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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

 Annual Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934
                      For the year ended December 31, 2003

                         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 net revenues for the year ended December 31, 2003 were $50,000.

The approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 1, 2004, based on the average of the
closing bid and asked prices of one share of the Common Stock of the Company was
$4,425,000.

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ITEM 1. DESCRIPTION OF BUSINESS

One Voice Technologies is a voice recognition technology company with over $20
Million invested in Research and Development and more than 20 Million products
distributed worldwide in seven languages by Warner Home Video (WHV). To date,
our customers include Warner Brothers with strong technology and business
partnerships with Philips Electronics and IBM. Based on our patented technology,
One Voice offers voice solutions for the Telecom, Motion Picture DVD
Entertainment and PC markets. Our solutions allow mobile and residential phone
users to Voice Dial, Group Conference Call, Read and Send E-Mail and Instant
Messages all by voice. We plan to offer these solutions through both domestic
and international wireless and wireline carriers. We also offer the motion
picture industry's only voice interactive DVD movies included in over 20 million
copies distributed worldwide in seven languages. We plan to offer PC
manufacturers the ability to bundle a complete voice interactive computer
assistant allowing PC users to talk to their computers to quickly launch
applications, websites, read and send E-mails and dictate letters. We are
strongly positioned across the Telecom and PC markets with our patented
technology.

Located in San Diego, California, the Company has 9 full-time employees and is
traded on the NASD OTC Electronic Bulletin Board ("OTCBB") under the symbol
ONEV.OB. One Voice commenced operations as Conversational Systems, Inc. on
January 1, 1999 as a privately held California corporation, and on July 14,
1999, merged into Dead On, Inc., a publicly traded company incorporated in
Nevada in 1995. On September 9, 1999, the company officially changed its name to
One Voice Technologies, Inc.

MARKET OPPORTUNITY

The presence of voice technology as an interface in mobile communications is of
paramount importance. Voice interface technology makes portable communications
products mobile, more effective and safer to use. One Voice's development
efforts currently are focused on the Telecom market and more specifically on
mobile communications and mobile messaging. The Messaging market, which has both
business and consumer market applications including: E-mail, Instant Messages,
SMS (Short Message Service), and Paging, 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.

One Voice's solutions address the entire phone market including analog, digital,
CDMA, TDMA, GSM, iDEN and wired phones, allowing telephony carriers and users to
deploy solutions quickly with little additional effort. Given the growing
competition in the wireless markets and the opportunities presented by the
Mobile Internet, One Voice's 4th Generation Voice Technology is well positioned
for commercialization.

One Voice is focused on communications solutions that are mobile, not just
portable. Devices like PDA's, Laptops and Cell Phones are highly portable
because they are easily transported from location to location, but they are not
necessarily mobile (i.e. easy to use while one is moving). Mobile solutions are
not only portable, but they are easy and safe to operate while moving. Portable
solutions such as cell phones, PDA's and laptops are not easy to operate safely
while operating motor vehicles, especially in crowded and intense traffic. Case
in point, New York has passed legislation requiring hands-free use of cell
phones and any other communication device during the operation of an automobile
citing safety concerns. Currently 42 other states are considering similar
legislation. Additional legislation could significantly increase the immediate
demand for a completely integrated and voice activated mobile communication
solution. One Voice's technology supports hands-free operation and will bring
mobile phones and other devices into compliance with the newly adopted
legislation.

ONE VOICE SERVICES

The MobileVoice Platform was designed based on patented voice technology and
years of research and development. The platform is server-based, so it is easy
to deploy and maintain and because it does not require a mobile device upgrade,
it works with 100% of a carrier's subscriber base. Optimized for mobile
environments, the system uses a modular architecture that is highly reliable,
scalable and redundant and delivers unparalleled performance in terms of
accuracy and functionality.

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MOBILEVOICE ACTIVATED DIALING(TM)

Designed from the ground up 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.

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.

TECHNOLOGY OVERVIEW

To date, widespread applications of voice technology for use in mobile
communication have been very basic, recognizing a limited number of words and
using rigid menu systems delivering a constrained amount of content. One Voice's
technology positions itself uniquely in the Voice Market. The Company's
Intelligent Voice Platform(TM) (IVP) uses patented Artificial Intelligence and
Natural Language Processing, which is highly intelligent, with the ability to
identify individual users, tap into a database of user specific information, and
dynamically learn and leverage a vocabulary of over 300,000 words. The

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technology employs a flexible architecture, allowing it to reside and operate on
a device itself, in a server-based architecture or a mix of both, making it
extremely adaptable to different usage models. The IVP also provides
anytime/anywhere access to information, reduces training time and lowers costs
for both consumers and businesses. The technology is functionally superior and
extremely easy to use. Users can simply download information into the One Voice
server from e-mail applications directly, and the Voice Activated Dialing (VAD)
system is operational with no voice training needed.

One Voice has also developed several other technologies that enhance the
offerings of the IVP. MultiSite (TM) is a proprietary context-based searching
technology that finds multiple websites for any category and retrieves them
simultaneously. It is particularly helpful when performing Internet searching on
devices such as mobile phones. VoiceSite(TM) is a proprietary technology that
makes websites voice interactive. It allows companies to voice enable their
sites quickly and easily, as well as suggestively create a customized experience
for visitors.

COMPETITIVE LANDSCAPE

One Voice is the industry's first and only provider of 4th Generation voice
technology. The evolution of speech technology can be broken into four
generations as follows:

GENERATION 1 systems require minimal processing power and storage and are often
used in embedded devices. These solutions can typically recognize 20-30 words or
less and are usually founded embedded in electronic devices such as phones,
toys, etc. Due to its limitations, this technology is typically used for limited
command & control functions or applications. Companies focused in this space
include Conversay and IBM among others.

GENERATION 2 systems expand the recognition capabilities seen in Generation 1
increasing the vocabulary to potentially hundreds of words. These systems
frequently use menus to support the delivery of content as seen in Interactive
Voice Response (IVR) systems for airline reservations, banking and Voice
Portals. Due to the use of menus, these systems can typically deliver a maximum
of 6-8 areas of content horizontally and 3-4 layers down in the menu trees
before running the risk of "user overload." Companies focused in this space
include Speechworks International, Nuance Communications, Preferred Voice,
HeyAnita, Bevocal and Tell-Me among others.

GENERATION 3 systems expand the recognition capabilities significantly to
hundreds of thousands of words. The systems can support continuous, free-form
transcription of voice into text. These systems are typically used for desktop
dictation applications running on PC's in the sectors of word processing,
medical and legal transcription. Companies focused in this space include IBM,
ScanSoft and Philips.

GENERATION 4 systems take the capabilities of all the previous generations and
adds powerful expert systems and Artificial Intelligence capabilities to allow
the solutions to not only recognize words, but also understand their meaning.
This opens the doors to higher degrees of personalization, more robust system
interaction and more advanced applications such as Voice-to-Text Messaging on a
phone and full Internet searching. One Voice is currently the only company in
the voice technology sector that offers 4th Generation voice technology.

MAJOR MARKET ADVANTAGES

WIRELESS CARRIERS looking to drive incremental revenue could utilize One Voice's
technology to expand mobile messaging offerings. One Voice services apply to
100% of the addressable market, where extensive research clearly indicates
strong demand. One Voice can add significant fundamental value by creating
revenue opportunities through: 1) mobile use minutes, 2) recurring fees for
subscription services, 3) m-commerce transactions and 4) license fees for
voice-enabling content. One Voice's solutions can also play a key role in
helping wireless carriers differentiate their brand and service offerings,
attracting new users and reducing churn. Additionally, the interoperability of
One Voice's technology gives it the ability to link multiple wireless carrier
networks, creating greater flexibility and driving consumer demand.

INSTANT AND UNIFIED MESSAGING: OPERATORS of Instant Messaging and Unified
Messaging systems could significantly expand market share and drive revenues
through integration of the Company's technology with its messaging capabilities.
With One Voice, a mobile phone can be used to send instant messages, similar to
a PC or PDA. This ability provides a differentiation for the service and thus
drives additional revenue from other channels, such as Internet and e-mail
services.

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INFRASTRUCTURE PROVIDERS: Many of the leading mobile device hardware
manufacturers also provide infrastructure services to wireless carriers. One
Voice's technology provides a point of differentiation which could be bundled
with infrastructure. Wireless carriers could then offer the technology to their
subscribers, driving mobile phone minutes and increasing revenues.

VOICE TECHNOLOGY THROUGH PLATFORM INDEPENDENCE: A key advantage of the One Voice
technology is that it is platform independent. The technology is adaptable and
highly intelligent allowing it to operate on a device itself, in a server
environment or a combination of the two. This creates expansive market
opportunities including usage in mobile phones, PC's, wired and wireless
handheld devices and other consumer electronics products.

EMPLOYEES

At December 31, 2003, we employed 9 full-time employees and 3
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.

OUR LIMITED FUNDING MAY RESTRICT OUR OPERATIONS AND OUR ABILITY TO EXECUTE OUR
BUSINESS STRATEGY, AND THE AVAILABILITY OF ADDITIONAL FINANCING IS UNCERTAIN.

We believe that our available short-term assets will be sufficient to meet our
operating expenses and capital expenditures until June 2004. 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 recognition Internet
search software.

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

Our pending patent applications may never result in any intellectual property
protection. The patents granted may not result in providing any competitive
advantages to us. In addition, our patents may be challenged, invalidated or
circumvented, and we cannot guarantee that the patent laws will provide
effective legal or injunctive remedies to stop any infringements against our
technologies. Our competitors may develop or patent technologies that are
equivalent or superior to our proprietary technologies.

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 upon which an evaluation of our business and prospects could
be based. We have limited financial results which may not be indicative of our
future performance. Our prospects have to be considered in light of the risks,
expenses and difficulties frequently encountered by growing companies in new and
rapidly developing markets, such as voice recognition software, media delivery
systems and electronic commerce. We have recently re-focused our business model
from a consumer-focused direct sales model to a business to business licensing
and revenue-sharing base.

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As a result of our limited operating history and the rapidly changing nature of
the markets in which we compete, our quarterly and annual 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, but are
not limited to, the following: Timing and manner of introduction of new products
and services and ability to enhance existing products and services;

-   Ability to attract and retain new customers and satisfy existing customers'
    demands;
-   Demand for voice recognition Internet search software applications;
-   Emergence and success of new and existing competition;
-   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;
-   Technical difficulties with our products and/or technology, system downtime,
    system failures and/or power or Internet access interruptions;
-   Changes in the mix of products and services that we sell or license to our
    customers;
-   Costs and effects related to the acquisition of businesses or technology and
    related integration;
-   Potential reduction in wireless carriers, which could lead to significant
    delays in consummating revenue-bearing contracts;
-   Limited financial resources and the potential inability to raise additional
    capital to sustain our operations;
-   Costs of litigation and intellectual property protection.

IF WE DO NOT SUCCESSFULLY DEVELOP NEW PRODUCTS AND SERVICES, IT WILL HARM OUR
BUSINESS.

Our business and operating results would be harmed if we fail to develop
products and services that achieve market acceptance or that fail to generate
significant revenues to offset operating costs. Our management may not timely
and successfully identify, develop and market new product and service
opportunities. When we introduce our new products and services, they may not
attain market acceptance or contribute meaningfully to our revenues or
profitability.

Delays and cost overruns in developing our products could affect our ability to
respond to technological changes, evolving industry standards, competitive
developments or customer requirements. Our products may also contain undetected
errors that could cause increased development costs, loss of revenues, adverse
publicity, and reduced market acceptance of the products or lawsuits by
customers.

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.

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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, 2002:

               Year ending December 31,

                   2004                                313,291
                   2005                                266,053
                                                     ----------

                                                       579,344
               Less sublease income                    180,000
                                                     ----------

                                                     $ 399,344
                                                     ==========

Rent expense, net of sublease income, amounted to $175,395 for the year ended
December 31, 2003.

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 December 31, 2003, the Company has been notified of potential claims
aggregating $311,000. Management believes that it has adequate defense for such
unsubstantiated claims. As of March 15, 2004, the Company has not devoted any
substantial resources to defend these unsubstantiated claims. The aggregate of
potential claims consists of the following: 1) an approximate $211,000.00 claim
by Genuity Inc. that One Voice is responsible for cancellation fees despite
Genuity's failure to deliver the agreed upon service. No lawsuit has been filed
in this matter and no communication from Genuity has been received for
approximately two years; 2) the remaining claims center primarily around
cancellation charges related to trade show events. The only claim that has
resulted in a lawsuit is for $38,000.00. Counsel for the plaintiff in that
matter has not appeared at court hearings and has not answered discovery.
Counsel for One Voice is inquiring whether the matter is still being pursued. No
other potential claim has resulted in a lawsuit.

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.

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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
                                    ------   -------
2000
First Quarter                       8.00     27.75
Second Quarter                      9.00     24.00
Third Quarter                       6.56     17.25
Fourth Quarter                      1.13      9.75

2001
First Quarter                        .9375    2.48
Second Quarter                       .34      2.75
Third Quarter                        .45      1.20
Fourth Quarter                       .20       .82

2002
First Quarter                        .37      1.03
Second Quarter                       .23       .79
Third Quarter                        .13       .36
Fourth Quarter                       .18       .29

2003
First Quarter                        .067      .165
Second Quarter                       .080      .113
Third Quarter                        .031      .099
Fourth Quarter                       .032      .069

As of March 1, 2004, our common stock shares were held by 170 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 AND RESULTS
        OF OPERATIONS

WITH THE EXCEPTION OF HISTORICAL MATTERS, THE MATTERS DISCUSSED HEREIN ARE
FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. FORWARD LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO STATEMENTS CONCERNING ANTICIPATED
TRENDS IN REVENUES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS
DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS. THERE IS ABSOLUTELY NO ASSURANCE
THAT WE WILL ACHIEVE THE RESULTS EXPRESSED OR IMPLIED IN FORWARD LOOKING
STATEMENTS.

OVERVIEW

One Voice Technologies, Inc. is a voice recognition technology company with over
$20 million invested in Research and Development and deployment of more than 20
million products worldwide in seven languages by Warner Home Video (WHV). To
date, our customers include Warner Brothers and Disney with strong technology
and business partnerships with Philips Electronics and IBM. Based on our
patented technology, One Voice offers voice solutions for the Telecom,
Enterprise, PC and Interactive Multimedia markets. Our solutions allow business
and consumer phone users to Voice Dial, Group Conference Call, Read and Send
E-Mail and Instant Messages all by voice. We offer these solutions through both
domestic and international wireless and wireline carriers along with reseller
channels for corporations with a mobile workforce. We offer PC manufacturers the
ability to bundle a complete voice interactive computer assistant which allows
PC users to talk to their computers to quickly launch applications, websites,
read and send E-mails and dictate letters. We feel we are strongly positioned
across these markets with our patented voice technology.

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In the Telecom sector, regarding Nextel de Mexico the launch date has not yet
been determined and is conditioned on Nextel de Mexico's internal review. Nextel
de Mexico is the regional operator of Nextel International, whose other regions
include Argentina, Brazil, Chile and Peru. We are currently negotiating an
agreement with Radiomovil Dipsa, S.A. De C.V. ("Telcel"), the largest wireless
carrier in Mexico, to perform a free three-month market trial of our MobileVoice
solution. The date for this market trial, if approved, has not yet been set. We
are in discussions regarding our MobileVoice solution with two additional
carriers in Mexico along with four carriers domestically but these discussions
are in the preliminary stages and no commitments have been made. Regarding
T-Mobile Austria, in August we upgraded their MobileVoice system from English to
German. We are in discussions with one other carrier in Europe regarding our
MobileVoice solution and their interest in launching this service to their
subscribers but these discussions are in the preliminary stages and no
commitments have been made.

In the PC based Multi-Media sector we signed an agreement with the Walt Disney
Internet Group in October 2003 whereby Disney will incorporate our voice
technology into an educational software title. In the PC sector we are actively
working with four major PC manufacturers regarding our Windows XP Media Center
Edition software. We have initial project approval from one of these four PC
manufacturers but we have several more approval levels before they commit to
bundling our software on their PC's. Regarding funding, we have closed a
financing agreement with the investment group La Jolla Cove Investors, Inc. This
agreement is for an aggregate amount up to $2,750,000 payable beginning in
December 2003 and continuing through June 2004. At our current monthly cash
output this funding should satisfy our operational needs throughout 2004.

2003 PRESS RELEASES

In January 2003, we announced that the upcoming Warner Home Video box office hit
"Harry Potter and the Chamber of Secrets" DVD will contain One Voice DVD voice
technology. One Voice DVD is a DVD-ROM based technology that allows people of
all ages to magically control their computers and interact with today's latest
digital experience of DVD. The street release date for this DVD is scheduled for
April 11, 2003.

In February 2003, we announced that Todd Brinker joined the company as Vice
President of Sales. With 15 years experience in sales and sales management, Mr.
Brinker comes to One Voice most recently from the Scientific Business Unit of
Kimberly-Clark, where he was responsible for sales throughout North America
generating annual revenue of more than $50 Million.

In February 2003, we issued a joint press release with Royal Philips
Electronics' (NYSE: PHG) business unit Speech Processing, a leading provider of
speech recognition technology, that T-Mobile (NYSE: DT) Austria signed an
exclusive agreement to utilize MobileVoice in the T-Mobile Future House, a
product center, showcasing T-Mobile's upcoming wireless subscriber services
located in Vienna, Austria.

In March 2003, we announced the completed installation of MobileVoice Assistant
for pre-purchase, trial use at the corporate headquarters of a Fortune 50
company. The MobileVoice Assistant is a telco-grade hardware and software
solution offering Voice Dialing, On-the-fly Group Conference Calling,
Voice-to-Text SMS Messaging and secure E-Mail access. The MobileVoice Assistant
offers access to mission critical corporate information anytime, anywhere, from
any phone, all by voice. To insure the highest level of data security the
MobileVoice Assistant was installed behind the firewall within the company's
corporate data center.

In April 2003, we announced the launch of our MobileVoice(TM) website in Spanish
for carrier operators in Latin America. To access the Spanish website,
MobileVoice users should click on the Account Login button from the One Voice
Technologies home page and select the Spanish option. To listen to a
demonstration of MobileVoice in Spanish, click on
http://www.onevoicetech.com/mobilevoice/audio/mobilevoicees.mp3

In May 2003, we announced MobileVoice Network News(TM), a comprehensive mobile
news service offering total coverage of breaking news and feature stories from
around the world. With MobileVoice Network News, mobile subscribers can listen
to up-to-the-minute news coverage, including: Top Headlines, Business and
Markets, Sports, Weather, Politics, Technology, Entertainment and Health.
MobileVoice Network News is a powerful addition to the MobileVoice platform and
will be offered in both English and Spanish covering news in North America,
Latin America and around the world.

                                       8



<PAGE>

In May 2003, we announced that we had finalized the development of the
MobileVoice(TM) platform in Austrian German and subsequent upgrade of
MobileVoice at T-Mobile Austria. It is a tremendous next step for our company to
have an Austrian version of MobileVoice at T-Mobile's Future House. We will
continue to work closely with T-Mobile and our partners at Philips to offer the
industry's first mobile Voice-to-Text SMS and E-mail messaging solution in
multiple languages throughout the global marketplace.

In October 2003, we announced that we had signed a deal with the Walt Disney
Internet Group (http://www.dig.com) to provide speech recognition technology to
be incorporated in one of their upcoming educational software titles.

In October 2003, we held our Annual Shareholders' Meeting. The meeting was well
attended by shareholders, company officers and directors. Agenda items included
a proxy report, a review of 2003 results, plans for 2004 and concluded with
demonstrations of the MobileVoice system in English, Spanish and German along
with a demonstration of the new One Voice Media Center Edition PC based
software. The shareholders ratified all matters presented in the proxy. This
includes approval of the fourth amended and restated stock option plan, approval
to amend the Company's Certificate of Incorporation to increase the authorized
number of shares of common stock and approval of the Board of Directors for
2003. The independent auditors, Stonefield Josephson, Inc., were also ratified
as the company's auditor for the fiscal year ending December 31, 2003. In
February 2004, we announced that Jack Johnson has joined the company as Vice
President of Telephony Sales and Rick Stone as Vice President of Telephony
Business Development, North America.

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.

                  Selected Statement of Operations Information

                                                  Year Ended Year Ended
                                         December 31, 2003     December 31, 2002
                                          ----------------      ---------------

              Net Revenue                 $        50,000       $      387,771

              Operating expenses          $     5,975,972       $    6,896,208

              Net loss                    $    (5,931,972)      $   (6,568,922)

Discussion of the year ended December 31, 2003 compared with the year ended
December 31, 2002.

Net revenues totaled $50,000 for the year ended December 31, 2003. Net revenues
of $387,771 were earned for the year ended December 31, 2002. The recognition of
revenues for the year ended 2003 resulted primarily from work performed in the
DVD/Multimedia sector.

                                       9



<PAGE>

Operating expenses decreased to $5,975,972 for the year ended December 31, 2003
from $6,896,208 for the same period in 2002. The decrease in operating expenses
over the same year in 2002 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 $1,195,000 for the year ended December 31, 2003 as compared to
approximately $1,445,000 for the same period in 2002. The decrease in 2003 as
compared to 2002 arose primarily from the decreased labor force, which we have
restructured to accommodate our new direction into the telecom, telematics and
TV/Internet appliance initiatives. Advertising and promotion expense totaled
$11,779 for the year ended December 31, 2003 as compared to $25,000 for the same
period in 2002. Advertising and promotion expense reduction resulted from the
company discontinuing direct to consumer marketing campaigns and focusing on
other distribution channels. Legal and consulting expenses decreased to
approximately $314,000 for the year ended December 31, 2003 from approximately
$470,000 for the same period in 2002. Depreciation and amortization expenses
decreased to approximately $683,000 for the year ended December 31, 2003 from
approximately $848,000 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 increased to
approximately $2,301,000 in 2003, as compared to approximately $2,074,000 in
2002, primarily due to non-cash debt issue cost from warrants granted, shares
issued and beneficial conversion feature.

We had a net loss of $5,931,972 or basic and diluted net loss per share of $0.09
for the year ended December 31, 2003 compared to a net loss of $6,568,922 or
basic and diluted net loss per share of $0.21 for the same period in 2002.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2003, we had a working capital deficit of $681,622 as compared
with working capital of $409,000 at December 31, 2002.

Net cash used for operating activities was $2,559,083 for the year ended
December 31, 2003 compared to $3,620,807 for the year ended December 31, 2002.
From inception on January 1, 1999 to December 31, 2003, net cash used for
operating activities was $21,535,921.

Net cash used for investing activities was $143,213 for the year ended December
31, 2003 compared to net cash used of $44,760 for the year ended December 31,
2002. From inception on January 1, 1999 to December 31, 2003, net cash used for
investing activities was $4,780,371.

Net cash provided by financing activities was $2,010,850 for the year ended
December 31, 2003 compared to $3,675,233 for the year ended December 31, 2002.
From inception on January 1, 1999 to December 31, 2003 net cash provided by
financing activities was $26,370,001.

We incurred a net loss of $5,931,972 during the year ended December 31, 2003 and
had an accumulated deficit of $32,459,008. Our losses through December 2003
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.

Cash flow from revenue began in the first quarter 2002. During 2003, we only
generated cash flows of $50,000 from revenue.

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

                                       10



<PAGE>

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
$450,000, net of debt issue cash cost of $62,000. The fair value of the warrants
of $14,000 using Black Scholes option pricing model and the beneficial
conversion feature of approximately $193,000 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 aggregate amount of $750,000. 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 an aggregate of 9,493,672 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 $690,000, net of debt issue cash cost of
$60,000. The relative value (limited to the face amount of the debt) of all the
warrants of $327,000 using Black Scholes option pricing model, cash cost of
$60,000 and the beneficial conversion feature of approximately $363,000 will be
amortized over the life of the debt using the interest method. As of December
31, 2003, the balance owed was $405,000 and the unamortized discount amounted to
$334,000. Upon conversion of the debt mentioned above, any unamortized debt
issue costs will be charged to expense. Subsequent to December 31, 2003, the
following note holders converted principal into common shares: Alpha Capital
Akteingesellschaft converted $100,000 of note principal into 4,378,122 common
shares at an average conversion price of $0.023. Bristol Investments converted
$100,000 of note principal into 4,317,308 common shares at an average conversion
price of $0.023.

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

                                       11



<PAGE>

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. Subsequent to
December 31, 2003, La Jolla Cove Investors, Inc. converted $25,500 of principal
note into 11,000,000 common shares at an average conversion price of $0.0023 and
exercised 255,000 warrants into 255,000 common shares at an average exercise
price of $1.00.

Notes payable had a face value of $655,000 at December 31, 2003. Notes payable
had a face value of $1,235,000 at December 31, 2002.

We anticipate maintaining a cash balance through our financial partner that will
sustain operations up to December 2004. 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, 2003 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.

SUBSEQUENT EVENTS

Subsequent to December 31, 2003, the following note holders converted principal
into common shares. Alpha Capital Akteingesellschaft converted $100,000 of note
principal into 4,378,122 common shares at an average conversion price of $0.023.
Bristol Investments converted $100,000 of note principal into 4,317,308 common
shares at an average conversion price of $0.023. Ellis Enterprise Limited
converted $55,000 of note principal into 2,364,575 common shares at an average
conversion price of $0.023. La Jolla Cove Investors, Inc. converted $25,500 of
principal note into 11,000,000 common shares at an average conversion price of
$0.0023 and exercised 255,000 of warrants into 255,000 common shares at an
average exercise price of $1.00.

                                       12



<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

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

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

                                    CONTENTS

                                                                       Page
                                                                       ----

INDEPENDENT AUDITORS' REPORT                                            F-1

FINANCIAL STATEMENTS:
  Balance Sheet                                                         F-2
  Statements of Operations                                              F-3
  Statement of Stockholders' Equity (Deficit)                        F-4 - F-6
  Statements of Cash Flows                                           F-7 - F-8
  Notes to Financial Statements                                      F-9 - F-17

                                       13



<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
One Voice Technologies, Inc.
San Diego, California

We have audited the accompanying balance sheet of One Voice Technologies, Inc.,
a Nevada Corporation (a development stage enterprise) as of December 31, 2003,
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the years ended December 31, 2003 and 2002, and for the period
since inception on January 1, 1999 to December 31, 2003. 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 audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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, Inc. as
of December 31, 2003, and the results of its operations and its cash flows for
the years ended December 31, 2003 and 2002 and for the period since inception on
January 1, 1999 to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
accompanying financial statements, the Company has incurred significant losses
since inception of $32,459,008 and used cash for operations of $2,559,083 during
the year ended December 31, 2003. The Company also has a working capital deficit
of $681,622 and stockholders' deficit of $116,707 as of December 31, 2003. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plan in regard to these matters is also discussed in
Note 1. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
February 24, 2004

                                      F-1



<PAGE>

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

                        BALANCE SHEET - DECEMBER 31, 2003

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                        $     53,709
  Other receivable, subsequently collected                              137,000
  Prepaid expenses                                                       37,698
                                                                   -------------

          Total current assets                                          228,407

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

OTHER ASSETS:
  Software development costs, net of accumulated amortization           393,857
  Software licensing                                                      2,839
  Deposits                                                                9,926
  Trademarks, net of accumulated amortization                            47,668
  Patents                                                                78,186
                                                                   -------------

          Total other assets                                            532,476
                                                                   -------------

                                                                   $    975,234
                                                                   =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES -
  accounts payable and accrued expenses                            $    910,029

6% CONVERTIBLE NOTES PAYABLE,                                           405,000
Less unamortized discount                                              (334,045)
                                                                   -------------
                                                                         70,955

7.75% CONVERTIBLE NOTES PAYABLE,                                        250,000
Less unamortized discount                                              (243,043)
                                                                   -------------
                                                                          6,957

8% NOTE PAYABLE, due August 8, 2008                                     104,000

STOCKHOLDERS' DEFICIT:
  Preferred stock; $.001 par value, 10,000,000 shares
    authorized, no shares issued and outstanding                             --
  Common stock; $.001 par value, 250,000,000 shares
    authorized, 107,130,615 shares issued and outstanding               107,131
  Additional paid-in capital                                         32,235,170
  Deficit accumulated during development stage                      (32,459,008)
                                                                   -------------

          Total stockholders' deficit                                  (116,707)
                                                                   -------------

                                                                   $    975,234
                                                                   =============

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

                                      F-2



<PAGE>
<TABLE>

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

                               STATEMENTS OF OPERATIONS

<CAPTION>

                                                                        From inception
                                                                         on January 1,
                                         Year ended      Year ended        1999 to
                                         December 31,    December 31,    December 31,
                                            2003            2002            2003
                                        -------------   -------------   -------------
<S>                                     <C>             <C>             <C>
NET REVENUE                             $     50,000    $    387,771    $    700,321

COST OF REVENUE                                6,000          60,485         205,675
                                        -------------   -------------   -------------

GROSS PROFIT                                  44,000         327,286         494,646

GENERAL AND ADMINISTRATIVE EXPENSES        5,975,972       6,896,208      32,953,654
                                        -------------   -------------   -------------

NET LOSS                                $ (5,931,972)   $ (6,568,922)   $(32,459,008)
                                        =============   =============   =============

NET LOSS PER SHARE, basic and diluted   $      (0.09)   $      (0.21)
                                        =============   =============

WEIGHTED AVERAGE SHARES OUTSTANDING,
  basic and diluted                        65,729,000      31,635,000
                                        =============   =============

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

                                         F-3
</TABLE>



<PAGE>
<TABLE>

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

                                     STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<CAPTION>

                                                                                           Deficit
                                                                                         accumulated
                                                Common stock              Additional       during           Total
                                        -----------------------------      paid-in       development    stockholders'
                                            Shares         Amount          capital          stage      equity (deficit)
                                        -------------   -------------   -------------   -------------   -------------
<S>                                       <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



<PAGE>

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

                               STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

                                                                                           Deficit
                                                                                         accumulated
                                                Common stock              Additional       during           Total
                                        -----------------------------      paid-in       development    stockholders'
                                            Shares         Amount          capital          stage      equity (deficit)
                                        -------------   -------------   -------------   -------------   -------------

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



<PAGE>

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

                               STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

                                                                                           Deficit
                                                                                         accumulated
                                                Common stock              Additional       during           Total
                                        -----------------------------      paid-in       development    stockholders'
                                            Shares         Amount          capital          stage      equity (deficit)
                                        -------------   -------------   -------------   -------------   -------------

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 - Ellis Enterprise               12,426,253          12,426          497,472                         509,898

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

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

Conversion of debt to
  equity - O1144 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)
                                        =============   =============   =============   =============   =============

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

                                                         F-6
</TABLE>



<PAGE>

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

                                      STATEMENTS OF CASH FLOWS

                          INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<CAPTION>
                                                                                      From inception
                                                                                      on January 1,
                                                       Year ended       Year ended       1999 to
                                                      December 31,     December 31,    December 31,
                                                          2003            2002            2003
                                                      -------------   -------------   -------------
<S>                                                   <C>             <C>             <C>
Cash flows provided by (used for)
 operating activities:
  Net loss                                            $ (5,931,972)   $ (6,568,922)   $(32,459,008)
                                                      -------------   -------------   -------------

 Adjustments to reconcile net loss to
  net cash provided by operating activities:
      Depreciation and amortization                        664,302         848,165       3,836,797
      Loss on disposal of assets                                --          23,340         523,340
      Amortization of discount and finance cost          2,259,954       2,141,505       5,656,484
      Options issued in exchange for services               12,543         107,276         459,393
      Warrants issued in exchange for services                  --              --         221,650

 Changes in operating assets and liabilities:
  (Increase) decrease in assets:
      A/R trade                                              29,888             --          29,888
      Other receivable                                     (137,000)            --        (137,000)
      Licensing revenue receivable                              --         (29,343)       (279,343)
      Advertising revenue receivable                            --              --        249,455
      Inventory                                                 --         109,451              --
      Prepaid mailing lists                                     --              --       (750,000)
      Prepaid expenses                                      25,849           3,115        (37,681)
      Deposits                                              36,971           1,405         (9,926)

  Increase (decrease) in liabilities:
      Accounts payable and accrued expenses                480,382       (256,799)         910,030
      Deferred revenue                                          --             --          250,000
                                                      -------------   -------------   -------------

          Total adjustments                              3,372,889       2,948,115      10,923,089
                                                      -------------   -------------   -------------

          Net cash used for operating activities        (2,559,083)     (3,620,807)    (21,535,921)
                                                      -------------   -------------   -------------

Cash flows used for investing activities:
  Purchase of property and equipment                       (31,201)            847      (1,429,020)
  Software licensing                                            --          (6,013)     (1,145,322)
  Software development costs                               (76,438)        (16,859)     (1,653,521)
  Trademarks                                                  (262)         (7,288)       (242,731)
  Patents                                                  (35,312)        (15,447)       (109,777)
  Loan fees                                                     --              --        (200,000)
                                                        -------------   -------------   -------------

          Net cash used for investing activities          (143,213)       (44,760)      (4,780,371)
                                                      -------------   -------------   -------------

                                             (Continued)

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

                                                F-7



<PAGE>

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

                                STATEMENTS OF CASH FLOWS (CONTINUED)

                          INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                                      From inception
                                                                                      on January 1,
                                                       Year ended       Year ended       1999 to
                                                      December 31,     December 31,    December 31,
                                                          2003            2002            2003
                                                      -------------   -------------   -------------

Cash flows provided by (used for) financing activities:
  Proceeds from issuance of common stock, net                   --         727,233      18,465,151
  Proceeds from convertible note payable, net            1,906,850       2,948,000       7,810,850
  Proceeds from notes and loans payable                    104,000              --         304,000
  Proceeds from (payments on) loan payable                      --              --        (200,000)
  Retirement of common stock, net                               --              --         (10,000)
                                                      -------------   -------------   -------------

          Net cash provided by financing activities      2,010,850       3,675,233      26,370,001
                                                      -------------   -------------   -------------

Net increase (decrease) in cash                           (691,446)          9,666          53,709
Cash and cash equivalents, beginning of year               745,155         735,489              --
                                                      -------------   -------------   -------------

Cash and cash equivalents, end of year                $     53,709    $    745,155    $      53,709
                                                      =============   =============   =============

Supplemental disclosure of cash flow information:
  Interest paid                                       $     35,189    $         --    $       5,823
                                                      =============   =============   =============
  Income taxes paid                                   $        800    $        800    $       6,687
                                                      =============   =============   =============

Supplemental disclosure of non-cash financing activities:

   Options issued in exchange for services            $     12,543    $     107,276    $    377,993
                                                      =============   =============   =============
   Shares issued for re-pricing of conversion rate    $         --    $     175,000    $    175,000
                                                      =============   =============   =============
   Common shares and warrants issued for settlement   $         --    $          --    $    303,050
                                                      =============   =============   =============
   Warrants issued in connection with financing       $    384,255    $   2,366,215    $  4,290,153
                                                      =============   =============   =============
   Common Stock issued upon conversion of debt        $  2,714,024    $   2,336,492    $  6,733,516
                                                      =============   =============   =============
   Beneficial conversion feature of debt to equity    $  1,291,535    $   1,948,765    $  3,657,750
                                                      =============   =============   =============

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

                                                F-8
</TABLE>



<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION:

One Voice Technologies, Inc. (formerly Conversational Systems, Inc.) was
incorporated under the laws of the State of California on April 8, 1991. 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 $32,459,008 and used
cash for operations of $2,259,083 during the year ended December 31, 2003. The
Company also has a working capital deficit of $681,622 and a stockholders'
deficit of $116,707 as of December 31, 2003. 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 and markets computer software using Intelligent Voice
Interactive Technology (IVIT(TM)) to website owners in the United States and
other countries.

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." The Company is devoting substantially all of its present efforts
to establish a new business, which is unrelated to the business of Dead On, and
its planned principal operations have not yet commenced. 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 to individual and related parties 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-9



<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(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 compliance with
all applicable accounting regulations, including 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, 2003 and 2002, advertising and promotion costs were $11,779 and
$24,764 respectively.

PROPERTY AND EQUIPMENT:

Property and equipment are valued 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.

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, and the balance of the proceeds is 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
attributable to the value of the warrants as calculated using the Black-Scholes
pricing model and the value of the equity conversion features exceeded the face
value of the convertible notes. As a result, the notes were mostly fully
discounted and the discount was recorded as additional paid-in capital. 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-9



<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(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 recognized during the years ended December 31, 2003 and 2002.

Amortization expense totaled $407,481 and $390,967 for the years ended December
31, 2003 and 2002, respectively. Accumulated amortization as of December 31,
2003 amounted to $1,259,664.

COMPREHENSIVE LOSS:

Comprehensive loss consists of net loss only, and accordingly, a Statement of
Comprehensive Loss is not presented.

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, 2003 and 2002 totaled $59,017 and
$57,977, respectively. Accumulated amortization as of December 31, 2003 amounted
to $195,064.

The Company's patent costs consist of legal fees paid in connection with patents
pending. The Company will amortize patents using the straight-line method over
the period of estimated benefit, generally five years. Amortization expense
charged for the years ended December 31, 2003 and 2002 totaled $18,971 and
$12,620, respectively. There was no amortization expense charged for the year
ended December 31, 2001. Accumulated amortization as of December 31, 2003
amounted to $31,591.

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 SHARE:

The Company uses SFAS No. 128, "Earnings Per Share" for calculating the basic
and diluted loss per share. Basic loss per share is computed by dividing net
loss attributable to common stockholders by the weighted average number of
common shares outstanding. Diluted loss per share is computed similar to basic
loss per share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
At December 31, 2003 and 2002, the outstanding number of potentially dilutive
common stock equivalents, consisting of 1,900,500 and 3,173,625 stock options,
16,099,643 and 3,462,297 stock warrants, and convertible debentures estimated at
96,000,000 Shares (2003) and 6,175,000 (2002), using an assumed weighted
conversion rate of $0.005 have not been included in the computation of diluted
weighted average number of common shares outstanding, as their effect would be
anti-dilutive for December 31, 2003 and 2002, respectively.

                                      F-10



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED:

INCOME TAXES:

Deferred income taxes are reported using the 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 NONQUALIFIED OPTION PLAN:

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>
<CAPTION>

                                                     December 31, 2003   December 31, 2002
                                                    ------------------  ------------------

<S>                                                      <C>                 <C>
     Net loss, as reported                               $(5,931,972)        $(5,568,922)
                                                         ------------        ------------
     Stock compensation calculated under SFAS 123        $  (419,000)        $(1,001,078)
                                                         ------------        ------------
     Pro forma net loss                                  $(6,350,972)        $(7,570,000)
                                                         ------------        ------------

     Basic and diluted historical loss per share         $     (0.09)        $     (0.17)
                                                         ------------        ------------
     Pro forma basic and diluted loss per share          $     (0.10)        $     (0.24)
                                                         ------------        ------------
</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-11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(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 Company
does not expect the adoption of SFAS No. 150 to have a material impact on its
financial position, results of operations or stockholders' equity.

(3) PROPERTY AND EQUIPMENT:

         A summary is as follows:

                  Computer equipment                              $    495,126
                  Website development                                   35,974
                  Equipment                                            296,959
                  Furniture and fixtures                               120,243
                  Web host computer equipment                          420,993
                  Leasehold improvements                                15,222
                                                                  -------------

                                                                     1,384,517
                  Less accumulated depreciation and amortization     1,170,166
                                                                  -------------

                                                                  $    214,351
                                                                  =============

Depreciation expense totaled $195,178 and $377,051 for the years ended December
31, 2003 and 2002, respectively.

(4) 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

                                      F-12
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(4) NOTES PAYABLE: CONTINUED:

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.

As of 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 $0.33 per share.

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
$450,000, net of debt issue cash cost of $62,000. The fair value of the warrants
of $14,000 using Black Scholes option pricing model and the beneficial
conversion feature of approximately $193,000 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 charges to interest expense.

As of 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
$0.031 per share.

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 aggregate amount of $750,000. The notes bear
interest at 6% (effective interest rate in excess of 100% 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 an aggregate of 9,493,672 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 $690,000, net of debt issue cash
cost of $60,000. The relative value (limited to the face amount of the debt) of
all the warrants of $327,000 using Black Scholes option pricing model, cash cost
of $60,000 and the beneficial conversion feature of approximately $363,000 will
be amortized over the life of the debt using the interest method.

As of December 31, 2003, the balance owed was $405,000 and the unamortized
discount amounted to $334,000. Upon conversion of the debt mentioned above, any
unamortized debt issue costs will be charged to expense. As of 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 $0.030 per share. The unconverted portion of this note is due at various
times through September 17, 2004, which as of December 31, 2003 amounted to
$405,000.

                                      F-13
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(4) NOTES PAYABLE, CONTINUED:

Subsequent to December 31, 2003, the following note holders converted principal
into common shares: Alpha Capital Akteingesellschaft converted $100,000 of note
principal into 4,378,122 common shares at an average conversion price of $0.023.
Bristol Investments converted $100,000 of note principal into 4,317,308 common
shares at an average conversion price of $0.023.

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%
(effective interest rate in excess of 100% on the aggregate amount), matures on
December 12, 2005, and are convertible into the Company's common stock, at the
holder' option, at the lower of (i) $0.25 or (ii) eighty percent (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. 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.
Beginning in the first calendar month after the registration statement is
declared effective; holder shall convert at least 7%, but no more than 15% of
the face value of the debenture per calendar month into common shares of the
company. 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.
Net proceeds will amount to approximately $237,000, net of debt issue cash cost
of $13,000. Pursuant to this offering, the Company has already received $100,000
and received the remaining $137,000 on January 16, 2004. The relative value
(limited to the face amount of the debt) of all the warrants of $18,030 using
Black Scholes option pricing model and the beneficial conversion feature of
approximately $231,970 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.

As of December 31, 2003, La Jolla Cove Investors had not converted any of their
note. The unconverted portion of this note is due December 12, 2005, which as of
December 31, 2003 amounted to $250,000.

(5) COMMON STOCK

On June 22, 1999, in connection with a Merger Agreement and Plan of
Reorganization with Dead On, Inc., the Company exchanged all of its outstanding
shares of common stock for 7,000,000 newly issued shares of the common stock of
Dead On, Inc. (Note 1). Pursuant to a plan approved by One Voice Technologies'
Board of Directors in July 1999, the Company repurchased and retired 10,000,000
shares of its common stock, $.001 par value per share. During December 2001, the
shareholders approved the increase of authorized number of common stock shares
to 100,000,000.

Private Placements
------------------

In May 1999, the Company commenced a private placement of 1,500,000 shares of
the Company's common stock at a purchase price of $2.00 per share. The Private
Placement was exempt from the registration provisions of the Act by virtue of
Section 4(2) of the Act, as transactions by an issuer not involving any public
offering. The securities issued pursuant to the Private Placement were
restricted securities as defined in Rule 144. The offering generated proceeds of
approximately $2,846,000, net of offering costs of approximately $154,000. An
additional 150,000 shares of the Company's common stock was issued for services
rendered in connection with this private placement, which was valued at $2.00
per share.

In January 2000, the Company entered into a Subscription Agreement with an
unrelated foreign party providing for the sale of 312,500 shares of the
Company's common stock at $6.40 per share and 156,250 common stock purchase
warrants. Each warrant entitles the holder to purchase one share of common stock
at an exercise price of $8.00. The warrants expired on January 5, 2001. Proceeds
raised from the shares and warrants total approximately $1,800,000, net of
offering costs of approximately $200,000.

                                      F-14



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(5) COMMON STOCK, CONTINUED:

In March 2000, the Company commenced a private placement of approximately
1,000,000 units consisting of 1 share of the Company's common stock and 1/2
common stock purchase warrant for each unit purchased. The Company raised
proceeds totaling approximately $12,146,000, net of offering costs of
approximately $902,000, from the issuance of 988,560 shares of common stock and
494,280 common stock purchase warrants. Each warrant entitles the holder to
purchase one share of common stock at an exercise price of $18.00. The warrants
expire at various times through April 2001.

In June 2001, the Company raised proceeds of approximately $840,020, which is
net of offering costs of approximately $73,000, from the issuance of 702,350
shares through a private placement offering of its restricted stock. The
offering price was $1.30 per share. The Company also issued 702,350 warrants
(valued using the Black-Scholes method at the date of grant) to the investors,
which have an exercise price of $0.86 per share and expire on June 30, 2002.

During May 2002, the Company entered into an equity financing agreement of up to
$5 million, with an initial put demand by the Company for approximately $800,000
in exchange for 2,666,667 shares of the Company's common stock at a price of
$0.30 per share. Subsequently, on August 8, 2002, $500,000 of the $800,000
investment was re-priced and 833,334 shares (valued at $175,000) of common stock
was issued to the investors so that the average cost of the initial put was
$0.22857 per share. Pursuant to this agreement, the Company can exercise its
right to require the Investor to purchase a discretionary amount of the
Company's common stock as determined by the Company, subject to the terms of the
agreement. The minimum put amount is $150,000 and the offering price of the
Company's common stock is determined on a formula, as set forth in the
agreement.

In addition, the Company also issued 300,000 warrants in May 2002, to purchase
shares of the Company's common stock at an exercise price of $0.43 per share.
Subsequently, on August 8, 2002, the Company adjusted the exercise price on
these warrants to $.20 per share due to a subsequent financing. The Company paid
a finders fee of $48,000 and issued 75,000 warrants with an exercise price of
$0.43, the value of which has been netted against the gross proceeds. During
2002, the Company accounted for the change in exercise under variable accounting
and recognized an expense of $9,000 during the period. In addition, the Company
also recognized an expense of $175,000 from the issuance of additional 833,334
common shares referred to above.

During the year ended December 31, 2002, Laurus Master Fund converted principal
plus accrued interest of $705,455 into 2,110,129 common shares.

During the year ended December 31, 2002, Stonestreet Capital converted principal
plus accrued interest of $903,699 into 4,294,596 common shares.

During the year ended December 31, 2002, Alpha Capital Aktiengesellschaft
converted principal plus accrued interest of $345,000 into 2,767,752 common
shares.

During the year ended December 31, 2002, Ellis Enterprises Ltd. converted
principal plus accrued interest of $40,000 into 300,842 common shares.

During the year ended December 31, 2002, Bristol Investments converted principal
plus accrued interest of $30,000 into 225,699 common shares.

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.

                                      F-15



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(5) COMMON STOCK, CONTINUED:

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.

Settlement
----------

During September 2001, the Company entered into an agreement with an investment
banking group to settle a dispute regarding a financial consulting agreement
dated May 30, 2000. While the management did not believe that the claims were
meritorious, the Company entered into the Settlement Agreement, among other
reasons, to avoid distracting management's focus from operations and to minimize
legal expenses. Pursuant to the settlement, the Company issued 110,000 shares of
common stock and 300,000 warrants exercisable into 300,000 shares of common
stock, of which, 150,000 warrants are exercisable at $2.00 per share and 150,000
warrants are exercisable at $1.50 per share. Total consideration given amounted
to $298,050, comprised of $50,000 paid in cash, 110,000 in common stock shares
with a fair value of $81,400 and 300,000 in warrants with a fair value using
Black Scholes model of

(6) INCOME TAXES:

For federal income tax return purposes, the Company has available net operating
loss carryforwards of approximately $28,000,000, which includes approximately
$323,000 acquired from Dead On, Inc. The net operating loss carry-forwards
expire through 2023 and are available to offset future income tax liabilities.

A reconciliation of the provision for income taxes at statutory rates to the
provision reported in the consolidated financial statements is as follows:

                                                   Year ended      Year ended
                                                  December 31,    December 31,
                                                      2003            2002
                                                  -------------   -------------

 Federal income tax (benefit) at statutory rates            34%             34%
 State income taxes (benefit), less federal
   income tax benefit                                        6               6
                                                  -------------   -------------

 Total provision/(benefit)                                  40              40
 Permanent differences (warrant cost and
   beneficial conversion feature amortization)             (15)            (15)
 Net operating loss                                        (25)            (25)
                                                  -------------   -------------

       Total provision                                       -%             -%
                                                  =============   =============

Temporary differences which give rise to deferred tax assets and liabilities at
December 31, 2003 are as follows:

               Net operating loss carryforwards                  $   28,000,000
               Valuation allowance                                  (28,000,000)
                                                                 ---------------
                         Net deferred taxes                      $           --
                                                                 ===============

                                      F-16



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(7) EMPLOYMENT AGREEMENT:

The Company entered into an employment agreement with an officer stockholder of
the Company to pay an annual base salary of $252,000 through July 2002.
Following July 2002, the consulting agreement reverted to a month to month
basis. Increases are determined annually by the Board of Directors. Under this
agreement, salaries approximated $250,000 and $240,000 for the years ended
December 31, 2003 and 2002, respectively.

(8) CONSULTING AGREEMENT:

The Company entered into a consulting agreement with a personal service
corporation owned by an officer of the Company to pay an annual consulting fee
of $143,000 through July 2002. Following July 2002, the consulting agreement
reverted to a month to month basis. Increases are determined annually by the
Board of Directors. Consulting fees approximated $85,000 and $141,000 for the
years ended December 31, 2003 and 2002, respectively.

(9) 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, 2002:

               Year ending December 31,
                   2004                                    $ 313,291
                   2005                                      266,053
                                                           ----------

                                                             579,344
               Less sublease income                          180,000
                                                           ----------

                                                           $ 399,344
                                                           ==========

Rent expense, net of sublease income of $90,000 amounted to $175,395 for the
year ended December 31, 2003.

(10) 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.

                                      F-17



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(10) 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 2000, the Company granted 53,725 stock options exercisable at an average
exercise price of $10.22 to consultants for professional services provided to
the Company. The options expire at various times through 2003. The options were
valued using the Black-Scholes method at the date of grant.

During 2001, the Company granted 250,000 stock options exercisable at an
exercise price of $0.65 to a consultant for professional services provided and
to be provided to the Company. The options expire at various times through 2004.
The options were valued using the Black-Scholes method at the date of grant.
Compensation expense, recognized over the vesting period, to consultants
pursuant to SFAS No. 123 amounted to $107,276 and $140,263 for the years ended
December 31,2002 and 2001, respectively.

During 2002, the Company granted 1,095,000 stock options exercisable at an
average exercise price of $0.14 to employees of the Company. The options expire
at various times through 2005.

During 2003, the Company granted 275,000 stock options exercisable 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, 2003 and 2002 are as follows:

                                              2003                  2002
                                      -------------------   -------------------
                                                  Average               Average
                                                  Exercise              Exercise
                                        Number     Price      Number     Price
                                      ----------  -------   ----------  -------
Outstanding at beginning of the year  3,173,625   $ 1.58    2,078,625   $ 2.33
Granted during the year                 275,000     0.12    1,095,000      .15
Terminated during the year            1,548,125     1.38           --       --
Exercised during the year                    --       --           --       --
Outstanding at end of the year        1,900,500     1.54    3,173,625     1.58
Exercisable at end of the year        1,534,400     1.85    1,528,625     2.84

                                      F-18



<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002

(11) WARRANTS:

At December 31, 2003, the Company had warrants outstanding that allow the
holders to purchase up to 16,099,643 shares of common stock, of which,
11,847,572 warrants had an exercise price of $0.0474 expiring through August
2005, 2,583,333 warrants have an exercise price of $1.00 per share expiring
through December 2006, 1,668,738 warrants have an exercise price ranging from
$0.20 to $0.96 expiring through December 2007.

The number and weighted average exercise prices of the warrants for the years
ended December 31, 2003 and 2002 are as follows:

                                              2003                  2002
                                      -------------------   -------------------
                                                  Average               Average
                                                  Exercise              Exercise
                                        Number     Price      Number     Price
                                      ----------  -------   ----------  -------

Outstanding at beginning of the year   3,464,297  $ 1.26      1,457,567   $ 2.42
Granted during the year               12,635,346     .24      2,037,242      .42
Terminated during the year                   --       --         30,512      .11
Exercised during the year                    --       --             --       --
Outstanding at end of the year        16,099,643    0.46      3,464,297     1.26
Exercisable at end of the year        16,099,643    0.46      3,464,297     1.26

(12) SUBSEQUENT EVENT:

Subsequent to December 31, 2003, note holders converted additional note
principal into common shares as follows:

                                                                         Average
                                              Amount       Converted    Exercise
                                             Converted    Shares Into    Price
                                            -----------   -----------   --------
         Alpha Capital Akteingesellschaft   $  100,000     4,378,122    $ 0.023
         Bristol Investments                   100,000     4,317,308    $ 0.023
         Ellis Enterprise Limited               55,000     2,364,575    $ 0.023
                                            -----------   -----------   --------
                                            $  255,000    11,060,005    $ 0.023
                                            ===========   ===========   ========

         La Jolla Cove Investors converted $25,500 of principal into 11,000,000
         common shares at an average conversion price of $0.0023. They also
         exercised 255,000 warrants into 255,000 common shares at an average
         exercise price of $1.00 for net proceeds of $255,000(see Note 5).

                                      F-19

<PAGE>

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

None.

ITEM 8A. CONTROLS AND PROCEDURES

As of December 31, 2003, an evaluation was performed by our Chief Executive
Officer and Acting Chief Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on that
evaluation, Our Chief Executive Officer and Acting Chief Accounting Officer,
concluded that our disclosure controls and procedures were effective as of
December 31, 2003. There have been no significant changes in our internal
controls or in other factors that could significantly affect internal controls
subsequent to December 31, 2003.

                                    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          41     Chairman of the Board, President, Chief
                                   Executive Officer, Director
        Rahoul Sharan       42     Chief Financial Officer, Director
        Bradley J. Ammon    40     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, although Dean Weber
has an employment agreement and Rahoul Sharan's company has a personal service
agreement with us. 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 the B2 Stealth Bomber project at
Northrop, Space Station contracts at United Technologies and advanced user
interfaces at 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 $26
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.

                                       14
<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 of Officers, Directors and Employees


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.

                                       15
<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.

                                       16
<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.

                                       17
<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, 2003, no director, officer or beneficial
owner 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, 2003. The foregoing 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, 2003, certain written representations
and shareholders who, to the best of our knowledge, hold 10 percent or more of
our shares.

                                       18
<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, 2003, 2002 and 2001 exceeded $100,000:
<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE
                                         ANNUAL COMPENSATION
                                         -------------------
                                                   Other
                                                   Annual    Restricted    Options     LTIP
Name & Principal             Salary     Bonus   Compensation   Stock        SARs      Payouts
         Position      Year    ($)       ($)          ($)      awards        (1)        ($)
         --------      ----    ---       ---          ---      ------        ---        ---
<S>                    <C>   <C>
Dean Weber, CEO        2003  241,629      -            -           -          -          -
CEO                    2002  252,000      -            -           -          -          -
                       2001  246,098      -            -           -          -          -

Rahoul Sharan, CFO     2003   84,636       -           -           -          -          -
                       2002  142,500       -           -           -          -          -
                       2001  137,654       -           -           -          -          -
</TABLE>

(1) This payment was made through KJN Management Ltd.

EMPLOYMENT AGREEMENT

We entered into a three-year employment agreement (the Weber Employment
Agreement) with Dean Weber, our Chairman, Chief Executive Officer and President,
commencing in July 1999. The Weber Employment Agreement provides that, in
consideration for Mr. Weber's services, he is to be paid an annual salary of
$180,000. The salary was changed to $252,000 annually in April 2000. The last
bonus earned was paid in 2000.

PERSONAL SERVICE AGREEMENT

We entered into a three-year personal service agreement with KJN Management
Ltd., commencing in July 1999 for the services of its CFO, Rahoul Sharan, which
provided for the payment of a fee by the Company to KJN Management Ltd. of
$120,000 per year. The service fee was increased to $180,000 per year in 2000
and subsequently been reduced in 2001 and 2002. The last bonus earned was paid
in 2000.

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.

                                       19
<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 1, 2004 (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>
<CAPTION>

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)  5,558,000(3)     4.27%

    IVantage, Inc. (2)                                        1,600,200        1.23%

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

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

    Total securities held by officers and directors
      as a group (3 people):                                  5,693,000(9)     4.37%
</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 March 18, 2003 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 1,600,200 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 1,600,200 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)    Includes 350,004 shares underlying warrants that are currently
       exercisable at an exercise price of $0.27 per share. In accordance with
       rule 13d-3 under the securities exchange act of 1934, Konrad Ackerman may
       be deemed a control person of the shares owned by such entity.
(7)    Includes 145,836 shares underlying warrants that are currently
       exercisable at an exercise price of $0.27 per share. Dr. Julian Ungar, an
       unaffiliated third party, has investment power over the shares owned by
       such entity.
(8)    Includes 175,002 shares underlying warrants that are currently
       exercisable at an exercise price of $0.27 per share. Paul Kessler and
       Diana Kessler, unaffiliated third parties, have investment power over the
       shares owned by such entity.
(9)    Includes options to purchase 210,000 shares as they are currently
       exercisable.

* Less than 1%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no material related transactions during the year.

                                       20
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

       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).

                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).

                OPINION REGARDING LEGALITY

         5.1    Sichenzia Ross Friedman Ference LLP Opinion and Consent (filed
                herewith).

                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.

                                       21
<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)

                CONSENTS OF EXPERTS AND COUNSEL

         23.1   Consent of independent auditors (filed herewith).

         23.2   Consent of legal counsel (see Exhibit 5).

         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

                                       22
<PAGE>

         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.

Reports filed on Form 8-K: None

ITEM 14.

Audit Fees. The total fees billed to the Company by Stonefield Josephson, Inc.
during 2003 was approximately $82,000. These fees pertained to the audit of the
Company's annual financial statements for the year ended December 31, 2002 and
quarterly Form 10-QSBs in 2003 along with various Registration Statements, all
of which amounted to $77,000. In addition, tax fees amounted to $3,000 and all
other fees amounted to $2,000. The estimated audit fee in 2004 for the year
ended December 31, 2003 is expected to be approximately $30,000, quarterly Form
10-QSBs in 2004 of $21,000 and Tax Fees of $3,500. No "audit-related fees," "tax
fees" or "all other fees," as those terms are defined by the Securities and
Exchange Commission, were paid to Stonefield Josephson, Inc. for the fiscal
years ended December 31, 2003 and 2002.

                                       23
<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:  MARCH 30, 2004             BY:     /S/ DEAN WEBER
                                       -------------------------------------
                                  DEAN WEBER, PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  ACTING CHIEF FINANCIAL OFFICER & DIRECTOR

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

      SIGNATURE                           TITLE                         DATE

/S/ DEAN WEBER                    CHIEF EXECUTIVE OFFICER         MARCH 30, 2004
-------------------------         AND DIRECTOR

DEAN WEBER

/S/ RAHOUL SHARAN                 CHIEF FINANCIAL OFFICER         MARCH 30, 2004
-------------------------         AND DIRECTOR
RAHOUL SHARAN

/S/ BRADLEY J. AMMON              DIRECTOR                        MARCH 30, 2004
-------------------------
BRADLEY J. AMMON

                                       24