005, and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.1166 or (ii) 80% of the average of the five
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before April 10, 2005 without the consent of the
holder. The full principal amount of the convertible notes is due upon default
under the terms of convertible notes. In addition, the Company issued an
aggregate of 350,004 warrants to the investors. The warrants are exercisable
until April 10, 2008 at a purchase price of $.1272 per share. Net proceeds
amounted to approximately $540,000, net of debt issue cash cost of $60,000. The
fair value of the warrants of $25,000 using Black Scholes option pricing model
and the beneficial conversion feature of approximately $515,000 have been
amortized over the life of the debt using the interest method. Upon conversion
of the debt, any unamortized debt issue costs was charged to interest expense.

On June 30, 2003, the Company entered into a securities purchase agreement with
two accredited investors, Alpha Capital Aktiengesellschaft, and Bristol
Investment Fund Limited for the issuance of 4% convertible debentures in the
aggregate amount of $500,000. The notes bear interest at 4% (effective interest
rate in excess of 100% on the aggregate amount), mature on June 20, 2005, and
are convertible into the Company's common stock, at the holders' option, at the
lower of (i) $0.1023 or (ii) 80% of the average of the five lowest closing bid
prices for the common stock on a principal market for the 30 trading days before
but not including the conversion date. The note may not be paid, in whole or in
part, before June 30, 2005 without the consent of the holder. The full principal
amount of the convertible notes is due upon default under the terms of
convertible notes. In addition, the Company issued an aggregate of 291,670
warrants to the investors. The warrants are exercisable until June 30, 2008 at a
purchase price of $.1116 per share. Net proceeds amounted to approximately
$437,500, net of debt issue cash cost of $62,500. The fair value of the warrants
of $11,000 using Black Scholes option pricing model and the beneficial
conversion feature of approximately $143,000 was amortized as interest expense
over the life of the debt using the interest method. Upon conversion of the
debt, any unamortized debt issue costs was charged to interest expense.

On September 17, 2003, the Company entered into a securities purchase agreement
with three accredited investors, Alpha Capital Aktiengesellschaft, Bristol
Investment Fund Limited and Ellis Enterprises Ltd for the issuance of 6%
convertible debentures in the amount of $375,000. The notes bear interest at 6%
(effective interest rate of 80% on the aggregate amount), mature on September
17, 2004, and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.0474 or (ii) 78% of the average of the three
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before September 17, 2004 without the consent of the
holder. The full principal amount of the convertible notes is due upon default
under the terms of convertible notes. In addition, the Company issued 4,746,837
warrants to the investors. The warrants are exercisable until September 17, 2010
at a purchase price of $.0474 per share. Net proceeds amounted to approximately
$334,500, net of debt issue cash cost of $40,500. The relative value (limited to


                                      -13-



<PAGE>

the face amount of the debt) of all the warrants of $164,000 using Black Scholes
option pricing model, cash cost of $40,500 and the beneficial conversion feature
of approximately $170,500 will be amortized over the life of the debt using the
interest method. Upon conversion of the debt mentioned above, any unamortized
debt issue costs will be charged to expense.

On November 10, 2003, the Company entered into a securities purchase agreement
with three accredited investors, Alpha Capital Aktiengesellschaft, Bristol
Investment Fund Limited and Ellis Enterprises Ltd for the issuance of 6%
convertible debentures in the amount of $375,000. The notes bear interest at 6%
(effective interest rate of 80% on the aggregate amount), mature on November 10,
2004, and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.0474 or (ii) 78% of the average of the three
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before November 10, 2004 without the consent of the
holder. The full principal amount of the convertible notes is due upon default
under the terms of convertible notes. In addition, the Company issued 4,746,837
warrants to the investors. The warrants are exercisable until November 10, 2010
at a purchase price of $.0474 per share. Net proceeds amounted to approximately
$345,000, net of debt issue cash cost of $30,000. The relative value (limited to
the face amount of the debt) of all the warrants of $127,000 using Black Scholes
option pricing model, cash cost of $30,000 and the beneficial conversion feature
of approximately $211,000 will be amortized over the life of the debt using the
interest method. Upon conversion of the debt mentioned above, any unamortized
debt issue costs will be charged to expense.

On December 12, 2003, the Company entered into a securities purchase agreement
with La Jolla Cove Investors, Inc. for the issuance of a 7.75% convertible
debenture in the aggregate amount of $250,000. The note bears interest at 7.75%,
matures on December 12, 2005, and is convertible into the Company's common
stock, at the holders' option. The number of common shares this debenture may be
converted is equal to the dollar amount of the debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of the Debenture being converted, and the entire
forgoing result shall be divided by the Conversion Price. The Conversion Price
is defined as the lower of (i) $0.25 or (ii) 80% of the average of the three
lowest volume weighted average prices during the twenty (20) trading days prior
to Holder's election to convert. Beginning in the first full calendar month
after the Registration Statement is declared effective, Holder shall convert at
least 7%, but no more than 15% (such 15% maximum amount to be cumulative from
the deadline), of the face value of the debenture per calendar month into common
shares of the company, provided that the common shares are available, registered
and freely tradable. In addition, the Company issued an aggregate of 2,500,000
warrants to the investors. The warrants are exercisable until December 12, 2006
at a purchase price of $1.00 per share. Holder will exercise at least 7%, but no
more than 15% (such 15% maximum amount to be cumulative from the Deadline), of
the Warrants per calendar month, provided that the Common Shares are available,
registered and freely tradable. The 15% monthly maximum amount shall not be
applicable if the Current Market Price of the Common Stock at anytime during the
applicable month is higher than the Current Market Price of the Common Stock on
the Closing Date. In the event Holder does not exercise at least 7% of the
Warrants in any particular calendar month, Holder shall not be entitled to
collect interest on the Debenture for that month. The fair value of the warrants
of $18,000 using Black Scholes option pricing model and the beneficial
conversion feature of approximately $219,000 will be amortized as interest
expense over the life of the debt using the interest method. Upon conversion of
the debt mentioned here, any unamortized debt issue costs will be charged to
expense. As of December 31, 2003 the principal balance amounted to $250,000 and
the unamortized debt discount amounted to approximately $243,000.

On August 18, 2004, the Company entered into a securities purchase agreement
with four accredited investors, Alpha Capital Aktiengesellschaft, Greenwich
Growth Fund Limited, Whalehaven Capital, LP and Whalehaven Fund Limited for the
issuance of 7% convertible debentures in the aggregate amount of $700,000. The
notes bear interest at 7% (effective interest rate of 146% on the aggregate
amount), mature on August 18, 2007, and are convertible into the Company's
common stock, at the holders' option, at the lower of (i) $0.085 or (ii) 80% of
the average of the three lowest closing bid prices for the common stock on a
principal market for the 30 trading days before but not including the conversion
date. The note may not be paid, in whole or in part, before August 18, 2007
without the consent of the holder. The full principal amount of the convertible
notes is due upon default under the terms of convertible notes. In addition, the
Company issued an aggregate of 7,063,774 warrants to the investors (3,531,887
Class A warrants and 3,531,887 Class B warrants).The Class A warrants are
exercisable until August 18, 2009 at a purchase price of $.0935 per share. The


                                      -14-



<PAGE>

Class B warrants are exercisable until August 18, 2009 at a purchase price of
$.10625 per share. Net proceeds amounted to approximately $621,000, net of debt
issue cash cost of $79,000. The fair value of the warrants of $323,000 using
Black Scholes option pricing model and the beneficial conversion feature of
approximately $298,000 will be amortized over the life of the debt using the
interest method. Upon conversion of the debt, unamortized debt issue costs are
charged to expense.

On October 28, 2004, the Company entered into a securities purchase agreement
with four accredited investors, Alpha Capital Aktiengesellschaft, Stonestreet
Limited Partnership, Ellis International Ltd. and Momona Capital Corp. for the
issuance of 7% convertible debentures in the aggregate amount of $596,000. The
notes bear interest at 7% (effective interest rate of 100% on the aggregate
amount), mature on October 28, 2007 and are convertible into the Company's
common stock, at the holders' option, at the lower of (i) $0.074 or (ii) 80% of
the average of the three lowest closing bid prices for the common stock on a
principal market for the 30 trading days before but not including the conversion
date. The note may not be paid, in whole or in part, before October 28, 2007
without the consent of the holder. The full principal amount of the convertible
note is due upon default under the terms of convertible notes. In addition, the
Company issued an aggregate of 11,825,398 Class A warrants and 11,825,398 Class
B warrants to the investors. The warrants are exercisable until October 28, 2009
at a purchase price of $0.07 per share. Net proceeds amounted to approximately
$532,000, net of debt issue cash cost of $64,000. The relative value (limited to
the face amount of the debt) of all the warrants of $276,000 using Black Scholes
option pricing model and the beneficial conversion feature
of approximately $319,000 will be amortized over the life of the debt using the
interest method. As of December 31, 2004, the balance owed was $266,000 and the
unamortized discount amounted to $250,000. Upon conversion of the debt mentioned
above, any unamortized debt issue costs will be charged to expense.

On December 23, 2004, the Company entered into a securities purchase agreement
with Alpha Capital Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
International Ltd. and Momona Capital Corp. for the issuance of 7% convertible
debentures in the aggregate amount of $894,000. The notes bear interest at 7%
(effective interest rate of 100% on the aggregate amount), mature on December
23, 2007 and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.074 or (ii) 80% of the average of the three
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before December 23, 2007 without the consent of the
holder. The full principal amount of the convertible note is due upon default
under the terms of convertible notes. In addition, the Company issued an
aggregate of 22,183,622 Class A warrants and 22,183,622 Class B warrants to the
investors. The warrants are exercisable until December 23, 2009 at a purchase
price of $0.07 per share. Net proceeds amounted to approximately $835,000, net
of debt issue cash cost of $59,000. The relative value (limited to the face
amount of the debt) of all the warrants of $682,000 using Black Scholes option
pricing model and the beneficial conversion feature of
approximately $210,000 will be amortized over the life of the debt using the
interest method. As of December 31, 2004, the balance owed was $854,000 and the
unamortized discount amounted to $848,000. Upon conversion of the debt mentioned
above, any unamortized debt issue costs will be charged to expense.

Notes payable had a face value of $1,317,000 at December 31, 2004. Notes payable
had a face value of $655,000 at December 31, 2003.

We anticipate maintaining a cash balance through our financial partner that will
sustain operations up to December 2005. We continue to rely heavily on our
current method of convertible debt and equity funding, which have financed us
since 2001, until we are operationally breakeven. The losses through the year
ended December 31, 2004 were due to minimal revenue and our operating expenses,
with the majority of expenses in the areas of: salaries, legal fees, consulting
fees, as well as amortization expense relating to software development, debt
issue costs and licensing costs. We face considerable risk in completing each of
our business plan steps, including, but not limited to: a lack of funding or
available credit to continue development and undertake product rollout;
potential cost overruns; a lack of interest in its solutions in the market on
the part of wireless carriers or other customers; potential reduction in
wireless carriers which could lead to significant delays in consummating revenue
bearing contracts; and/or a shortfall of funding due to an inability to raise
capital in the securities market. Since further funding is required, and if none
is received, we would be forced to rely on our existing cash in the bank or
secure short-term loans. This may hinder our ability to complete our product
development until such time as necessary funds could be raised. In such a
restricted cash flow scenario, we would delay all cash intensive activities
including certain product development and strategic initiatives described above.

                                      -15-



<PAGE>

SUBSEQUENT EVENTS

Subsequent to December 31, 2004, the following note holders converted principal
into common shares. Alpha Capital Akteingesellschaft converted $350,000 of note
principal into 9,724,106 common shares at an average conversion price of $0.037.
Whalehaven Fund Ltd. converted $40,000 of note principal into 1,026,466 common
shares at an average conversion price of $0.039. Ellis International Limited
converted $84,500 of note principal into 2,097,779 common shares at an average
conversion price of $0.04. Stonestreet Limited Partnership converted $200,000 of
note principal into 5,928,797 common shares at an average conversion price of
$0.034. Momona Capital Corp. converted $75,000 of note principal into 1,938,262
common shares at an average conversion price of $0.038.

On March 18, 2005, we held our first closing pursuant to a Subscription
Agreement we entered into with several accredited investors dated as of March
18, 2005, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $2,000,000 in 6% convertible promissory notes, and 100 Class
A and Class B common stock purchase warrants for each 100 shares which would be
issued on each closing date assuming full conversion of the convertible notes
issued on each such closing date. We issued the aforementioned securities to the
investors pursuant to Rule 506 of Regulation D as promulgated under the
Securities Act of 1933, as amended (the "Act"), and/or Section 4(2) of the Act.

$1,000,000 of the purchase price was paid to us by the investors on the initial
closing date of March 18, 2005 and $1,000,000 of the purchase price will be paid
to us pursuant to the second closing, which will take place on the 5th day after
the actual effectiveness of the registration statement which we are required to
file with the Securities and Exchange Commission registering the shares of our
common stock, par value $.001 per share, issuable upon conversion of the
promissory notes and exercise of the warrants.

The convertible notes bear simple interest at 6% per annum payable upon each
conversion, June 1, 2005 and semi-annually thereafter and mature 3 years after
the date of issuance. Each investor shall have the right to convert the
convertible notes after the date of issuance and at any time, until paid in
full, at the election of the investor into fully paid and nonassessable shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.047 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded.

We issued an aggregate of 29,069,768 Class A common stock purchase warrants and
29,069,768 Class B common stock purchase warrants to the investors, representing
100 Class A and Class B warrants issued for each 100 shares which would be
issued on the each closing date assuming full conversion of the convertible
notes issued on each such closing date. The Class A warrants are exercisable
until four years from the initial closing date at an exercise price of $0.045
per share. The Class B warrants are exercisable until four years from the
initial closing date at an exercise price of $0.06 per share. The holder of the
Class B warrants will be entitled to purchase one share of common stock upon
exercise of the Class B warrants for each share of common stock previously
purchased upon exercise of the Class A warrants.

                                      -16-



<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

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

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                                    CONTENTS

                                                                       Page
                                                                       ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNING FIRM                  F-1

FINANCIAL STATEMENTS:
  Balance Sheets                                                        F-2
  Statements of Operations                                              F-3
  Statements of Stockholders' Equity (Deficit)                       F-4 - F-7
  Statements of Cash Flows                                           F-8 - F-9
  Notes to Financial Statements                                      F-10 - F-23








                                      -17-



<PAGE>


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
One Voice Technologies

We have audited the accompanying balance sheets of One Voice Technologies, Inc.
(a Development Stage Enterprise) as of December 31, 2004 and 2003, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the years then ended and for the period January 1, 1999 (inception) to
December 31, 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of One Voice Technologies (a
Development Stage Enterprise) as of December 31, 2004 and 2003, and the results
of its operations and its cash flows for the years then ended and for the period
January 1, 1999 (inception) to December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, One Voice Technologies (a
Development Stage Enterprise) has reported accumulated losses during the
development stage aggregating $37,841,486 and had a working capital deficiency
of $810,682 as of December 31, 2004. These factors raise substantial doubt the
about the Company's ability to continue as a going concern. Management's plans
as to these matters are described in Note 1. The 2004 financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.

Peterson & Co., LLP
San Diego, California
March 7, 2005



                                      F-1



<PAGE>
<TABLE>

                                    ONE VOICE TECHNOLOGIES, INC.
                                  BALANCE SHEETS - DECEMBER 31, 2004 & 2003

                                               ASSETS

                                                                     2004               2003
                                                                 -------------      -------------
<S>                                                              <C>                      <C>
CURRENT ASSETS:
  Cash and cash equivalents                                      $    535,642             53,709
  Other receivable                                                      6,274            137,000
  Inventories                                                           9,724                  -
  Other current assets                                                 27,756             37,698
                                                                 -------------      -------------

          Total current assets                                        579,396            228,407

PROPERTY AND EQUIPMENT, net of
  accumulated depreciation and amortization                           177,949            214,351

OTHER ASSETS:
  Software development costs, net                                      77,865            393,857
  Software licensing,net                                                  835              2,839
  Trademarks, net                                                      13,310             47,667
  Patents,net                                                         118,569             78,186
  Deposits                                                              2,157              9,926
  Deferred debt issue costs                                            96,954             48,200
                                                                 -------------      -------------

          Total assets                                           $  1,067,035       $  1,023,433
                                                                 =============      =============


                              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                               $    162,625       $    173,088
  Accrued expense                                                      72,887             58,419
  Security deposits                                                    12,522             12,522
  License agreement liability                                       1,050,000            670,000
  Current portion of convertible notes payable,net                     92,044            106,154
                                                                 -------------      -------------
         Total current liabilities                                  1,390,078          1,020,183

LONG-TERM DEBT:
  Long term portion of notes payable,net                              100,000            100,000
  Long term portion of convertible notes payable                       32,656             19,957
                                                                 -------------      -------------
         Total liabilities                                          1,522,734          1,140,140


STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock; $.001 par value, 10,000,000 shares
   authorized, no shares issued and outstanding                           --                 --
   Common stock; $.001 par value, 990,000,000 and 250,000,000
   Shares authorized at December 31, 2004 and 2003,
   respectively; 246,467,927 and 107,130,165 shares issued
   and outstanding at December 31, 2004 and 2003, respectively        246,468            107,131
  Additional paid-in capital                                       37,139,319         32,235,170
  Deficit accumulated during development stage                    (37,841,486)       (32,459,008)
                                                                 -------------      -------------

          Total stockholders' equity (deficit)                       (455,699)          (116,707)
                                                                 -------------      -------------

          Total liabilities and stockholders' equity (deficit)   $  1,067,035       $  1,023,433
                                                                 =============      =============


          The accompanying notes form an integral part of these financial statements.

                                                F-2
</TABLE>


<PAGE>
<TABLE>

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

                               STATEMENTS OF OPERATIONS


                                                                        >From inception
                                                                         on January 1,
                                         Year ended      Year ended        1999 to
                                         December 31,    December 31,    December 31,
                                            2004            2003            2004
                                        -------------   -------------   -------------
<S>                                     <C>             <C>             <C>
REVENUE                                 $      2,105    $     50,000    $    702,426

COST OF REVENUE                                1,930           6,000         207,605
                                        -------------   -------------   -------------

GROSS PROFIT                                     175          44,000         494,821

GENERAL AND ADMINISTRATIVE EXPENSES        5,382,653       5,975,972      38,336,307
                                        -------------   -------------   -------------

NET LOSS                                $ (5,382,478)   $ (5,931,972)   $(37,841,486)
                                        =============   =============   =============

NET LOSS PER SHARE, basic and diluted   $       (.03)   $       (.09)
                                        =============   =============

WEIGHTED AVERAGE SHARES OUTSTANDING,
  basic and diluted                      188,236,940      65,729,000
                                        =============   =============

The accompanying notes form an integral part of these financial statements.


                                       F-3
</TABLE>


<PAGE>

<TABLE>
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                           Deficit
                                                                                         accumulated
                                                Common stock              Additional       during           Total
                                        -----------------------------      paid-in       development    stockholders'
                                            Shares         Amount          capital          stage      equity (deficit)
                                        -------------   -------------   -------------   -------------   -------------
<S>                                      <C>            <C>             <C>             <C>             <C>
Balance at January 1, 1999                12,720,000    $     12,720    $               $               $     12,720

Net proceeds from issuance of
  common stock in connection
  with merger                              7,000,000           7,000         106,236                         113,236

Net proceeds from issuance of
  common stock                             1,500,000           1,500       2,544,422                       2,545,922

Net issuance of common stock in
  exchange for services                      150,000             150         299,850                         300,000

Redemption of common stock               (10,000,000)        (10,000)                                        (10,000)

Net loss for the year ended
  December 31, 1999                                                                       (1,782,215)     (1,782,215)
                                        -------------   -------------   -------------   -------------   -------------

Balance at December 31, 1999              11,370,000          11,370       2,950,508      (1,782,215)      1,179,663

Net proceeds from issuance of
  common stock and warrants                  312,500             313       1,779,523                       1,779,836

Net proceeds from issuance of
  common stock and warrants                  988,560             988      12,145,193                      12,146,181

Issuance of warrants in exchange
  for services                                                                55,000                          55,000

Issuance of options in exchange
  for services                                                               199,311                         199,311

Issuance of warrants in connection
  with financing                                                           1,576,309                       1,576,309

Net loss for the year ended
  December 31, 2000                                                                       (9,397,620)     (9,397,620)
                                        -------------   -------------   -------------   -------------   -------------
Balance at December 31, 2000              12,671,060          12,671      18,705,844     (11,179,835)      7,538,680

                                                  (Continued)

                     The accompanying notes form an integral part of these financial statements.

                                                         F-4
</TABLE>


<PAGE>

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

                               STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

                                                                                           Deficit
                                                                                         accumulated
                                                Common stock              Additional       during           Total
                                        -----------------------------      paid-in       development    stockholders'
                                            Shares         Amount          capital          stage      equity (deficit)
                                        -------------   -------------   -------------   -------------   -------------
<S>                                        <C>                 <C>           <C>                             <C>
Conversion of debt to equity, net
 of unamortized debt discount              3,220,765           3,220         571,867                         575,087

Issuance of options in
  exchange for services                                                       58,864                          58,864

Issuance of stock and warrants
  in connection with settlement              110,000             110         247,940                         248,050

Proceeds from sale of common stock
  and warrants, net of offering costs        702,350             702         839,318                         840,020

Issuance of warrants in connection
  with debt financing                                                         92,400                          92,400

Beneficial conversion feature
  embedded in debt securities                                                417,450                         417,450

Conversion of debt to equity -
  Laurus Master Fund                       3,402,600           3,403         595,399                         598,802

Conversion of debt to equity -
  Stonestreet Capital                      2,973,780           2,974         506,137                         509,111

Net loss for the year ended
  December 31, 2001                                                                       (8,778,279)     (8,778,279)
                                        -------------   -------------   -------------   -------------   -------------

Balance at December 31, 2001              23,080,555          23,080      22,035,219     (19,958,114)      2,100,185

Conversion of debt to equity               2,624,447           2,624         309,714                         312,338

Issuance of warrants in connection
  with debt financing                                                        577,879                         577,879

Beneficial conversion feature
  embedded in debt securities                                              1,948,765                       1,948,765

Issuance of options in exchange
  for services                                                               107,276                         107,276


                                                     (Continued)

                     The accompanying notes form an integral part of these financial statements.

                                                         F-5
</TABLE>


<PAGE>
<TABLE>

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

                                STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

                                                                                           Deficit
                                                                                         accumulated
                                                Common stock              Additional       during           Total
                                        -----------------------------      paid-in       development    stockholders'
                                            Shares         Amount          capital          stage      equity (deficit)
                                        -------------   -------------   -------------   -------------   -------------
<S>                                      <C>            <C>             <C>             <C>             <C>
Issuance of common stock                   2,666,667           2,667         721,166                         723,833

Cashless exercise of warrants                 10,512              11             (11)                             --

Exercise of warrants for cash                 20,000              20           3,380                           3,400

Re-pricing adjustment for
  warrants outstanding                            --              --           9,000                           9,000

Shares issued in re-pricing-
  Stonestreet Capital                        833,334             833         174,167                         175,000

Conversion of debt to equity -
  Laurus Master Fund                       2,110,129           2,110         703,345                         705,455

Conversion of debt to equity -
  Stonestreet Capital                      4,294,596           4,294         899,405                         903,699

Conversion of debt to
  equity - Alpha Capital                   2,767,752           2,768         342,232                         345,000

Conversion of debt to
  equity - Ellis Enterprise                  300,842             301          39,699                          40,000

Conversion of debt to
  equity - Bristol Investments               225,699             226          29,774                          30,000

Net loss for the year ended
  December 31, 2002                                                                       (6,568,922)     (6,568,922)
                                        -------------   -------------   -------------   -------------   -------------

Balance at December 31, 2002              38,934,533    $     38,934    $ 27,901,010    $(26,527,036)   $  1,412,908

Issuance of warrants in connection
  with debt financing                                                        384,255                         384,255

Beneficial conversion feature
  embedded in debt securities                                              1,291,535                       1,291,535

Issuance of options in exchange
  For services                                                                12,543                          12,543

Conversion of debt to
  equity - Alpha Capital                  32,644,593          32,645       1,294,342                       1,326,987

Conversion of debt to
  equity - Bristol Investments            17,340,192          17,341         707,392                         724,733

Conversion of debt to
  equity - Ellis Enterprise               12,426,253          12,426         497,472                         509,898

Conversion of debt to
  equity - Greenwich Funds                 3,849,278           3,849          97,762                         101,611


Conversion of debt to
  equity - 0114 Limited                    1,935,766           1,936          48,859                          50,795


Net loss for the year ended
  December 31, 2003                                                                       (5,931,972)     (5,931,972)
                                        -------------   -------------   -------------   -------------   -------------

Balance at December 31, 2003             107,130,615    $    107,131    $ 32,235,170    $(32,459,008)   $   (116,707)


                                                         F-6
</TABLE>


<PAGE>

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

                               STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)


                                                                                           Deficit
                                                                                         accumulated
                                                Common stock              Additional       during           Total
                                        -----------------------------      paid-in       development    stockholders'
                                            Shares         Amount          capital          stage      equity (deficit)
                                        -------------   -------------   -------------   -------------   -------------
<S>                                      <C>                 <C>          <C>            <C>              <C>
Issuance of warrants in connection
  with debt financing                                                      1,281,550                       1,281,550

Beneficial conversion feature
  embedded in debt securities                                                707,488                         707,488

Exercise of warrants for cash             12,008,067          12,008       1,368,121                       1,380,129

Debt issue costs                                                             120,138                         120,138

Conversion of debt to
  equity - Alpha Capital                  25,720,939          25,721         587,172                         612,893

Conversion of debt to
  equity - Bristol Investments             4,317,308           4,317          96,708                         101,025

Conversion of debt to
  equity - Ellis Enterprise                5,229,575           5,230         165,230                         170,460

Conversion of debt to
  equity - Greenwich Funds                 2,541,700           2,542          99,889                         102,431

Conversion of debt to
  equity - Whalehaven Capital              2,639,175           2,639         124,834                         127,473

Conversion of debt to
  equity - Whalehaven Fund                 2,009,448           2,009          84,787                          86,796

Conversion of debt to
  equity - Momona Capital                    375,994             376          14,777                          15,153

Conversion of debt to
  equity - Stonestreet Limited             6,067,844           6,068         239,640                         245,708

Conversion of debt to
  equity - La Jolla Cove                  78,427,262          78,427          13,845                          92,272

Net loss for the year ended
  December 31, 2004                                                                       (5,382,478)     (5,382,478)
                                        -------------   -------------   -------------   -------------   -------------

Balance at December 31, 2004             246,467,927    $    246,468    $ 37,139,349    $(37,841,486)   $   (455,669)
                                        =============   =============   =============   =============   =============


                     The accompanying notes form an integral part of these financial statements.

                                                         F-7
</TABLE>


<PAGE>

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

                                      STATEMENTS OF CASH FLOWS


                                                                                      From inception
                                                                                      on January 1,
                                                       Year ended       Year ended       1999 to
                                                      December 31,     December 31,    December 31,
                                                          2004            2003            2004
                                                      -------------   -------------   -------------
<S>                                                   <C>             <C>             <C>
Cash flows from
 operating activities:
  Net loss                                            $ (5,382,478)   $ (5,931,972)   $(37,841,486)
                                                      -------------   -------------   -------------

 Adjustments to reconcile net loss to
  net cash used in operating activities:
      Depreciation and amortization                        499,216         664,302       4,336,076
      Loss on disposal of assets                                --              --          23,340
      Amortization of discount and finance cost          1,737,993       2,308,154       7,442,629
      Options issued in exchange for services                   --          12,543         459,393
      Warrants issued in exchange for services                  --              --         221,650

 Changes in operating assets and liabilities:
  (Increase) decrease in assets:

      Other receivable                                     130,726        (107,112)         (6,274)

      Inventories                                           (9,724)             --          (9,724)

      Prepaid expenses                                       9,942          25,849         (27,756)
      Deposits                                               7,769          36,971          (2,157)
      Deferred debt issue costs                            (48,754)        (48,200)        (96,954)

  Increase (decrease) in liabilities:
      Accounts payable                                     (10,463)        480,382         162,625
      Accrued expenses                                      14,468              --          72,887
      License agreement liability                          380,000              --       1,050,000
      Deposit                                                   --              --          12,522

                                                      -------------   -------------   -------------

          Net cash used in operating activities         (2,671,305)     (2,559,083)    (24,203,229)
                                                      -------------   -------------   -------------

Cash flows from investing activities:
  Purchase of property and equipment                       (63,046)        (31,201)     (1,492,063)
  Software licensing                                            --             --       (1,145,322)
  Software development costs                               (22,080)        (76,438)     (1,675,601)
  Trademarks                                                                  (262)       (242,731)
  Patents                                                  (65,718)        (35,312)       (175,495)
  Loan fees                                                     --              --        (200,000)
                                                      -------------   -------------   -------------

          Net cash used in investing activities           (150,844)       (143,213)     (4,931,212)
                                                      -------------   -------------   -------------

                                             (Continued)

            The accompanying notes form an integral part of these financial statements.

                                                F-8

</TABLE>


<PAGE>

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

                                STATEMENTS OF CASH FLOWS (CONTINUED)


                                                                                      From inception
                                                                                      on January 1,
                                                       Year ended       Year ended       1999 to
                                                      December 31,     December 31,    December 31,
                                                          2004            2003            2004
                                                      -------------   -------------   -------------
<S>                                                   <C>             <C>             <C>
Cash flows from financing activities:
  Proceeds from issuance of common stock, net                   --              --      18,465,148
  Proceeds from convertible note payable, net            1,935,038       1,906,850       9,745,891
  Proceeds from notes payable                                   --         100,000         100,000
  Proceeds from warrant exercise                         1,369,044              --       1,369,044
  Retirement of common stock, net                               --              --         (10,000)
                                                      -------------   -------------   -------------

          Net cash provided by financing activities      3,304,082       2,006,850      29,670,083
                                                      -------------   -------------   -------------

Net increase (decrease) in cash                            481,933        (695,446)        535,642
Cash and cash equivalents, beginning of year                53,709         745,155              --
                                                      -------------   -------------   -------------

Cash and cash equivalents, end of year                $    535,642    $     49,709    $    535,642
                                                      =============   =============   =============

Supplemental disclosure of cash flow information:
  Interest paid                                       $     74,621    $     35,189    $     80,444
                                                      =============   =============   =============
  Income taxes paid                                   $        800    $        800    $      7,487
                                                      =============   =============   =============

Supplemental disclosure of non-cash financing activities:

   Options issued in exchange for services            $        --     $     12,543    $    377,993
                                                      =============   =============   =============
   Shares issued for re-pricing of conversion rate    $        --     $         --    $    175,000
                                                      =============   =============   =============
   Common shares and warrants issued for settlement   $         --    $         --    $    303,050
                                                      =============   =============   =============
   Warrants issued in connection with financing       $  1,281,550    $    384,255    $  5,571,703
                                                      =============   =============   =============
   Beneficial conversion feature of debt              $    707,488    $  1,291,535    $  4,365,238
                                                      =============   =============   =============
   Common Stock issued upon conversion of debt        $  1,554,211    $  2,714,024    $  8,287,727
                                                      =============   =============   =============


                                                F-9
</TABLE>


<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION:

One Voice Technologies, Inc. is incorporated under the laws of the State of
Nevada. The Company commenced operations in 1999.

GOING CONCERN:

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
Company has incurred significant losses since inception of $37,841,486 and used
cash for operations of $ 2,671,305 during the year ended December 31, 2004. The
Company also has a working capital deficit of $810,682 and a stockholders'
deficit of $455,699 as of December 31, 2004. These factors raise substantial
doubt about the Company's ability to continue as a going concern unless the
Company enters into a significant revenue-bearing contract. Management is
currently seeking additional equity or debt financing. Additionally, management
is currently pursuing revenue-bearing contracts utilizing various applications
of its technology including wireless technology. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

BUSINESS ACTIVITY:

The Company develops voice recognition based software for both the Telecom and
Interactive Multimedia PC sectors.

USE OF ESTIMATES:

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

DEVELOPMENT STAGE ENTERPRISE:

The Company is a development stage company as defined by Statement of Financial
Accounting Standards No. 7, "Accounting and Reporting by Development Stage
Enterprises." All losses accumulated since inception of One Voice Technologies,
Inc. have been considered as part of the Company's development stage activities.

FAIR VALUE:

The Company's financial instruments consist principally of accounts payable and
notes payable as defined by Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments." The carrying value of the financial instruments, none of
which are held for trading purposes, approximates their fair value due to the
short-term nature of these instruments.

CASH AND CASH EQUIVALENTS:

For purposes of the statement of cash flows, cash equivalents include all highly
liquid debt instruments with original maturities of three months or less which
are not securing any corporate obligations.

CONCENTRATION:

The Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts.

                                      F-10



<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

REVENUE RECOGNITION:

The Company recognizes revenues when earned in the period in which the service
is provided. The Company's revenue recognition policies are in accordance with
the American Institute of Certified
Public Accountants ("AICPA") Statement of Position ("SOP") 97-2, Software
Revenue Recognition, as amended by SOP 98-4 and SOP 98-9. Any revenues from
software arrangements with multiple elements are allocated to each element of
the arrangement based on the relative fair values using specific objective
evidence as defined in the SOPs. If no such objective evidence exists, revenues
from the arrangements are not recognized until the entire arrangement is
completed and accepted by the customer. Once the amount of the revenue for each
element is determined, the Company recognizes revenues as each element is
completed and accepted by the customer. For arrangements that require
significant production, modification or customization of software, the entire
arrangement is accounted for by the percentage of completion method, in
conformity with Accounting Research Bulletin ("ARB") No. 45 and SOP 81-1.

Service and license fees are deferred and recognized over the life of the
agreement. Revenues from the sale of products will be recognized upon shipment
of the product.

ADVERTISING AND PROMOTION COSTS:

Advertising and promotion costs are expensed as incurred. For the years ended
December 31, 2004 and 2003, advertising and promotion costs were $27,262 and
$11,770 respectively.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Depreciation is being provided by
use of the straight-line method over the estimated useful lives of the assets,
ranging from three to seven years.

INVENTORIES:

Inventories are valued at the lower of cost or market based on actual cost.

DEBT WITH STOCK PURCHASE WARRANTS:

The proceeds received from debt issued with stock purchase warrants is allocated
between the debt and the warrants, based upon the relative fair values of the
two securities, with the balance allocated to warrants being accounted for as
additional paid-in capital. The resulting debt discount is amortized to expense
over the term of the debt instrument, using the interest method. In the event of
settlement of such debt in advance of the maturity date, an expense is
recognized based upon the difference between the then carrying amount (i.e.,
face amount less unamortized discount) and amount of payment.

DEBT WITH BENEFICIAL CONVERSION FEATURE:

In January 2001, the Financial Accounting Standards Board Emerging Issues Task
Force issued EITF 00-27 effective for convertible debt instruments issued after
November 16, 2000. This pronouncement requires the use of the intrinsic value
method for recognition of the detachable and embedded equity features included
with indebtedness, and requires amortization of the amount associated with the
convertibility feature over the life of the debt instrument rather than the
period for which the instrument first becomes convertible. The
discount is amortized using the effective interest rate method over the life of
the debt. Upon conversion of the debt, any unamortized debt issue costs will be
charged to expense.

                                      F-11




<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS



(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

SOFTWARE DEVELOPMENT COSTS:

The Company accounts for their software development costs in accordance with
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed," ("SFAS No. 86").
SFAS No. 86 requires the Company to capitalize the direct costs and allocate
overhead associated with the development of software products. Initial costs are
charged to operations as research prior to the development of a detailed program
design or a working model. Costs incurred subsequent to the product release, and
research and development performed under contract are charged to operations.
Capitalized costs are amortized over the estimated product life of four years on
the straight-line basis. The Company evaluates for impairment losses annually or
when economic circumstances necessitate. The Company will recognize an
impairment loss if the amount by which the unamortized capitalized cost of a
computer software product exceeds the net realizable value of that asset. No
impairment losses were recognized during the years ended December 31, 2004 and
2003.

Amortization expense totaled $338,072 and $407,481 for the years ended December
31, 2004 and 2003, respectively. Accumulated amortization as of December 31,
2004 amounted to $1,597,736.


TRADEMARKS AND PATENTS:

The Company's trademark costs consist of legal fees paid in connection with
trademarks. The Company amortizes trademarks using the straight-line method over
the period of estimated benefit, generally four years. Amortization expense
charged for the years ended December 31, 2004 and 2003 totaled $34,357 and
$59,017, respectively. Accumulated amortization as of December 31, 2004 amounted
to $229,421.

The Company's patent costs consist of legal fees paid in connection with patents
pending. The Company amortizes patents using the straight-line method over
the period of estimated benefit, generally five years. Amortization expense
charged for the years ended December 31, 2004 and 2003 totaled $25,335 and
$18,971, respectively. Accumulated amortization as of December 31, 2004 amounted
to $56,926.

In accordance with SFAS 142, the Company periodically evaluates whether events
or circumstances have occurred that may affect the estimated useful life or the
recoverability of the remaining balance of the patent and trademarks. Impairment
of the assets is triggered when the estimated future undiscounted cash flows do
not exceed the carrying amount of the intangible asset. If the events or
circumstances indicate that the remaining balance of the assets may be
permanently impaired, such potential impairment will be measured based upon the
difference between the carrying amount of the assets and the fair value of such
assets, determined using the estimated future discounted cash flows generated.


NET LOSS PER COMMON SHARE:

Basic earnings per share is calculated using the weighted-average number of
outstanding common shares during the period. Diluted earnings per share is
calculated using the weighted-average number of outstanding common shares and
dilutive common equivalent shares outstanding during the period, using either
the as-converted method for convertible notes and convertible preferred stock or
the treasury stock method for options and warrants.

The net loss per common share for the years ended December 31, 2004 and 2003 is
based on the weighted average number of shares of common stock outstanding
during the periods. Potentially dilutive securities include options, warrants
and convertible preferred stock; however, such securities have not been included
in the calculation of the net loss per common share as their effect is
antidilutive.

                                      F-12




<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED:

INCOME TAXES:

Deferred income taxes are reported using the asset/liability method. Deferred
tax assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

INCENTIVE AND STOCK BASED COMPENSATION:

Pro forma information regarding the effect on operations as required by SFAS 123
and SFAS 148, has been determined as if the Company had accounted for its
employee stock options under the fair value method of that statement. Pro forma
information, using the Black-Scholes method at the date of grant, is based on
the following assumptions:

                Expected life                       2.7 Years
                Risk-free interest rate                  5.0%
                Dividend yield                              -
                Volatility                               100%

This option valuation model requires input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing model does not necessarily provide a reliable single
measure of fair value of its employee stock options.

For purposes of SFAS 123 pro forma disclosures, the estimated fair value of the
options is amortized to expense over the option's vesting period. No expense was
recognized under APB 25. The Company's pro forma information is as follows:

<TABLE>
                                                     December 31, 2004   December 31, 2003
                                                    ------------------  ------------------

<S>                                                      <C>                 <C>
     Net loss, as reported                               $(5,382,478)        $(5,931,972)
                                                         ------------        ------------
     Stock compensation calculated under SFAS 123        $   (51,500)        $  (419,000)
                                                         ------------        ------------
     Pro forma net loss                                  $(5,330,978)        $(6,350,972)
                                                         ------------        ------------

     Basic and diluted historical loss per share         $     (0.03)        $     (0.09)
                                                         ------------        ------------
     Pro forma basic and diluted loss per share          $     (0.03)        $     (0.10)
                                                         ------------        ------------
</TABLE>

NEW ACCOUNTING PRONOUNCEMENTS:

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" (an interpretation of Accounting Research Bulletin
(ARB) No. 51, Consolidated Financial Statements). Interpretation 46 addresses
consolidation by business enterprises of entities to which the usual condition
of consolidation described in ARB-51 does not apply. The Interpretation changes
the criteria by which one company includes another entity in its consolidated
financial statements. The general requirement to consolidate under ARB-51 is
based on the presumption that an enterprise's financial statements should
include all of the entities in which it has a controlling financial interest
(i.e., majority voting interest). Interpretation 46 requires a variable interest
entity to be consolidated by a company that does not have a majority voting
interest, but nevertheless, is subject to a majority of the risk of loss from
the variable interest entity's activities or entitled to receive a majority of
the entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity.

                                      F-13




<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED:

In December 2003 the FASB concluded to revise certain elements of FIN 46,
primarily to clarify the required accounting for interests in variable interest
entities. FIN-46R replaces FIN-46, that was issued in January 2003. FIN-46R
exempts certain entities from its requirements and provides for special
effective dates for entities that have fully or partially applied FIN-46 as of
December 24, 2003. In certain situations, entities have the option of applying
or continuing to apply FIN-46 for a short period of time before applying
FIN-46R. In general, for all entities that were previously considered special
purpose entities, FIN 46 should be applied in periods ending after December 15,
2003. Otherwise, FIN 46 is to be applied for registrants who file under
Regulation SX in periods ending after March 15, 2004, and for registrants who
file under Regulation SB, in periods ending after December 15, 2004. The Company
does not expect the adoption to have a material impact on the Company's
financial position or results of operations.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under
Statement 133. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designated after June 30,
2003. The guidance should be applied prospectively. The Company does not expect
the adoption of SFAS No. 149 to have a material impact on its consolidated
financial position, results of operations or stockholders' equity.

In May 2003, the FASB Issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
clarifies the accounting treatment for certain financial instruments with
characteristics of both liabilities and equity and requires that those
instruments be classified as liabilities in statements of financial position.
SFAS No. 150 is effective for financial instruments entered into or modified
after May 31, 2003 and otherwise is effective for public entities at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS No. 150 did not have a material impact on the Company's
financial position, results of operations or stockholders' equity.

In December 2004, the Financial Accounting Standards Board issued SFAS No.
123(R), "Share-Based Payment". SFAS No. 123(R) replaces SFAS No. 123 "Accounting
for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting
for Stock Issued to Employees". SFAS No. 123(R) requires compensation costs
related to share-based payment transactions to be recognized in the financial
statements over the period that an employee provides service in exchange for the
award. SFAS No. 123(R) is effective for period beginning after June 15, 2005.
The Company plans to adopt SFAS No. 123(R) on July 1, 2005, the beginning of its
third fiscal quarter. SFAS 123(R) eliminates the alternative to use the
intrinsic value method of accounting that was provided in SFAS 123 as originally
issued. In accordance with SFAS No. 148, the Company has been disclosing the
impact on net income and earnings per share had the fair value based method been
adopted.


(3) PROPERTY AND EQUIPMENT:

<TABLE>
A summary is as follows:                                               2004           2003
                                                                  -------------   -------------
<S>                                                               <C>             <C>
                  Computer equipment                              $    553,844    $    495,126
                  Website development                                   38,524          35,974
                  Equipment                                            197,049         197,048
                  Furniture and fixtures                               122,020         120,243
                  Web host computer equipment                          420,993         420,993
                  Leasehold improvements                                15,222          15,222
                  Telephone equipment                                   99,910          99,910
                                                                  -------------   -------------

                                                                     1,447,562       1,384,516
                  Less accumulated depreciation and amortization     1,269,612       1,170,165
                                                                  -------------   -------------

                                                                  $    177,950    $    214,351
                                                                  =============   =============
</TABLE>

Depreciation expense totaled $99,448 and $94,866 for the years ended December
31, 2004 and 2003, respectively.


                                      F-14


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(4) NOTES PAYABLE:

On August 8, 2003 the Company entered into a note payable in the amount of
$100,000, with principal and interest at 8.0% per annum, due on August 8, 2008.
At December 31, 2004 and 2003 the balance on the note payable was $100,000.


(5) LICENSE AGREEMENT LIABILITY

In March 2000 the Company entered into a Software License Agreement ("License
Agreement")with Phillips Speech Processing, a division of Philips Electronics
North America ("Phillips"). Pursuant to the License Agreement, the Company
received a world-wide, limited, nonexclusive license to certain speech
recognition software owned by Phillips. The initial term of the License
Agreement was three (3) years, and the License Agreement included an extended
term provision under which the License Agreement was automatically renewable for
successive one (1) year periods, unless terminated by either party upon a
minimum of sixty (60) days written notice prior to the expiration of the initial
term or any extended.

The License Agreement provides for the Company to pay a specified commission on
revenues from products incorporating licensed software, and includes minimum
royalty payment obligations over the initial three (3) year term of the License
Agreement in the aggregate amount of $1,100,000.

Under an amendment to the License Agreement entered into in March 2002, the
initial term of the License Agreement was extended for two (2) years, and the
aggregate minimum royalty payment was increased to $1,500,000. The amendment
also included a revised payment schedule of the minimum royalty payment
obligation that provided for semi-annual payments of $250,000 (due on June 30th
and December 31st of each year) during 2002, 2003 and 2004. In lieu of scheduled
payments, in May, 2003, based on a verbal agreement with Phillips, the Company
began making monthly payments of $15,000, of which $10,000 is being applied
against the remaining minimum royalty payment due and $5,000 is being applied as
interest.

As of December 31, 2004 and 2003, the outstanding minimum royalty obligations
pursuant to the License Agreement were $1,050,000 and $670,000, respectively.


(6) CONVERTIBLE NOTES PAYABLE:

On April 10, 2003, the Company entered into a securities purchase agreement with
four accredited investors, Alpha Capital Aktiengesellschaft, Ellis Enterprises
Ltd., Greenwich Growth Fund Limited, and 01144 Limited for the issuance of 4%
convertible debentures in the aggregate amount of $600,000. The notes bear
interest at 4% (effective interest rate in excess of 100%), mature on April 10,
2005, and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.1166 or (ii) 80% of the average of the five
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before April 10, 2005 without the consent of the
holder. The full principal amount of the convertible notes is due upon default
under the terms of convertible notes. In addition, the Company issued an
aggregate of 350,004 warrants to the investors. The warrants are exercisable
until April 10, 2008 at a purchase price of $.1272 per share. Net proceeds
amounted to approximately $540,000, net of debt issue cash cost of $60,000. The
fair value of the warrants of $25,000 using Black Scholes option pricing model
and the beneficial conversion feature of approximately $515,000 have been
amortized over the life of the debt using the interest method. Upon conversion
of the debt, any unamortized debt issue costs was charged to interest expense.

On June 30, 2003, the Company entered into a securities purchase agreement with
two accredited investors, Alpha Capital Aktiengesellschaft, and Bristol
Investment Fund Limited for the issuance of 4% convertible debentures in the
aggregate amount of $500,000. The notes bear interest at 4% (effective interest
rate in excess of 100% on the aggregate amount), mature on June 20, 2005, and
are convertible into the Company's common stock, at the holders' option, at the
lower of (i) $0.1023 or (ii) 80% of the average of the five lowest closing bid
prices for the common stock on a principal market for the 30 trading days before
but not including the conversion date. The note may not be paid, in whole or in
part, before June 30, 2005 without the consent of the holder. The full principal
amount of the convertible notes is due upon default under the terms of
convertible notes. In addition, the Company issued an aggregate of 291,670
warrants to the investors. The warrants are exercisable until June 30, 2008 at a
purchase price of $.1116 per share. Net proceeds amounted to approximately
$437,500, net of debt issue cash cost of $62,500. The fair value of the warrants
of $11,000 using Black Scholes option pricing model and the beneficial
conversion feature of approximately $143,000 was amortized as interest expense
over the life of the debt using the interest method. Upon conversion of the
debt, any unamortized debt issue costs was charged to interest expense.


                                      F-15


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


On September 17, 2003, the Company entered into a securities purchase agreement
with three accredited investors, Alpha Capital Aktiengesellschaft, Bristol
Investment Fund Limited and Ellis Enterprises Ltd for the issuance of 6%
convertible debentures in the amount of $375,000. The notes bear interest at 6%
(effective interest rate of 80% on the aggregate amount), mature on September
17, 2004, and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.0474 or (ii) 78% of the average of the three
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before September 17, 2004 without the consent of the
holder. The full principal amount of the convertible notes is due upon default
under the terms of convertible notes. In addition, the Company issued 4,746,837
warrants to the investors. The warrants are exercisable until September 17, 2010
at a purchase price of $.0474 per share. Net proceeds amounted to approximately
$334,500, net of debt issue cash cost of $40,500. The relative value (limited to
the face amount of the debt) of all the warrants of $164,000 using Black Scholes
option pricing model, cash cost of $40,500 and the beneficial conversion feature
of approximately $170,500 will be amortized over the life of the debt using the
interest method. Upon conversion of the debt mentioned above, any unamortized
debt issue costs will be charged to expense.

On November 10, 2003, the Company entered into a securities purchase agreement
with three accredited investors, Alpha Capital Aktiengesellschaft, Bristol
Investment Fund Limited and Ellis Enterprises Ltd for the issuance of 6%
convertible debentures in the amount of $375,000. The notes bear interest at 6%
(effective interest rate of 80% on the aggregate amount), mature on November 10,
2004, and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.0474 or (ii) 78% of the average of the three
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before November 10, 2004 without the consent of the
holder. The full principal amount of the convertible notes is due upon default
under the terms of convertible notes. In addition, the Company issued 4,746,837
warrants to the investors. The warrants are exercisable until November 10, 2010
at a purchase price of $.0474 per share. Net proceeds amounted to approximately
$345,000, net of debt issue cash cost of $30,000. The relative value (limited to
the face amount of the debt) of all the warrants of $127,000 using Black Scholes
option pricing model, cash cost of $30,000 and the beneficial conversion feature
of approximately $211,000 will be amortized over the life of the debt using the
interest method. Upon conversion of the debt mentioned above, any unamortized
debt issue costs will be charged to expense.

On December 12, 2003, the Company entered into a securities purchase agreement
with La Jolla Cove Investors, Inc. for the issuance of a 7.75% convertible
debenture in the aggregate amount of $250,000. The note bears interest at 7.75%,
matures on December 12, 2005, and is convertible into the Company's common
stock, at the holders' option. The number of common shares this debenture may be
converted is equal to the dollar amount of the debenture being converted
multiplied by eleven, minus the product of the Conversion Price multiplied by
ten times the dollar amount of the Debenture being converted, and the entire
forgoing result shall be divided by the Conversion Price. The Conversion Price
is defined as the lower of (i) $0.25 or (ii) 80% of the average of the three
lowest volume weighted average prices during the twenty (20) trading days prior
to Holder's election to convert. Beginning in the first full calendar month
after the Registration Statement is declared effective, Holder shall convert at
least 7%, but no more than 15% (such 15% maximum amount to be cumulative from
the deadline), of the face value of the debenture per calendar month into common
shares of the company, provided that the common shares are available, registered
and freely tradable. In addition, the Company issued an aggregate of 2,500,000
warrants to the investors. The warrants are exercisable until December 12, 2006
at a purchase price of $1.00 per share. Holder will exercise at least 7%, but no
more than 15% (such 15% maximum amount to be cumulative from the Deadline), of
the Warrants per calendar month, provided that the Common Shares are available,
registered and freely tradable. The 15% monthly maximum amount shall not be
applicable if the Current Market Price of the Common Stock at anytime during the
applicable month is higher than the Current Market Price of the Common Stock on
the Closing Date. In the event Holder does not exercise at least 7% of the
Warrants in any particular calendar month, Holder shall not be entitled to
collect interest on the Debenture for that month. The fair value of the warrants
of $18,000 using Black Scholes option pricing model and the beneficial
conversion feature of approximately $219,000 will be amortized as interest
expense over the life of the debt using the interest method. Upon conversion of
the debt mentioned here, any unamortized debt issue costs will be charged to
expense. As of December 31, 2003 the principal balance amounted to $250,000 and
the unamortized debt discount amounted to approximately $243,000.

                                      F-16



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


On August 18, 2004, the Company entered into a securities purchase agreement
with four accredited investors, Alpha Capital Aktiengesellschaft, Greenwich
Growth Fund Limited, Whalehaven Capital, LP and Whalehaven Fund Limited for the
issuance of 7% convertible debentures in the aggregate amount of $700,000. The
notes bear interest at 7% (effective interest rate of 146% on the aggregate
amount), mature on August 18, 2007, and are convertible into the Company's
common stock, at the holders' option, at the lower of (i) $0.085 or (ii) 80% of
the average of the three lowest closing bid prices for the common stock on a
principal market for the 30 trading days before but not including the conversion
date. The note may not be paid, in whole or in part, before August 18, 2007
without the consent of the holder. The full principal amount of the convertible
notes is due upon default under the terms of convertible notes. In addition, the
Company issued an aggregate of 7,063,774 warrants to the investors (3,531,887
Class A warrants and 3,531,887 Class B warrants).The Class A warrants are
exercisable until August 18, 2009 at a purchase price of $.0935 per share. The
Class B warrants are exercisable until August 18, 2009 at a purchase price of
$.10625 per share. Net proceeds amounted to approximately $621,000, net of debt
issue cash cost of $79,000. The fair value of the warrants of $323,000 using
Black Scholes option pricing model and the beneficial conversion feature of
approximately $298,000 will be amortized over the life of the debt using the
interest method. Upon conversion of the debt, unamortized debt issue costs are
charged to expense.

On October 28, 2004, the Company entered into a securities purchase agreement
with four accredited investors, Alpha Capital Aktiengesellschaft, Stonestreet
Limited Partnership, Ellis International Ltd. and Momona Capital Corp. for the
issuance of 7% convertible debentures in the aggregate amount of $596,000. The
notes bear interest at 7% (effective interest rate of 100% on the aggregate
amount), mature on October 28, 2007 and are convertible into the Company's
common stock, at the holders' option, at the lower of (i) $0.074 or (ii) 80% of
the average of the three lowest closing bid prices for the common stock on a
principal market for the 30 trading days before but not including the conversion
date. The note may not be paid, in whole or in part, before October 28, 2007
without the consent of the holder. The full principal amount of the convertible
note is due upon default under the terms of convertible notes. In addition, the
Company issued an aggregate of 11,825,398 Class A warrants and 11,825,398 Class
B warrants to the investors. The warrants are exercisable until October 28, 2009
at a purchase price of $0.07 per share. Net proceeds amounted to approximately
$532,000, net of debt issue cash cost of $64,000. The relative value (limited to
the face amount of the debt) of all the warrants of $276,000 using Black Scholes
option pricing model and the beneficial conversion feature of approximately
$319,000 will be amortized over the life of the debt using the interest method.
As of December 31, 2004, the balance owed was $266,000 and the unamortized
discount amounted to $250,000. Upon conversion of the debt mentioned above, any
unamortized debt issue costs will be charged to expense.

On December 23, 2004, the Company entered into a securities purchase agreement
with Alpha Capital Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
International Ltd. and Momona Capital Corp. for the issuance of 7% convertible
debentures in the aggregate amount of $894,000. The notes bear interest at 7%
(effective interest rate of 100% on the aggregate amount), mature on December
23, 2007 and are convertible into the Company's common stock, at the holders'
option, at the lower of (i) $0.074 or (ii) 80% of the average of the three
lowest closing bid prices for the common stock on a principal market for the 30
trading days before but not including the conversion date. The note may not be
paid, in whole or in part, before December 23, 2007 without the consent of the
holder. The full principal amount of the convertible note is due upon default
under the terms of convertible notes. In addition, the Company issued an
aggregate of 22,183,622 Class A warrants and 22,183,622 Class B warrants to the
investors. The warrants are exercisable until December 23, 2009 at a purchase
price of $0.07 per share. Net proceeds amounted to approximately $835,000, net
of debt issue cash cost of $59,000. The relative value (limited to the face
amount of the debt) of all the warrants of $682,000 using Black Scholes option
pricing model and the beneficial conversion feature of approximately $210,000
will be amortized over the life of the debt using the interest method. As of
December 31, 2004, the balance owed was $854,000 and the unamortized discount
amounted to $848,000. Upon conversion of the debt mentioned above, any
unamortized debt issue costs will be charged to expense.

                                      F-17



<PAGE>

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

                                        NOTES TO FINANCIAL STATEMENTS (CONTINUED)


A summary of convertible notes payable balance at December 31, 2004 is as follows:


                                                Due                    Principal        Unamortized             Net
                                               Date                     Amount            Discount            Balance
                                         -----------------       -------------------  ----------------   ----------------
<S>                                       <C>                    <C>                  <C>                <C>
     CURRENT PORTION
         La Jolla Cove
         Investors, Inc.                  December 12, 2005      $         157,728    $       (65,684)   $       92,044


     LONG-TERM PORTION

         Whalehaven Fund
         Limited                          August 18, 2007        $          40,000    $       (30,538)   $        9,462
                                                                 ------------------   ----------------   ---------------

         Alpha Capital
         Aktiengesellschaft               October 28, 2007       $         200,000    $      (186,764)   $       13,236
                                                                 ------------------   ----------------   ---------------

         Momona Capital
         Corp.                            October 28, 2007       $          21,000    $       (20,104)   $          896
                                                                 ------------------   ----------------   ---------------

         Stonestreet Limited
         Partnership                      October 28, 2007       $          40,000    $       (38,295)   $        1,705
                                                                 ------------------   ----------------   ---------------

         Ellis International
         Limited                          October 28, 2007       $           4,841    $        (4,634)   $          207
                                                                 ------------------   ----------------   ---------------

         Alpha Capital
         Aktiengesellschaft               December 23, 2007      $         300,000    $      (297,487)   $        2,513
                                                                 ------------------   ----------------   ---------------

         Momona Capital
         Corp.                            December 23, 2007      $          54,000    $       (53,548)   $          452
                                                                 ------------------   ----------------   ---------------

         Stonestreet Limited
         Partnership                      December 23, 2007      $         420,000    $      (416,483)   $        3,517
                                                                 ------------------   ----------------   ---------------

         Ellis International
         Limited                          December 23, 2007      $          79,700    $       (79,032)   $          668
                                                                 ------------------   ----------------   ---------------

            TOTAL LONG TERM PORTION                              $       1,159,541    $    (1,126,885)   $        32,656
                                                                 ==================   ================   ================


                                                               F-18
</TABLE>


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(7) COMMON STOCK:

During the year ended December 31, 2003, the note holders converted the
principal outstanding at December 31, 2002 of $1,235,000 plus accrued interest,
into 19,008,757 common shares.

During the year ended December 31, 2003, Alpha Capital Aktiengesellschaft, Ellis
Enterprises Ltd., Greenwich Growth Fund Limited, and 01144 Limited had converted
all of its April 10, 2003 notes aggregating $700,000 plus interest into
20,675,854 common shares at an average conversion price of $0.03 per share.

During the year ended December 31, 2003, Alpha Capital Aktiengesellschaft and
Bristol Investments had converted all of its June 30, 2003 notes aggregating
$500,000 plus interest into 16,990,200 common shares at an average conversion
price of $0.03 per share.

During the year ended December 31, 2003, Alpha Capital Aktiengesellschaft,
Bristol Investments and Ellis Enterprises had converted $345,000 of principal
from the September 17, 2003 notes plus interest into 11,521,271 common shares at
an average conversion price of $0.03 per share.

During the year ended December 31, 2004, La Jolla Cove Investors, Inc. exercised
warrants to purchase 922,720 shares of common stock for cash in the amount of
$922,720 and converted $92,272 of the 7.75% convertible note into 78,427,262
shares of common stock at an average exercise and conversion price of $0.001 per
share.

During the year ended December 31, 2004, Alpha Capital Aktiengesellschaft had
converted the remaining $100,000 plus interest of its September 17, 2003 note
aggregating $300,000 into 4,385,123 common shares at an average conversion price
of $0.023 per share.

During the year ended December 31, 2004, Alpha Capital Aktiengesellschaft,
Bristol Investments and Ellis Enterprises had converted the remaining $305,000
plus interest of its November 10, 2003 notes aggregating $375,000 into
20,855,601 common shares at an average conversion price of $0.015 per share.

During the year ended December 31, 2004, Alpha Capital Aktiengesellschaft,
Greenwich Growth Fund Limited, Whalehaven Capital and Whalehaven Fund had
converted $660,000 plus interest of its August 18, 2004 notes aggregating
$700,000 into 14,352,422 common shares at an average conversion price of $0.046
per share.

During the year ended December 31, 2004, Stonestreet Limited Partnership, Ellis
Enterprises And Momona Capital had converted $330,160 plus interest of its
October 28, 2004 notes aggregating $396,000 into 8,308,838 common shares at an
average conversion price of $0.04 per share.

During the year ended December 31, 2004, Ellis Enterprises had converted $40,300
of its December 23, 2004 note aggregating $120,000 into 1,000,000 common shares
at an average conversion price of $0.04 per share.

During the year ended December 31, 2004, warrants to purchase 11,085,347 shares
of common stock were exercised for cash in the amount of $1,369,044.

                                      F-19



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(8) RESEARCH AND DEVELOPMENT:

The Company performs internal research and development efforts. Research and
development expense represented $617,648 and $633,176 for the years ended
December 31, 2004 and 2003 respectively.

(9) INCOME TAXES:

At December 31, 2004 and December 31, 2003, the Company had net operating loss
carry forwards available to reduce future taxable income, if any, of
approximately $ 29,500,000 and $27,350,000 for Federal income tax purposes. It
also had net operating loss carry forwards available to reduce future taxable
income, if any, of approximately $ 26,700,000 and $ 24,500,000 for state
purposes. The Federal and state net operating loss carry forwards will begin
expiring in 2020 and 2007, respectively. The carryforwards may be limited if a
cumulative change in ownership of more than 50% occurs within a three year
period.

The expected income tax provision, computed based on the Company's pre-tax
income (loss) and the statutory Federal income tax rate, is reconciled to the
actual tax provision reflected in the accompanying financial statements as
follows:

<TABLE>
                                                                                                2004               2003
                                                                                            ------------       ------------
<S>                                                                                         <C>                <C>
                  Expected tax provision (benefit) at statutory rates                       $ (1,830,043)      $ (2,016,598)
                  State taxes, net of Federal benefit                                                528                528
                  Meals & Entertainment                                                            2,923              1,119
                  Change in Valuation Allowance                                                1,236,748          1,237,704
                  Amortization of Beneficial Conversion Feature                                  590,644            788,047
                                                                                            ------------       ------------

                                                                                Totals      $        800       $        800

The provision (benefit) for income taxes in 2004 and 2003 consists of the
following:

                                                                                                2004               2003
                                                                                            ------------       ------------
                  Current:
                     Federal                                                                $         --       $         --
                     State                                                                           800                800
                           Totals                                                                    800                800

                  Deferred:
                     Federal                                                                          --                 --
                     State                                                                            --                 --
                           Totals                                                                     --                 --

                           Totals                                                           $        800       $        800

Significant components of the Company's deferred tax assets and liabilities as
of December 31, 2004 and December 31, 2003 are shown below:

                                                                                                2004               2003
                                                                                            ------------       ------------
                  Deferred tax assets:
                          Accrued vacation                                                  $     23,208       $     19,594
                          Basis Difference in Fixed Assets                                        97,713             35,326
                     Net operating loss                                                       12,398,459         11,469,519
                     Other                                                                         1,716              1,716
                                                                                            ------------       ------------
                           Totals                                                           $ 12,521,096       $ 11,526,155
                                                                                            ------------       ------------
                  Deferred tax liabilities:
                     Deferred State Taxes                                                       (813,053)          (743,268)
                                                                                            ------------       ------------

                           Deferred tax asset (liability)                                   $ 11,708,044       $ 10,782,887
                           Valuation Allowance                                               (11,708,044)       (10,782,887)
                                                                                            ------------       ------------
                           Net Deferred Tax Asset (Liability)                                          0                  0
</TABLE>

                                      F-20



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(10) COMMITMENTS AND CONTINGENCIES:

The Company leases its facilities under leases that expire at various times
through October 2005. The following is a schedule by years of future minimum
rental payments required under operating leases that have noncancellable lease
terms in excess of one year as of December 31, 2004:

               Year ending December 31,
                   2005                                      191,500
                                                           ----------

               Less sublease income                           60,000
                                                           ----------

                                                           $ 131,500
                                                           ==========

Rent expense, net of sublease income of $60,000 amounted to $198,000 for the
year ended December 31, 2004.

(11) INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN:

On July 14, 1999, the Company enacted an Incentive and Nonqualified Stock Option
Plan (the "Plan") for its employees and consultants under which a maximum of
3,000,000 options (Amendment to increase the available shares from 1,500,000 to
3,000,000 approved by the shareholders in December 2001) and approved by the
shareholders may be granted to purchase common stock of the Company.

In October 2003, we held our Annual Shareholders' Meeting. Pursuant to the
meeting, our shareholders voted in favor and approved the Fourth Amended and
Restated Stock Option Plan pursuant to which the number of shares authorized
under the Plan was increased from 3,000,000 to 13,000,000.


                                      F-21



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)




(11) INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN, CONTINUED

Two types of options may be granted under the Plan: (1) Incentive Stock Options
(also known as Qualified Stock Options) which may only be issued to employees of
the Company and whereby the exercise price of the option is not less than the
fair market value of the common stock on the date it was reserved for issuance
under the Plan; and (2) Nonstatutory Stock Options which may be issued to either
employees or consultants of the Company and whereby the exercise price of the
option is greater than 85% of the fair market value of the common stock on the
date it was reserved for issuance under the plan. Grants of options may be made
to employees and consultants without regard to any performance measures. All
options issued pursuant to the Plan vest at a rate of at least 20% per year over
a 5-year period from the date of the grant or sooner if approved by the Board of
Directors. All options issued pursuant to the Plan are nontransferable and
subject to forfeiture.

The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related interpretations
in accounting for its employee stock options because the alternative fair value
accounting provided for under SFAS No. 123, "Accounting for Stock-Based
Compensation," requires use of option valuation models. Under APB 25, because
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized. The Company follows SFAS No. 123 for stock options granted to
non-employees and records a consulting expense equal to the fair value of the
options at the date of grant.

During the years ended December 31, 2004 and 2003, the Company granted 0 and
275,000 stock options exercisable respectively at an exercise price of $0.11 to
employees of the Company, of which, 250,000 options were terminated in 2003.

The number and weighted average exercise prices of options granted under the
plan for the years ended December 31, 2004 and 2003 are as follows:

                                              2004                  2003
                                      -------------------   -------------------
                                                  Average               Average
                                                  Exercise              Exercise
                                        Number     Price      Number     Price
                                      ----------  -------   ----------  -------
Outstanding at beginning of the year  1,900,500   $ 1.54    3,173,625   $ 1.58
Granted during the year                      --       --      275,000     0.12
Terminated during the year              179,000     1.12    1,548,125     1.38
Exercised during the year                    --       --           --       --
Outstanding at end of the year        1,721,500     2.70    1,900,500     1.54
Exercisable at end of the year        1,552,750     2.70    1,534,400     1.85


                                      F-22



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(12) WARRANTS:

At December 31, 2004, the Company had warrants outstanding that allow the
holders to purchase up to 78,494,252 shares of common stock.

The number and weighted average exercise prices of the warrants for the years
ended December 31, 2004 and 2003 are as follows:

                                              2004                  2003
                                      -------------------   -------------------
                                                  Average               Average
                                                  Exercise              Exercise
                                        Number     Price      Number     Price
                                      ----------  -------   ----------  -------

Outstanding at beginning of the year  16,099,643  $ 0.46      3,464,297   $ 1.26
Granted during the year               75,081,815     .08     12,635,346      .24
Terminated during the year               179,143      --             --       --
Exercised during the year             12,008,063     .11             --       --
Outstanding at end of the year        78,994,252    0.46     16,099,643     0.46
Exercisable at end of the year        78,994,252    0.46     16,099,643     0.46

(13) SUBSEQUENT EVENT:

On March 18, 2005, the Company held its first closing pursuant to a Subscription
Agreement it entered into with several accredited investors dated as of March
18, 2005, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $2,000,000 in 6% convertible promissory notes, and 100 Class
A and Class B common stock purchase warrants for each 100 shares which would be
issued on each closing date assuming full conversion of the convertible notes
issued on each such closing date.

$1,000,000 of the purchase price was paid to us by the investors on the initial
closing date of March 18, 2005 and $1,000,000 of the purchase price will be paid
to us pursuant to the second closing, which will take place on the 5th day after
the actual effectiveness of the registration statement which we are required to
file with the Securities and Exchange Commission registering the shares of our
common stock, par value $.001 per share, issuable upon conversion of the
promissory notes and exercise of the warrants.

The convertible notes bear simple interest at 6% per annum payable upon each
conversion, June 1, 2005 and semi-annually thereafter and mature 3 years after
the date of issuance. Each investor shall have the right to convert the
convertible notes after the date of issuance and at any time, until paid in
full, at the election of the investor into fully paid and nonassessable shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.047 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded.

We issued an aggregate of 29,069,768 Class A common stock purchase warrants and
29,069,768 Class B common stock purchase warrants to the investors, representing
100 Class A and Class B warrants issued for each 100 shares which would be
issued on the each closing date assuming full conversion of the convertible
notes issued on each such closing date. The Class A warrants are exercisable
until four years from the initial closing date at an exercise price of $0.045
per share. The Class B warrants are exercisable until four years from the
initial closing date at an exercise price of $0.06 per share. The holder of the
Class B warrants will be entitled to purchase one share of common stock upon
exercise of the Class B warrants for each share of common stock previously
purchased upon exercise of the Class A warrants.

Subsequent to December 31, 2004, note holders converted additional note
principal into common shares as follows:

                                                                         Average
                                              Amount       Converted    Exercise
                                             Converted    Shares Into    Price
                                            -----------   -----------   --------
         Alpha Capital Akteingesellschaft   $  350,000     9,724,106    $ 0.037
         Whalehaven Fund Ltd.                   40,000     1,026,466    $ 0.039
         Ellis Enterprise Limited               84,500     2,097,779    $ 0.040
         Stonestreet Limited Partnership       200,000     5,928,797    $ 0.034
         Momona Capital Corp.                   75,000     1,938,262    $ 0.038
                                            -----------   -----------   --------
                                            $  749,500    20,715,410    $ 0.038
                                            ===========   ===========   ========

                                      F-23



<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURES

On April 19, 2004, we notified Stonefield Josephson, Inc., ("SJ ") that we had
engaged Peterson & Co., LLP as our auditor and as a consequence, was dismissed
as our auditors. On April 12, 2004, we engaged Peterson & Co., LLP as our
independent auditor for the fiscal year ending December 31, 2004. The action to
engage Peterson & Co., LLP was taken upon the unanimous approval of the Audit
Committee of our Board of Directors.

During the last two fiscal years ended December 31, 2003 and December 31, 2002
and through April 19, 2004, (i) there were no disagreements between us and SJ on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of SJ
would have caused SJ to make reference to the matter in its reports on our
financial statements, and (ii) SJ's reports did not contain an adverse opinion
or a disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope, or accounting principles. During the last two most recent fiscal
years ended December 31, 2003 and 2002 and through April 19, 2004, there were no
reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.
SJ 's opinion in its report on our financial statements for the year ended
December 31, 2002 and 2003, included an explanatory paragraph which expressed
substantial doubt with respect to our ability to continue as a going concern.

During the two most recent fiscal years and through April 12, 2004, we have not
consulted with Peterson & Co., LLP regarding either:

1. the application of accounting principles to any specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our financial statements, and neither a written report was provided to us nor
oral advice was provided that Peterson & Co., LLP concluded was an important
factor considered by us in reaching a decision as to the accounting, auditing or
financial reporting issue; or

2. any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of Regulation S-B, or a reportable event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.

We obtained a letter from SJ addressed to the Securities and Exchange Commission
stating whether they agreed with the above statements, as it relates to them. A
copy of such letter, dated April 28, 2004, is filed as Exhibit 16.1 to the Form
8-K filed with the Commission on May 3, 2004 and is hereby incorporated by
reference.

ITEM 8A. CONTROLS AND PROCEDURES


As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal controls or in other factors that could affect these
controls during our last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.


ITEM 8B.  OTHER INFORMATION

None.

                                       18



<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

        NAME                AGE    POSITION
        ----                ---    --------
        Dean Weber          42     Chairman of the Board, President, Chief
                                   Executive Officer, Director
        Rahoul Sharan       43     Chief Financial Officer, Director
        Bradley J. Ammon    41     Director

Directors serve until the next annual meeting and until their successors are
elected and qualified. Officers are appointed to serve for one year until the
meeting of the board of directors following the annual meeting of stockholders
and until their successors have been elected and qualified. There are no family
relationships between any of our directors or officers.

Dean Weber brings an extensive background to One Voice with over 20 years of
technology and management experience. He is responsible for developing the
company's strategic vision and pioneering its products, patented technology and
business strategies. He was elected to our Board of Directors in July of 1999 as
Chairman. Before founding One Voice in 1998, Mr. Weber played key roles in many
high profile technology companies including Northrop, United Technologies and
Xerox. Throughout his career, Mr. Weber has developed a comprehensive knowledge
of Human Computer Interaction, Cognitive Science, Artificial Intelligence and
Natural Language Processing. Mr. Weber currently has numerous patents in
Artificial Intelligence, Natural Language Processing and other related
technologies. As CEO of One Voice, Mr. Weber has been instrumental in the growth
and development of the company, successfully raising over $30 million of
institutional funding, taking One Voice public, winning the Deloitte and Touche
Technology Fast 50 award, and has been featured in Forbes, Time, and on CNN. Mr.
Weber holds a Bachelor of Science degree in Computer Science from Central
Connecticut State University.

Rahoul Sharan brings over 18 years of finance and accounting experience to One
Voice. He is responsible for managing all of One Voice's accounting and
financial matters. He was elected to our Board of Directors in July of 1999.
Prior to joining the One Voice team, Mr. Sharan was a partner of the S&P Group,
which specializes in investment financing for venture capital projects, real
estate development and construction. At S&P Group, Mr. Sharan led the successful
financing efforts for over 15 companies in several industries. Mr. Sharan was
also the President of KJN Management Ltd., which provides a broad range of
administrative, management and financial services. He also worked in public
accounting for six years with Coopers & Lybrand. At C&L, Mr. Sharan worked in
both the tax and audit groups for a wide variety of large and small clients. Mr.
Sharan holds a Bachelor of Commerce degree from the University of British
Columbia and is a member of the Institute of Chartered Accountants of British
Columbia.

                                       19



<PAGE>

Bradley J. Ammon is a tax attorney in the San Diego law firm of Ernest S. Ryder
& Associates, Inc. Mr. Ammon specializes in international tax planning,
including restructuring of international operations, domestic mergers and
acquisitions, and developing business plans to minimize worldwide taxation.
Prior to joining the firm, Mr. Ammon was with SAIC as an International Tax
Manager. He previously was with KPMG, LLP in the International Corporate
Services department since 1998 where his principal practice consisted of clients
in the information, communications and entertainment ("ICE") industry. Prior to
joining KPMG, Mr. Ammon worked from 1995 to 1998 at Deloitte & Touche, LLP in
their tax services department where he provided corporate, partnership, and
personal tax and business planning services to clients. Mr. Ammon also worked
several years as a staff accountant where his responsibilities included the
compilation and consolidation of monthly financial statements for multiple
subsidiaries. Mr. Ammon has a Juris Doctor and a Master's of Law in taxation
(LL.M.) from the University of San Diego, and received his undergraduate degree
from the University of California, San Diego. He is admitted to the California
Bar. Mr. Ammon is a member of our Audit Committee and Compensation Committee and
was appointed to our Board on June 9, 2000.

CODE OF ETHICS

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company.


CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF ONE
VOICE TECHNOLOGIES, INC.

1. TREAT IN AN ETHICAL MANNER THOSE TO WHOM ONE VOICE TECHNOLOGIES, INC. HAS AN
OBLIGATION

         The officers, directors and employees of ONE VOICE TECHNOLOGIES, INC.
         (the "Company") are committed to honesty, just management, fairness,
         providing a safe and healthy environment free from the fear of
         retribution, and respecting the dignity due everyone. For the
         communities in which we live and work we are committed to observe sound
         environmental business practices and to act as concerned and
         responsible neighbors, reflecting all aspects of good citizenship.

         For our shareholders we are committed to pursuing sound growth and
         earnings objectives and to exercising prudence in the use of our assets
         and resources.

         For our suppliers and partners we are committed to fair competition and
         the sense of responsibility required of a good customer and teammate.

2. PROMOTE A POSITIVE WORK ENVIRONMENT

         All employees want and deserve a workplace where they feel respected,
         satisfied, and appreciated. We respect cultural diversity and will not
         tolerate harassment or discrimination of any kind -- especially
         involving race, color, religion, gender, age, national origin,
         disability, and veteran or marital status.

         Providing an environment that supports honesty, integrity, respect,
         trust, responsibility, and citizenship permits us the opportunity to
         achieve excellence in our workplace. While everyone who works for the
         Company must contribute to the creation and maintenance of such an
         environment, our executives and management personnel assume special
         responsibility for fostering a work environment that is free from the
         fear of retribution and will bring out the best in all of us.
         Supervisors must be careful in words and conduct to avoid placing, or
         seeming to place, pressure on subordinates that could cause them to
         deviate from acceptable ethical behavior.

3. PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

         We are committed to providing a drug-free, safe and healthy work
         environment, and to observing environmentally sound business practices.
         We will strive, at a minimum, to do no harm and where possible, to make
         the communities in which we work a better place to live. Each of us is
         responsible for compliance with environmental, health and safety laws
         and regulations.


                                       20



<PAGE>

4. KEEP ACCURATE AND COMPLETE RECORDS

         We must maintain accurate and complete Company records. Transactions
         between the Company and outside individuals and organizations must be
         promptly and accurately entered in our books in accordance with
         generally accepted accounting practices and principles. No one should
         rationalize or even consider misrepresenting facts or falsifying
         records. It will not be tolerated and will result in disciplinary
         action.

5. OBEY THE LAW

         We will conduct our business in accordance with all applicable laws and
         regulations. Compliance with the law does not comprise our entire
         ethical responsibility. Rather, it is a minimum, absolutely essential
         condition for performance of our duties. In conducting business, we
         shall:

A. STRICTLY ADHERE TO ALL ANTITRUST LAWS

         Officer, directors and employees must strictly adhere to all antitrust
         laws. Such laws exist in the United States and in many other countries
         where the Company may conduct business. These laws prohibit practices
         in restraint of trade such as price fixing and boycotting suppliers or
         customers. They also bar pricing intended to run a competitor out of
         business; disparaging, misrepresenting, or harassing a competitor;
         stealing trade secrets; bribery; and kickbacks.

B. STRICTLY COMPLY WITH ALL SECURITIES LAWS
         In our role as a publicly owned company, we must always be alert to and
         comply with the security laws and regulations of the United States and
         other countries.

I. DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

Federal law and Company policy prohibits officers, directors and employees,
directly or indirectly through their families or others, from purchasing or
selling company stock while in the possession of material, non-public
information concerning the Company. This same prohibition applies to trading in
the stock of other publicly held companies on the basis of material, non-public
information. To avoid even the appearance of impropriety, Company policy also
prohibits officers, directors and employees from trading options on the open
market in Company stock under any circumstances.

Material, non-public information is any information that could reasonably be
expected to affect the price of a stock. If an officer, director or employee is
considering buying or selling a stock because of inside information they
possess, they should assume that such information is material. It is also
important for the officer, director or employee to keep in mind that if any
trade they make becomes the subject of an investigation by the government, the
trade will be viewed after-the-fact with the benefit of hindsight. Consequently,
officers, directors and employees should always carefully consider how their
trades would look from this perspective.

Two simple rules can help protect you in this area: (1) Do not use non-public
information for personal gain. (2) Do not pass along such information to someone
else who has no need to know.

This guidance also applies to the securities of other companies for which you
receive information in the course of your employment at The Company.

II. BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

As a public company, the Company must be fair and accurate in all reports filed
with the United States Securities and Exchange Commission. Officers, directors
and management of The Company are responsible for ensuring that all reports are
filed in a timely manner and that they fairly present the financial condition
and operating results of the Company.

Securities laws are vigorously enforced. Violations may result in severe
penalties including forced sales of parts of the business and significant fines
against the Company. There may also be sanctions against individual employees
including substantial fines and prison sentences.


                                       21



<PAGE>

The principal executive officer and principal financial Officer will certify to
the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley
Act of 2002. Officers and Directors who knowingly or willingly make false
certifications may be subject to criminal penalties or sanctions including fines
and imprisonment.

6. AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any action that
may involve, or may appear to involve, a conflict of interest with the Company.
Officers, directors and employees should not have any financial or other
business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to make on behalf of the Company.

HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

o   Employment by a competitor, or potential competitor, regardless of the
    nature of the employment, while employed by the Company.
o   Acceptance of gifts, payment, or services from those seeking to do business
    with the Company.
o   Placement of business with a firm owned or controlled by an officer,
    director or employee or his/her family.
o   Ownership of, or substantial interest in, a company that is a competitor,
    client or supplier.
o   Acting as a consultant to a the Company customer, client or supplier.
o   Seeking the services or advice of an accountant or attorney who has
    provided services to the Company.

Officers, directors and employees are under a continuing obligation to disclose
any situation that presents the possibility of a conflict or disparity of
interest between the officer, director or employee and the Company. Disclosure
of any potential conflict is the key to remaining in full compliance with this
policy.

7. COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the acquisition of
goods and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt to
obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all
statements, communications, and representations are accurate and truthful.

8. AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be free from
even the perception that favorable treatment was sought, received, or given in
exchange for the furnishing or receipt of business courtesies. Officers,
directors and employees of the Company will neither give nor accept business
courtesies that constitute, or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the Company, or could cause embarrassment to or reflect negatively on the
Company's reputation.

9. MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business integrity is a key standard for the selection and retention of those
who represent the Company. Agents, representatives and consultants must certify
their willingness to comply with the Company's policies and procedures and must
never be retained to circumvent our values and principles. Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third party without authority, or gaining inside information or influence are
just a few examples of what could give us an unfair competitive advantage and
could result in violations of law.

10. PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal business activities, suppliers, customers and competitors may sometimes
divulge to you information that is proprietary to their business. Respect these
confidences.


                                       22



<PAGE>

11. OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance with corporate
policy. Proper use of Company property, information resources, material,
facilities and equipment is your responsibility. Use and maintain these assets
with the utmost care and respect, guarding against waste and abuse, and never
borrow or remove Company property without management's permission.

12. FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
ACTIVITIES

The Company encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time and at their own expense. In the United States, federal law prohibits
corporations from donating corporate funds, goods, or services, directly or
indirectly, to candidates for federal offices -- this includes employees' work
time. Local and state laws also govern political contributions and activities as
they apply to their respective jurisdictions.

13. BOARD COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this CODE OF
ETHICS. The Audit Committee will report to the Board of Directors at least once
each year regarding the general effectiveness of the Company's CODE OF ETHICS,
the Company's controls and reporting procedures and the Company's business
conduct.

The company does have an independent board member who is represented to be a
financial expert as defined by the SEC.

14. DISCIPLINARY MEASURES.

The Company shall consistently enforce its CODE OF ETHICS and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Audit Committee. Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee or agent of the Company who has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the Audit
Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the
violator, others involved in the wrongdoing such as (i) persons who fail to use
reasonable care to detect a violation, (ii) persons who if requested to divulge
information withhold material information regarding a violation, and (iii)
supervisors who approve or condone the violations or attempt to retaliate
against employees or agents for reporting violations or violators.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

During the year ended December 31, 2004, there were certain directors, officers
or beneficial owners of more than 10 percent of any class of equity securities
of the Company registered pursuant to Section 12 of the Exchange Act failed to
file on a timely basis, as disclosed in Form 3 filings, reports required by
Section 16(a) of the Exchange Act during the year ended December 31, 2004. The
following is based solely upon a review of Form 3, Form 4 and Form 5 filings
furnished to the Company during the year ended December 31, 2004, certain
written representations and shareholders who, to the best of our knowledge, hold
10 percent or more of our shares:

     o    Form 3 of Dean Weber filed on November 30, 2004; and Form 3 filed by
          Jacobo Kayolan filed on March 10, 2004.


                                       23



<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following tables set forth certain information regarding our CEO and each of
our executive officers whose total annual salary and bonus for the fiscal year
ending December 31, 2004, 2003 and 2002:
<TABLE>
<CAPTION>
                                     SUMMARY COMPENSATION TABLE
                                         ANNUAL COMPENSATION
                                         -------------------
                                                   Other
                                                   Annual    Restricted    Options     LTIP
Name & Principal             Salary     Bonus   Compensation   Stock        SARs      Payouts
   Position            Year    ($)       ($)          ($)      awards                   ($)
   --------            ----    ---       ---          ---      ------        ---        ---
<S>                    <C>    <C>          <C>         <C>         <C>        <C>        <C>
Dean Weber, CEO        2004   252,000      -           -           -          -          -
CEO                    2003   241,629      -           -           -          -          -
                       2002   252,000      -           -           -          -          -

Rahoul Sharan, CFO     2004    68,450      -           -           -          -          -
                       2003    84,636      -           -           -          -          -
                       2002  142,500      -           -           -          -          -
</TABLE>


OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR

No individual grants of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs have been made to any
executive officer or any director during our fiscal year ended December 31,
2004.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES

No individual exercises of stock options, whether or not in tandem with stock
appreciation rights ("SARs") and freestanding SARs have been made by executive
officer or any director during our fiscal year ended December 31, 2004.

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

We had no long-term incentive plans and made no stock awards during our fiscal
year ended December 31, 2004.


COMPENSATION OF DIRECTORS

Non-employee directors receive $1,000 for each Board of Directors meeting
attended. The Company pays all out-of-pocket expenses of attendance.

AMENDED AND RESTATED 1999 STOCK OPTION PLAN

Our Amended and Restated 1999 Stock Option Plan (the 1999 Plan) authorizes us to
grant to our directors, employees, consultants and advisors both incentive and
non-qualified stock options to purchase shares of our Common Stock. As of
December 31, 2001, our Board of Directors had reserved 3,000,000 shares for
issuance under the 1999 Plan, of which 1,900,500 shares were subject to
outstanding options and 1,099,500 shares remained available for future grants.
Our Board of Directors or a committee appointed by the Board (the Plan
Administrator) administers the 1999 Plan. The Plan Administrator selects the
recipients to whom options are granted and determines the number of shares to be
awarded. Options granted under the 1999 Plan are exercisable at a price
determined by the Plan Administrator at the time of the grant, but in no event
will the option price for any incentive stock option be lower than the fair
market value for our Common Stock on the date of the grant. Options become
exercisable at such times and in such installments as the Plan Administrator
provides in the terms of each individual option agreement. In general, the Plan
Administrator is given broad discretion to issue options and to accept a wide
variety of consideration (including shares of our Common Stock and promissory
notes) in payment for the exercise price of options. The 1999 Plan was
authorized by the Board of Directors and stockholders.

                                       24



<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our common stock as of March 28, 2005 (i) by each person who is
known by us to beneficially own more than 5% of our common stock; (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group. Each person's address is c/o One Voice Technologies, Inc., 6333
Greenwich Drive, Suite 240, San Diego, California 92122.

<TABLE>

Shares Beneficially Owned (1)
    Name and Address of Beneficial Owner                        Number       Percent
    ------------------------------------                        ------       -------

<S>                                                           <C>             <C>
    Dean Weber, CEO, President and Chairman of the Board (2)  4,858,000 (3)   2.00%

    IVantage, Inc. (2)                                          900,200         *

    Rahoul Sharan, CFO, Secretary, Treasurer and Director        60,000 (4)     *

    Bradley J. Ammon, Director                                   75,000 (5)     *

    Jocobo Kaloyan                                           14,000,000 (6)   5.87%

    Total securities held by officers and directors
      as a group (3 people):                                  4,993,000       2.00%
</TABLE>

(1)    Beneficial Ownership is determined in accordance with the rules of the
       Securities and Exchange Commission and generally includes voting or
       investment power with respect to securities. Shares of common stock
       subject to options or warrants currently exercisable or convertible, or
       exercisable or convertible within 60 days of February 28, 2005 are deemed
       outstanding for computing the percentage of the person holding such
       option or warrant but are not deemed outstanding for computing the
       percentage of any other person.
(2)    IVantage, Inc. is wholly owned by Dean Weber, Chairman of the Board, CEO,
       and President of One Voice Technologies, Inc. Mr. Weber is the beneficial
       owner of the 900,200 shares in the name of IVantage, Inc. and those
       shares are also included in the amount presented in this table for Mr.
       Weber.
(3)    Includes 900,200 shares owned indirectly through IVantage, Inc. (4)
       Represents options to purchase (i) 50,000 shares at an exercise price of
       $6.080 per share; and (ii) 10,000 shares at an exercise price of $2.00
       per share. These options are currently exercisable.
(5)    Includes options to purchase (i) 50,000 shares at an exercise price of
       $8.750 per share; and (ii) 25,000 shares at an exercise price of $2.00
       per share. These options are currently exercisable.
(6)    Jocobo Kaloyan is an individual investor.

* Less than 1%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no material related transactions during the year.


                                       25



<PAGE>

ITEM 13. EXHIBITS

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

         2.1    Merger Agreement and Plan of Reorganization with Conversational
                Systems, Inc. dated June 22, 1999 (filed herewith).

                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).

         3.7    Certificate of Amendment of Articles of Incorporation increasing
                One Voice's common stock to 250,000,000.



                INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS

         4.1    Common Stock Purchase Warrant with Veritas SG Investments from
                the January 2000 offering (incorporated by reference to Exhibit
                4.1 of our Form SB-2, filed November 11, 2000).

         4.2    Form of Common Stock Purchase Warrant from the March 2000
                offering (incorporated by reference to Exhibit 4.1 of our Form
                SB-2, filed November 11, 2000).

         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.


                                       26



<PAGE>

         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
                (incorporated by reference to Exhibit 4.4 to our Form SB-2 filed
                November 20, 2000).

         10.4   Software License Agreement with Philips Spech Processing dated
                March 3, 2000 (incorporated by reference to Exhibit 4.4 to our
                Form SB-2 filed November 20, 2000) .

         10.5   Amended and Restated 1999 Stock Option Plan (incorporated by
                reference to Exhibit 4.4 to our Form S-8, Amendment No. 1, filed
                October 4, 2000).

         10.6   Subscription Agreement dated August 8, 2002 (incorporated by
                reference to our registration statement on Form SB-2 filed
                September 12, 2002)

         10.7   Alpha Capital Note dated August 8, 2002 (incorporated by
                reference to our registration statement on Form SB-2 filed
                September 12, 2002)

         10.8   Alpha Capital Warrant dated August 8, 2002 (incorporated by
                reference to our registration statement on Form SB-2 filed
                September 12, 2002)

         10.9   Stonestreet Note dated August 8, 2002 (incorporated by reference
                to our registration statement on Form SB-2 filed September 12,
                2002)

         10.10  Stonestreet Warrant dated August 8, 2002 (incorporated by
                reference to our registration statement on Form SB-2 filed
                September 12, 2002)

         10.11  Subscription Agreement dated November 14, 2002 (incorporated by
                reference to our registration statement on Form SB-2 filed
                September 12, 2002)

         10.12  Alpha Capital Note dated August 8, 2002 (incorporated by
                reference to our registration statement on Form SB-2 filed
                September 12, 2002)

         10.13  Alpha Capital Warrant dated August 8, 2002 (incorporated by
                reference to our registration statement on Form SB-2 filed
                September 12, 2002)

         10.14  Ellis Note dated August 8, 2002 (incorporated by reference to
                our registration statement on Form SB-2 filed September 12,
                2002)

         10.15  Ellis Warrant dated August 8, 2002 (incorporated by reference to
                our registration statement on Form SB-2 filed September 12,
                2002)

         10.16  Bristol Note dated August 8, 2002 (incorporated by reference to
                our registration statement on Form SB-2 filed September 12,
                2002)

         10.17  Bristol Warrant dated August 8, 2002 (incorporated by reference
                to our registration statement on Form SB-2 filed September 12,
                2002)

         10.18  Subscription Agreement dated April 10, 2003 (incorporated by
                reference to our registration statement on Form SB-2 filed April
                30, 2003)

         10.19  Form of Warrant dated June 30, 2003 (incorporated by reference
                to our registration statement on Form SB-2 filed April 30, 2003)

         10.20  Subscription Agreement dated September 17, 2003 (incorporated by
                reference to our registration statement on Form SB-2 filed
                October 20, 2003)

                                       27



<PAGE>

         10.21  Form of convertible note dated September 17, 2003 (incorporated
                by reference to our registration statement on Form SB-2 filed
                October 20,2003)

         10.22  Form of Warrant dated September 17, 2003 (incorporated by
                reference to our registration statement on Form SB-2 filed
                October 20, 2003)

          10.23  Security Agreement dated September 17, 2003 (incorporated by
                 reference to our registration statement on Form SB-2 filed
                 October 20, 2003)

          10.24  Modification Agreement dated September 17, 2003 (incorporated
                 by reference to our registration statement on Form SB-2 filed
                 October 20, 2003)

          10.25  La Jolla Convertible Debenture (incorporated by Reference to
                 our registration statement on Form SB-2 filed December 22,
                 2003)

          10.26  La Jolla Registration Rights Agreement (incorporated by
                 reference to our registration statement on Form SB-2 filed
                 December 22, 2003)

          10.27  La Jolla Letter Agreement (incorporated by reference to our
                 registration statement on Form SB-2 filed December 22, 2003)

          10.28  La Jolla Securities Purchase Agreement (incorporated by
                 reference to our registration statement on Form SB-2 filed
                 December 22, 2003)

          10.29  La Jolla Warrant (incorporated by reference to our registration
                 statement on Form SB-2 filed December 22, 2003)

          10.30  La Jolla Letter Agreement (incorporated by reference to our
                 registration statement on Form SB-2 filed December 22, 2003)

          10.31  Subscription Agreement dated August 18, 2004 (incorporated by
                 reference to our registration statement on Form SB-2 filed
                 September 7, 2004)

          10.32  Form of Convertible Note dated August 18, 2004 (incorporated by
                 reference to our registration statement on Form SB-2 filed
                 September 7, 2004)

          10.33  Form of Class A Warrant dated August 18, 2004 (incorporated by
                 reference to our registration statement on Form SB-2 filed
                 September 7, 2004)

          10.34  Form of Class B Warrant dated August 18, 2004 (incorporated by
                 reference to our registration statement on Form SB-2 filed
                 September 7, 2004)

          10.35  Subscription Agreement, dated October 28, 2004, by and
                 among One Voice Technologies, Inc., Alpha Capital
                 Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
                 International Ltd., and Momona Capital Corp. (incorporated
                 by reference to our current report on Form 8-K filed
                 November 9, 2004)

          10.36  Fund Escrow Agreement dated October 28, 2004, by and among
                 One Voice Technologies, Inc., Alpha Capital
                 Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
                 International Ltd., Momona Capital Corp., and Grushko &
                 Mittman, P.C. (incorporated by reference to our current
                 report on Form 8-K filed November 9, 2004)

          10.37  Form of Convertible Note issued to Alpha Capital
                 Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
                 International Ltd., and Momona Capital Corp. (incorporated by
                 reference to our current report on Form 8-K filed November 9,
                 2004)

          10.38  Form of Class A Share Purchase Warrant issued to Alpha Capital
                 Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
                 International Ltd., and Momona Capital Corp. (incorporated by
                 reference to our current report on Form 8-K filed November 9,
                 2004)

                                       28



<PAGE>

          10.39  Form of Class B Share Purchase Warrant issued to Alpha Capital
                 Aktiengesellschaft, Stonestreet Limited Partnership, Ellis
                 International Ltd., and Momona Capital Corp. (incorporated by
                 reference to our current report on Form 8-K filed November 9,
                 2004)

          10.40  Subscription Agreement, dated March 18, 2005, by and among
                 One Voice Technologies, Inc. and the investors named on the
                 signature pages thereto. (incorporated by reference to our
                 current report on Form 8-K filed March 24, 2005)

          10.41  Form of Convertible Note of One Voice Technologies, Inc.
                 issued to the investors named on the signature pages
                 thereto. (incorporated by reference to our current report
                 on Form 8-K filed March 24, 2005)

          10.42  Form of Class A Common Stock Purchase Warrant of One Voice
                 Technologies, Inc. issued to the investors named on the
                 signature pages thereto. (incorporated by reference to our
                 current report on Form 8-K filed March 24, 2005)

          10.43  Form of Class B Common Stock Purchase Warrant of One Voice
                 Technologies, Inc. issued to the investors named on the
                 signature pages thereto. (incorporated by reference to our
                 current report on Form 8-K filed March 24, 2005)

                CONSENTS OF EXPERTS AND COUNSEL


         31.1   Certification by Chief Executive Officer pursuant to Sarbanes
                -Oxley Section 302

         31.2   Certification by Chief Financial Officer pursuant to Sarbanes
                -Oxley Section 302

         32.1   Certification of the Chief Executive Officer of One Voice
                Technologies, Inc. Pursuant to 18 U.S.C. Section 1350, As
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.

         32.2   Certification of the Chief Financial Officer of One Voice
                Technologies, Inc. Pursuant to 18 U.S.C. Section 1350, As
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.


                                       29



<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed for professional services rendered by our principal
accountants for the audit of our financial statements and for the reviews of the
financial statements included in our annual report on Form 10-KSB and 10-QSBs
respectively, and for other services normally provided in connection with
statutory filings were $47,737 and $71,881, respectively, for the years ended
December 31, 2004 and December 31, 2003.

Audit-Related Fees

We incurred fees of $28,094 and $20,000, respectively, for the years ended
December 31, 2004 and December 31, 2003 for professional services rendered by
our independent auditors that are reasonably related to the performance of the
audit or review of our financial statements and not included in "Audit Fees."

All Other Fees

We did not incur any fees for other professional services rendered by our
independent auditors during the years ended December 31, 2004 and December 31,
2003.


                                       30

<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 report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                          ONE VOICE TECHNOLOGIES, INC.





DATE:  JULY 1, 2005          BY:  /S/ DEAN WEBER
                                  ----------------------------------------------
                                  DEAN WEBER, PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  (PRINCIPAL EXECUTIVE OFFICER) & DIRECTOR


DATE:  JULY 1, 2005               BY: /S/ RAHOUL SHARAN
                                  ---------------------------------------------
                                  RAHOUL SHARAN, CHIEF FINANCIAL
                                  OFFICER (PRINCIPAL ACCOUNTING AND PRINCIPAL
                                  FINANCIAL OFFICER) & DIRECTOR



Pursuant to the requirements of Section 13 and 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.





      SIGNATURE                           TITLE                       DATE


/S/ DEAN WEBER                    CHIEF EXECUTIVE OFFICER         JULY 1, 2005
-------------------------         (PRINCIPAL EXECUTIVE OFFICER)
DEAN WEBER                        AND DIRECTOR




/S/ RAHOUL SHARAN                 CHIEF FINANCIAL OFFICER         JULY 1, 2005
-------------------------         (PRINCIPAL ACCOUNTING AND
RAHOUL SHARAN                     PRINCIPAL FINANCIAL OFFICER)
                                  AND DIRECTOR




/S/ BRADLEY J. AMMON              DIRECTOR                        JULY 1, 2005
-------------------------
BRADLEY J. AMMON


                                       31