<PAGE>


     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 2007
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A
                                (Amendment No. 1)


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

                      For the year ended December 31, 2006


                         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.)

                4275 Executive Square, Ste 200, La Jolla CA 92037
                -------------------------------------------------
               (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(b) of the Exchange Act: None.

         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/A or any
amendment to this Form 10-KSB/A. [ ]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The issuer's revenues for the year ended December 31, 2006 were $690,541.

The approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 24, 2006, based on the average of the
closing bid and asked prices of one share of the Common Stock of the Company was
$15,400,000.

As of December 31, 2006 the issuer had 584,513,673 shares of common stock
outstanding.

As of April 12, 2007 the issuer had 623,328,077 shares of common stock
outstanding.

Documents incorporated by reference None.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                                        1



<PAGE>


                                EXPLANATORY NOTE

One Voice Technologies, Inc. is filing this amended Annual Report on Form
10-KSB/A to amend the Annual Report on Form 10-KSB initially filed with the
Securities and Exchange Commission on April 18, 2007 to update the Controls and
Procedures section with (i) disclosure as to why certain material weaknesses
identified by our former auditor did not have effect on our financial results or
any restatements that occurred and (ii) disclosure that the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006 was filed
late.



<PAGE>

                                TABLE OF CONTENTS
                                -----------------


                                                                            PAGE
                                                                            ----

Part I
------
Item 1.  Description of Business                                              3
Item 2.  Description of Property                                              9
Item 3.  Legal Proceedings                                                   10
Item 4.  Submission of Matters to a Vote of Security Holders                 10


Part II
-------
Item 5.  Market for Common Equity and Related Stockholder Matters            11
Item 6.  Management's Discussion and Analysis or Plan of Operation           14
Item 7.  Financial Statements                                                25
Item 8.  Changes In and Disagreements with Accountants on Accounting
           and Financial Disclosure                                          26
Item 8A. Controls and Procedures                                             27
Item 8B. Other Information                                                   29


Part III
--------
Item 9.  Directors, Executive Officers, Promoters, Control Persons and
           Corporate Governance; Compliance With Section 16(a) of
           the Exchange Act                                                  30
Item 10. Executive Compensation                                              33
Item 11. Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                   35
Item 12. Certain Relationship and Related Transactions, and Director
           Independence                                                      35
Item 13. Exhibits                                                            35
Item 14. Principal Accountant Fees and Services                              39


                                        2



<PAGE>

PART 1
------

ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------

INTRODUCTION
------------

One Voice Technologies, Inc. is a voice recognition technology company with over
$43 million invested in Research and Development and deployment of products in
both the telecom and PC multi-media markets. To date, our customers include:
Telefonos de Mexico, S.A.B. de C.V. (TELMEX), Intel Corporation, Alltel
Wireless, Inland Cellular, Nex-Tec Wireless and several additional telecom
service providers throughout the United States. Our telecom solutions allow
business and consumer phone users to Voice Dial, Group Conference Call, Read and
Send E-Mail and Instant Message, all by voice. We offer PC Original Equipment
Manufacturers (OEM's) the ability to bundle a complete voice interactive
computer assistant which allows PC users to talk to their computers to quickly
play digital media (music, videos, DVD) along with reading and sending e-mail
messages, SMS text messaging to mobile phones, PC-to-Phone calling (VoIP) and
PC-to-PC audio/video. We feel we are strongly positioned across these markets
with our patented voice technology.

The company is traded on the NASD OTC Electronic Bulletin Board ("OTCBB") under
the symbol ONEV. One Voice is incorporated in the State of Nevada and commenced
operations on July 14, 1999.

MARKET OPPORTUNITY
------------------

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

In the Telecom sector, we believe that the mobile messaging market, which has
both business and consumer market applications including, e-mail, instant
messages, and SMS (short message service), is extremely large and is growing at
a rapid rate. One Voice solutions enable users to send, delete, and route and
receive text messages using voice from any type of phone (wired or wireless)
anywhere in the world.

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

ONE VOICE PRODUCTS
------------------

MOBILEVOICE(TM)
---------------

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

     - Send free-format voice-to-text messages
     - Place voice-activated dialing calls
     - Access their E-mail from mobile and fixed line phones
     - Place group calls to up to 64 people on a single call
     - Supports email access to most major providers including Hotmail, Yahoo
       Mail, AOL Mail, Gmail, POP3 and IMAP servers

MOBILEVOICE ACTIVATED DIALING(TM)
---------------------------------

MobileVoice Activated Dialing is server-based and we believe it delivers higher
levels of accuracy and reliability than other solutions on the market today. It
was designed with a high capacity for contact lists, advanced functionality such
as synchronization and import tools that interface with Microsoft Outlook and
Lotus Notes, and we believe it requires less setup time than other solutions. It
was designed to meet the challenges of today's mobile environments while
delivering high accuracy for native and non-native speaking individuals.


                                        3



<PAGE>

We believe an opportunity exists for the adaptation of MobileVoice Activated
Dialing by wireless carriers, as more safety legislation is introduced for hands
free communications while operating motor vehicles. MobileVoice Activated
Dialing allows a user to place calls to members of a contact list using voice
commands while employing safe driving techniques.

MOBILECONFERENCE(TM)
--------------------

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

MOBILEVOICE E-MAIL(TM)
----------------------

A unique Voice-to-Text email solution that enables subscribers send free-form
email messages to PCs, mobile phones or wireless alphanumeric paging devices
while on the road. Available for English and Spanish, we believe it delivers
some of the highest levels of accuracy in the industry.

MOBILEVOICE SMS(TM)
-------------------

Short Message Service (SMS) has gained wide popularity in major markets
throughout the world. MobileVoice SMS is a mobile Voice-to-Text SMS solution
that enables subscribers to send free-form messages from phone-to-phone with
only their voice. Subscribers can avoid triple-tapping their text messages by
dictating the message through the MobileVoice SMS interface. Subscribers can
send messages within network or to subscribers on other networks.

MOBILEVOICE INSTANT MESSAGING(TM)
---------------------------------

We believe that instant messaging has long been a popular way for friends and
colleagues to communicate on their computers. MobileVoice Instant Messaging
takes instant messaging mobile, allowing people to chat and send quick messages
using free form dictation. Targeted at subscribers and enterprise customers,
MobileVoice Instant Messaging allows for voice based instant communications in
mobile environments.

MOBILEVOICE VOICE MAIL(TM)
--------------------------

MobileVoice Voice Mail lets subscribers record and send messages in their own
voice. The voice recording of a message will be sent as an email attachment to
the recipient or group of recipients. These messages may be retrieved from any
computer or phone.

MOBILEVOICE EMAIL READER(TM)
----------------------------

MobileVoice E-mail Reader allows subscribers to fully manage their email
accounts from any phone. Subscribers can sort and find important messages from
specific contacts. The MobileVoice E-mail Reader offers management tools such as
"Reply", "Reply to All", "Forward", "Skip" and "Delete". Subscribers can access
personal and corporate e-mail accounts from any phone. Includes support for
Hotmail, Yahoo Mail, AOL Mail, Gmail, POP3 and IMAP servers.

MOBILEVOICE LANDLINE(TM)
--------------------------

Supports all the powerful features of MobileVoice but tailored to the needs of
fixed line telecom providers. Features include:

- Multiple sub-accounts per phone line offering each individual in the home
  their own personalized service
- Dial Tone Hotlink(TM) allowing subscribers to simply pickup the phone and tell
  MobileVoice Landline to call an individual, group or access email
- Both individual and shared address books for all sub-accounts

MEDIA CENTER COMMUNICATOR(TM)
-----------------------------

Media Center Communicator uses voice recognition to control Microsoft Windows
Vista and XP Media Center Edition 2005. Features include:

         o        Simple to use voice commands with no voice training required
         o        High accuracy with a wide range of accents
         o        Ability to play MP3 or Apple iTunes music using voice commands
         o        PC-to-Phone calling using Skype to anywhere worldwide
         o        Home automation for setting thermostats, lighting, security
                  cameras and much more
         o        Read and send email
         o        View photos and photo slideshows
         o        Create custom voice macros to launch websites and applications
         o        Works with Windows Media Center DVD players (Sony and Niveus)


                                        4


<PAGE>

INTELLECTUAL PROPERTY AND 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.
Patent protection is important to our business. The patent position of companies
in the hi-technology field generally is highly uncertain, involves complex legal
and factual questions, and can be subject of much litigation.

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 assurance 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 and
defending or bringing claims, related to our intellectual property rights may
require our management to redirect its resources to address these claims, this
could have a material adverse effect on our business, financial condition and
results of operations.

It is possible that other parties have conducted or are conducting research and
could develop processes that would precede any of our processes.

Our competitive position is also dependent upon unpatented trade secrets. We
intend to implement a policy of requiring our employees, consultants and
advisors to execute proprietary information and invention assignment agreements
upon commencement of employment or consulting relationships with us. These
agreements will provide that all confidential information developed or made
known to the individual during the course of their relationship with us must be
kept confidential, except in specified circumstances. However, we cannot assure
you that these agreements will provide meaningful protection for our trade
secrets or other proprietary information in the event of unauthorized use or
disclosure of confidential information. Additionally, we cannot assure you that
others will not independently develop equivalent proprietary information and
techniques or otherwise gain access to our trade secrets, that such trade
secrets will not be disclosed, or that we can effectively protect our rights to
unpatented trade secrets.

EMPLOYEES
---------

As of March 31, 2007, we have 7 full-time employees and 4 consultant/part-time
employees. We have no collective bargaining agreements with our employees and
believe our relations with our employees are strong and committed to the best
interest of the company. We consider our relations with our employees to be
good.

RISK FACTORS
------------

This investment has a high degree of risk. Before you invest you should
carefully consider the risks and uncertainties described below. If any of the
following risks actually occur, our business, operating results and financial
condition could be harmed and the value of our stock could go down. This means
you could lose all or a part of your investment.

                   RISKS RELATED TO OUR BUSINESS AND INDUSTRY

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. For the year ended December 31, 2006 and 2005, we
incurred a net loss of $4,418,844 and $1,059,949, respectively. These factors,
among others discussed in Note 1 to the financial statements, raise substantial
doubt about the ability to continue as a going concern. We expect to continue to
incur net losses until sales generate sufficient revenues to fund our continuing
operations. We may fail to achieve significant revenues from sales or achieve or
sustain profitability. There can be no assurance of when, if ever, we will be
profitable or be able to maintain profitability.

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

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


                                        5


<PAGE>

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

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

     o    Establish and maintain broad market acceptance of our products and
          services and convert that acceptance into direct and indirect sources
          of revenues.
     o    Maintain and enhance our brand name.
     o    Continue to timely and successfully develop new products, product
          features and services and increase the functionality and features of
          existing products.
     o    Successfully respond to competition, including emerging technologies
          and solutions.
     o    Develop and maintain strategic relationships to enhance the
          distribution, features and utility of our products and services.

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

We do not know if additional financing will be available when needed, or if it
is available, if it will be available on acceptable terms. Insufficient funds
may prevent us from implementing our business strategy or may require us to
delay, scale back or eliminate certain contracts for the provision of voice
interface software.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY.

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

OUR DISCLOSURE CONTROLS AND PROCEDURES AND OUR INTERNAL CONTROLS OVER FINANCIAL
REPORTING ARE INEFFECTIVE. IF WE ARE UNABLE TO IMPLEMENT THE REMEDIAL ACTIONS WE
HAVE PROPOSED AND GENERALLY MAINTAIN THE EFFECTIVENESS OF OUR DISCLOSURE
CONTROLS AND PROCEDURES AND INTERNAL CONTROLS, WE WILL NOT BE ABLE TO PROVIDE
RELIABLE FINANCIAL STATEMENTS WHICH WOULD MAKE ANY INVESTMENT IN OUR COMPANY
SPECULATIVE AND RISKY.

Management received a letter dated March 31, 2006 (the "Letter") from Peterson &
Co., LLP, One Voice's independent auditors, addressed to the Chief Executive
Officer and Chairman of the Board of Directors in connection with the audit of
our financial statements as of December 31, 2005, in which the independent
auditors identified certain matters involving internal controls and procedures
that they consider to be significant deficiencies or material weaknesses under
the standards of the Public Company Accounting Oversight Board. These material
weaknesses were: (1) lack of sufficient and knowledgeable personnel to maintain
appropriate accounting and financial reporting organizational structure to
support the activities of the Company; (2) lack of a functioning audit committee
and lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (3) inadequate segregation of duties
consistent with control objectives; (4) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; (5)
ineffective personnel resources and technical accounting expertise within the
accounting function to resolve non-routine or complex accounting matters; (6)
ineffective controls over period end financial close and reporting processes;
and (7) inadequate procedures for appropriately identifying, assessing and
applying accounting principles. The aforementioned material weaknesses were
identified by our independent auditors in connection with the audit of our
financial statements as of December 31, 2005 and communicated to our management
through the Letter.


                                        6


<PAGE>


Management believes that the material weaknesses set forth in items (3), (4) and
(6) above did not have an affect on the Company's financial results or any
restatements which have occurred. Inadequate segregation of duties consistent
with control objectives (item (3)) was due to the fact that the Company did not
have a sufficient number of personnel within the accounting department.
Management believes that this did not have an effect on the most recent and
updated financial statements filed by the company as the adjustments made to the
financial statements were related to the application of technical accounting
guidance and resulted primarily from the lack of accounting department staff
with sufficient technical accounting expertise and experience. We believe that
even if there had been sufficient staff to remedy the segregation of duties
problem, unless one of more of the additional staff members had sufficient
technical accounting expertise, this would not have prevented the adjustments
and restatement. M anagement believes that the weakness due to insufficient
written policies and procedures (item (4)) did not have an effect on the most
recent and updated financial statements filed by the company as the adjustments
were related to the application of technical accounting guidance and resulted
primarily from the lack of accounting department staff with sufficient technical
accounting expertise and experience. We believe that even if there had been
sufficient written policies and procedures in place, the problem related to the
lack of accounting staff members with sufficient technical accounting expertise
would not have been resolved and this would not have prevented the adjustments
and restatement. Further, we do not feel that improper controls and procedures
over the period end process (item (6)) caused any material effects or
misstatements to the financials filed, as these inefficiencies were more
associated with timely closing, review and filing of financial statements. These
issues were due primarily to th e fact that the Company had an insufficient
number of personnel within the accounting department and that it did not have
written policies and procedures to ensure that the financial statement closing
and reporting processes were timely and effective. We believe that even if
stronger controls had been in place related to the period end financial close
and reporting processes, the problem related to the lack of accounting staff
members with sufficient technical accounting expertise would not have been
resolved and this would not have prevented the adjustments and restatement.


In accordance with Exchange Act Rules 13a-15 and 15d-15, and after receipt of
the Letter, we have re-evaluated, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2005, March 31, 2006,
September 30, 2006 and December 31, 2006. Based upon this re-evaluation the
Chief Executive Officer and Chief Financial Officer have concluded that our
current disclosure controls and procedures are not effective in ensuring that
the information required to be disclosed is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rule and forms
and is accumulated and communicated to the our management, including our Chief
Executive Officer (the principal executive officer) and Chief Financial Officer
(the principal accounting and financial officer) as appropriate to allow timely
decisions regarding required disclosure.

We are committed to improving our financial organization. As part of this
commitment, we will create a segregation of duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function by the end of fiscal 2007 to resolve
non-routine or complex accounting matters. In addition, we will take the
following actions to enhance our internal controls, when funds are available to
us, which we expect to occur by the end of fiscal 2007:

i) Appointing one or more outside directors to our board of directors who shall
be appointed to the audit committee resulting in a fully functioning audit
committee who will undertake the oversight in the establishment and monitoring
of required internal controls and procedures. All compensation paid to board
members comes in the form of stock options that normally carry a value of less
than $10,000, which vest over a period of time;

ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure requirements,
which management estimates will cost approximately $65,000 per annum; and

iii) Hiring additional knowledgeable personnel with technical accounting
expertise to further support the current accounting personnel, which management
estimates will cost approximately $90,000 per annum.


                                       7

<PAGE>

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board. In addition, management believes that preparing and implementing
sufficient written policies and checklists will remedy the following material
weaknesses (i) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP
and SEC disclosure requirements; (ii) ineffective controls over period end
financial close and reporting processes; and (iii) inadequate procedures for
appropriately identifying, assessing and applying accounting principles.
Further, management believes that hiring additional knowledgeable personnel with
technical accounting expertise will remedy the following material weaknesses:
(A) lack of sufficient and knowledgeable personnel to maintain appropriate
accounting and financial reporting organizational structure to support the
activities of the Company; (B) inadequate segregation of duties consistent with
control objectives; and (C) ineffective personnel resources and technical
accounting expertise within the accounting function to resolve non-routine or
complex accounting matters.

Management believes that the hiring of additional personnel who have the
technical expertise and knowledge with the non-routine or technical issues we
have encountered in the past will result in both proper recording of these
transactions and a much more knowledgeable finance department as a whole. Due to
the fact that our accounting staff consists of a controller and an interim CFO,
additional personnel will also ensure the proper segregation of duties and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support us if personnel turn over
issues within the department occur. This coupled with the appointment of
additional outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our disclosure
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow. On
March 12, 2007 the Company engaged an outside consulting firm that specializes
in the accounting for derivative instruments that are embedded within the
Company's financing transactions. The Company will continue to engage the firm
in order to ensure proper treatment.

We cannot assure you that we will be able to maintain adequate controls over our
financial processes and reporting. If we are unable to implement the remedial
actions we have not yet undertaken and generally maintain the effectiveness of
our disclosure controls and procedures and internal controls so as to insure
that all of the information required to be reported in our periodic reports was
recorded, processed, summarized, and reported, within the time periods specified
in the Commission's rules and forms, we will not be able to provide reliable
financial reports, our results of operations could be misstated and our
reputation may be harmed. Accordingly, any investment by you in our company
under these conditions could be speculative and risky.

                       RISKS RELATING TO OUR COMMON STOCK

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

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


                                        8


<PAGE>

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

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

     o    That a broker or dealer approves a person's account for transactions
          in penny stocks.
     o    The broker or dealer receives from the investor a written agreement to
          the transaction, setting forth the identity and quantity of the penny
          stock to be purchased.

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

     o    Obtain financial information and investment experience objectives of
          the person.
     o    Make a reasonable determination that the transactions in penny stocks
          are suitable for that person and the person has sufficient knowledge
          and experience in financial matters to be capable of evaluating the
          risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     o    Sets forth the basis on which the broker or dealer made the
          suitability determination.
     o    That the broker or dealer received a signed, written agreement from
          the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

FACILITIES
----------

The Company's headquarters are located at 4275 Executive Square, Suite 200, La
Jolla, California. The Company leases its facility under a lease that expires in
November 2010. The size of our office is 5,162 square feet. Rent expense, net of
sublease income, amounted to $220,908 for the year ended December 31, 2006 which
included the subleasing of two satellite offices in Texas. We believe that our
current office space and facilities are sufficient to meet our present needs and
do not anticipate any difficulty securing alternative or additional space, as
needed, on terms acceptable to us.


                                       9

<PAGE>

ITEM 3. LEGAL PROCEEDINGS
-------------------------

>From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm business. Except as disclosed
below we are currently not aware of any such legal proceedings or claims that
will have, individually or in the aggregate, a material adverse affect on
business, financial condition or operating results.

There has been no bankruptcy, receivership or similar proceedings. As previously
disclosed to the public in our reports filed with the Securities and Exchange
Commission, we were the subject of a legal proceeding in the San Diego County
Superior Court (the "Court") entitled La Jolla Cove Investors, Inc. ("La Jolla")
vs. One Voice Technologies, Inc., Case No. GIC850038 (the "Action") which was
filed with the Court for an unspecified amount of damages. La Jolla held our
convertible debentures related to our past financings. La Jolla claimed that we
failed to honor its conversion notices resulting in damages. La Jolla filed a
similar suit in 2004 and dismissed the suit after we transferred shares pursuant
to conversion notices and an interim settlement agreement. In particular, we
agreed to and did register 8,425,531 shares of our common stock to honor the
past conversion notice and an additional 8,425,531 shares pursuant to such
interim settlement agreement. Part of the resolution of the first lawsuit
restrained La Jolla from tendering additional conversion notices for a specified
period of time. During that time period, La Jolla requested that we amend the
terms of the outstanding debentures, but we refused to do so. We tendered back
the outstanding debenture amounts to La Jolla on two occasions. We secured
alternative financing and did not honor further conversion notices from La
Jolla. The Action was thereafter commenced by La Jolla.

On January 6, 2006, La Jolla and the Company entered into a Settlement Agreement
and Mutual Release (the "Settlement Agreement") in which La Jolla and we agreed
to forever settle, resolve and dispose of all claims, demands and causes of
action asserted, existing or claimed to exist between the parties because of or
in any way related to the Action. Under the Settlement Agreement, La Jolla and
the Company agreed that the parties shall bear their own costs and attorney's
fees associated with the Action. In addition, we agreed to pay to La Jolla:

     o    10,000,000 restricted shares of our common stock upon the execution of
          the Settlement Agreement;
     o    $300,000 was paid on May 5, 2006; and
     o    $400,000 was due on June 6, 2006. $50,000 was paid September 13, 2006

Interest accrued on the $400,000 unpaid balance at 8% per annum commencing on
the date of the Settlement Agreement until paid in full. Because payment of
$400,000 was not made within 30 days of its due date (June 6, 2006), La Jolla is
entitled to enter a judgment against us for the unpaid balance, plus accrued
interest and $100,000, upon the filing of a declaration of default by La Jolla.
We were unable to come to terms on a payment arrangement with La Jolla. La Jolla
sought to enforce a $100,000 penalty provision for past late payments. They
sought a judgment in the amount of approximately $484,000. The Court ruled in
favor of the Company and disallowed the penalty provision sought by La Jolla.
However, the Court entered judgment in the amount of $385,000 against the
Company. La Jolla has appealed the ruling.

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

None.


                                       10

<PAGE>

PART II
-------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
-----------------------------------------------------------------

Our common stock is quoted on the OTC Electronic Bulletin Board (OTC BB) under
the symbol ONEV. The OTC BB is sponsored by the National Association of
Securities Dealers (NASD) and is a network of security dealers who buy and sell
stocks.

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

                                                       Low       High
                                                       ---       ----

2005
First Quarter                                          .04        .06
Second Quarter                                         .03        .06
Third Quarter                                          .03        .05
Fourth Quarter                                         .02        .03

2006
First Quarter                                          .02        .22
Second Quarter                                         .01        .04
Third Quarter                                          .01        .02
Fourth Quarter                                         .01        .02

2007
First Quarter*                                         .01       .05

*Through March 30, 2007

As of April 12, 2007, our common stock shares were held by 105 stockholders of
record and we had 623,328,077 shares of common stock issued and outstanding. 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.

The holders of common stock do not have cumulative voting rights and are
entitled to one vote per share on all matters to be voted upon by the
stockholders. Our common stock is not entitled to preemptive rights and is not
subject to redemption (including sinking fund provisions) or conversion. Upon
our liquidation, dissolution or winding-up, the assets (if any) legally
available for distribution to stockholders are distributable ratably among the
holders of our common stock. All outstanding shares of our common stock are
validly issued, fully-paid and non assessable. The rights, preferences and
privileges of the holders of our common stock are subject to the preferential
rights of all classes or series of preferred stock that we may issue in the
future.

DIVIDEND POLICY
---------------

We have not declared any dividends to date. We have no present intention of
paying any cash dividends on our common stock in the foreseeable future, as we
intend to use earnings, if any, to generate growth. The payment, by us, of
dividends, if any, in the future, rests within the discretion of our Board of
Directors and will depend on, among other things, our earnings, our capital
requirements and our financial condition, as well as other relevant factors.
There are no restrictions in our articles of incorporation or bylaws that
restrict us from declaring dividends.


                                       11

<PAGE>

AMENDED AND RESTATED 1999 STOCK OPTION PLAN
-------------------------------------------

Our Amended and Restated 1999 Stock Option 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.

2005 INCENTIVE STOCK PLAN
-------------------------

On July 29, 2005 the Company adopted the 2005 Stock Incentive Plan and reserved
60,000,000 shares of the Company's common stock for issuance under the 2005
Plan. Two types of options may be granted under the 2005 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. In addition, Stock Awards and
restricted Stock Purchase Offers may be granted under the 2005 Stock Incentive
Plan.

UNREGISTERED SALES OF EQUITY SECURITIES
---------------------------------------

The securities described below represent our securities sold by us for the
period starting January 1, 2006 and ending December 31, 2006 that were not
registered under the Securities Act of 1933, as amended. Underwriters were not
involved in any of these transactions.

On January 24, 2006, the Company issued non statutory options to purchase an
aggregate of 56,200,000 shares of our common stock at a price equal to $0.016
per share to certain of our employees, directors and consultants. The
aforementioned options were issued pursuant to our 2005 Stock Incentive Plan.

On February 7, 2006, the Company 10,000,000 restricted common shares to La Jolla
Cove Investors, Inc. pursuant to a Settlement Agreement entered into on January
6, 2006.

On March 16, 2006, the Company held a closing with one accredited investor
pursuant to which the investor subscribed to purchase an aggregate of 3,000,000
shares of restricted common stock for a total purchase price of $60,000. In
addition, the investor received an aggregate of 3,000,000 Class A common stock
purchase warrants and 3,000,000 Class B common stock purchase warrants to the
investor, representing 100 Class A and Class B warrants issued for each 100
shares which were issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.045 per share. The Class B warrants are exercisable until four years from the
closing date at an exercise price of $0.06 per share. The holder of the Class B
warrants will be entitled to purchase one share of common stock upon exercise of
the Class B warrants for each share of common stock previously purchased upon
exercise of the Class A warrants.


                                       12

<PAGE>

On April 20, 2006, the Company issued 3,000,000 restricted common shares in
exchange for an agreement to provide consulting services and a release on
potential Claims.

On May 5, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several accredited
and/or qualified institutional investors pursuant to which the investors
subscribed to purchase an aggregate principal amount of $324,000 in 6% secured
convertible promissory notes.

The secured convertible notes bear simple interest at 6% per annum payable upon
each conversion, June 1, 2006 and semi-annually thereafter, and mature 2 years
after the date of issuance. Each investor shall have the right to convert the
secured convertible notes after the date of issuance at any time, until paid in
full, at the election of the investor into fully paid and non assessable shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.043 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded. The conversion price is adjustable in the
event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the conversion price of the secured convertible notes will be adjusted
in the event that we spin off or otherwise divest ourselves of a material part
of our business or operations or dispose all or a portion of our assets.

On June 27, 2006 the Company entered into a Subscription Agreement with one
accredited investor pursuant to which the Company sold, and the investor
purchased, an aggregate of 4,000,000 restricted shares of our common stock at a
per share purchase price of $0.013.

On July 6, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several accredited
and / or qualified institutional investors pursuant to which the investors
subscribed to purchase an aggregate principal amount of $550,000 in 6% secured
convertible promissory notes and 1 Class A common stock purchase warrant for
each 1share which would be issued on the closing date assuming full conversion
of the secured convertible notes issued on the closing date. The Company
received gross proceeds of $300,000 on July 6, 2006 and will receive the
remaining $250,000 on or prior to July 14, 2006.

The secured convertible notes bear simple interest at 6% per annum payable upon
each conversion, August 1, 2006 and semi-annually thereafter, and mature 2 years
after the date of issuance. Each investor shall have the right to convert the
secured convertible notes after the date of issuance and at any time, until paid
in full, at the election of the investor into fully paid and nonassessable
shares of our common stock. The conversion price per share shall be the lower of
(i) $0.015 or (ii) 80% of the average of the three lowest closing bid prices for
our common stock for the 30 trading days prior to, but not including, the
conversion date as reported by Bloomberg, L.P. on any principal market or
exchange where our common stock is listed or traded. The conversion price is
adjustable in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the conversion price of the secured convertible
notes will be adjusted in the event that we spin off or otherwise divest
ourselves of a material part of our business or operations or dispose all or a
portion of our assets. Our obligation to repay all principal, and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated as of February 16, 2006, which
also secures the remaining principal amount of our convertible notes in the
aggregate amount of $1,827,000 which we issued on March 18, 2005, July 13, 2005,
March 20, 2006, May 5, 2006 and July 6, 2006 to certain of the investors
participating in this new private placement.

The Company issued an aggregate of 48,530,839 Class A common stock purchase
warrants to the investors, representing 1 Class A warrant issued for each 1
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.015 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets.

On August 28, 2006, the Company entered into a Subscription Agreement with
several accredited and / or qualified institutional investors pursuant to which
the investors subscribed to purchase an aggregate principal amount of $420,000
in 6% secured convertible promissory notes and 1 Class A common stock purchase
warrant for each 1share which would be issued on the closing date assuming full
conversion of the secured convertible notes issued on the closing date.


                                       13

<PAGE>


The secured convertible notes bear simple interest at 6% per annum payable upon
each conversion, September 1, 2006 and semi-annually thereafter, and mature 2
years after the date of issuance. Each investor shall have the right to convert
the secured convertible notes after the date of issuance and at any time, until
paid in full, at the election of the investor into fully paid and non assessable
shares of our common stock. The conversion price per share shall be the lower of
(i) $0.015 or (ii) 80% of the average of the three lowest closing bid prices for
our common stock for the 30 trading days prior to, but not including, the
conversion date as reported by Bloomberg, L.P. on any principal market or
exchange where our common stock is listed or traded. The conversion price is
adjustable in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the conversion price of the secured convertible
notes will be adjusted in the event that we spin off or otherwise divest
ourselves of a material part of our business or operations or dispose all or a
portion of our assets. Our obligation to repay all principal, and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated as of February 16, 2006, which
also secures the remaining principal amount of our convertible notes in the
aggregate amount of $1,827,000 which we issued on March 18, 2005, July 13, 2005,
March 20, 2006, May 5, 2006 and July 6, 2006 to certain of the investors
participating in this new private placement.

The Company issued an aggregate of 41,414,141 Class A common stock purchase
warrants to the investors, representing 1 Class A warrant issued for each 1
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.015 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets.

During the twelve months ended December 31, 2006, an accredited investor agreed
to purchase an aggregate of 7,000,000 shares of restricted common stock for a
total purchase price of $112,000.

On December 21, 2006, the Company issued an aggregate of 20,000,000 shares of
restricted common stock to the investors of our 8% revolving credit notes on a
pro rata basis.

* All of the above offerings and sales were deemed to be exempt under Rule 506
of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited number of persons, all of whom were
accredited investors, business associates of One Voice or executive officers of
One Voice, and transfer was restricted by One Voice in accordance with the
requirements of the Securities Act of 1933. In addition to representations by
the above-referenced persons, we have made independent determinations that all
of the above-referenced persons were accredited or sophisticated investors, and
that they were capable of analyzing the merits and risks of their investment,
and that they understood the speculative nature of their investment.
Furthermore, all of the above-referenced persons were provided with access to
our Securities and Exchange Commission filings.

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

FORWARD-LOOKING STATEMENTS
--------------------------

The information in this report contains forward-looking statements. All
statements other than statements of historical fact made in this report are
forward looking. In particular, the statements herein regarding industry
prospects and future results of operations or financial position are
forward-looking statements. These forward-looking statements can be identified
by the use of words such as "believes," "estimates," "could," "possibly,"
"probably," anticipates," "projects," "expects," "may," "will," or "should" or
other variations or similar words. No assurances can be given that the future
results anticipated by the forward-looking statements will be achieved.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. Our actual results may differ significantly from
management's expectations.

The following discussion and analysis should be read in conjunction with our
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.

OVERVIEW OF THE BUSINESS
------------------------

One Voice Technologies, Inc. is a voice recognition technology company with over
$43 million invested in Research and Development and deployment of more than 20
million products worldwide in seven languages. To date, our customers include:
Telefonos de Mexico, S.A.B. de C.V. (TELMEX), Intel Corporation, Alltel
Wireless, Inland Cellular, Nex-Tec Wireless and several additional telecom
service providers throughout the United States.


                                       14

<PAGE>

Based on our patented technology, One Voice offers voice solutions for the
Telecom and Interactive Multimedia markets. Our telecom solutions allow business
and consumer phone users to voice dial, group conference call, read and send
e-mail and instant messages, all by voice. We offer PC Original Equipment
Manufacturers (OEM's) the ability to bundle a complete voice interactive
computer assistant which allows PC users to talk to their computers to quickly
play digital media (music, videos, DVD) along with read and send e-mail
messages, SMS text messaging to mobile phones, PC-to-Phone calling (VoIP) and
PC-to-PC audio/video. We feel we are strongly positioned across these markets
with our patented voice technology.

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

In order to reduce expenditures, the Company has aggressively reduced its
operating expenses to a target of $160,000 per month beginning in November 2006.
This reduction has come from a series of measures including reduction in
head-count by eliminating all part-time workers, placing some full-time
employees on part-time status and reducing additional operating overhead. Given
these cost cutting measures, the Company feels it can better reach operationally
break-even by decreasing operating expenses while increasing our revenue stream.

TELECOM SECTOR
--------------

In the Telecom sector, we believe that the Mobile Messaging market, which has
both business and consumer market applications including: e-mail, instant
messages, and SMS (Short Message Service), is extremely large and is growing at
an astonishing rate. One Voice solutions enable users to send, route and receive
text messages using voice from any type of phone (wired or wireless) anywhere in
the world.

The Company's strategy, in the telecom sector, is to continue aggressive sales
and marketing activities for our voice solutions, which we believe, may result
in increased deployments and revenue stream. The product offerings will
encompass both MobileVoice(TM) suite of solutions as well as our ADA
(Alternative to Directory Assistance(TM)).

The Company has recently begun a trial-testing phase for our voice solutions
with Cingular Wireless. This trial is in joint cooperation with VeriSign. If
successful, this opportunity could potentially lead to Cingular Wireless
launching One Voice's services. This trial is still on-going. At this time, we
do not know if this will ever come to any material fruition.

The Company was recently selected by Lucent Technologies to jointly offer One
Voice's MobileVoice solutions in conjunction with Lucent services to national
carriers. Due to reorganizations within Lucent these efforts have been put on
hold until new management within Lucent is assigned to this effort.

The Company recently received a counter-proposal from a large carrier in India
for MobileVoice services. We are currently negotiating terms with this carrier.

The Company recently signed an agreement to deploy MobileVoice services with
Mohave Wireless. This service is anticipated to be launched to Mohave Wireless
subscribers in Summer, 2007.

The Company recently signed a deployment contract with TELMEX for deployment of
One Voice's MobileVoice solutions to the over 18 million TELMEX subscribers
throughout Mexico. The anticipated launch is June 2007 beginning with TELMEX
subsidiary TELNOR with over 750,000 subscribers in northern Mexico. National
rollout throughout Mexico is anticipated to begin in Summer 2007 to the
remaining 18 million TELMEX subscribers. We are currently bidding on additional
contracts within TELMEX for other services to be offered by TELMEX to their
subscribers. At this time, we do not know if these additional contracts will
ever come to any material fruition.

PC SECTOR
---------

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

The Company's strategy, in the PC Sector, is to continue its aggressive
marketing efforts to sign-up system integrators, such as those engaged in the
business of home theatre installation and value-added resellers under the
Company's reseller program launched in 2005. The Company will continue to pursue
OEMs for bundling agreements of its Media Center Communicator product. These OEM
agreements may include revenue share business models as well as discounted
individual user license fees. The Company will continue to use industry
associations, forums and tradeshow events such as CES, CEDIA, EHX and Digital
Life to promote awareness of our products and build strategic alliances.

The Company anticipates having its Media Center Communicator bundled with a
tier-one PC manufacturer in the Fall 2007.


                                       15

<PAGE>

The Company recently was awarded a contract from Intel Corporation to co-develop
voice-enabled solutions for use with embedded and desktop devices. Intel has
selected One Voice's technology to be used as an integral part of these devices.
This contract is not anticipated generating material revenue for the Company
given the narrow niche market for these devices. The Company will continue to
offer our technology and services to Intel for additional contracts as they may
come up from time to time.

The Company has completed the design and prototyping of its Media Center remote
control and is now in discussions with retailers and distributors for purchasing
commitments. We have produced several evaluation units that are now under
evaluation by potential retailers and distributors. Given potential purchase
commitments, the Company will produce our remotes to fulfill these orders. We
anticipate the initial production run will cost approximately $50,000 to create
the machine tooling, plastics, electronics and assembly for the remotes. We will
only go into production given committed purchase orders to cover these
manufacturing costs. We anticipate this will happen in the second quarter 2007.

The Company recently was awarded a contract from AT&T/SBC to develop next
generation voice activated remote controls for set-top box devices. This
contract is initially to develop several prototype remote control devices with a
potential production contract in 2007. This initial contract is a milestone for
our company which we believe proves that our technology is in-demand by
significant customers and in conjunction with our pending patent in this area of
remote controls. Our goal is to create a market for voice enabled remote control
devices used for voice commands and VoIP (Voice-over-IP) communications (example
Skype and Vonage) that are covered in our pending patent and to license this
technology to remote control device manufacturers for use with CE devices, cable
and satellite set top boxes and Media Center computers.

In summary, since the beginning of 2006, the company has deployed services with
telecom carriers and began recognizing recurring revenue. Management believes
the company's transition into the revenue recognition phase was very important
as it signifies acceptance of our solutions and the value they deliver to the
customer and their subscribers. For the year ending December 31, 2006, the
Company has experienced revenue growth of 387 % over the same period ending
December 31, 2005. The management team remains committed to generating near and
long term revenues significant enough to fund daily operations, building
shareholder value, expand the intellectual property portfolio and developing
cutting edge solutions and applications for the emerging speech recognition
market sector.

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, fair
value of derivative liabilities and fair value of options or warrants
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.

Revenue is recognized when the four basic criteria of revenue recognition are
met: (i) a contractual agreement exists; (ii) transfer of intellectual property
has been completed or services have been rendered; (iii) the fee is fixed or
determinable, and (iv) collectibility is reasonably assured.

STOCK-BASED COMPENSATION. Stock-based compensation to outside consultants is
recorded at fair market value in accordance with the Statement of Financial
Accounting Standards No. 123 (revised 2004), "Share-Based Payment," ("SFAS
123(R)") SFAS 123(R) and Emerging Issues Task Force No. 98-16 Accounting for
Equity Instruments That Are Issued to Other Than Employees, for Acquiring, or in
Conjunction with Selling Goods and Services("EITF 98-16"), and these costs are a
component of general and administrative expense. Prior to the adoption of, We
accounted for stock-based awards to employees and directors using the intrinsic
value method in accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). Under the intrinsic value
method that was used to account for stock-based awards prior to January 1, 2006,
which had been allowed under the original provisions of Statement 123, no stock
compensation expense had been recognized in our statement of operations as the
exercise price of our stock options granted to employees and directors equaled
the fair market value of the underlying stock at the date of grant.


                                       16

<PAGE>

On January 1, 2006, we adopted SFAS 123(R) which requires the measurement and
recognition of compensation expense for all share-based awards made to employees
and directors, including employee stock options and employee stock purchases,
based on estimated fair values. SFAS 123(R) supersedes our previous accounting
for share-based awards under APB 25 for periods beginning in 2006. In March
2005, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 107 ("SAB 107") relating to SFAS 123(R). We have applied the provisions of
SAB 107 in its adoption of SFAS 123(R). We adopted SFAS 123(R) using the
modified prospective transition method, which requires the application of the
accounting standard as of the beginning of our current year. Our financial
statements as of and for the year ended December 31, 2006 reflect the impact of
SFAS 123(R). In accordance with the modified prospective transition method, Our
financial statements for prior periods have not been restated to reflect, and do
not include, the impact of SFAS 123(R).

Stock compensation expense recognized during the period is based on the value of
share-based awards that are expected to vest during the period. Stock
compensation expense recognized in our statement of operations for 2006 includes
compensation expense related to share-based awards granted prior to January 1,
2006 that vested during the current period based on the grant date fair value
estimated using the Black-Scholes option pricing model. Stock compensation
expense during the current period also includes compensation expense for the
share-based awards granted subsequent to January 1, 2006 based on the grant date
fair value estimated in accordance with the provisions of SFAS 123(R). As stock
compensation expense recognized in the statement of operations is based on
awards ultimately expected to vest, it has been reduced for estimated
forfeitures (which are currently estimated to be minimal). SFAS 123(R) requires
forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those ESTIMATES. In the our
pro forma information required under SFAS 123 for the periods prior to 2006,
forfeitures were estimated and factored into the expected term of the options.

Our determination of estimated fair value of share-based awards utilizes the
Black-Scholes option-pricing model. The Black-Scholes model is affected by our
stock price as well as assumptions regarding a number of highly complex and
subjective variables. These variables include, but are not limited to, our
expected stock price volatility over the term of the awards, and actual and
projected employee stock option exercise behaviors.

COMMITMENTS AND CONTINGENCIES. Commitments and Contingencies are disclosed in
the footnotes of the financial statements according to generally accepted
accounting principles. If a contingency becomes probable, and is estimatable by
management, a liability is recorded per SFAS No. 5.

OFF-BALANCE SHEET ARRANGEMENTS

We had no off-balance sheet arrangements to report for the fiscal year ended
December 31, 2006 or December 31, 2005. We have not entered into any
transactions with unconsolidated entities whereby we have financial guarantees,
subordinated retained interests, derivative instruments or other contingent
arrangements that expose us to material continuing risks, contingent
liabilities, or any other obligations under a variable interest in an
unconsolidated entity that provides us with financing, liquidity, market risk or
credit risk support.

RESULTS OF OPERATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE
FISCAL YEAR ENDED DECEMBER 31, 2005.

<TABLE>
                                   ONE VOICE TECHNOLOGIES INC.
                          Selected Statement of Operations Information


                                         YEAR ENDED     YEAR ENDED                    PERCENTAGE
                                        DECEMBER 31,   DECEMBER 31,     CHANGE          CHANGE
                                            2006           2005
                                        -----------    -----------    -----------    -----------
<S>                                     <C>            <C>            <C>                  <C>
Net Revenue                             $   691,000    $   142,000    $   549,000           387%
Cost of goods sold                          163,000         31,000        132,000           426%
                                        -----------    -----------    -----------    -----------
     GROSS PROFIT                           528,000        111,000        417,000           376%

General and administrative expenses       3,516,000      3,433,000         83,000             2%
Other income (expense)                   (1,431,000)     2,263,000     (3,694,000)         -163%
                                        -----------    -----------    -----------    -----------
     Net loss                           $(4,419,000)   $(1,059,000)   $(3,359,000)          317%
                                        ===========    ===========    ===========    ===========
</TABLE>


                                       17

<PAGE>

REVENUES
--------

Net revenues totaled $691,000 and $142,000, respectively, for the year ended
December 31, 2006 and December 31, 2005. Increased revenues of $548,000 (387%)
were attributable to new MobileVoice customers. The Company also had a one time
contract settlement in cash for early termination due to a One Voice customer
being purchased by another telecommunication company.

GENERAL AND ADMINISTRATIVE EXPENSE
----------------------------------

Operating expenses totaled $3,516,000 for the year ended December 31, 2006 from
$3,433,000 for the same period in 2005. The majority of our cash related
operating expenses consist of compensation related expenses and regular monthly
overhead items including: rents, utilities, various insurance policies, legal
and audit fees. The increase of $83,000 (2%) over year 2005 is allocated between
the above mentioned items. The increase for the current year was primarily due
to the increase in business activities related to supporting the development of
our company.

SALARY AND COMPENSATION
-----------------------

Salary and wage expenses were $1,437,000 for the year ended December 31, 2006 as
compared to $1,326,000 for the same period in 2005. The increase of $111,000
(8%) was due to increase in use of independent contractors in year 2006.

ADVERTISING AND PROMOTION
-------------------------

Advertising and promotion expense totaled $53,000 for the year ended December
31, 2006 as compared to $77,000 for the same period in 2005. Advertising and
promotion expense decrease of $24,000 (32%) resulted from the Company decreasing
both travel budget and trade show expense.

LEGAL AND CONSULTING
--------------------

Legal and consulting expenses decreased to approximately $149,000 for the year
ended December 31, 2006 from approximately $231,000 for the same period in 2005.
The decrease in year 2006 compared to year 2005 of $82,000 (35%) was due to the
fact that the Company employed an outside management consultant in 2005, and the
Company no longer retained their services in year 2006.

DEPRECIATION AND AMORTIZATION
-----------------------------

Depreciation and amortization expenses decreased to approximately $123,000 for
the year ended December 31, 2006 from approximately $172,000 for the same period
in 2005. Amortization and depreciation expenses consisted of patent and
trademarks, computer equipment, software development, and tradeshow booth. The
decrease of $49,000 (28%) was due to assets being 100% depreciated throughout
the year 2006.

OTHER INCOME (EXPENSE)
----------------------

For the years ended December 31, 2006 and 2005, other expense was approximately
$1,431,000 compared to other income of approximately $2,263,000 respectively.
Other income (expense) consisted of interest expense, settlement expense, gain
(loss) on warrant derivative liability and other income (expense), details
below.

INTEREST EXPENSE
----------------

For the years ended December 31, 2006 and 2005, interest expense was
approximately $1,579,000 compared to $2,420,000 respectively.

Interest expense is composed of three very distinct transactions, which vary in
their financial treatment.

1. Monthly amortization of debt issue costs related to securing convertible debt
financing.

This represents a cash related transaction.

For the year ended December 31, 2006, and December 31, 2005, interest expense
related to debt issue costs was approximately $152,000 compared to $172,000,
respectively.

2. Monthly amortization of the embedded discount features within convertible
debt financing.

This represents a non-cash transaction.


                                       18

<PAGE>

For the years ended December 31, 2006, and 2005, interest expense related to the
amortization of discount was approximately $1,296,000 compared to $2,112,000,
respectively.

3. Monthly accrued interest related to notes payable and convertible notes
payable financing.

This represents a future cash transaction if the convertible interest accrued is
not converted into common stock. No accrued interest related to convertible
notes payable was paid in cash during year's ended December 31, 2006 and 2005.

For the years ended December 31, 2006, and 2005, interest expense related to
Notes payable and convertible notes payable was approximately $128,000 compared
to $76,000, respectively.

4. Other / penalties for the year ended December 31, 2006 were approximately
$3,000 compared to $60,000, respectively.

                   INTEREST EXPENSE SUMMARY
                   ------------------------

                                YEAR ENDED     YEAR ENDED
                               DECEMBER 31,   DECEMBER 31,
                                   2006           2005
                               ------------   ------------

Debt issue cost                $    152,000   $    172,000
Discount amortization             1,296,000      2,112,000
Accrued interest                    128,000         76,000
Other  / penalties                    3,000         60,000
                               ------------   ------------
         TOTAL                 $  1,579,000   $  2,420,000
                               ------------   ------------
SETTLEMENT EXPENSE
------------------

For the years ended December 31, 2006, and 2005, settlement expense was
approximately $101,000 compared to $760,000 respectively. The decrease in period
2006 over 2005 is attributable to a one time legal settlement incurred in 2005
with La Jolla Cove Investors and the re-pricing of common stock warrants issued
relating to convertible debt financing activities.

GAIN / (LOSS) ON DEBT DERIVATIVES
---------------------------------

For the years ended December 31, 2006, and 2005, gains recorded on debt
derivatives were approximately $12,000 compared to $419,000 respectively. See
Note 9 in the accompanying financial statements.

GAIN / (LOSS) ON WARRANT DERIVATIVES
------------------------------------

For the years ended December 31, 2006, and 2005, gains recorded on warrant
derivatives were approximately $197,000 compared to $5,070,000 respectively. See
Note 9 in the accompanying financial statements.

OTHER INCOME (EXPENSE)
----------------------

For the years ended December 31, 2006, and 2005, other net was approximately a
gain of $5,000 compared to a loss of $46,000 respectively. The decrease in
period 2006 over 2005 is attributed to the disposal of fixed assets in 2005.

The Company had a net loss of $4,419,000 or basic and diluted net loss per share
of $0.01 for the year ended December 31, 2006, compared to a net loss of
$1,060,000 or basic and diluted net loss per share of $0.01 for the same period
in 2005.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

NON-CASH EXPENSES EFFECTING OPERATING ACTIVITIES IN THE YEAR 2006
-----------------------------------------------------------------

The non-cash related expenses of $2,357,000 were reflected in the year ended
December 31, 2006 net loss of $4,418,000 and consisted of the following:


                                       19

<PAGE>

     o    Compensation expense relating to the issuance of stock options of
          $272,000.
     o    Issuance of common stock in exchange for services and debt of
          $311,000.
     o    Amortization of embedded discount relating to convertible debt
          financing of $1,777,000.
     o    Re-pricing of the warrant derivative liability relating to convertible
          debt financing of $231,000.

At December 31, 2006, we had a working capital deficit of $5,101,000 as compared
with a working capital deficit of $3,840,000 at December 31, 2005.

Net cash used for operating activities was $2,357,000 for the year ended
December 31, 2006 compared to $3,149,000 for the year ended December 31, 2005.

Net cash used for investing activities was $155,000 for the year ended December
31, 2006 compared to net cash used of $58,000 for the year ended December 31,
2005.

Net cash provided by financing activities was $2,208,000 for the year ended
December 31, 2006 and resulted from sales by the Company of convertible debt
securities, common stock and proceeds from the exercise of common stock warrants
during the year. This compares to proceeds of $3,011,000 from financing
activities for the year ended December 31, 2005.

We incurred a net loss of $4,419,000 during the year ended December 31, 2006 and
had an accumulated deficit of $46,845,000. Our losses through December 2006
included interest expense, amortization of debt discount, amortization of
software licensing agreements and development costs and operational and
promotional expenses.

FINANCING TRANSACTIONS
----------------------

NET PROCEEDS RECEIVED DUE TO FINANCING ACTIVITY
-----------------------------------------------

                                        2006           2005
                                    ------------   ------------

Private placement                   $    112,000   $    506,400
Warrant exercise                         300,200        649,210
Convertible debt financing             1,994,000      2,000,000
Revolving line of credit                 240,000              -
                                    ------------   ------------
TOTAL PROCEEDS RECEIVED             $  2,406,200   $  3,155,610
                                    ============   ============

NOTES PAYABLE
-------------

On August 8, 2003, the Company issued a promissory note in the aggregate
principal amount of $100,000, paying interest at 8.0% per annum, due on August
8, 2008. At December 31, 2006 the balance on the note payable was $100,000.

PRIVATE PLACEMENTS OF COMMON STOCK FOR CASH SUMMARY
---------------------------------------------------

During the year ending December 2005 the Company held multiple closings with
several accredited investors pursuant to which the investors subscribed to
purchase an aggregate of 17,000,000 shares of restricted common stock for a
total purchase price of $506,400. In addition, the investors received an
aggregate of 17,000,000 Class A common stock purchase warrants and 17,000,000
Class B common stock purchase warrants, representing 100 Class A and Class B
warrants issued for each 100 shares which were issued on the closing date. The
Class A warrant is exercisable until four years from the closing date at an
exercise price of $0.045 per share. The Class B warrants are exercisable until
four years from the closing date at an exercise price of $0.06 per share. The
holder of the Class B warrants will be entitled to purchase one share of common
stock upon exercise of the Class B warrants for each share of common stock
previously purchased upon exercise of the Class A warrants.

During the year ending December 2006 the Company held multiple closings with an
accredited investor pursuant to which the investor subscribed to purchase an
aggregate of 7,000,000 shares of restricted common stock for a total purchase
price of $112,000. In addition, the investor received an aggregate of 3,000,000
Class A common stock purchase warrants and 3,000,000 Class B common stock
purchase warrants to the investor, representing 100 Class A and Class B warrants
issued for each 100 shares which were issued on the closing date. The Class A
warrants are exercisable until four years from the closing date at an exercise
price of $0.045 per share. The Class B warrants are exercisable until four years
from the closing date at an exercise price of $0.06 per share. The holder of the
Class B warrants will be entitled to purchase one share of common stock upon
exercise of the Class B warrants for each share of common stock previously
purchased upon exercise of the Class A warrants.


                                       20

<PAGE>

WARRANT EXERCISE
----------------

On February 28, 2006 the Company completed a private placement with an
institutional investor involving an exercise of class A common stock purchase
warrants. The warrants were previously issued in connection with a prior private
placement with the investor. The company received $200,200 and a total of
14,300,000 Class A common stock purchase warrants were exercised at a purchase
price of $.014.

On March 23, 2006 the Company completed a private placement with an
institutional investor involving an exercise of class A common stock purchase
warrants. The warrants were previously issued in connection with a prior private
placement with the investor. The company received $100,000 and a total of
6,250,000 Class A common stock purchase warrants were exercised at a purchase
price of $.016.

REVOLVING CREDIT NOTE PAYABLE
-----------------------------

On December 21, 2006, the Company completed a private placement pursuant to a
Revolving Credit Note Agreement which the Company entered into with several
institutional Investors, pursuant to which the investors subscribed to advance
up to a maximum amount of $640,000 bearing an interest rate of 7%. The term of
the agreement shall be effective as of December 21, 2006 and shall be in full
force and effect until the earliest to occur of (a) 12 months from December 21,
2006 or (B) a date not less than thirty days after Lender gives notice of
termination to the Company. In connection with the Revolving Credit Note
Agreement, the Company also issued 20,000,000 shares of it's common stock to the
related Investors. Interest shall be calculated daily on the outstanding
principal balance due, and is to be reimbursed to the Investors on a monthly
basis. The reimbursement of the interest shall be in the form of the Company's
restricted shares of common stock. The stock is to be valued at the month end
stock closing price. The advances to the Company are to be based on an amount of
up to 75% of the face value of the current and future invoices "Receivables"
submitted for borrowing. All proceeds paid relating to the previously mentioned
invoices are to be deposited into a lockbox account belonging to Investors. The
lockbox proceeds are to be 100% applied towards any outstanding principal amount
owed by the Company. The Company's obligation to repay all principal and accrued
and unpaid interest under the convertible notes is secured by all the Company's
assets pursuant to a certain Security Agreement dated February 16, 2006, which
also secures the remaining principal amount of the Company's convertible notes
in the aggregate amount of $1,592,000 which the Company issued on March 18,
2005, July 13, 2005, March 17, 2006, May 5, 2006, July 6, 2006 and August 29,
2006 to certain of the investors participating in this new private placement. As
of December 31, 2006 the outstanding principal amount owed to the Investors was
$240,000.

CONVERTIBLE NOTES PAYABLE
-------------------------

On March 18, 2005, the Company held its first closing pursuant to a subscription
agreement it entered into with several accredited investors as of March 18,
2005, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $2,000,000 in 6% convertible promissory notes, and 100 Class
A and Class B common stock purchase warrants for each 100 shares which would be
issued on each closing date assuming full conversion of the convertible notes
issued on each such closing date. The Company received approximately $920,000,
net of debt issue cash cost of approximately $80,000 of the purchase price on
the initial closing date of March 18, 2005 and will receive an additional
$1,000,000 of the purchase price pursuant to the second closing. The convertible
notes bear simple interest at 6% per annum payable June 1, 2005 and
semi-annually thereafter and mature 3 years after the date of issuance. Each
investor shall have the right to convert the convertible notes after the date of
issuance at any time, until paid in full, at the election of the investor into
fully paid and non assessable shares of our common stock. The conversion price
per share shall be the lower of (i) $0.047 or (ii) 80% of the average of the
three lowest closing bid prices for our common stock for the 30 trading days
prior to, but not including, the conversion date. The Company issued an
aggregate of 29,069,768 Class A common stock purchase warrants and 29,069,768
Class B common stock purchase warrants to the investors, representing 100 Class
A and Class B warrants issued for each 100 shares which would be issued on each
closing date assuming full conversion of the convertible notes issued on each
such closing date. The Class A warrants are exercisable until four years from
the initial closing date at an exercise price of $0.045 per share. The Class B
warrants are exercisable until four years from the initial closing date at an
exercise price of $0.06 per share. The holder of the Class B warrants will be
entitled to purchase one share of common stock upon exercise of the Class B
warrants for each share of common stock previously purchased upon exercise of
the Class A warrants.


                                       21

<PAGE>

On July 13, 2005, the Company held its second closing pursuant to the
Subscription Agreement we entered into with several accredited investors dated
as of March 18, 2005. On the second closing date, the Company received
approximately $935,000, net of debt issue cash cost of approximately $65,000.
The convertible notes bear simple interest at 6% per annum payable upon each
conversion, June 1, 2005 and semi-annually thereafter and mature 3 years after
the date of issuance. Each investor shall have the right to convert the
convertible notes after the date of issuance and at any time, until paid in
full, at the election of the investor into fully paid and non assessable shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.043 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded.

The Company issued an aggregate of 38,461,537 Class A common stock purchase
warrants and 38,461,537 Class B common stock purchase warrants to their
investors. The Class A warrants are exercisable until four years from the
initial closing date at an exercise price of $0.045 per share. The Class B
warrants are exercisable until four years from the initial closing date at an
exercise price of $0.06 per share. The fair value of the warrants of
approximately $675,000 using Black Scholes option pricing model and the
beneficial conversion feature of approximately $325,000 will be amortized over
the life of the debt using the interest method.

On March 17, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which we entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $700,000 in 6% secured convertible promissory notes and one
Class A common stock purchase warrant for each one share which would be issued
on the closing date assuming full conversion of the secured convertible notes
issued on the closing date.

The secured convertible notes bear simple interest at 6% per annum payable June
1, 2006 and semi-annually thereafter, and mature 2 years after the date of
issuance. Each investor shall have the right to convert the secured convertible
notes after the date of issuance and at any time, until paid in full into shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.043 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded. The conversion price is adjustable in the
event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the conversion price of the secured convertible notes will be adjusted
in the event that we spin off or otherwise divest ourselves of a material part
of our business or operations or dispose all or a portion of our assets. Our
obligation to repay all principal and accrued and unpaid interest under the
convertible notes is secured by all of our assets pursuant to a certain Security
Agreement dated February 16, 2006, which also secures the remaining principal
amount of our convertible notes in the aggregate amount of $1,592,000 which we
issued on March 18, 2005, July 13, 2005, March 17, 2006, May 5, 2006, July 6,
2006 and August 29, 2006 to certain of the investors participating in this new
private placement.

The Company issued an aggregate of 50,972,111 Class A common stock purchase
warrants to the investors, representing one Class A warrant issued for each one
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.045 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets. The fair value of the
warrants of $457,000 using the Black Scholes option pricing model is recorded as
a derivative liability. The beneficial conversion feature of approximately
$243,000 will be amortized over the life of the debt using the interest method.

On May 5, 2006 the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $324,000 in 6% secured convertible promissory notes. The
secured convertible notes bear simple interest at 6% per annum payable June 1,
2006 and semi-annually thereafter, and mature 2 years after the date of
issuance. Each investor shall have the right to convert the secured convertible
notes after the date of issuance and at any time, until paid in full into shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.043 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded. The conversion price is adjustable in the
event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the conversion price of the secured convertible notes will be adjusted
in the event that we spin off or otherwise divest ourselves of a material part
of our business or operations or dispose all or a portion of our assets. The
beneficial conversion feature of approximately $110,000 will be amortized over
the life of the debt using the interest method.

On July 6, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $550,000 in 6% secured convertible promissory notes and one
Class A common stock purchase warrant which would be issued on the closing date
assuming full conversion of the secured convertible notes issued on the closing
date.


                                       22

<PAGE>

The secured convertible notes bear simple interest at 6% per annum payable
August 1, 2006 and semi-annually thereafter, and mature 2 years after the date
of issuance. Each investor shall have the right to convert the secured
convertible notes after the date of issuance and at any time, until paid in full
into shares of our common stock. The conversion price per share shall be the
lower of (i) $0.015 or (ii) 80% of the average of the three lowest closing bid
prices for our common stock for the 30 trading days prior to, but not including,
the conversion date as reported by Bloomberg, L.P. on any principal market or
exchange where our common stock is listed or traded. The conversion price is
adjustable in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the conversion price of the secured convertible
notes will be adjusted in the event that we spin off or otherwise divest
ourselves of a material part of our business or operations or dispose all or a
portion of our assets. Our obligation to repay all principal and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated February 16, 2006, which also
secures the remaining principal amount of our convertible notes in the aggregate
amount of $1,592,000 which we issued on March 18, 2005, July 13, 2005, March 17,
2006, May 5, 2006, July 6, 2006 and August 29, 2006 to certain of the investors
participating in this new private placement.

The Company issued an aggregate of 48,530,839 Class A common stock purchase
warrants to the investors, representing one Class A warrant issued for each one
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.015 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets. The fair value of the
warrants of $298,000 using the Black Scholes option pricing model is recorded as
a derivative liability. The beneficial conversion feature of approximately
$226,000 will be amortized over the life of the debt using the interest method.

On August 29, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $420,000 in 6% secured convertible promissory notes and one
Class A common stock purchase warrant which would be issued on the closing date
assuming full conversion of the secured convertible notes issued on the closing
date.

The secured convertible notes bear simple interest at 6% per annum payable
September 1, 2006 and semi-annually thereafter, and mature 2 years after the
date of issuance. Each investor shall have the right to convert the secured
convertible notes after the date of issuance and at any time, until paid in full
into shares of our common stock. The conversion price per share shall be the
lower of (i) $0.015 or (ii) 80% of the average of the three lowest closing bid
prices for our common stock for the 30 trading days prior to, but not including,
the conversion date as reported by Bloomberg, L.P. on any principal market or
exchange where our common stock is listed or traded. The conversion price is
adjustable in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the conversion price of the secured convertible
notes will be adjusted in the event that we spin off or otherwise divest
ourselves of a material part of our business or operations or dispose all or a
portion of our assets. Our obligation to repay all principal and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated February 16, 2006, which also
secures the remaining principal amount of our convertible notes in the aggregate
amount of $1,592,000 which we issued on March 18, 2005, July 13, 2005, March 17,
2006, May 5, 2006, July 6, 2006 and August 29, 2006 to certain of the investors
participating in this new private placement.

The Company issued an aggregate of 41,414,141 Class A common stock purchase
warrants to the investors, representing one Class A warrant issued for each one
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.015 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets. The fair value of the
warrants of $186,000 using the Black Scholes option pricing model is recorded as
a derivative liability. The beneficial conversion feature of approximately
$18,000 will be amortized over the life of the debt using the interest method.

During the twelve months ended December 31, 2006, $1,745,000 of notes payable
and accrued interest were converted into approximately 160,374,000 shares of the
Company's common stock at an average conversion price of $0.01 per share.


                                       23

<PAGE>

SUBSEQUENT EVENTS
-----------------

      o   FINANCING
          ---------

          During January 1, 2007 thru March 30, 2007, the Company received
          advances that were applied towards the Revolving Credit Note agreement
          dated December 21, 2006 totaling $382,000. The advances were used for
          expenses relating to normal monthly operating expenses incurred by the
          Company.

          During the year 2007 the Company paid down the balance owed on the
          Revolving Credit Note by $55,000, leaving the total Revolving Credit
          Note balance of $567,000. Currently the Company has availability of
          $73,000 to borrow against for future cash requirements.

     o    CONVERSIONS
          -----------

          On January 17, 2007, Alpha Capital Anstalt converted approximately
          $135,000 of notes payable into approximately 21,429,000 shares of the
          Company's common stock at an average conversion price of $0.006.

     o    RESTRICTED COMMON STOCK GRANTED IN EXCHANGE FOR SERVICES RENDERED
          -----------------------------------------------------------------

          On January 5, 2007 the Company granted 400,000 shares of restricted
          common stock to The Group. The exchange is for forgiveness of $4,000
          debt owed by the Company.

          On January 24, 2007 the Company granted a total of 5,000,000 shares of
          restricted common stock as compensation to two accredited investors.
          The exchange is for future financial consulting services. The services
          are to be provided to the Board of Directors, officers or agents and
          employees of the Company regarding corporate finance. The term of the
          agreement is thirty-six (36) months commencing on January 9, 2007, and
          is renewable for successive twelve (12) month terms by mutual
          agreement of the parties.

FUTURE CAPITAL OUTLOOK
----------------------

The Company will continue to rely heavily on our current method of convertible
debt and equity funding, which have financed us since 2001. The losses through
the year ended December 31, 2006 were due to minimal revenue and our operating
expenses, with the majority of expenses in the areas of: salaries, legal fees,
consulting fees, debt issue costs and licensing costs. The Company faces
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, collection of monthly accounts receivable 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.

OFF BALANCE SHEET ARRANGEMENTS
------------------------------

We do not have any off balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.

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/A before purchasing shares of our stock.



                                       24

<PAGE>

WE HAVE A HISTORY OF LOSSES. WE MAY 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. For the years ended December 31, 2006 and 2005, we
incurred a net loss of $4,419,000 and $1,060,000, respectively. A large part of
this discrepancy between 2005 and 2006 is due to a non-cash gain of $5,489,000
in 2005 due to the warrant and debt derivative liability re-valuation.

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

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

In order to reduce expenditures, the Company has aggressively reduced its
operating expenses to a target of $160,000 per month beginning in November 2006.
This reduction has come from a series of measures including reduction in
head-count by eliminating all part-time workers, placing some full-time
employees on part-time status and reducing additional operating overhead. Given
these cost cutting measures, the Company feels it can better reach operationally
break-even by decreasing operating expenses while increasing our revenue stream.

BUSINESS ACTIVITY
-----------------

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


                                       24


<PAGE>

               ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

                           ONE VOICE TECHNOLOGIES INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                               FOR THE YEARS ENDED

                           DECEMBER 31, 2006 AND 2005

                                    CONTENTS



REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRMS             F-1
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRMS             F-2
Consolidated Balance Sheets                                              F-3
Consolidated Statements of Operations                                    F-4
Consolidated Statements of Stockholders' (Deficit)                    F-5 - F-6
Consolidated Statements of Cash Flows                                 F-7 - F-8
Notes to Financial Statements                                         F-9 - F-43


                                       25

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
One Voice Technologies, Inc.
La Jolla, California

We have audited the accompanying consolidated balance sheet of One Voice
Technologies, Inc. ("One Voice") as of December 31, 2006, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity and cash flows for the year ended December 31, 2006. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit includes consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of One
Voice Technologies, Inc. as of December 31, 2006 and the consolidated results of
their operations and their consolidated cash flows for the years ended December
31,2006, in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 1 to the consolidated financials statements, the Company
changed its method of accounting for stock-based compensation upon adoption of
Financial Accounting Standards No. 123(R), "Share-Based Payment."

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has reported recurring losses from operations
aggregating $4,419,000 and had a working capital deficit of $5,101,000. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans as to these matters are described in Note 1.
The accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


PMB HELIN DONOVAN, LLP
San Francisco, California
April 16, 2007




                                      F-1

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
One Voice Technologies, Inc.


We have audited the accompanying balance sheet of One Voice Technologies, Inc.
as of December 31, 2005, and the related statements of operations, stockholders'
deficit, and cash flows for the year then ended. 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 audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of One Voice Technologies, Inc. as
of December 31, 2005, and the results of its operations and its cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.

As discussed in Note 1 to the financial statements, One Voice Technologies, Inc.
has reported accumulated losses during the development stage and had a working
capital deficiency as of December 31, 2005. These factors raise substantial
doubt the about the Company's ability to continue as a going concern.
Management's plans as to these matters are described in Note 1. The 2005
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.

As discussed in Notes 1 and 19, the accompanying financial statements as of
December 31, 2005 and for the year then ended have been restated.


/S/ Squar, Milner, Peterson, Miranda & Williamson, LLP
SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP

San Diego, California
March 31, 2006, except for the effects of the restatement discussed
in Notes 1 and 19, as to which the date is April 16, 2007


                                      F-2



<PAGE>

                           ONE VOICE TECHNOLOGIES INC.
                                 BALANCE SHEETS
                                 --------------


                                                  DECEMBER 31,     DECEMBER 31,
                                                      2006             2005
                                                  ------------     ------------
                          Assets                                    (restated)

                      Current Assets:

Cash and cash equivalents                         $     34,585     $    338,811
Accounts Receivable                                     99,111           42,696
Inventories                                              4,841            5,254
Prepaid expenses                                        28,785           40,574
                                                  ------------     ------------
     TOTAL CURRENT ASSETS                              167,322          427,335

PROPERTY AND EQUIPMENT, NET                            164,389           84,703

Software development & licensing, net                   12,618           40,552
Trademarks, net                                          2,452            5,517
Patents, net                                            77,580           94,200
Deposits                                                18,665           18,665
Deferred debt issue costs                              344,835           69,970
                                                  ------------     ------------
     TOTAL ASSETS                                 $    787,861     $    740,942
                                                  ============     ============

           LIABILITIES AND STOCKHOLDERS' DEFICIT

                   CURRENT LIABILITIES:

Accounts payable                                  $    444,088     $    128,630
Accrued expenses                                       239,593          147,305
Settlement agreement liability                         350,000          920,000
License agreement liability                            930,000          930,000
Debt derivative liability                              256,495          108,917
Warrant derivative liability                         2,808,308        2,032,299
Revolving line of credit                               240,000               --
                                                  ------------     ------------
     TOTAL CURRENT LIABILITIES                       5,268,484        4,267,151
                                                  ------------     ------------


                  LONG TERM LIABILITIES:

Note payable                                           100,000          100,000
Convertible notes payable, net                         982,972          422,480
Deferred rent                                           12,017               --
                                                  ------------     ------------
     TOTAL LIABILITIES                               6,363,473        4,789,631
                                                  ------------     ------------

                  STOCKHOLDERS' DEFICIT:

 Preferred stock; $.001 par value, 10,000,000
  shares authorized, no shares issued and
  outstanding
 Common stock; $.001 par value, 1,290,000,000
  shares authorized, 584,513,673 and
  363,590,152 shares issued and outstanding at
  December 31, 2006 and December 31, 2005,
  respectively                                         585,327          363,590
Additional paid-in capital                          40,696,540       38,026,356
Accumulated deficit                                (46,857,479)     (42,438,635)

                                                  ------------     ------------
     TOTAL STOCKHOLDERS' DEFICIT                    (5,575,612)      (4,048,689)

                                                  ------------     ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $    787,861     $    740,942
                                                  ============     ============


  THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-3



<PAGE>

                           ONE VOICE TECHNOLOGIES INC.
                            STATEMENTS OF OPERATIONS
                            ------------------------


                                                  YEAR ENDED       YEAR ENDED
                                                 DECEMBER 31,     DECEMBER 31,
                                                     2006             2005
                                                 -------------   -------------
                                                                   (RESTATED)

Net Revenue                                      $     690,540   $     142,285
Cost of goods sold                                     162,682          31,467
                                                 -------------   -------------
     Gross profit                                      527,855         110,818

                                                 -------------   -------------
General and administrative expenses                  3,515,336       3,433,281
                                                 -------------   -------------
     Net loss from operations                       (2,987,478)     (3,322,463)

Other income / (expense)

Interest expense                                    (1,579,327)     (2,419,514)
Settlement expense, net                               (100,500)       (760,387)
Gain on warrant and debt derivatives                   242,970       5,488,823
Other income (expense)                                   5,491         (46,408)
                                                 -------------   -------------
     Total other income / (expense)                 (1,431,366)      2,262,514
                                                 -------------   -------------
        Net loss                                 $  (4,418,844)  $  (1,059,949)
                                                 =============   =============

Basic loss per share                             $       (0.01)  $       (0.01)
                                                 =============   =============

Basic weighted average shares outstanding          485,469,000     299,279,000
                                                 =============   =============


  THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-4



<PAGE>
<TABLE>
<S>     <C>
                                                   ONE VOICE TECHNOLOGIES INC.
                                             STATEMENTS OF STOCKHOLDERS' (DEFICIT)


                                                      COMMON STOCK          ADDITIONAL        ACCUMULATED     TOTAL STOCKHOLDERS'
                                                 SHARES          AMOUNT   PAID IN CAPITAL       DEFICIT            (DEFICIT)
                                                 ------          ------   ---------------       -------        ----------------
                                               (RESTATED)                    (RESTATED)        (RESTATED)         (RESTATED)

BALANCE AT DECEMBER 31, 2004 (RESTATED)       246,467,927      $ 246,468    $ 35,263,881     $ (41,378,686)     $ (5,868,337)

ISSUANCE OF COMMON STOCK IN CONNECTION
  with private placement                       17,000,000         17,000               -                 -            17,000

Issuance of warrants in connection
  with private placement                                                         489,400                             489,400

Issuance of warrants in connection
  with debt financing                                                          1,399,637                           1,399,637


Beneficial conversion feature                                                    275,695                             275,695


Exercise of warrants for cash                  31,552,521         31,553         617,658                             649,211

Expenses incurred in connection
  with warrant re-pricing                                                        271,898                             271,898

Conversion of debt to
  equity - Alpha Capital                       25,945,668         25,945         714,676                             740,621

Conversion of debt to
  equity - Momona Capital                       1,938,262          1,938          74,215                              76,153

Conversion of debt to
  equity - Ellis Enterprise                    11,522,589         11,523         257,446                             268,969

Conversion of debt to
  equity - Omega Capital                        3,488,833          3,489          61,511                              65,000

Conversion of debt to
  equity - Whalehaven Capital                   9,110,077          9,110         235,769                             244,879

Conversion of debt to
  equity - Whalehaven Fund                      1,026,466          1,026          40,032                              41,058

Conversion of debt to
  equity - Osher Capital                        1,714,932          1,715          43,631                              45,346

Conversion of debt to
  equity - Stonestreet Limited                 13,822,877         13,823         441,842                             455,665

Reclassification of warrants to
  current liabilities                                                         (2,160,935)                         (2,160,935)

Net loss for the year ended
  December 31, 2005                                                                             (1,059,949)       (1,059,949)
                                            ---------------------------------------------------------------------------------
Balance at December 31, 2005 (restated)       363,590,152      $ 363,590    $ 38,026,356     $ (42,438,635)     $ (4,048,689)
                                            =================================================================================


                         THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                             F-5


<PAGE>

                                                   ONE VOICE TECHNOLOGIES INC.
                                        STATEMENTS OF STOCKHOLDERS' (DEFICIT) (CONTINUED)


                                                      COMMON STOCK          ADDITIONAL        ACCUMULATED     TOTAL STOCKHOLDERS'
                                                 SHARES          AMOUNT   PAID IN CAPITAL       DEFICIT            (DEFICIT)
                                                 ------          ------   ---------------       -------        ----------------
                                               (RESTATED)                    (RESTATED)        (RESTATED)         (RESTATED)

Balance at December 31, 2005 (restated)       363,590,152      $ 363,590    $ 38,026,356     $ (42,438,635)     $ (4,048,689)

Issuance of common stock in connection
  with private placement                       20,000,000         20,000         355,500                             375,500

Exercise of warrants for cash                  20,550,000         20,550         279,650                             300,200

Expenses incurred in connection
  with stock option compensation                                                 239,059                             239,059

Expenses incurred in connection
  with securing financing agreements           20,000,000         20,000         212,000                             232,000

Conversion of debt to
  equity - Alpha Capital                       46,750,254         46,750         425,452                             472,202

Conversion of debt to
  equity - Momona Capital                      11,652,219         11,652          90,807                             102,459

Conversion of debt to
  equity - Ellis International Limited         17,381,205         17,381         160,062                             177,443

Conversion of debt to
  equity - Omega Capital                       14,425,710         14,426         122,822                             137,248

Conversion of debt to
  equity - Whalehaven Capital                  69,030,045         69,844         770,391                             840,235

Conversion of debt to
  equity - Osher Capital                        1,134,088          1,134          14,441                              15,575

Net loss for the year ended
  December 31, 2006                                                                             (4,418,844)       (4,418,844)
                                            ---------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2006                  584,513,673      $ 585,327    $ 40,696,540     $ (46,857,479)     $ (5,575,612)
                                            =================================================================================


                         THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                             F-6

<PAGE>

                           ONE VOICE TECHNOLOGIES INC.
                            Statements of Cash Flows


                                                      YEAR ENDED      YEAR ENDED
                                                      DECEMBER 31,    DECEMBER 31,
                                                          2006            2005
                                                      -----------     -----------
                                                                     (RESTATED)

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                           $(4,418,844)    $(1,059,949)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED IN OPERATING ACTIVITIES
    Depreciation and amortization                          123,236         172,426
    Loss on disposal of assets                                  --          49,332
    Amortization of debt discount and debt issue costs   1,783,252       2,284,275
    Warrant re-pricing                                          --         271,898
    (Gain) loss on debt derivative liability               (12,342)       (418,742)
    (Gain) loss on warrant derivative liability           (230,628)     (5,070,081)
    Share based compensation expense                       272,168              --

CHANGES IN CERTAIN ASSETS AND LIABILITIES

    Accounts receivable                                   (56,415)        (36,422)
    Inventories                                               413           4,470
    Prepaid expenses                                       11,789        (157,844)
    Deposits                                                   --         (16,508)
    Deferred rent                                          12,017              --
    Accounts payable                                      315,458         (33,965)
    Accrued expenses                                       92,287          74,418
    Settlement agreement liability                       (570,000)        920,000
    License agreement liability                                --        (120,000)
    Deposit                                                    --         (12,522)
                                                      -----------     -----------
       NET CASH USED IN OPERATING ACTIVITIES           (2,677,609)     (3,149,214)


                                          F-7



<PAGE>

                                     ONE VOICE TECHNOLOGIES INC.
                                      Statements of Cash Flows
                                             (Continued)


CASH FLOW FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                    (130,641)         (45,768)
    Additions to trademark and patent costs                                (24,662)         (12,434)
                                                                       -----------      -----------
       NET CASH USED IN INVESTING ACTIVITIES                              (155,303)         (58,202)

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of convertible notes                                        1,984,000        2,000,000
    Issuance of common stock - private funding                             432,500          506,400
    Proceeds from warrant exercise                                         300,200          649,210
    Payment for debt issue cost                                           (428,014)        (145,025)
    Issuance of notes payable, long-term debt and capital leases           240,000               --
                                                                       -----------      -----------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                         2,528,686        3,010,585
                                                                       -----------      -----------

Net (decrease) in cash                                                    (304,226)        (196,831)
Cash and cash equivalents, beginning of period                             338,811          535,642
                                                                       -----------      -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                               $    34,585      $   338,811
                                                                       ===========      ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Interest paid                                                      $        --     $     74,727
                                                                       ===========      ===========

    Income taxes paid                                                  $       800      $      800
                                                                       ===========      ===========


    Issuance of warrant derivative in connection
      with private placement and debt financing, initial valuation     $   941,331      $ 2,160,935
                                                                       ===========      ===========

    Beneficial conversion feature of debt                              $        --      $   275,695
                                                                       ===========      ===========

    Common Stock issued upon conversion of debt                        $ 1.745,162      $ 1,937,691
                                                                       ===========      ===========

            THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                                F-8
</TABLE>


<PAGE>

                          ONE VOICE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

ORGANIZATION AND BASIS OF PRESENTATION
--------------------------------------

One Voice Technologies, Inc., ("The Company"), is incorporated under the laws of
the State of Nevada. The Company develops voice recognition software and it
commenced operations in 1999. The Company's telecom solutions allow business and
consumer phone users to Voice Dial, Group Conference Call, Read and Send E-Mail
and Instant Message, all by voice. We offer PC Original Equipment Manufacturers
(OEM's) the ability to bundle a complete voice interactive computer assistant
which allows PC users to talk to their computers to quickly play digital media
(music, videos, DVD) along with reading and sending e-mail messages, SMS text
messaging to mobile phones, PC-to-Phone calling (VoIP) and PC-to-PC audio/video.

BASIS OF PRESENTATION
---------------------

The accompanying audited financial statements represent the financial activity
of One Voice Technologies, Inc. The financial statements have been prepared in
accordance with generally accepted accounting principles in the US. The
Company's fiscal year ends on December 31 each year. The financial statements
and notes are representations of the management and the Board of Directors, who
are responsible for their integrity and objectivity.

RESTATEMENT OF 2005 FINANCIAL STATEMENTS
----------------------------------------

The Company has restated its previously issued 2005 financial statements for
matters related to the following previously reported items to properly reflect
the accounting for embedded derivatives pursuant to SFAS No. 133. The
accompanying financial statements for 2005 have been restated to reflect the
corrections. Also, certain balances at January 1, 2005 were adjusted as a result
of corrections of errors in 2004 of a similar nature (see note 19).

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 $46,857,000 and used
cash from operations of $ 2,357,000 during the year ended December 31, 2006. The
Company also has a working capital deficit of $5,101,000 of which $3,065,000
represents a non-cash warrant and debt derivative liabilities. The Company also
has a stockholder's deficit of $5,576,000 as of December 31, 2006. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management has instituted a cost reduction program that included a
reduction in labor and fringe costs. Historically, management has been able to
obtain capital through either the issuance of equity or debt, and is currently
seeking such financing. There can be no assurance as to the availability or
terms upon which such financing and capital might be available. 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.

RECLASSIFICATIONS
-----------------

Certain reclassifications have been made to prior year's amounts to conform to
current year classifications. These reclassifications did not have an effect on
the previously reported results of operations or retained earnings.


                                       F-9



<PAGE>

                          ONE VOICE TECHNOLOGIES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

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 the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the amount of revenue and expense reported during
the period. Significant estimates include valuation of derivative and warrant
liabilities. Actual results could differ from those estimates.

FAIR VALUE
----------

The Company's financial instruments consist principally of cash and cash
equivalents, accounts receivable, accounts payable, notes payable and
convertible debt. The carrying value of cash and cash equivalents, accounts
receivable and accounts payable, approximates their fair value due to their
short term nature. The carrying value of notes payable and convertible debt
approximate their fair value, as interest approximates market rates.

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.

ACCOUNTS RECEIVABLE
-------------------

Accounts receivable are stated at net realizable value. Uncollectible
receivables are recorded as bad debt expense when all efforts to collect have
been exhausted and recoveries are posted as they are received.

REVENUE RECOGNITION
-------------------

The Company recognizes revenue when persuasive evidence of a sale arrangement
exists, delivery has occurred or services have been rendered, the sales price is
fixed or determinable, and collectibility is reasonably assured in accordance
with SEC Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial
Statements" ("SAB 104").

When a customer order contains multiple items such as hardware, software, and
services which are delivered at varying times, the Company determines whether
the delivered items can be considered separate units of accounting as prescribed
under Emerging Issues Task Force ("EITF") Issue No. 00-21, "Revenue Arrangements
with Multiple Deliverables" ("EITF 00-21"). EITF 00-21 states that delivered
items should be considered separate units of accounting if delivered items have
value to the customer on a standalone basis, there is objective and reliable
evidence of the fair value of undelivered items, and if delivery of undelivered
items is probable and substantially in the Company's control.

In these circumstances, the Company allocates revenue to each element based on
its relative vendor specific objective evidence of fair value ("VSOE"). VSOE for
products and software is established based on the Company's approved pricing
schedules. To establish VSOE for services, the Company uses standard billing
rates based on said services. Generally, the Company is able to establish VSOE
for all elements of the sales order and bifurcate the customer order or contract
accordingly. In these instances, sales are recognized on each element
separately. However, if VSOE cannot be established or if the delivered items do
not have stand alone value to the customer without additional services provided,
the Company recognizes revenue on the contract as a whole based on either the
completed-performance or proportional-performance methods as described below.


                                       F-10


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                          ONE VOICE TECHNOLOGIES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

In most cases, revenue from hardware and software product sales is recognized
when title passes to the customer. Based upon the Company's standard shipping
terms, FOB The Company, title passes upon shipment to the customer.

Revenue is recognized on service contracts using either the
completed-performance or proportional-performance method depending on the terms
of the service agreement. When the amount of services to be performed in the
last series of acts is so significant in relation to the entire service contract
that performance is deemed not to have occurred until the final act is completed
or when there are acceptance provisions based on customer-specified subjective
criteria, the completed-performance method is used. Once the last significant
act has been performed, revenue is recognized. The Company uses the
proportional-performance method when a service contract specifies a number of
acts to be performed and the Company has the ability to produce reasonable
estimates. The estimates used on these contracts are periodically updated during
the term of the contract and may result in the Company's revision of recognized
sales in the period in which they are identified.

In some contracts, billing terms are agreed upon based on performance milestones
such as the execution of a contract, the customer's acceptance of a list
detailing the equipment and/or vendor for products, the partial or complete
delivery of products and/or the completion of specified services. Payments
received before delivery has occurred or services have been rendered are
recorded as deferred revenue until the revenue recognition criteria are met.
Deferred revenue from maintenance or warranty contracts is recognized over the
terms of the underlying contract.

DEFERRED REVENUE
----------------

Revenue under maintenance agreements is deferred and recognized over the term of
the agreements (typically one year) on a straight-line basis. At December 31,
2006, the Company had no deferred revenue recorded.

ADVERTISING AND PROMOTION COSTS
-------------------------------

Advertising and promotion costs are expensed as incurred. For the years ended
December 31, 2006 and 2005, advertising and promotion costs were $21,000 and
$77,000 respectively.

INVENTORY
---------

Inventory is stated at the lower of cost or market. Cost is determined on a
standard cost basis which approximates actual cost on the first-in, first-out
("FIFO") method. Lower of cost or market is evaluated by considering
obsolescence, excessive levels of inventory, deterioration and other factors.

PROPERTY AND EQUIPMENT
----------------------

Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets, which is
from three years to seven years depending upon the type of asset. Leasehold
improvements are amortized using the straight-line method over the estimated
useful lives of the assets or the term of the lease, whichever is shorter.
Whenever assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is recognized in income for the period. The cost of maintenance and
repairs is expensed as incurred; significant improvements are capitalized.

IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------

The Company evaluates its long-lived assets for indicators of possible
impairment by comparison of the carrying amounts to future net undiscounted cash
flows expected to be generated by such assets when events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
Should an impairment exist, the impairment loss would be measured based on the
excess carrying value of the asset over the asset's fair value or discounted
estimates of future cash flows. The Company has not identified any such
impairment losses to date.

SOFTWARE DEVELOPMENT COSTS
--------------------------

The Company accounts for their software development costs in accordance with
Statement of Financial Accounting Standards ("SFAS") 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 in the amount by which the unamortized
capitalized cost of a computer software product exceeds the net realizable value
of that asset. No impairment losses were recognized during the years ended
December 31, 2006 and 2005.

Amortization expense totaled $28,000 and $37,000 for the years ended December
31, 2006 and 2005, respectively. Accumulated amortization as of December 31,
2006 amounted to $1,663,000.


                                      F-11



                          ONE VOICE TECHNOLOGIES INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

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, 2006 and 2005 totaled $3,000 and
$8,000, respectively. Accumulated amortization as of December 31, 2006 amounted
to $241,000.

The Company's patent costs consist of legal fees paid in connection with patents
pending. The Company amortizes patents using the straight-line method over the
period of estimated benefit, generally five years. Yearly patent renewal fees
are expensed in the year incurred. Amortization expense charged for the years
ended December 31, 2006 and 2005 totaled $41,000 and $36,000, respectively.
Accumulated amortization as of December 31, 2006 amounted to $134,000.

In accordance with SFAS No. 142, the Company evaluates its operations to
ascertain if a triggering event has occurred which would impact the value of
finite-lived intangible assets (e.g., patents). Examples of such triggering
events include a significant disposal of a portion of such assets, an adverse
change in the market involving the business employing the related asset, a
significant decrease in the benefits realized from an asset

As of December 31, 2006, no such triggering event has occurred. An impairment
test involves a comparison of undiscounted cash flows against the carrying value
of the asset as an initial test. If the carrying value of such asset exceeds the
undiscounted cash flow, the asset would be deemed to be impaired. Impairment
would then be measured as the difference between the fair value of the fixed or
amortizing intangible asset and the carrying value to determine the amount of
the impairment. The Company determines fair value generally by using the
discounted cash flow method. To the extent that the carrying value is greater
than the asset's fair value, an impairment loss is recognized for the
difference.


                                      F-12


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                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

CONVERTIBLE DEBT FINANCING AND DERIVATIVE LIABILITIES
-----------------------------------------------------

The Company has issued convertible debt securities with non-detachable
conversion features and detachable warrants. The Company accounts for such
securities in accordance with Emerging Issues Task Force Issue Nos. 98-5, 00-19,
00-27, 05-02, 05-04 and 05-08, 06-06 and Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" as amended ("SFAS 133").

In accordance with SFAS 133, the holder's conversion right provision, interest
rate adjustment provision, liquidated damages clause, cash premium option, and
the redemption option (collectively, the debt features) contained in the terms
governing the Notes are not clearly and closely related to the characteristics
of the Notes. Accordingly, the features qualified as embedded derivative
instruments at issuance and, because they do not qualify for any scope exception
within SFAS 133, they were required by SFAS 133 to be accounted for separately
from the debt instrument and recorded as derivative financial instruments.

At each balance sheet date, the Company adjusts the derivative financial
instruments to their estimated fair value and analyzes the instruments to
determine their classification as a liability or equity. For the years ending
December 31, 2006 and 2005, the estimated fair value of the Company's embedded
features derivative liability were $256,495 and $108,917 respectively.

WARRANT DERIVATIVE LIABILITY
----------------------------

The Company accounts for warrants issued in connection with financing
arrangements in accordance with ("EITF") Issue No. 00-19, "Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock ("EITF 00-19"). Pursuant to EITF 00-19, an evaluation of
specifically identified conditions is made to determine whether the fair value
of warrants issued is required be classified as a derivative liability. The fair
value of warrants classified as derivative liabilities is adjusted for changes
in fair value at each reporting period, and the corresponding non-cash gain or
loss is recorded in current period earnings. For the years ending December 31,
2006 and 2005, the estimated fair value of the Company's warrant derivative
liability was $2,808,308 and $2,032,299 respectively.

DEBT DERIVATIVE LIABILITY
-------------------------

Proceeds received from debt issued with stock purchase warrants are allocated
between the debt and the warrants, based upon the fair values of the two
securities. The amount attributable to warrants is accounted for either as
additional paid-in capital or as a warrant derivative liability depending upon
guidance in EITF Issue No. 00-19. 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 for the remaining unamortized discount.

For the periods ending December 31, 2006 and 2005, the estimated the estimated
fair value of the Company's debt derivative liability were $256,495 and $108,917
respectively.

DEFERRED DEBT ISSUE COST
------------------------

The costs relating to obtaining and securing debt financing are capitalized and
is expensed over the term of the debt instrument. In the event of settlement of
such debt in advance of the maturity date, an expense is recognized for the
remaining unamortized discount.


                                      F-13


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

NET LOSS PER COMMON SHARE
-------------------------

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

The net loss per common share for the years ended December 31, 2006 and 2005 is
based on the weighted average number of shares of common stock outstanding
during the periods. Potentially dilutive securities include options, warrants
and convertible debt; however, such securities have not been included in the
calculation of the net loss per common share as their effect is anti dilutive.

The following table is a reconciliation of the numerator (net loss) and the
denominator (number of shares) used in the basic and diluted EPS calculations
and sets forth potential shares of common stock that are not included in the
diluted net loss per share calculation as the effect is antidilutive:

                                               YEAR ENDED       YEAR ENDED
                                              DECEMBER 31,     DECEMBER 31,
                                                  2006             2005
                                             -------------    -------------

Numerator - basic and diluted                $  (4,418,844)   $  (1,059,949)
                                             =============    =============

Denominator - basic or diluted
Weighted average common shares
 outstanding                                   485,469,000      299,279,000
Weighted average unvested common shares
 shares subject to repurchase                            -                -
                                             -------------    -------------
Total                                          485,469,000      299,279,000
                                             =============    =============

                                             -------------    -------------
Net loss per share - basic and diluted      $        (0.01)  $        (0.01)
                                             =============    =============

Antidilutive securities:

Convertible debentures                         223,595,506      140,830,180
Options                                         58,059,000        1,921,500
Warrants                                       339,979,838      215,373,361
                                             -------------    -------------
TOTAL                                          621,634,344      358,125,041
                                             =============    =============


INCOME TAXES
------------

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


                                      F-14


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

STOCK AND WARRANTS ISSUED TO THIRD PARTIES
------------------------------------------

The Company accounts for stock and stock warrants issued to third parties,
including customers, in accordance with the provisions of the EITF Issue No.
96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring, or in Conjunction with Selling Goods or Services, and EITF 01-9,
Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products) EITF 96-18". Under the provisions of EITF
96-18, if none of the Company's agreements have a disincentive for
nonperformance, the Company records a charge for the fair value of the stock and
the portion of the warrants earned from the point in time when vesting of the
stock or warrants becomes probable. EITF 01-9 requires that the fair value of
certain types of warrants issued to customers be recorded as a reduction of
revenue to the extent of cumulative revenue recorded from that customer. The
Company has not given any stock based consideration to a customer.

ACCOUNTING FOR STOCK-BASED COMPENSATION
---------------------------------------

On January 1, 2006 the Company adopted "SFAS" No.123 (Revised 2004), "Share
Based Payment," ("SFAS 123R"), using the modified prospective method. In
accordance with SFAS No. 123R, the Company measures the cost of employee
services received in exchange for an award of equity instruments based on the
grant-date fair value of the award. That cost is recognized over the period
during which an employee is required to provide service in exchange for the
award - the requisite service period. The Company determines the grant-date fair
value of employee share options using the Black-Scholes option-pricing model.

Under the modified prospective approach, SFAS 123R applies to new awards and to
awards that were outstanding on January 1, 2006 that are subsequently modified,
repurchased or cancelled. Under the modified prospective approach, compensation
cost recognized during the year ending December 31, 2006 includes compensation
cost for all share-based payments granted prior to, but not yet vested on,
January 1, 2006, based on the grant-date fair value estimated using the
Black-Scholes option pricing model, and compensation cost for all share-based
payments granted subsequent to January 1, 2006, based on the grant-date fair
value. Prior periods were not restated to reflect the impact of adopting the new
standard. During the year ended December 31, 2006, the Company recorded $272,000
in non-cash charges for the implementation of SFAS 123R.

The fair value of stock options at date of grant was estimated using the
Black-Scholes model with the following assumptions: expected volatility of
90.9%, expected term of 2.0 years, risk-free interest rate of 4.74%, and
expected dividend yield of 0%. Expected volatility is based on the historical
volatilities of the Company's common stock. The expected life of employee stock
options is determined using historical data of employee exercises and represents
the period of time that stock options are expected to be outstanding. The risk
free interest rate is based on the U.S. Treasury Moody AAA for the expected life
of the stock option.

During the year ended December 31, 2006 the Company granted 57,200,000 stock
options at an average exercise price of $0.016 to employees and consultants of
the Company, of which 7,000,000 are classified in the warrant table. A total of
1,062,500 options were terminated throughout the year of 2006. Under the plan
rules, upon termination of employment, a period of 90 days is granted to
exercise any vested options. If the options are not exercised within the 90 day
period, they automatically terminate.

Prior to January 1, 2006, the Company accounted for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. Had compensation cost for the plan been determined based on the
fair value of the options at the grant dates consistent with the method of SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an Amendment of SFAS No. 123," (see note 17).


                                      F-15


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

STOCK WARRANT ACTIVITY
----------------------

During 2006 and 2005, the Company issued 146,917,090 and 169,062,610 warrants to
Stockholders, respectively.

The fair value of each option and warrant award is estimated on the date of
grant using the Black-Scholes option-pricing model that uses the assumptions
noted in the following table. The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options. In addition,
option valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Because the Company's stock
options and warrants have characteristics significantly different from those of
traded options, and because changes in the subjective assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its stock
options and warrants. The expected dividend yield assumption is based on the
Company's expectation of dividend payouts. Expected volatilities are based on
historical volatility of the Company's stock. The average risk-free interest
rate is based on the U.S. treasury yield curve in effect as of the grant date.
The expected life is primarily determined using guidance from SAB 107. As such,
the expected life of the options and warrants is the average of the vesting term
and the full contractual term of the options and warrants. In addition to the
assumptions in the table, the Company applies a forfeiture-rate assumption in
its estimate of fair value that is primarily based on historical annual
forfeiture rates of the Company.

                                                                2006
                                                         -----------------
         Expected dividend yield                                    0.00%
         Expected volatility                                   72% to 81%
         Average risk-free interest rate                   4.82% to 5.21%
         Expected life (in years)                              0.9 to 6.5


The Company accounts for stock options and warrants issued to third parties for
services in accordance with the provisions of the Emerging Issues Task Force
("EITF") Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling Goods or
Services". Under the provisions of EITF 96-18, because none of the Company's
agreements have a disincentive for nonperformance, the Company records a charge
for the fair value of the portion of the stock options and warrants earned from
the point in time when vesting of the stock options and warrants becomes
probable. Final determination of fair value of the stock options and warrants
occurs upon actual vesting.


                                      F-16


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

RESEARCH AND DEVELOPMENT
------------------------

Research and development expenses include internal and external costs. Internal
costs include salaries and employment related expenses and allocated facility
costs. External expenses consist of costs associated with outsourced software
development activities. In accordance with SFAS No. 2, "Accounting for Research
Development Costs", all such costs are charged to expense as incurred. During
2006 and 2005 all research and development costs were internal. Research and
development expense were $704,000 and $701,000 for the years ended December 31,
2006 and 2005 respectively.

COMPREHENSIVE INCOME
--------------------

The Company has adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," which establishes standards for reporting
comprehensive income and its components in the financial statements.
Comprehensive income consists of net income and other gains and losses affecting
shareholders' equity that, under generally accepted accounting principles, are
excluded from net income. For the fiscal years ended December 31, 2006 and 2005,
the Company's comprehensive income (loss) had equaled its net loss. Accordingly,
a statement of comprehensive loss is not presented.

COMMITMENTS AND CONTINGENCIES
-----------------------------

Certain conditions may exist as of the date the financial statements are issued,
which may result in a loss to the Company but which will only be resolved when
one or more future events occur or fail to occur. The Company's management and
its legal counsel assess such contingent liabilities, and such assessment
inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted
claims that may result in such proceedings, the Company's legal counsel
evaluates the perceived merits of any legal proceedings or unasserted claims as
well as the perceived merits of the amount of relief sought or expected to be
sought therein.

If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's financial statements.
If the assessment indicates that a potentially material loss contingency is not
probable, but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, together with an estimate of the
range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the nature of the guarantee would be
disclosed.

SEGMENT
-------

The Company operates in a single business segment that includes the design and
development.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

SFAS 154 replaces APB Opinion No. 20 and SFAS 3 and became effective in the
first quarter of 2006. The standard introduces a new requirement to
retrospectively apply accounting principle changes to prior years' comparative
financial statements as if the Company had always applied the newly adopted
accounting principle. Changes in depreciation, amortization and depletion
methods previously considered a change in accounting principle are now
considered a change in estimate under SFAS 154, requiring prospective adoption.
New pronouncements may contain specific implementation guidance which would
supersede the requirements of SFAS 154. The adoption of SFAS 154 did not have an
impact on the consolidated financial statements included herein.

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes a
requirement to evaluate interest in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Company's first fiscal year that begins
after September 15, 2006. The Company adoption of SFAS No. 155 will not have any
material effect on its consolidated financial position, results of operations or
cash flows.


                                      F-17


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

In March 2006, the FASB issued SFAS No. 156, ACCOUNTING FOR SERVICING OF
FINANCIAL ASSETS--AN AMENDMENT OF FASB STATEMENT NO. 140. Companies are required
to apply SFAS No. 156 as of the first annual reporting period that begins after
September 15, 2006. The Company does not believe adoption of SFAS No. 156 will
have a material effect on its unaudited condensed consolidated financial
position, results of operations or cash flows.

In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109 (FIN
48). FIN 48 provides guidance for the recognition, derecognition and measurement
in financial statements of tax positions taken in previously filed tax returns
or tax positions expected to be taken in tax returns. FIN 48 requires an entity
to recognize the financial statement impact of a tax position when it is more
likely than not that the position will be sustained upon examination. If the tax
position meets the more-likely-than-not recognition threshold, the tax effect is
recognized at the largest amount of the benefit that is greater than fifty
percent likely of being realized upon ultimate settlement. The Company will be
required to adopt FIN 48 as of January 1, 2007, with any cumulative effect of
the change in accounting principle recorded as an adjustment to opening retained
earnings. The Company is currently evaluating the impact of FIN 48 and does not
expect a significant impact on its earnings or financial position.

In June 2006, the FASB ratified the consensus on Emerging Issues Task Force
("EITF") Issue No. 06-3, "How Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income Statement" ("EITF No.
06-3"). The scope of EITF No. 06-3 includes any tax assessed by a governmental
authority that is directly imposed on a revenue-producing transaction between a
seller and a customer and may include, but is not limited to, sales, use, value
added, Universal Service Fund ("USF") contributions and some excise taxes. The
Task Force affirmed its conclusion that entities should present these taxes in
the income statement on either a gross or a net basis, based on their accounting
policy, which should be disclosed pursuant to APB Opinion No. 22, "Disclosure of
Accounting Policies." If such taxes are significant and are presented on a gross
basis, the amounts of those taxes should be disclosed. The consensus on EITF No.
06-3 will be effective for interim and annual reporting periods beginning after
December 15, 2006. The Company currently does not show sales tax billed to its
customers on the income statement but records the same as a liability.

In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Current Year Misstatements." SAB No. 108 requires
analysis of misstatements using both an income statement (rollover) approach and
a balance sheet (iron curtain) approach in assessing materiality and provides
for a one-time cumulative effect transition adjustment. SAB No. 108 is effective
for the Company's fiscal year 2006 annual financial statements. There has been
no impact on the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective on the Company beginning July 1, 2008. The Company is
currently assessing the potential impact that the adoption of SFAS No. 157 will
have on its financial statements.

In September 2006, the FASB issued SFAS No. 158, Employer's Accounting for
Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB
Statements No. 87, 88, 106 and 132(R), which applies to all plan sponsors who
offer defined benefit postretirement plans. SFAS No. 158 requires recognition of
the funded status of a defined benefit postretirement plan in the statement of
financial position and expanded disclosures in the notes to financial
statements. The Company adopted this provision for the year ended December 31,
2006 and the adoption did not have a material impact on its consolidated
financial position. In addition, SFAS No. 158 requires measurement of plan
assets and benefit obligations as of the date of the plan sponsor's fiscal year
end. The Company is required to adopt the measurement provision of SFAS No. 158
for its fiscal year ending December 31, 2008. The Company is in the process of
evaluating the impact of the measurement provision of SFAS No. 158 on its 2008
consolidated financial position, operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities--Including an amendment of FASB
Statement No. 115" ("SFAS 159"). SFAS 159 expands the use of fair value
accounting but does not affect existing standards which require assets or
liabilities to be carried at fair value. Under SFAS 159, a company may elect to
use fair value to measure accounts and loans receivable, available-for-sale and
held-to-maturity securities, equity method investments, accounts payable,
guarantees and issued debt. Other eligible items include firm commitments for
financial instruments that otherwise would not be recognized at inception and
non-cash warranty obligations where a warrantor is permitted to pay a third
party to provide the warranty goods or services. If the use of fair value is
elected, any upfront costs and fees related to the item must be recognized in
earnings and cannot be deferred, e.g., debt issue costs. The fair value election
is irrevocable and generally made on an instrument-by-instrument basis, even if
a company has similar instruments that it elects not to measure based on fair
value. At the adoption date, unrealized gains and losses on existing items for
which fair value has been elected are reported as a cumulative adjustment to
beginning retained earnings. Subsequent to the adoption of SFAS 159, changes in
fair value are recognized in earnings. SFAS 159 is effective for fiscal years
beginning after November 15, 2007 and is required to be adopted by the Company
in the first quarter of fiscal 2009. MBC is currently is determining whether
fair value accounting is appropriate for any of its eligible items and cannot
estimate the impact, if any, which SFAS 159 will have on its consolidated
results of operations and financial condition.


                                      F-18


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     ------------------------------------------------------

In December 2004, the Financial Accounting Standards Board issued SFAS No.
123(R), "Share-Based Payment". SFAS No. 123(R) replaces SFAS No. 123 "Accounting
for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting
for Stock Issued to Employees". SFAS No. 123(R) requires compensation costs
related to share-based payment transactions to be recognized in the financial
statements over the period that an employee provides service in exchange for the
award. SFAS No. 123(R) is effective for fiscal year beginning after December 15,
2005 for small business filers. The Company plans to adopt SFAS No. 123(R) on
January 1, 2006. SFAS 123(R) eliminates the alternative to use the intrinsic
value method of accounting that was provided in SFAS 123 as originally issued.
In accordance with SFAS No. 148, the Company has been disclosing the impact on
net income and earnings per share had the fair value based method been adopted.

3.   PREPAID EXPENSES
     ----------------

Prepaid expenses for the year ending December 31, 2006 and 2005 of $28,785 and
$40,574 respectively consist of business, employee insurance and legal fees.

4.   PROPERTY AND EQUIPMENT
     ----------------------

                                           YEAR ENDED      YEAR ENDED
                                          DECEMBER 31,    DECEMBER 31,
                                              2006            2005
                                          ------------    ------------

Computer equipment                        $    703,099    $    687,365
Website development                             38,524          38,524
Equipment                                        1,562           1,562
Furniture and fixtures                          46,431          46,431
Telephone equipment                              5,365           4,293
Molds and tooling                              113,835               -
                                          ------------    ------------
                     TOTAL                     908,816         778,175

Less accumulated depreciation                 (744,427)       (693,472)
                                          ------------    ------------
           NET PROPERTY AND EQUIPMENT     $    164,389    $     84,703
                                          ============    ============

Depreciation expense totaled $50,955 and $89,682 for the years ended December
31, 2006 and 2005, respectively.

5.   DEFERRED DEBT ISSUE COSTS
     -------------------------

Total costs of $428,014 were incurred during year 2006. These costs relate to
obtaining and securing debt financing. These costs are amortized over the term
of the debt agreement. A balance of $344,835 remains as of December 31, 2006.


                                      F-19


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

6.   ACCRUED EXPENSES
     ----------------

Accrued expenses at December 31, 2006 and 2005 consist of the following:

                                     YEAR ENDED     YEAR ENDED
                                    DECEMBER 31,   DECEMBER 31,
                                        2006           2005
                                    ------------   ------------

Accrued salaries                    $     10,976   $          -
Accrued vacation                          57,441         74,961
Accrued interest                         118,842         72,109
Accrued audit fees                        50,000            235
Other                                      2,334              -
                                    ------------   ------------
                     TOTAL          $    239,593   $    147,305
                                    ============   ============


7. SETTLEMENT AGREEMENT LIABILITY
     ------------------------------

On January 6, 2006, La Jolla Cove Investors, Inc. and the Company entered into a
Settlement Agreement and Mutual Release (the "Settlement Agreement") in which La
Jolla and the Company agreed to forever settle, resolve and dispose of all
claims, demands and causes of action asserted, existing or claimed to exist
between the parties because of or in any way related to the Action. Under the
Settlement Agreement, La Jolla and the Company agreed that the parties shall
bear their own costs and attorney's fees associated with the Action. In
addition, we agreed to pay to La Jolla:

     o    10,000,000 restricted shares of our common stock upon the execution of
          the Settlement Agreement;

     o    $300,000 was paid on May 5, 2006; and

     o    $400,000 was due on June 6, 2006 (this payment was not made)

     o    $50,000 was paid on September 13, 2006

Interest accrued on the $400,000 unpaid balance at 8% per annum commencing on
the date of the Settlement Agreement until paid in full. Because payment of
$400,000 was not made within 30 days of its due date (June 6, 2006), La Jolla is
entitled to enter a judgment against us for the unpaid balance, plus accrued
interest and $100,000, upon the filing of a declaration of default by La Jolla.
Upon a negotiation being reached the payment has been restructured at to an
amount of $50,000 due the 15th of each month starting September 15, 2006 with a
10 day late payment grace period. In January 23, 2007 La Jolla Cove Investors
Inc, filed suit in the Superior Court Of California entitled La Jolla Cove
Investors, Inc. ("La Jolla") vs. One Voice Technologies, Inc., Case No.
GIC850038 for in reference to the settlement agreement mentioned above. The
penalty by default of $100,000 was dismissed by the court.

Accordingly, $350,000 is accrued as a settlement liability along with accrued
interest of $43,000 as of December 31, 2006.


8.   LICENSE AGREEMENT LIABILITY
     ---------------------------

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

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

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

As of December 31, 2006 and 2005, the outstanding minimum royalty obligations
pursuant to the License Agreement were $930,000.


                                      F-20


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

9.   DERIVATIVE LIABILITY
     --------------------

During the years ended December 31, 2006 and 2005 the Company entered into
convertible debt financing agreements with several institutional investors.
Embedded within these convertible financing transactions are derivatives which
require special treatment pursuant with SFAS No. 133 and EITF 00-19. The
derivatives include but are not limited to the following characteristics:

     o    Beneficial conversion features
     o    Early redemption option
     o    Registration rights and associated liquidated damage

The valuation conducted as of December 31, 2006 and December 31, 2005 and 2005
the fair value of the derivative liability was $256,495 and $108,917
respectively and resulted in a non-cash gain of $12,342 and $418,742
respectively.

10.  WARRANT DERIVATIVE LIABILITY
     ----------------------------

During the years ended December 31, 2006 and 2005 the Company issued warrants in
connection with convertible debt agreements and private placements that required
analysis in accordance with EITF 00-19. EITF 00-19 specifies the conditions
which must be met in order to classify warrants issued in a company's own stock
as either equity or as a derivative liability. Evaluation of these conditions
under EITF 00-19 resulted in the determination that these warrants are
classified as a derivative liability. In accordance with EITF 00-19, warrants
which are determined to be classified as derivative liabilities are
marked-to-market each reporting period, with a corresponding non-cash gain or
loss charged to the current period. The Company valued all warrant derivative
liabilities as of December 31, 2006 using a Black-Scholes option pricing model
using the following assumptions: expected dividend yield of 0.0%, expected stock
price volatility of 100%, risk free interest rate of 4.74% and a remaining
contractual life ranging from 0.30 years to 4.00 years. The Company valued all
warrant derivative liabilities as of December 31, 2005 using a Black-Scholes
option pricing model using the following assumptions: expected dividend yield of
0.0%, expected stock price volatility of 100%, risk free interest rate of 4.35%
and a remaining contractual life ranging from .30 years to 4.00 years. The
valuation conducted as of December 31, 2006 resulted in a non-cash gain of
$231,000 with a corresponding decrease in the warrant derivative liability. The
valuation conducted as of December 31, 2005 resulted in a non-cash gain of
$5,070,000 with a corresponding decrease in the warrant derivative liability. As
of December 31, 2006 and 2005, the fair value of the warrant derivative
liability was $2,808,000 and $2,032,000, respectively.

11.  REVOLVING CREDIT NOTE PAYABLE
     -----------------------------

On December 21, 2006, the Company completed a private placement pursuant to a
Revolving Credit Note Agreement which the Company entered into with several
institutional Investors, pursuant to which the Investors subscribed to advance
up to a maximum amount of $640,000 bearing an interest rate of 7%. The term of
the agreement shall be effective as of December 21, 2006 and shall be in full
force and effect until the earliest to occur of (a) 12 months from December 21,
2006 (B) a date not less than thirty days after Lender gives notice of
termination to the Company. In connection with the Revolving Credit Note
Agreement, the Company also issued 20,000,000 shares of its common stock to the
related investors. Interest shall be calculated daily on the outstanding
principal balance due, and is to be reimbursed to the Investors a monthly basis.
The reimbursement of the interest shall be in the form of the Company's
restricted shares of common stock. The stock is to be valued at the month end
stock closing price. The advances to the Company are to be based on an amount of
up to 75% of the face value of the current and future invoices "Receivables"
submitted for borrowing. All proceeds paid relating to the previously mentioned
invoices are to be deposited into a lockbox account belonging to Investors. The
lockbox proceeds are to be 100% applied towards any outstanding principal amount
owed by the Company. The Company's obligation to repay all principal and accrued
and unpaid interest under the convertible notes is secured by the Company's
assets pursuant to a certain Security Agreement dated February 16, 2006, which
also secures the remaining principal amount of the Company's convertible notes
in the aggregate amount of $1,592,000 which the Company issued on March 18,
2005, July 13, 2005, March 17, 2006 May 5, 2006, July 6, 2006 and August 29,
2006 to certain of the investors participating in this new private placement. As
of December 31, 2006 the outstanding principal amount owed to the Investors was
$240,000.

12.  NOTE PAYABLE
     ------------

On August 8, 2003 the Company entered into a note payable in the amount of
$100,000, with principal and interest at 8.0% per annum, due on August 8, 2008.
At December 31, 2006 and 2005 the principal balance on the note payable was
$100,000 with accrued interest of $27,178 and $19,178 respectively.


                                      F-21


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

13.  CONVERTIBLE NOTES PAYABLE SUMMARY
     ---------------------------------

During the periods ending December 31, 2006 and December 31, 2005, the Company
secured 6% convertible debt financing of $1,994,000 and $2,000,000 respectively.
The net proceeds received netted a total of $1,834,000 and $1,855,000
respectively. The difference of $160,000 and $145,000 were costs incurred to
secure the financings. These costs were recorded as debt issue cost. An embedded
conversion feature relating to the debt financings of $1,076,448 and $56,433
respectively were recorded by the Company. The Company amortizes both the issue
cost and discount to interest expense over the term of the debt agreements. The
company issued a total of 140,917,090 Class A common stock purchase warrants
relating to the period ending December 31, 2006 debt financing activities. The
company also issued a total of 67,531,305 Class A common stock purchase warrants
and 67,531,305 Class B common stock purchase warrants relating to the year ended
December 31, 2005 debt financing activities.

During the year ending December 31, 2006, $1,745,000 of notes payable and
accrued interest was converted into approximately 160,374,000 shares of the
Company's common stock at an average conversion price of $0.01 per share.

13.  CONVERTIBLE NOTES PAYABLE DETAILS
     ---------------------------------

On March 18, 2005, the Company held its first closing pursuant to a Subscription
Agreement it entered into with several accredited investors dated as of March
18, 2005, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $2,000,000 in 6% convertible promissory notes, and 100 Class
A and Class B common stock purchase warrants for each 100 shares which would be
issued on each closing date assuming full conversion of the convertible notes
issued on each such closing date. Net proceeds amounted to $920,000, net of debt
issue cash cost of $80,000.

The convertible notes bear simple interest at 6% per annum payable upon each
conversion, June 1, 2005 and semi-annually thereafter and mature 3 years after
the date of issuance. Each investor shall have the right to convert the
convertible notes after the date of issuance and at any time, until paid in
full, at the election of the investor into fully paid and non assessable shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.047 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded. In addition, the company issued an
aggregate of 29,069,768 Class A common stock purchase warrants and 29,069,768
Class B common stock purchase warrants to the investors, representing 100 Class
A and Class B warrants issued for each 100 shares which would be issued on the
each closing date assuming full conversion of the convertible notes issued on
each such closing date. The Class A warrants are exercisable until four years
from the initial closing date at an exercise price of $0.045 per share. The
Class B warrants are exercisable until four years from the initial closing date
at an exercise price of $0.06 per share. The holder of the Class B warrants will
be entitled to purchase one share of common stock upon exercise of the Class B
warrants for each share of common stock previously purchased upon exercise of
the Class A warrants.

On July 13, 2005, the Company held its second closing pursuant to the
Subscription Agreement the Company entered into with several accredited
investors dated as of March 18, 2005.

On the second closing date, the Company received approximately $935,000, net of
debt issue cash cost of approximately $65,000. The convertible notes bear simple
interest at 6% per annum payable upon each conversion, June 1, 2005 and
semi-annually thereafter and mature 3 years after the date of issuance. Each
investor shall have the right to convert the convertible notes after the date of
issuance and at any time, until paid in full, at the election of the investor
into fully paid and nonassessable shares of our common stock. The conversion
price per share shall be the lower of (i) $0.043 or (ii) 80% of the average of
the three lowest closing bid prices for our common stock for the 30 trading days
prior to, but not including, the conversion date as reported by Bloomberg, L.P.
on any principal market or exchange where our common stock is listed or traded.
In addition, the Company issued an aggregate of 38,461,537 Class A common stock
purchase warrants and 38,461,537 Class B common stock purchase warrants to their
investors. The Class A warrants are exercisable until four years from the
initial closing date at an exercise price of $0.045 per share. The Class B
warrants are exercisable until four years from the initial closing date at an
exercise price of $0.06 per share. The fair value of the warrants of
approximately $675,000 using Black Scholes option pricing model and the
beneficial conversion feature of approximately $732,000 have been recorded as
debt discount and is being amortized over the life of the debt using the
interest method. Upon conversion of the debt, any unamortized discount will be
charged to expense.


                                      F-22


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

13.  CONVERTIBLE NOTES PAYABLE DETAILS (CONTINUED)
     ---------------------------------------------

On March 17, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $700,000 in 6% secured convertible promissory notes and one
Class A common stock purchase warrant for each one share which would be issued
on the closing date assuming full conversion of the secured convertible notes
issued on the closing date.

The secured convertible notes bear simple interest at 6% per annum payable June
1, 2006 and semi-annually thereafter, and mature 2 years after the date of
issuance. Each investor shall have the right to convert the secured convertible
notes after the date of issuance and at any time, until paid in full into shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.043 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded. The conversion price is adjustable in the
event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the conversion price of the secured convertible notes will be adjusted
in the event that we spin off or otherwise divest ourselves of a material part
of our business or operations or dispose all or a portion of our assets. Our
obligation to repay all principal and accrued and unpaid interest under the
convertible notes is secured by all of our assets pursuant to a certain Security
Agreement dated February 16, 2006, which also secures the remaining principal
amount of our convertible notes in the aggregate amount of $1,592,000 which the
Company issued on March 18, 2005, July 13, 2005, March 17, 2006, May 5, 2006,
July 6, 2006 and August 29, 2006 to certain of the investors participating in
this new private placement.

The Company issued an aggregate of 50,972,111 Class A common stock purchase
warrants to the investors, representing one Class A warrant issued for each one
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.045 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets. The fair value of the
warrants of $457,000 using the Black Scholes option pricing model is recorded as
a derivative liability. The beneficial conversion feature of approximately
$505,000 will be amortized over the life of the debt using the interest method.


                                      F-23


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

13.  CONVERTIBLE NOTES PAYABLE DETAILS (CONTINUED)
     ---------------------------------------------

On May 5, 2006 the Company completed a private placement pursuant to a
Subscription Agreement which we entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $324,000 in 6% secured convertible promissory notes. The
secured convertible notes bear simple interest at 6% per annum payable June 1,
2006 and semi-annually thereafter, and mature 2 years after the date of
issuance. Each investor shall have the right to convert the secured convertible
notes after the date of issuance and at any time, until paid in full into shares
of our common stock. The conversion price per share shall be the lower of (i)
$0.043 or (ii) 80% of the average of the three lowest closing bid prices for our
common stock for the 30 trading days prior to, but not including, the conversion
date as reported by Bloomberg, L.P. on any principal market or exchange where
our common stock is listed or traded. The conversion price is adjustable in the
event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the conversion price of the secured convertible notes will be adjusted
in the event that we spin off or otherwise divest ourselves of a material part
of our business or operations or dispose all or a portion of our assets. The
beneficial conversion feature of approximately $22,000 will be amortized over
the life of the debt using the interest method.

On July 6, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $550,000 in 6% secured convertible promissory notes and one
Class A common stock purchase warrant which would be issued on the closing date
assuming full conversion of the secured convertible notes issued on the closing
date.

The secured convertible notes bear simple interest at 6% per annum payable
August 1, 2006 and semi-annually thereafter, and mature 2 years after the date
of issuance. Each investor shall have the right to convert the secured
convertible notes after the date of issuance and at any time, until paid in full
into shares of our common stock. The conversion price per share shall be the
lower of (i) $0.015 or (ii) 80% of the average of the three lowest closing bid
prices for our common stock for the 30 trading days prior to, but not including,
the conversion date as reported by Bloomberg, L.P. on any principal market or
exchange where our common stock is listed or traded. The conversion price is
adjustable in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the conversion price of the secured convertible
notes will be adjusted in the event that we spin off or otherwise divest
ourselves of a material part of our business or operations or dispose all or a
portion of our assets. Our obligation to repay all principal and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated February 16, 2006, which also
secures the remaining principal amount of our convertible notes in the aggregate
amount of $1,592,000 which the Company issued on March 18, 2005, July 13, 2005,
March 17, 2006, May 5, 2006, July 6, 2006 and August 29, 2006 to certain of the
investors participating in this new private placement.

The Company issued an aggregate of 48,530,839 Class A common stock purchase
warrants to the investors, representing one Class A warrant issued for each one
share which would be issued on the closing date assuming full conversion of the
secured convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.015 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets. The fair value of the
warrants of $298,000 using the Black Scholes option pricing model is recorded as
a derivative liability. The beneficial conversion feature of approximately
$336,000 will be amortized over the life of the debt using the interest method.

On August 29, 2006, the Company completed a private placement pursuant to a
Subscription Agreement which the Company entered into with several institutional
investors, pursuant to which the investors subscribed to purchase an aggregate
principal amount of $420,000 in 6% secured convertible promissory notes and one
Class A common stock purchase warrant which would be issued on the closing date
assuming full conversion of the secured convertible notes issued on the closing
date.


                                      F-24


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

13.  CONVERTIBLE NOTES PAYABLE DETAILS (CONTINUED)
     ---------------------------------------------

The secured convertible notes bear simple interest at 6% per annum payable
September 1, 2006 and semi-annually thereafter, and mature 2 years after the
date of issuance. Each investor shall have the right to convert the secured
convertible notes after the date of issuance and at any time, until paid in full
into shares of our common stock. The conversion price per share shall be the
lower of (i) $0.015 or (ii) 80% of the average of the three lowest closing bid
prices for our common stock for the 30 trading days prior to, but not including,
the conversion date as reported by Bloomberg, L.P. on any principal market or
exchange where our common stock is listed or traded. The conversion price is
adjustable in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the conversion price of the secured convertible
notes will be adjusted in the event that we spin off or otherwise divest
ourselves of a material part of our business or operations or dispose all or a
portion of our assets. Our obligation to repay all principal and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated February 16, 2006, which also
secures the remaining principal amount of our convertible notes in the aggregate
amount of $1,592,000 which we issued on March 18, 2005, July 13, 2005, March 17,
2006, May 5, 2006 July 6, 2006 and August 29, 2006 to certain of the investors
participating in this new private placement.

We issued an aggregate of 41,414,141 Class A common stock purchase warrants to
the investors, representing one Class A warrant issued for each one share which
would be issued on the closing date assuming full conversion of the secured
convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.015 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets. The fair value of the
warrants of $186,000 using the Black Scholes option pricing model is recorded as
a derivative liability. The beneficial conversion feature of approximately
$214,000 will be amortized over the life of the debt using the interest method.


                                      F-25


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

CONVERTIBLE DEBT FINANCING SUMMARY
----------------------------------

A summary of convertible debt at December 31, 2005 is as follows:

<TABLE>
                                                                      Principal
                                                                        Amount       Unamortized      Original
                                                   Due Date           Remaining       Discount        Balance
                                                -----------------    ------------    -----------    -----------
                                                                                      (restated)     (restated)
<S>                                             <C>                  <C>             <C>            <C>
Stonestreet Limited
Partnership                                     December 23, 2007    $     10,000    $    (6,873)   $     3,127
                                                                     ------------    -----------    -----------
Alpha Capital
Aktiengesellschaft                              March 18, 2008            175,000       (134,073)        40,927
                                                                     ------------    -----------    -----------
Whalehaven Capital
Fund Limited                                    March 18, 2008            160,000       (122,581)        37,419
                                                                     ------------    -----------    -----------
Alpha Capital
Aktiengesellschaft                              July 13, 2008             400,000       (247,040)       152,960
                                                                     ------------    -----------    -----------
Ellis International
Limited                                         July 13, 2008              65,572        (41,854)        23,718
                                                                     ------------    -----------    -----------
Whalehaven Capital
Fund Limited                                    July 13, 2008             400,000       (247,038)       152,962
                                                                     ------------    -----------    -----------
Omega Capital Small
Cap Fund                                        July 13, 2008              25,000        (15,958)         9,042
                                                                     ------------    -----------    -----------
Osher Capital,
Inc.                                            July 13, 2008              15,000        (12,675)         2,325

                                                                     ------------    -----------    -----------
   Total Long Term convertible debt December 31, 2005                $  1,250,572    $  (828,092)   $   422,480
                                                                     ============    ===========    ===========


                                                     F-26


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

CONVERTIBLE DEBT FINANCING SUMMARY (CONTINUED)
----------------------------------------------

A summary of convertible debt at December 31, 2006 is as follows:
                                                                          Principal
                                                                           Amount       Unamortized        Net
                                                          Due Date        Remaining      Discount        Balance
                                                     -----------------   -----------    -----------    -----------
         Stonestreet Limited
         Partnership                                 December 23, 2007   $    10,000    $        --    $    10,000
                                                                         -----------    -----------    -----------
         Alpha Capital
         Aktiengesellschaft                          July 13, 2008           135,000        (53,838)        81,162
                                                                         -----------    -----------    -----------
         Alpha Capital
         Aktiengesellschaft                          March 17, 2008          250,000       (108,727)       141,273
                                                                         -----------    -----------    -----------
         Alpha Capital
         Aktiengesellschaft                          May 5, 2008             108,000         (4,905)       103,095
                                                                         -----------    -----------    -----------
         Whalehaven Capital
         Fund Limited                                May 5, 2008             108,000         (4,905)       103,095
                                                                         -----------    -----------    -----------
          Alpha Capital
         Aktiengesellschaft                          July 6, 2008            105,500        (46,089)        59,411
                                                                         -----------    -----------    -----------
         Bristol Investment Fund
         Ltd                                         July 6, 2008            250,000       (120,832)       129,168
                                                                         -----------    -----------    -----------
         Centurion Microcap
         L.P                                         July 6, 2008            100,000        (46,089)        53,911
                                                                         -----------    -----------    -----------
         Whalehaven Capital
         Fund Limited                                July 6, 2008            105,500        (46,089)        59,411
                                                                         -----------    -----------    -----------
         Alpha Capital
         Aktiengesellschaft                          August 29, 2008         105,000        (43,305)        61,695
                                                                         -----------    -----------    -----------
         Ellis International
         Limited                                     August 29, 2008         150,000        (64,957)        85,043
                                                                         -----------    -----------    -----------
         Osher Capital                               August 29, 2008          60,000        (25,983)        34,017
                                                                         -----------    -----------    -----------
         Whalehaven Capital
         Fund Limited                                August 29, 2008         105,000        (43,310)        61,690
                                                                         -----------    -----------    -----------
            Total Long Term convertible debt December 31, 2006           $ 1,592,000    $  (609,028)   $   982,972
                                                                         ===========    ===========    ===========


                                                       F-27
</TABLE>


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

14.  COMMON STOCK
     ------------

     o    CONVERTIBLE DEBT CONVERSION
          ---------------------------

          During the periods ending December 31, 2006 and December 31, 2005,
          several institutional investors converted approximately $1,745,000 and
          $1,938,000 of principal and accrued interest into approximately
          160,374,000 and 68,570,000 shares of the Company's common stock at an
          average conversion price of $0.01 and $0.03 respectively.

     o    PRIVATE PLACEMENT
          -----------------

          During the years ended December 31, 2006 and 2005, several accredited
          investors purchased approximately 20,000,000 and 17,000,000 shares of
          restricted common stock for a total purchase price of approximately
          $376,000 and $506,000 respectively.

     o    WARRANT EXERCISE
          ----------------

          During the years ending December 31, 2006 and 2005, approximately
          20,550,000 and 31,500,000 common stock warrants were exercised at a
          price of $0.015 and $0.02 respectively. The Company received
          approximately $300,600 and $649,000 respectively.

14.  COMMON STOCK DETAILS
     --------------------

During the year ended December 31, 2006, Alpha Capital Akteingesellschaft
converted approximately $472,000 of notes payable and accrued interest into
approximately 46,750,000 shares of the Company's common stock at an average
conversion price of $0.01. During the same period, Alpha Capital
Akteingesellschaft exercised warrants to purchase 14,300,000 shares of common
stock for cash in the amount of $200,200 at an average price of $0.014.

During the year ended December 31, 2006, Whalehaven Fund, Limited converted
approximately $840,000 of notes payable and accrued interest into approximately
69,030,000 shares of the Company's common stock at an average conversion price
of $0.01.

During the year ended December 31, 2006, Momona Capital Corp. converted
approximately $102,000 of notes payable and accrued interest into approximately
11,652,000 shares of the Company's common stock at an average conversion price
of $0.01.

During the year ended December 31, 2006, Ellis International Ltd. converted
approximately $177,000 of notes payable into approximately 17,381,000 shares of
the Company's common stock at an average conversion price of $0.01. During the
same period, Ellis International Ltd. exercised warrants to purchase 6,250,000
shares of common stock for cash in the amount of $100,000 at an average price of
$0.016.

During the year ended December 31, 2006, Omega Capital Small Cap Fund converted
approximately $137,000 of notes payable into approximately 14,426,000 shares of
the Company's common stock at an average conversion price of $0.01.

During the year ended December 31, 2006, Osher Capital Inc. converted
approximately $16,000 of notes payable into approximately 1,134,000 shares of
the Company's common stock at an average conversion price of $0.01.

During the year ended December 31, 2006, an accredited investor purchased an
aggregate of 7,000,000 shares of restricted common stock for a total purchase
price of $112,000. In addition, the investor received an aggregate of 3,000,000
Class A and 3,000,000 Class B common stock purchase warrants with an exercise
price of $0.045 and $0.06 per share respectively.

During the year ended December 31, 2005, Alpha Capital Akteingesellschaft
converted approximately $741,000 of notes payable into approximately 25,946,000
shares of the Company's common stock at an average conversion price of $0.029.
During the same period, Alpha Capital Akteingesellschaft exercised warrants to
purchase 2,000,000 shares of common stock for cash in the amount of $48,000.

During the year ended December 31, 2005, Omega Capital Small Cap Fund converted
$65,000 of notes payable into approximately 3,489,000 shares of the Company's
common stock at an average conversion price of $0.019.

During the year ended December 31, 2005, Ellis International Ltd. converted
approximately $269,000 of notes payable into approximately 11,523,000 shares of
the Company's common stock at an average conversion price of $0.023. During the
same period, Ellis International exercised warrants to purchase approximately
1,500,000 shares of common stock for cash in the amount of $37,000.


                                      F-28


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

14.  COMMON STOCK DETAILS (CONTINUED)
     --------------------------------

During the year ended December 31, 2005, Stonestreet Limited Partnership
converted approximately $456,000 of notes payable into approximately 13,823,000
shares of the Company's common stock at an average conversion price of $0.033.

During the year ended December 31, 2005, Whalehaven Fund, Limited converted
$41,000 of notes payable into approximately 1,026,000 shares of the Company's
common stock at an average conversion price of $0.040.

During the year ended December 31, 2005, Whalehaven Capital Fund, Ltd. converted
$245,000 of notes payable into approximately 9,110,000 shares of the Company's
common stock at an average conversion price of $0.027. During the same period,
Whalehaven Capital Fund, Ltd. exercised warrants to purchase approximately
27,000,000 shares of common stock for cash in the amount of $540,000.

During the year ended December 31, 2005, Momona Capital Corp. converted
approximately $76,000 of notes payable into approximately 1,938,000 shares of
the Company's common stock at an average conversion price of $0.039. During the
same period, Momona Capital Corp. exercised warrants to purchase 1,000,000
shares of common stock for cash in the amount of $24,000.

During the year ended December 31, 2005, Osher Capital Inc. converted
approximately $45,000 of notes payable into approximately 1,715,000 shares of
the Company's common stock at an average conversion price of $0.026.

During the year ended December 31, 2005, an accredited investor purchased an
aggregate of 17,000,000 shares of restricted common stock for a total purchase
price of $506,400. In addition, the investor received an aggregate of 17,000,000
Class A and 17,000,000 Class B common stock purchase warrants with an exercise
price of $0.045 and $0.06 per share respectively.


                                      F-29


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

15.  INCOME TAXES
     ------------

At December 31, 2006 the Company had net operating loss carry forwards available
to reduce future taxable income, if any, of approximately $ 39,719,000 and
$35,300,000 respectively, for Federal income tax purposes. It also had net
operating loss carry forwards available to reduce future taxable income, if any,
of approximately $ 36,719,000 and $ 32,500,000 for state purposes at December
31, 2006 and 2005 respectively. The Federal and state net operating loss carry
forwards will begin expiring in 2020 and 2007, respectively. The carry forward
may be limited if a cumulative change in ownership of more than 50% occurs
within a three year period.

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

<TABLE>
<S>     <C>
                                                                        DECEMBER 31,   DECEMBER 31,
                                                                           2006            2005
                                                                        -----------    -----------

                Expected tax provision (benefit) at statutory rates     $(4,418,844)   $  (615,638)
                State taxes, net of Federal benefit                             528            528
                Meals & Entertainment                                        12,938          2,364
                Change in valuation allowance                             3,059,545      1,702,431
                Warrant derivative liability                               (209,861)    (2,019,636)
                Other derivative liability                                  (12,000)            --
                Stock based compensation                                    272,168             --
                Amortization of beneficial conversion feature             1,296,327        966,827
                Other permanent differences                                      --        (36,076)
                                                                        -----------    -----------

                                                        TOTALS          $       800    $       800
                                                                        ===========    ===========
</TABLE>

The provision (benefit) for income taxes in 2006 and 2005 consist of the
following:


                                                  DECEMBER 31,      DECEMBER 31,
                                                      2006              2005
                                                  ------------      ------------


                CURRENT:
                     Federal                      $         --      $         --
                     State                                 800               800
                                                  ------------      ------------

                              TOTALS                       800               800
                                                  ============      ============

                DEFERRED:
                     Federal                      $         --      $         --
                     State                                  --                --
                                                  ------------      ------------

                              TOTALS                        --                --
                                                  ------------      ------------

                              TOTALS              $         --      $         --
                                                  ============      ============


Significant components of the Company's deferred tax asset and liabilities as of
December 31, 2006 and 2005 are shown below:

<TABLE>
<S>     <C>
                                                                                DECEMBER 31,    DECEMBER 31,
                                                                                   2006             2005
                                                                                ------------    ------------

                DEFERRED TAX ASSETS:
                   Accrued vacation                                             $     24,700    $     32,113

                   Deferred rent                                                       5,167              --
                   Net operating loss                                             15,223,175      14,865,631
                   Other                                                                  --          34,362
                                                                                ------------    ------------

                                            TOTALS                               $ 15,253,042    $ 14,932,106
                                                                                 ------------    ------------

                DEFERRED TAX LIABILITIES:
                   Deferred state taxes                                          $         --    $   (981,673)
                   Fixed assets                                                      (311,383)        (16,188)
                                                                                 ------------    ------------

                                            TOTALS                               $   (311,383)   $   (997,861)


                                            Deferred tax asset (liability)       $ 14,941,659    $ 13,934,245
                                            Valuation allowance                   (14,941,659)    (13,934,245)
                                                                                 ------------    ------------

                                            NET DEFERRED TAX ASSET (LIABILITY)   $         --    $         --
                                                                                 ============    ============
</TABLE>


                                      F-30


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

16.  COMMITMENTS AND CONTINGENCIES
     -----------------------------

The Company leases its facilities and certain equipment under leases that expire
at various times through 2010. The following is a schedule, by years, of future
minimum rental payments required under operating leases that have non cancelable
lease terms in excess of one year as of December 31, 2006:

                  Year ending December

                  2007                          194,259
                  2008                          199,886
                  2009                          206,081
                  2010                          193,515
                                             ----------

                                             $  793,741
                                             ==========

Rent expense, net of sublease income, amounted to $220,908 and $193,503 for the
year ended December 31, 2006 and 2005 respectively.

17.  INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
     --------------------------------------------

On July 14, 1999, the Company adopted 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. On July 29,
2005 the Company adopted the 2005 Stock Incentive Plan and reserved 60,000,000
shares of the Company's common stock for issuance under the 2005 Plan.


                                      F-31


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

17.  INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (CONTINUED)
     --------------------------------------------------------

Two types of options may be granted under the 2005 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.


In 2005, the Company elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under SFAS No. 123, "Accounting
for Stock-Based Compensation," requires use of option valuation models. Under
APB 25, because the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized. The Company follows SFAS No. 123 for stock
options granted to non-employees and records a consulting expense equal to the
fair value of the options at the date of grant.


During the year ended December 31, 2006 the Company granted 57,200,000 stock
options at an average exercise price of $0.016 to employees and consultants of
the Company. A total of 1,062,500 options were terminated throughout the year of
2006.


                                      F-32


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

17. INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (CONTINUED)
------------------------------------------------------------

STOCK OPTIONS ACTIVITY

     See Note 17 a. for a description of the Company's share-based
compensation including the stock option activity during the years ended December
31, 2006 and 2005. A summary of the Company's stock option activity and related
information is as follows:

<TABLE>
<S>     <C>

                                             YEAR ENDED                 YEAR ENDED
                                            DECEMBER 31,               DECEMBER 31,
                                               2006                       2005
                                      -----------------------    -----------------------

                                                     WEIGHTED                  WEIGHTED
                                                      AVERAGE                   AVERAGE
                                                     EXERCISE                  EXERCISE
                                        NUMBER        PRICE       NUMBER        PRICE
                                      ----------    ---------    ---------    ----------

Outstanding at beginning of year       1,921,500    $    1.47    1,721,500    $     2.70
Options granted                       57,200,000         0.02      225,000          0.04
Options exercised                              0          N/A            0           N/A
Options terminated                    (1,062,500)        0.05      (25,000)         0.09
                                      ----------                 ---------
OPTIONS OUTSTANDING AT END OF YEAR    58,059,000         0.06    1,921,500          1.47
                                      ----------                 ---------
OPTIONS EXERCISABLE AT END OF YEAR    20,499,972    $    0.13    1,720,806    $    1.610


         The following table summarizes the number of option shares, the
weighted average exercise price, and weighted average life (by years) by price
range for both total outstanding options and total exercisable options as of
December 31, 2006:


                      TOTAL OUTSTANDING                               TOTAL EXERCISABLE
                      -----------------                               -----------------

                                   WEIGHTED                               WEIGHTED
                                   AVERAGE                                 AVERAGE
                                   EXERCISE                               EXERCISE
  PRICE RANGE      # OF SHARES      PRICE        LIFE      # OF SHARES       PRICE       LIFE
---------------    -----------    ----------   -------     -----------    ----------    -------
$6.08 - $ 12.80       270,000        $7.170       3.9         270,000        $7.170        3.9
$0.32 - $2.00         839,000        $0.911       4.3         839,000        $0.911        4.3
$0.016 - $0.19     56,950,000        $0.017      7.77      19,390,972        $0.020       7.77
---------------    -----------    ----------   -------     -----------    ----------    -------
TOTAL              58,059,000        $0.063      7.70      20,499,972        $0.132       7.58
===============    ===========    ==========   =======     ===========    ==========    =======
</TABLE>

The above options carry vesting date's as follows: 1/3 of the options vest on
the grant date, 1/3 of the options vest one year after the grant date, the final
1/3 of the options vest two years after the grant date .

On July 14, 1999, the Company adopted 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. On July 29,
2005 the Company adopted the 2005 Stock Incentive Plan and reserved 60,000,000
shares of the Company's common stock for issuance under the 2005 Plan.


                                      F-33


<PAGE>

17 a.  INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN, CONTINUED

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 As of December 31, 2006, the
Company has 3 stock option plans for the benefit of officers, directors,
employees, independent contractors and consultants of the Company. These plans
include: (i) the 1998 Stock Option Plan, (ii) the 1996 Stock Option Plan, and
(iii) the 1996 Employee Compensatory Stock Option Plan. In addition to these
plans, the Company grants various other stock options, warrants and stock
directly to certain parties. The Company grants all such awards as incentive
compensation to officers, directors, and employees, and as compensation for the
services of independent contractors and consultants of the Company.

Stock options: The Company generally grants stock options to employees at
exercise prices equal to the fair market value of the Company's stock at the
dates of grant. Stock options may be granted throughout the year, vest
immediately, vest based on years of continuous service, or vest upon completion
of specified performance conditions, and expire 10 years following the initial
grant date. The Company recognizes compensation expense for the fair value of
the stock options over the requisite service period for each separate vesting
portion of the stock option award, or, for awards with performance conditions,
when the performance condition is met.

Warrant options: The Company generally grants stock options to directors and
consultants at exercise prices equal to the fair market value of the Company's
stock at the dates of grant. Stock options may be granted throughout the year,
vest immediately, vest based on years of continuous service, or vest upon
completion of specified performance conditions, and expire 10 years following
the initial grant date. The Company recognizes compensation expense for the fair
value of the stock options over the requisite service period for each separate
vesting portion of the stock option award, or, for awards with performance
conditions, when the performance condition is met.

The fair value of each option and warrant award is estimated on the date of
grant using the Black-Scholes option-pricing model that uses the assumptions
noted in the following table. The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options. In addition,
option valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Because the Company's stock
options and warrants have characteristics significantly different from those of
traded options, and because changes in the subjective assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its stock
options and warrants. The expected dividend yield assumption is based on the
Company's expectation of dividend payouts. Expected volatilities are based on
historical volatility of the Company's stock. The average risk-free interest
rate is based on the U.S. treasury yield curve in effect as of the grant date.
The expected life is primarily determined using guidance from SAB 107. As such,
the expected life of the options and warrants is the average of the vesting term
and the full contractual term of the options and warrants. In addition to the
assumptions in the table, the Company applies a forfeiture-rate assumption in
its estimate of fair value that is primarily based on historical annual
forfeiture rates of the Company.

                                           2006
                                   --------------------
Expected dividend yield                    0.00%
Expected volatility                         109%
Average risk-free interest rate            4.74%
Expected life (in years)                3.9 to 9.7

The Company issued 225,000 stock options to employees for compensation during
2005 at an average price of $.04.

During the year ended December 31, 2006:

      o     $239,059 of employee compensation cost has been charged against
            income.

      o     $33,109 of director and consultant compensation cost has been
            charged against income.


                                      F-34


<PAGE>

      As of December 31, 2006, there was approximately $167,775 of total
unrecognized compensation cost related to nonvested share-based compensation
arrangements with employees. Of this amount, $167,775 is expected to be
recognized each year throughout 2007 and 2008.

      As of December 31, 2006, there was approximately $25,355 of total
unrecognized compensation cost related to nonvested share-based compensation
arrangements with directors and consultants. Of this amount, $25,355 is expected
to be recognized each year throughout 2007 and 2008.

      STOCK OPTIONS ISSUED TO EMPLOYEES AND DIRECTORS FOR COMPENSATION

      In December 2004, the FASB issued SFAS 123R, "Share-Based Payment", which
revised SFAS 123, "Accounting for Stock-Based compensation", and superseded APB
25, "Accounting for Stock Issued to Employees" and related interpretations. SFAS
123R requires the grant-date fair value of all share-based payment awards that
are expected to vest, including employee share options, to be recognized as
employee compensation expense over the requisite service period. The Company
adopted SFAS 123R on January 1, 2006 and applied the modified prospective
transition method. Under this transition method, the Company (1) did not restate
any prior periods; (2) is recognizing compensation expense for all share-based
payment awards that were outstanding, but not yet vested, as of January 1, 2006,
based upon the same estimated grant-date fair values and service periods used to
prepare the Company's SFAS 123 pro-forma disclosures; and (3) is applying SFAS
123R to new awards and to awards modified, repurchased, or cancelled after the
effective date. The Company recognizes the fair value of stock-based
compensation awards in selling, general and administrative expense, and research
and development expense in the consolidated statement of operations on a
straight line basis over the requisite service periods, or, for awards with
performance conditions, when the performance condition is met.


                                      F-35


<PAGE>

Following is the Company's stock option activity during the year ended December
31, 2006:

      The Company issued 225,000 stock options to employees during 2005.

      Prior to January 1, 2006, the Company accounted for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Had compensation cost for the plan been determined
based on the fair value of the options at the grant dates consistent with the
method of SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure - an Amendment of SFAS No. 123," the Company's net earnings and
earnings per share would have been:

      The following table illustrates the effect on net income and net income
per share had the Company recognized compensation expense consistent with the
fair value provisions of SFAS No. 123 "Accounting for Stock-Based Compensation"
prior to the adoption of SFAS 123R:

                                                               2005
                                                            (restated)
                                                           ------------
      Net loss
          As reported                                      $(1,059,949)
          Deduct: reported stock compensation expense
          under APB 25 - net of tax                             (1,000)
                                                           -----------
      Pro forma net loss                                   $(1,060,949)
                                                           ===========

      Basic and diluted loss per share:
          As reported                                      $     (0.01)
                                                           ===========
          Pro Forma                                        $     (0.01)
                                                           ===========

      A summary of option activity relating to employee, director and contractor
compensation as of December 31, 2006, and changes during the year then ended is
presented below:

<TABLE>
                                                                          YEAR ENDED
                                                                         DECEMBER 31,
                                                                             2006
                                                  ---------------------------------------------------------
                                                                    Weighted
                                                                     Average                      Average
  Options relating to employee, consultants                         Exercise                     Intrinsic
          and director compensation                  Shares          Price         Life            Value
                                                  -----------       --------    ----------      -----------
<S>                                                 <C>             <C>             <C>         <C>
Outstanding at beginning of year                    1,921,500       $   1.47        4.1         $        --
Options granted                                    57,200,000           0.02       7.88                   0
Options exercised                                           0            N/A        N/A                   0
Options terminated                                 (1,062,500)          0.05        N/A                   0
                                                  -----------       --------    ----------      -----------
OPTIONS OUTSTANDING AT END OF YEAR                 58,059,000           0.06       7.70          $       --
                                                                    ========    ==========      ===========

                                                  -----------       --------    ----------      -----------
OPTIONS EXERCISABLE AT END OF YEAR                 20,499,972           0.06       7.58         $        --
                                                  -----------       --------    ----------      -----------
</TABLE>


                                      F-36


<PAGE>

      The total intrinsic value of options relating to employee and director
compensation exercised during the year ended December 31, 2006 was $0.

      The weighted average grant date fair value of options relating to employee
and director compensation granted during 2006 was $455,696.

      A summary of the status of the Company's nonvested option shares relating
to employee and director compensation as of December 31, 2006, and changes
during the year then ended is presented below:

                                                      YEAR ENDED
                                                      DECEMBER 31,
                                                         2006
                                            -----------------------------------
                                                                    WEIGHTED
                                                                     AVERAGE
  NON VESTED OPTIONS RELATING TO EMPLOYEE,                        GRANT-DATE
    CONSULTANTS AND DIRECTOR COMPENSATION        SHARES           FAIR VALUE
  ----------------------------------------  -----------------    -------------

Outstanding at beginning of year                     200,694     $       1.47
Options granted                                   38,129,520            0.016
Options exercised                                          0              N/A
Options terminated                                (1,062,500)           0.016

                                            -----------------    -------------
NON VESTED AT END OF YEAR                         37,267,714     $     0.0132
                                            =================    =============

      As of December 31, 2006, there was approximately $167,775 of total
unrecognized compensation cost related to nonvested share-based compensation
arrangements with employees. Of this amount, $167,775 is expected to be
recognized each year throughout 2007 and 2008.

      As of December 31, 2006, there was approximately $25,355 of total
unrecognized compensation cost related to nonvested share-based compensation
arrangements with directors and contractors.


18.  WARRANTS

At December 31, 2006, the Company had warrants outstanding that allow the
holders to purchase up to 339,979,838 shares of common stock.

The number and weighted average exercise prices of the warrants for the years
ended December 31, 2006 and 2005 are as follows:

<TABLE>
                                                          December 31,                            December 31,
                                                             2006                                    2005
                                               ---------------------------------        --------------------------------

                                                                     Weighted                                Weighted
                                                                     average                                  average
                                                                     Exercise                                Exercise
                                                    Number            price                 Number             price
                                               ----------------    -------------        ---------------     ------------
<S>                                                <C>                   <C>                <C>                  <C>
Outstanding at beginning of year                   215,373,361           $ 0.10             79,429,673           $ 0.10
Warrants granted                                   146,917,090             0.05            169,062,610             0.05
Warrants exercised                                 (20,550,000)            0.02            (31,552,522)            0.02
Warrants terminated                                 (1,760,613)             N/A             (1,566,400)             N/A

                                               ----------------                         ---------------
Warrants outstanding at end of year                339,979,838           $ 0.05            215,373,361           $ 0.05
                                               ================    =============        ===============     ============

Warrants exercisable at end of year                339,979,838           $ 0.05            181,373,361           $ 0.05
                                               ================    =============        ===============     ============
</TABLE>

As an incentive to exercise warrants early, the Company reduced the exercise
price to $0.016 Per share for Series A and B warrants on March 23, 2006. As a
result, the Company raised approximately $300,200 in connection with the
re-pricing of warrants to the investors.

At December 31, 2006, the weighted average remaining contractual life of the
warrants was approximately 39 months.

19.  RESTATEMENT OF FINANCIAL STATEMENTS


The Company has restated previously issued 2004 and 2005 consolidated financial
statements for matters relating to the proper treatment of conversion features
embedded in the convertible debt financing transactions. The restatement is
pursuant to EITF Nos. 00-19, 05-02, and SFAS No. 133. The accompanying financial
statements for 2005 have been restated to reflect the corrections. Accumulated
deficit at January 1, 2005 was decreased by $261,000 as a result of adjustments
related to the carrying value of convertible debentures, warrant liability and
other derivative liabilities, which previously either in part or as a whole,
were unrecorded liabilities in 2004.



                                      F-37


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

19.  RESTATEMENT OF FINANCIAL STATEMENTS (CONTINUED)
     -----------------------------------------------

YEAR ENDED DECEMBER 31, 2004
----------------------------


The following is a summary of the restatements for the year ended December 31,
2004 that are reflected in the beginning balances of the financial statements
for the year ended December 31, 2005. The Company intends to file an amended
Form 10-KSB/A for the year ended December 31, 2005 that will incorporate the
restated financial statements as of and for the year ended December 31, 2004:


Increase /  (decrease) in interest expense                            $ 302,651
Increase / (decrease) in gain on warrant and debt derivative             42,863
Increase / (decrease) in the fair value of debt derivative liability    471,223
Increase / (decrease) in the fair value of net convertible notes             --
Increase / (decrease) additional paid in capital                       (210,357)
Increase / (decrease) accumulated deficit                               260,866


The following is a summary of the restatements for the year ended December 31,
2004:


Total Increase of 2004 net loss                                        $ 260,866


The effect on the Company's previously issued December 31, 2004 financial
statements are summarized as follows:

                                       Year ended                    Year ended
                                      December 31,                  December 31,
                                         2004                          2004

                                      Previously
                                       reported        Change        Restated
                                      -----------    -----------    -----------

        Balance Sheet
        -------------

Derivative liability                           --        471,223        471,223
                                      -----------    -----------    -----------
     Total current liabilities                 --        471,223        471,223

Convertible notes payable, net            124,700             --        124,700
                                      -----------    -----------    -----------
     Total long term liabilities          124,700             --        124,700

                                      -----------    -----------    -----------
         Total liabilities                124,700        471,223        595,923
                                      ===========    ===========    ===========

Additional paid in capital             35,474,238       (210,357)    35,263,881
Accumulated deficit                   (41,117,820)      (260,866)   (41,378,686)

                                      -----------    -----------    -----------
         Total stockholders equity     (5,643,582)      (471,223)    (6,114,805)
                                      ===========    ===========    ===========

   Statement of Operations
   -----------------------

Interest expense                       (1,649,641)      (302,651)    (1,952,292)
Gain on warrant and debt derivative    (3,369,412)        42,863     (3,326,549)
Other Income / (Expense)                       --         (1,078)        (1,078)

                                      -----------    -----------    -----------
         Net Income / (loss)           (5,019,053)      (260,866)    (5,279,919)
                                      ===========    ===========    ===========


                                      F-38


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

19.  RESTATEMENT OF FINANCIAL STATEMENTS (CONTINUED)
     -----------------------------------------------

YEAR ENDED DECEMBER 31, 2005
----------------------------

The following is a summary of the restatements for the year ended December 31,
2005:

Increase /  (decrease)in interest expense                             $ (67,602)
Increase / (decrease) in gain on warrant and debt derivative            418,742
Increase / (decrease) in the fair value of debt derivative liability    108,917
Increase / (decrease) in the fair value of net convertible notes        200,630
Increase / (decrease) additional paid in capital                       (535,025)
Increase / (decrease) accumulated deficit                              (225,478)


The following is a summary of the restatements for the year ended December 31,
2005:

Total decrease of 2005 net loss                                       $ 225,478


The effect on the Company's previously issued December 31, 2005 financial
statements are summarized as follows:

                                       Year ended                    Year ended
                                      December 31,                  December 31,
                                         2005                          2005

                                      Previously
                                       reported        Change        Restated
                                      -----------    -----------    -----------
         Balance Sheet
         -------------

Derivative liability                           --        108,917        108,917
                                      -----------    -----------    -----------
     Total current liabilities                 --        108,917        108,917

Convertible notes payable, net            221,850        200,630        422,480
                                      -----------    -----------    -----------
     Total long term liabilities          221,850        200,630        422,480

                                      -----------    -----------    -----------
         Total liabilities                221,850        309,547        531,397
                                      ===========    ===========    ===========

Additional paid in capital             38,561,381       (535,025)    38,026,356
Accumulated deficit                   (42,664,113)       225,478    (42,438,635)

                                      -----------    -----------    -----------
         Total stockholders equity     (4,102,732)      (309,547)    (4,412,279)
                                      ===========    ===========    ===========
                                                                    -----------
    Statement of Operations
    -----------------------

Interest expense                       (2,487,116)        67,602     (2,419,514)
Gain on warrant and debt derivative     5,070,081        418,742      5,488,823
Other Income / (Expense)                       --             --

                                      -----------    -----------    -----------
         Net Income / (loss)            2,582,965        486,344      3,069,309
                                      ===========    ===========    ===========


                                      F-39


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

19.  RESTATEMENT OF FINANCIAL STATEMENTS (CONTINUED)
     -----------------------------------------------

<TABLE>
<S>        <C>
THREE MONTHS ENDED MARCH 31, 2006

THE FOLLOWING IS A SUMMARY OF THE RESTATEMENTS FOR THE THREE MONTHS ENDED MARCH
31, 2006 (UNAUDITED):

Increase / (decrease) in interest expense                              $    (148,960)
Increase / (decrease) in gain on warrant and debt derivative                      --
Increase / (decrease) in the fair value of debt derivative liability         156,350
Increase / (decrease) in the fair value of net convertible notes             247,039
Increase / (decrease) additional paid in capital                            (777,827)
Increase / (decrease) accumulated deficit                                   (374,438)


THE FOLLOWING IS A SUMMARY OF THE RESTATEMENTS FOR THE THREE MONTHS ENDED MARCH
31, 2006 (UNAUDITED):

Total decrease of 2006 net loss                                  $     148,960

THE EFFECT ON THE COMPANY'S PREVIOUSLY ISSUED MARCH 31, 2006 FINANCIAL
STATEMENTS ARE SUMMARIZED AS FOLLOWS:

                                                         PREVIOUSLY
                                                          REPORTED                  CHANGE                     RESTATED
                                                          --------                  ------                     --------
                                                         (unaudited)                                          (unaudited)
                BALANCE SHEET
                -------------

Derivative liability                                                   -                 156,350                       156,350
                                                     --------------------    --------------------       -----------------------
  TOTAL CURRENT LIABILITIES                                            -                 156,350                       156,350

Convertible notes payable, net                                    90,605                 247,039                       337,644
                                                     --------------------    --------------------       -----------------------
  TOTAL LONG TERM LIABILITIES                                     90,605                 247,039                       337,644

                                                     --------------------    --------------------       -----------------------
    TOTAL LIABILITIES                                             90,605                 403,389                       493,994
                                                     ====================    ====================       =======================

Additional paid in capital                                    40,369,813                (777,827)                   39,591,986
Accumulated deficit                                          (48,480,731)                374,438                   (48,106,293)

                                                     --------------------    --------------------       -----------------------
    TOTAL STOCKHOLDERS EQUITY                                 (8,110,918)               (403,389)                   (8,514,307)
                                                     ====================    ====================       =======================

            STATEMENT OF OPERATIONS
            -----------------------

Interest expense                                                (893,305)                148,960                      (744,345)
Loss on warrant and debt derivative                           (3,877,509)                      -                    (3,877,509)
Other Income / (Expense)                                               -                       -                             -

                                                     --------------------    --------------------       -----------------------
    NET INCOME / (LOSS)                                       (4,770,814)                148,960                    (4,621,854)
                                                     ====================    ====================       =======================

                                      F-40


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

19.  RESTATEMENT OF FINANCIAL STATEMENTS (CONTINUED)
     -----------------------------------------------

THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2006

THE FOLLOWING IS A SUMMARY OF THE RESTATEMENTS FOR THE SIX MONTHS ENDED JUNE 30,
2006 (UNAUDITED):

Increase / (decrease) in interest expense                              $     (176,543)
Increase / (decrease) in gain on warrant and debt derivative                       --
Increase / (decrease) in the fair value of debt derivative liability          178,305
Increase / (decrease) in the fair value of net convertible notes              308,015
Increase / (decrease) additional paid in capital                             (888,341)
Increase / (decrease) accumulated deficit                                    (402,021)


THE FOLLOWING IS A SUMMARY OF THE RESTATEMENTS FOR THE SIX MONTHS ENDED JUNE 30,
2006 (UNAUDITED):

Total decrease of 2006 net loss                                        $      176,543

THE EFFECT ON THE COMPANY'S PREVIOUSLY ISSUED JUNE 30, 2006 FINANCIAL STATEMENTS
ARE SUMMARIZED AS FOLLOWS:

                                                         PREVIOUSLY
                                                          REPORTED                  CHANGE                     RESTATED
                                                          --------                  ------                     --------
                                                         (unaudited)                                          (unaudited)
                BALANCE SHEET
                -------------

Derivative liability                                                    -                 178,305                      178,305
                                                     ---------------------    --------------------       ----------------------
  TOTAL CURRENT LIABILITIES                                             -                 178,305                      178,305

Convertible Note Discount                                         420,666                 308,015                      728,681
                                                     ---------------------    --------------------       ----------------------
  TOTAL LONG TERM LIABILITIES                                     420,666                 308,015                      728,681

                                                     ---------------------    --------------------       ----------------------
    TOTAL LIABILITIES                                             420,666                 486,320                      906,986
                                                     =====================    ====================       ======================

Additional paid in capital                                     40,650,563                (888,341)                  39,762,222
Accumulated deficit                                           (45,573,090)                402,021                  (45,171,069)

                                                     ---------------------    --------------------       ----------------------
    TOTAL STOCKHOLDERS EQUITY                                  (4,922,527)               (486,320)                  (5,408,847)
                                                     =====================    ====================       ======================

      STATEMENT OF OPERATIONS - THREE MONTHS
      --------------------------------------

Interest expense                                                 (221,742)                 27,583                     (194,159)
Gain on warrant and debt derivative                             4,098,311                       -                    4,098,311
Other Income / (Expense)                                                -                       -                            -

                                                     ---------------------    --------------------       ----------------------
    NET INCOME / (LOSS)                                         3,876,569                  27,583                    3,904,152
                                                     =====================    ====================       ======================

      STATEMENT OF OPERATIONS - SIX MONTHS
      ------------------------------------

Interest expense                                               (1,115,047)                176,543                     (938,504)
Gain on warrant and debt derivative                               220,802                       -                      220,802
Other Income / (Expense)                                                -                       -                            -

                                                     ---------------------    --------------------       ----------------------
    NET INCOME / (LOSS)                                          (894,245)                176,543                     (717,702)
                                                     =====================    ====================       ======================



                                      F-41


<PAGE>

                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------



 THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER, 2006

The following is a summary of the restatements for the nine months ended June 30,
2006 (unaudited):

Increase /  (decrease) in interest expense                             $     (323,053)
Increase / (decrease) gain on warrant and debt derivative                           --
Increase / (decrease) in the fair value of debt derivative liability           244,034
Increase / (decrease) in the fair value of net convertible notes               338,353
Increase / (decrease) additional paid in capital                            (1,131,918)
Increase / (decrease) accumulated deficit                                     (548,531)


THE FOLLOWING IS A SUMMARY OF THE RESTATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2006 (UNAUDITED):

Total decrease of 2006 net loss                                        $      584,531

THE EFFECT ON THE COMPANY'S PREVIOUSLY ISSUED SEPTEMBER 30, 2006 FINANCIAL STATEMENTS
ARE SUMMARIZED AS FOLLOWS:

                                                         PREVIOUSLY
                                                          REPORTED                  CHANGE                     RESTATED
                                                          --------                  ------                     --------
                                                         (unaudited)                                          (unaudited)
                BALANCE SHEET
                -------------

Derivative liability                                                    -                 244,034                      244,034
                                                     ---------------------    --------------------       ----------------------
  TOTAL CURRENT LIABILITIES                                             -                 244,034                      244,034

Convertible Note Discount                                         678,524                 339,535                    1,017,877
                                                     ---------------------    --------------------       ----------------------
  TOTAL LONG TERM LIABILITIES                                     678,524                 339,535                    1,017,877

                                                     ---------------------    --------------------       ----------------------
    TOTAL LIABILITIES                                             678,524                 583,387                     1,261,911
                                                     =====================    ====================       ======================

Additional paid in capital                                     41,389,124              (1,131,918)                  40,257,206
Accumulated deficit                                           (46,337,229)                548,531                  (45,788,698)

                                                     ---------------------    --------------------       ----------------------
    TOTAL STOCKHOLDERS EQUITY                                  (4,948,105)               (583,387)                  (5,531,492)
                                                     =====================    ====================       ======================

      STATEMENT OF OPERATIONS - THREE MONTHS
      --------------------------------------

Interest expense                                                 (518,549)                 146,510                    (372,039)
Gain on warrant and debt derivative                               431,971                       -                       431,971
Other Income / (Expense)                                                -                       -                            -

                                                     ---------------------    --------------------       ----------------------
    NET INCOME / (LOSS)                                           (86,578)                 146,510                       59,932
                                                     =====================    ====================       ======================

      STATEMENT OF OPERATIONS - NINE MONTHS
      ------------------------------------

Interest expense                                               (1,633,596)                323,053                   (1,310,543)
Gain on warrant and debt derivative                               652,773                       -                      652,773
Other Income / (Expense)                                                -                       -                            -

                                                     ---------------------    --------------------       ----------------------
         Net Income / (loss)                                     (980,823)                323,053                     (657,770)
                                                     =====================    ====================       ======================
                                     F-42
</TABLE>



<PAGE>
                          ONE VOICE TECHNOLOGIES INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                   -----------------------------------------

20.  SUBSEQUENT EVENTS
     -----------------

     o    FINANCING
          ---------

          During January 1, 2007 thru March 30, 2007, the Company received
          advances that were applied towards the Revolving Credit Note agreement
          dated December 21, 2006 totaling $482,000.The advances were used for
          expenses relating to normal monthly operating expenses incurred by the
          Company. On March 22, 2007 the original loan agreement of $640,000
          dated December 21, 2006 was amended to $740,000. The other terms and
          conditions related to the original agreement are still in effect.

          During the year 2007 the Company paid down the balance owed on the
          Revolving Credit Note by $55,000, leaving the total Revolving Credit
          Note balance of $567,000. Currently the Company has availability of
          $73,000 to borrow against for future cash requirements.

     o    CONVERSIONS
          -----------

          On January 17, 2007, Alpha Capital Anstalt converted approximately
          $135,000 of notes payable into approximately 21,429,000 shares of the
          Company's common stock at an average conversion price of $0.006.

     o    RESTRICTED COMMON STOCK GRANTED IN EXCHANGE FOR SERVICES RENDERED
          -----------------------------------------------------------------

          On January 5, 2007 the Company granted 400,000 shares of restricted
          common stock to The Group. The exchange is for forgiveness of $4,000
          debt owed by the Company.

          On January 24, 2007 the Company granted a total of 5,000,000 shares of
          restricted common stock as compensation to two accredited investors.
          The exchange is for future financial consulting services. The services
          are to be provided to the Board of Directors, officers or agents and
          employees of the Company regarding corporate finance. The term of the
          agreement is thirty-six (36) months commencing on January 9, 2007, and
          is renewable for successive twelve (12) month terms by mutual
          agreement of the parties.

     o    LEGAL PROCEEDINGS
          -----------------

          On January 23, 2007 La Jolla Cove Investors Inc, filed suit in the
          Superior Court Of California entitled La Jolla Cove Investors, Inc.
          ("La Jolla") vs. One Voice Technologies, Inc., Case No. GIC850038 for
          $484,582 in reference to the settlement agreement mentioned above. The
          Court entered judgment against One Voice Technologies Inc. for a total
          of $384,582 plus interest at a rate of 8% per annum. As of April 12,
          2007 no payments to date have been made to La Jolla Cove Investors
          relating to the above judgment.

     o    LICENSE AGREEMENT LIABILITY
          ---------------------------

          On February 1, 2006 the Company amended the Software License Agreement
          originally entered into March 2000 with Philips Speech Processing, a
          division of Philips Electronics North America ("Philips"). Under the
          amendment the following payment two terms will be followed:

          The 2006 past due amounts owed by the Company of $70,000 were
          allocated as follows: The Company paid $20,000 on February 23, 2007,
          the remaining $50,000 is be paid in the form of a non-interest bearing
          note payable to Philips Speech Processing.

          During the period of January 1, 2007 thru June 30, 2007 the following
          payments will be allocated as follows: $6,000 is to be paid monthly by
          the Company to Philips Speech Processing. The monthly remaining
          balance of $11,500 due to Philips Speech Processing is to be paid by
          the Company in the form of a non interest-bearing note payable to
          Philips Speech Processing.

          On July 1, 2007 and continuing thereafter, a minimum Software License
          fee of $17,500 is to be paid to Philips Speech Processing on a monthly
          basis.

          As of March 31, 2007 the note payable balance due Philips Speech
          Processing was $1,049,000.


                                      F-43


<PAGE>

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

In November 2006, the Board of Directors of the Company determined, pursuant to
a policy of periodically reviewing the selection of the Company's independent
auditors that it would reevaluate the Company's audit engagement for fiscal year
2006. Accordingly, on February 16, 2007, Squar, Milner, Peterson, Miranda &
Williamson, LLP (the "Former Accountant") was dismissed as the auditors for the
Company. On February 16, 2007, the Company engaged PMB Helin Donovan, LLP (the
"New Accountant"), as its independent certified public accountant. The Company's
decision to engage the New Accountant was approved by its Board of Directors on
February 16, 2007.

The reports of the Former Accountant on the financial statements of the Company
for each of the two most recent fiscal years ended December 31, 2005 did not
contain an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles, except that
the Former Accountant's report on the Company's financial statements for the
year ended December 31, 2005 expressed substantial doubt with respect to the
Company's ability to continue as a going concern.

During the Company's two most recent fiscal years and the subsequent interim
periods through the date of dismissal, there were no reportable events as the
term described is in Item 304(a)(1)(iv) of Regulation S-B, except for the
following:

The Former Accountant advised management that they noted the following
significant deficiencies in internal controls that were believed to be material
weaknesses under the standards of the Public Company Accounting Oversight Board:

(1) lack of sufficient and knowledgeable personnel to maintain appropriate
accounting and financial reporting organizational structure to support the
activities of the Company; (2) an ineffective control environment due to the
lack of a functioning audit committee and lack of a majority of outside
directors on the Company's board of directors, resulting in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures; (3) inadequate segregation of duties consistent with control
objectives; (4) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP
and SEC disclosure requirements; (5) insufficient personnel resources and
technical accounting expertise within the accounting function to resolve
non-routine or complex accounting matters including application and
implementation of US GAAP and SEC reporting requirements; (6) ineffective
controls over period end financial close and reporting processes; and (7)
inadequate procedures for appropriately identifying, assessing and applying
accounting principles.

During the Company's two most recent fiscal years and the subsequent interim
periods through February 16, 2007, there were no disagreements with the Former
Accountant on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved to
the satisfaction of the Former Accountant, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on these financial statements for such years.

During the Company's two most recent fiscal years and the subsequent interim
periods through the date of engagement, the Company did not consult with the New
Accountant regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and no written or oral
advice was provided by the New Accountant that was a factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issues.


                                       26

<PAGE>


ITEM 8A. CONTROLS AND PROCEDURES
--------------------------------
The Company, under the supervision and with the participation of its management,
including its Chief Executive Officer (the principal executive officer) and
Chief Financial Officer (the principal accounting and financial officer),
previously evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act) as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, during the period covered by this report, such
disclosure controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below.
Furthermore, based on this evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, during the period covered by this report, such
disclosure controls and procedures were not effective since our annual report on
Form 10-KSB for the year ended December 31, 2006, was filed late. We are in the
process of determining how filing delays may be avoided in the future. Our
deficiencies with regards to our ability to detect inappropriate application of
US GAAP rules was due to deficiencies that existed in the design or operation of
our internal control over financial reporting that adversely affected our
disclosure controls and that may be considered to be "material weaknesses." The
Public Company Accounting Oversight Board has defined a material weakness as a
"significant deficiency or combination of significant deficiencies that results
in more than a remote likelihood that a material misstatement of the annual or
annual financial statements will not be prevented or detected."

We identified deficiencies in our internal controls and disclosure controls
related to the treatment of our convertible debt and the related embedded
conversion features, which resulted in us restating our 2004 and 2005 financial
statements.


As a result of the identification of the misapplication of US GAAP
rules, our principal executive officer/principal financial officer has
concluded that, as of December 31, 2006, our disclosure controls over financial
reporting were not effective.

The Company's management received a letter dated March 31, 2006 (the "Letter")
from Peterson & Co., LLP, its independent auditors, addressed to the Chief
Executive Officer and Chairman of the Board of Directors in connection with the
audit of our financial statements as of December 31, 2005, in which the
independent auditors identified certain matters involving internal controls and
procedures that they consider to be significant deficiencies or material
weaknesses under the standards of the Public Company Accounting Oversight Board.
These material weaknesses were: (1) lack of sufficient and knowledgeable
personnel to maintain appropriate accounting and financial reporting
organizational structure to support the activities of the Company; (2) lack of a
functioning audit committee and lack of a majority of outside directors on the
Company's board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (3)
inadequate segregation of duties consistent with control objectives; (4)
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; (5) ineffective personnel resources and technical
accounting expertise within the accounting function to resolve non-routine or
complex accounting matters; (6) ineffective controls over period end financial
close and reporting processes; and (7) inadequate procedures for appropriately
identifying, assessing and applying accounting principles. The aforementioned
material weaknesses were identified by the Company's independent auditors in
connection with the audit of our financial statements as of December 31, 2005
and communicated to our management through the Letter.


                                       27

<PAGE>


Management believes that the material weaknesses set forth in items (3), (4) and
(6) above did not have an affect on the Company's financial results or any
restatements which have occurred. Inadequate segregation of duties consistent
with control objectives (item (3)) was due to the fact that the Company did not
have a sufficient number of personnel within the accounting department.
Management believes that this did not have an effect on the most recent and
updated financial statements filed by the company as the adjustments made to the
financial statements were related to the application of technical accounting
guidance and resulted primarily from the lack of accounting department staff
with sufficient technical accounting expertise and experience. We believe that
even if there had been sufficient staff to remedy the segregation of duties
problem, unless one of more of the additional staff members had sufficient
technical accounting expertise, this would not have prevented the adjustments
and restatement. Management believes that the weakness due to insufficient
written policies and procedures (item (4)) did not have an effect on the most
recent and updated fi nancial statements filed by the company as the adjustments
were related to the application of technical accounting guidance and resulted
primarily from the lack of accounting department staff with sufficient technical
accounting expertise and experience. We believe that even if there had been
sufficient written policies and procedures in place, the problem related to the
lack of accounting staff members with sufficient technical accounting expertise
would not have been resolved and this would not have prevented the adjustments
and restatement. Further, we do not feel that improper controls and procedures
over the period end process (item (6)) caused any material effects or
misstatements to the financials filed, as these inefficiencies were more
associated with timely closing, review and filing of financial statements. These
issues were due primarily to the fact that the Company had an insufficient
number of personnel within the accounting department and that it did not have
written policies and procedures to ensure that the financial statement closing
and reporting processes were timely and effective. We believe that even if
stronger controls had been in place related to the period end financial close
and reporting processes, the problem related to the lack of accounting staff
members with sufficient technical accounting expertise would not have been
resolved and this would not have prevented the adjustments and restatement.

However, management believes that the lack of sufficient and knowledgeable
personnel to maintain appropriate accounting and financial reporting
organizational structure to support the activities of the Company (Item (1)),
lack of a functioning audit committee and lack of a majority of outside
directors on the Company's board of directors, resulting in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures (Item (2)), ineffective personnel resources and technical accounting
expertise within the accounting function to resolve non-routine or complex
accounting matters (Item (5)), and inadequate procedures for appropriately
identifying, assessing and applying accounting principles (Item (7)) resulted in
the Company's determination to restate its financial statements for the years
ended December 31, 2004 and 2003. Specifically, the material weaknesses
specified in the preceding sentence resulted in management determining that the
Company's previous accounting for its common stock purchase warrants issued from
2003 to 2004 did not comply with Emerging Issues Task Force 00-19, ACCOUNTING
FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN A
COMPANY'S OWN STOCK. As a result, the Company determined that the fair value of
the warrants should have been reclassified from additional paid in capital, to a
current liability, and that the warrant fair value should have been marked to
market as of the balance sheet date with the corresponding non-cash gain or loss
reflected in the results of operations. This resulted in the Company restating
its net loss for the fiscal year ended December 31, 2004 to $(8,752,000)
compared to $(5,383,000) as previously reported, and a net loss for the fiscal
year ended December 31, 2003 to $(5,839,000) compared to $(5,932,000) as
previously reported. In addition, total liabilities for the fiscal year ended
December 31, 2004 and 2003 was restated to $6,464,000 and $1,431,000
respectively, compared to $1,523,000 and $1,140,000, respectively, as previously
reported.



                                       28

<PAGE>

In accordance with Exchange Act Rules 13a-15 and 15d-15, and after receipt of
the Letter, the Company has re-evaluated, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of the end
of the period covered by this report. Based upon this re-evaluation the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
current disclosure controls and procedures are not effective in ensuring that
the information required to be disclosed is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rule and forms
and is accumulated and communicated to the issuer's management, including its
Chief Executive Officer (the principal executive officer) and Chief Financial
Officer (the principal accounting and financial officer) as appropriate to allow
timely decisions regarding required disclosure.

We are committed to improving our financial organization. As part of this
commitment, we will create a segregation of duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function by the end of fiscal 2007 to resolve
non-routine or complex accounting matters. In addition, we will take the
following actions to enhance our internal controls, when funds are available to
the Company, which we expect to occur by the end of fiscal 2007:

i) Appointing one or more outside directors to our board of directors who shall
be appointed to the audit committee of the Company resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures. All
compensation paid to board members comes in the form of stock options that
normally carry a value of less than $10,000, which vest over a period of time;

ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure requirements,
which management estimates will cost approximately $65,000 per annum; and

iii) Hiring additional knowledgeable personnel with technical accounting
expertise to further support the current accounting personnel at the Company,
which management estimates will cost approximately $90,000 per annum. On March
12, 2007 the Company engaged an outside consulting firm that specializes in the
accounting for derivative instruments that are embedded within the Company's
financing transactions. The Company will continue to engage the firm in order to
ensure proper treatment.

Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on the Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; (ii) ineffective
controls over period end financial close and reporting processes; and (iii)
inadequate procedures for appropriately identifying, assessing and applying
accounting principles. Further, management believes that hiring additional
knowledgeable personnel with technical accounting expertise will remedy the
following material weaknesses: (A) lack of sufficient and knowledgeable
personnel to maintain appropriate accounting and financial reporting
organizational structure to support the activities of the Company; (B)
inadequate segregation of duties consistent with control objectives; and (C)
ineffective personnel resources and technical accounting expertise within the
accounting function to resolve non-routine or complex accounting matters.

Management believes that the hiring of additional personnel who have the
technical expertise and knowledge with the non-routine or technical issues the
Company has encountered in the past will result in both proper recording of
these transactions and a much more knowledgeable finance department as a whole.
Due to the fact that the Company's accounting staff consists of a controller and
an interim CFO, additional personnel will also ensure the proper segregation of
duties and provide more checks and balances within the department. Additional
personnel will also provide the cross training needed to support the Company if
personnel turn over issues within the department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control
and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our disclosure
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.

(b) Changes in Internal Controls

There have been no changes in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rules
13a-15 or 15d-15 under the Exchange Act that occurred during the small business
issuer's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


ITEM 8B. OTHER INFORMATION
--------------------------

None.


                                       29

<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
-------------------------------------------------------------------------------
GOVERNANCE; COMPLIANCE WITH SECTION 16 A. OF THE EXCHANGE ACT
-------------------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------

        Name                   Age   Position
        ----                   ---   --------
        Dean Weber             44    Chairman of the Board, President, Chief
                                     Executive Officer, Interim Chief Financial
                                     Officer and Director

        Bradley J. Ammon       42    Director

        Rahoul Sharan          44    Director

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

The principal occupations for the past five years (and, in some instances, for
prior years) of each of our executive officers and directors, followed by our
key employees, are as follows:

Dean Weber - Chairman of the board, president, chief executive officer, interim
chief financial officer and director. Dean Weber has served as Chairman of the
board, president, chief executive officer, interim chief financial officer and
director since the inception of the Company in July 1999. Mr. Weber brings an
extensive background to our company with over 20 years of technology and
management experience. He is responsible for developing our strategic vision and
pioneering our products, patented technology and business strategies. He was
elected to our Board of Directors in July of 1999 as Chairman. Before founding
our company in 1998, Mr. Weber played key roles in many high profile technology
companies including Northrop, United Technologies and Xerox. Throughout his
career, Mr. Weber has developed a comprehensive knowledge of Human Computer
Interaction, Cognitive Science, Artificial Intelligence and Natural Language
Processing. Mr. Weber currently has numerous patents in Artificial Intelligence,
Natural Language Processing and other related technologies. As our CEO, Mr.
Weber has been instrumental in the growth and development of the company,
successfully raising over $30 million of institutional funding, taking us
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.

Bradley J. Ammon - Director. Bradley J. Ammon is a tax attorney in the
Washington, D.C. office of Deloitte Tax LLP. 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 was appointed to our Board on June 9,
2000.

Rahoul Sharan - Director. Rahoul Sharan brings over 18 years of finance and
accounting experience to our company. He was elected to our Board of Directors
in July of 1999. Prior to joining our, 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.


                                       30

<PAGE>

COMMITTEES OF THE BOARD
-----------------------

Audit Committee as set forth in the audit committee charter adopted by the board
of directors, a copy of which is included in our Definitive Proxy Statement
filed with the SEC on November 29, 2001 as Exhibit A. The primary function of
the Audit Committee is to assist the Board of Directors in fulfilling its
oversight responsibilities by reviewing (1) the financial information provided
to shareholders and others, (2) systems of internal controls established by
management and the Board of Directors and (3) the audit process. The primary
function of the Compensation Committee is to establish and administer our
executive compensation programs. Mr. Bradley J. Ammon is a member of both
committees and is "independent" as that term is defined in Rule 4200(a)(14) of
the National Association of Securities Dealers' listing standards.

The Audit Committee has reviewed our audited financial statements for fiscal
2006 and discussed them with management.

Our independent auditors, PMB Helin Donovan, LLP, have communicated with the
Audit Committee matters such as the auditors' role and responsibility in
connection with an audit of our financial statements, significant accounting
policies, the reasonableness of significant judgments and accounting estimates,
significant audit adjustments, and such other matters as are required to be
communicated with the Audit Committee under generally accepted auditing
standards.

The Audit Committee has received from PMB Helin Donovan, LLP written disclosures
regarding all relationships between PMB Helin Donovan, LLP and its related
entities and us and our related entities that in the professional judgment of
PMB Helin Donovan, LLP may reasonably be thought to bear on independence. PMB
Helin Donovan, LLP has confirmed that, in its professional judgment, it is
independent of the Company within the meaning of the Securities Act of 1933, as
amended, and the Audit Committee has communicated such matters with PMB Helin
Donovan, LLP.

The Audit Committee, based on the review and discussions above, recommended to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-KSB/A for the fiscal year ended December 31,
2006 for filing with the Securities and Exchange Commission.

Director Bradley J. Ammon serves as the sole member of our Audit Committee. The
Board of Directors believes that Mr. Ammon qualifies as an "Audit Committee
Financial Expert" as that term is defined by applicable SEC rules.

Governance and Nominating Committee. The Board of Directors has established a
Governance and Nominating Committee for purposes of nominating directors and for
all other purposes outlined in the Governance and Nominating Committee Charter,
including nominees submitted to the Board of Directors by shareholders. The
Governance and Nominating Committee is composed of Bradley Ammon. The Board has
determined that each of the members of the Governance and Nominating Committee
is unrelated, an outside member with no other affiliation with us and
independent as defined by the American Stock Exchange.

NOMINATION OF DIRECTORS
-----------------------

As provided in its charter and our company's corporate governance principles,
the Governance and Nominating Committee is responsible for identifying
individuals qualified to become directors. The Governance and Nominating
Committee seeks to identify director candidates based on input provided by a
number of sources, including (1) the Governance and Nominating Committee
members, (2) our other directors, (3) our stockholders, (4) our Chief Executive
Officer or Chairman, and (5) third parties such as professional search firms. In
evaluating potential candidates for director, the Nominating and Corporate
Governance Committee considers the entirety of each candidate's credentials.

Qualifications for consideration as a director nominee may vary according to the
particular areas of expertise being sought as a complement to the existing
composition of the Board of Directors. However, at a minimum, candidates for
director must possess:

     o high personal and professional ethics and integrity; o the ability to
     exercise sound judgment; o the ability to make independent analytical
     inquiries; o a willingness and ability to devote adequate time and
     resources to
          diligently perform Board and committee duties; and o the appropriate
     and relevant business experience and acumen.


                                       31

<PAGE>


In addition to these minimum qualifications, the Governance and Nominating
Committee also takes into account when considering whether to nominate a
potential director candidate the following factors:

     o    whether the person possesses specific industry expertise and
          familiarity with general issues affecting our business;
     o    whether the person's nomination and election would enable the Board to
          have a member that qualifies as an "audit committee financial expert"
          as such term is defined by the Securities and Exchange Commission (the
          "SEC") in Item 401 of Regulation S-K;
     o    whether the person would qualify as an "independent" director under
          the listing standards of the American Stock Exchange;
     o    the importance of continuity of the existing composition of the Board
          of Directors to provide long term stability and experienced oversight;
          and
     o    the importance of diversified Board membership, in terms of both the
          individuals involved and their various experiences and areas of
          expertise.

Governance and Nominating Committee will consider director candidates
recommended by stockholders provided such recommendations are submitted in
accordance with the procedures set forth below. In order to provide for an
orderly and informed review and selection process for director candidates, the
Board of Directors has determined that stockholders who wish to recommend
director candidates for consideration by the Governance and Nominating Committee
must comply with the following:

     o    The recommendation must be made in writing to the Corporate Secretary,
          Dean Weber.
     o    The recommendation must include the candidate's name, home and
          business contact information, detailed biographical data and
          qualifications, information regarding any relationships between the
          candidate and the Company within the last three years and evidence of
          the recommending person's ownership of our common stock.
     o    The recommendation shall also contain a statement from the
          recommending shareholder in support of the candidate; professional
          references, particularly within the context of those relevant to Board
          membership, including issues of character, judgment, diversity, age,
          independence, expertise, corporate experience, length of service,
          other commitments and the like; and personal references.
     o    A statement from the shareholder nominee indicating that such nominee
          wants to serve on the Board and could be considered "independent"
          under the Rules and Regulations of the American Stock Exchange and the
          Securities and Exchange Commission ("SEC"), as in effect at that time.
          All candidates submitted by stockholders will be evaluated by the
          Governance and Nominating Committee according to the criteria
          discussed above and in the same manner as all other director
          candidates.

DIRECTOR COMPENSATION
---------------------

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

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS
------------------------------------------------

No executive officer, director or any member of these individuals' immediate
families or any corporation or organization with whom any of these individuals
is an affiliate is or has been indebted to us since the beginning of our last
fiscal year.

FAMILY RELATIONSHIPS
--------------------

There are no family relationships among our executive officers and directors.

LEGAL PROCEEDINGS
-----------------

As of the date of this prospectus, there are no material proceedings to which
any of our directors, executive officers, affiliates or stockholders is a party
adverse to us.


                                       32

<PAGE>


CODE OF ETHICS
--------------

We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation
S-B of the Securities Exchange Act of 1934. This Code of Ethics applies to our
chief executive officer and our senior financial officers.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE
---------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of a
registered class of our equity securities to file with the SEC initial reports
of ownership and reports of change in ownership of common stock and other equity
securities of our company. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and
amendments thereto furnished to us under Rule 16a-3(e) during the fiscal year
ended December 31, 2006, and Forms 5 and amendments thereto furnished to us with
respect to the fiscal year ended December 31, 2006, we believe that during the
year ended December 31, 2006, our executive officers, directors and all persons
who own more than ten percent of a registered class of our equity securities
complied with all Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

The following table sets forth information concerning the total compensation
that the Company has paid or that has accrued on behalf of chief executive
officer and other executive officers with annual compensation exceeding $100,000
during the years ended December 31, 2006 and 2005

SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<S>     <C>
                                                                                               Change in
                                                                                             Pension Value
                                                                                                  and
                                                                                Non-Equity   Non-Qualified
   Name &                                                                     Incentive Plan    Deferred       All Other
  Principal                     Salary     Bonus       Stock       Option     Compensation    Compensation    Compensation
  Position             Year       ($)       ($)      Awards($)   Awards ($)        ($)        Earnings ($)         ($)     Total ($)
------------------------------------------------------------------------------------------------------------------------------------

Dean Weber
CEO, President         2006    $282,000    $7,800       (1)      $113,519                                                 $ 403,319
                       2005    $277,000                                --                                                 $ 277,000
James Hadzicki (3)
Former CFO             2006    $161,000                 (2)       $34,056                                                 $ 195,056
                       2005    $136,250                                --                                                 $ 136,250
</TABLE>

     1    On January 24, 2006, One Voice Technologies issued Dean Weber, CEO and
          President of One Voice Technologies Inc. 24,000,000 common stock
          options. One Voice Technologies recorded stock compensation expense of
          $113,519
     2    On January 24, 2006, One Voice Technologies issued James Hadzicki CFO
          of One Voice Technologies Inc. 7,200,000 common stock options. One
          Voice Technologies recorded stock compensation expense of $34,056.
     3    On November 8, 2006, James Hadzicki resigned as our Chief Financial
          Officer to pursue other outside ventures. There was no disagreement or
          dispute between Mr. Hadzicki and our company which led to his
          resignation.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
--------------------------------------------------

     The following table sets forth information with respect to grants of
options to purchase our common stock under our 2006 Stock Incentive Plan to the
named executive officers during the fiscal year ended December 31, 2006.

<TABLE>
<S>     <C>
                                 Option Awards                                                   Stock Awards
-----------------------------------------------------------------------------------------------------------------------------

                                                                                                                     Equity
                                                                                                                    Incentive
                                                                                                       Equity      Plan Awards:
                                                                                                      Incentive     Market or
                                           Incentive                                                 Plan Awards:    Payout
                                               Plan                                                    Number       Value of
                                             Awards:                                        Market       of         Unearned
                   Number       Number        Number                            Number     Value of    Unearned      Shares,
                     of           of            of                            of Shares   Shares or    Shares,      Units or
                 Securities   Securities    Securities                         or Units    Units of   Units or       Other
                 Underlying   Underlying    Underlying                         of Stock     Stock    Other Rights    Rights
                Unexercised   Unexercised  Unexercised   Option               That Have   That Have   That Have     That Have
                  Options       Options      Unearned   Exercise    Option       Not         Not         Not           Not
                    (#)           (#)        Options     Price    Expiration    Vested      Vested     Vested        Vested
   Name         Exercisable  Unexercisable     (#)        ($)        Date        (#)         ($)         (#)           ($)
-------------------------------------------------------------------------------------------------------------------------------

Dean Weber       8,000,000    16,000,000                 $0.016   01/24/2016
CEO, President
</TABLE>


                                       33

<PAGE>

On January 24, 2006, One Voice Technologies issued Dean Weber, CEO and President
of One Voice Technologies Inc. 24,000,000 common stock options. One Voice
Technologies recorded stock compensation expense of $22,974.00. The above
options carry vesting date's as follows: 1/3 of the options vest on the grant
date, 1/3 of the options vest one year after the grant date, the final 1/3 of
the options vest two years after the grant date.

DIRECTOR COMPENSATION
---------------------

     The following table sets forth with respect to the named director,
compensation information inclusive of equity awards and payments made in the
year end December 31, 2006.

<TABLE>
<S>     <C>
                                                                            Change in
                                                                          Pension Value
                                                                               and
                                                          Non-Equity      Nonqualified
                Fees Earned                             Incentive Plan      Deferred        All Other
                or Paid in       Stock       Option      Compensation     Compensation    Compensation
    Name         Cash ($)     Awards ($)   Awards ($)         ($)           Earnings           ($)         Total ($)
     (a)            (b)           (c)          (d)            (e)              (f)             (g)            (h)
----------------------------------------------------------------------------------------------------------------------
Rahoul Sharan                       (1)     $ 18,447                                                        $18,447

Brad Ammon                          (2)     $ 12,298                                         $2,804         $15,102
</TABLE>

     (1)  On January 24, 2006, One Voice Technologies issued Rahoul Sharan a
          member of the Board of Directors of One Voice Technologies Inc.
          2,600,000 common stock options. One Voice Technologies recorded a
          total stock compensation expense of $18,447 for the year ended
          December 31, 2006.

     (2)  On January 24, 2006, One Voice Technologies issued Brad Ammon a member
          of the Board of Directors of One Voice Technologies Inc. 2,600,000
          common stock options. One Voice Technologies recorded a total stock
          compensation expense of $12,298 for the year ended December 31,
          2006. In addition to issuing stock options, Brad was also reimbursed
          $2,804 on 07/24/2006 which related to travel expenses incurred
          while attending the annual Board of Director's meeting held in San
          Diego California. Brad was issued form 1099 for $2,804.00 in January
          2007.

The above options carry vesting date's as follows: 1/3 of the options vest on
the grant date, 1/3 of the options vest one year after the grant date, the final
1/3 of the options vest two years after the grant date .

EMPLOYMENT AGREEMENTS
---------------------

On February 15, 2006, we entered into an Employment Agreement with Dean Weber,
our Chief Executive Officer. Pursuant to the Employment Agreement, we will
employ Mr. Weber unless the Agreement is terminated by either party as set forth
therein. Mr. Weber will be paid an annual base salary of $282,000 (the "Base
Salary"). In addition, Mr. Weber will be eligible to earn an annual cash bonus
as may be deemed appropriate by our Board of Directors. Further, Mr. Weber may
be awarded incentive stock options pursuant to the Company's stock option plan
as may be deemed appropriate by our Board of Directors.

If the Employment Agreement is terminated as set forth therein, Mr. Weber will
be entitled to a severance package equal to no more than 100% of his Base Salary
for up to two years after the date of termination. In addition, all unvested
stock options shall immediately vest on the date of termination. During the term
of his employment, Mr. Weber will be subject to non-competition and
non-solicitation provisions, subject to standard exceptions.


                                       34

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
---------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------

The following table sets forth certain information regarding beneficial
ownership of our common stock as of December 31, 2006 (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., 4275
Executive Square, Suite 200, La Jolla, California 92037.

We believe that all persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially owned by them. A
person is deemed to be the beneficial owner of securities that can be acquired
by him within 60 days from September 1, 2006 upon the exercise of options,
warrants or convertible securities. Each beneficial owner's percentage ownership
is determined by assuming that options, warrants or convertible securities that
are held by him, but not those held by any other person, and which are
exercisable within 60 days of December 31, 2006 have been exercised and
converted.

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

        Dean Weber, CEO, President and Chairman
          of the Board (2)                               12,473,800      2.01%

        IVantage, Inc. (2)                                  900,200       *

        Rahoul Sharan, Director                           1,386,000       *

        Bradley J. Ammon, Director                          959,000       *

        Alpha Capital Akteingesellschaft                197,220,312     25.40%

        Whalehaven Capital Fund Limited                 100,455,013     14.60%

        Bristol Investments Fund Limited                 43,518,284      5.30%

        Stonestreet Limited Partnership                  33,898,479      5.70%

        Ellis International                              52,082,523      7.60%

        Total shares held by officers
          and directors (3) persons:                     15,719,000      2.50%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR
---------------------------------------------------------------------------
INDEPENDENCE
------------

There were no material related party transactions during the year.

ITEM 13. EXHIBITS
-----------------

NO. DESCRIPTION
--- -----------

                              PLANS OF ACQUISITION
                              --------------------

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

                      ARTICLES OF INCORPORATION AND BYLAWS
                      ------------------------------------

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

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

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


                                       35

<PAGE>

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

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

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

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

                 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
                 -----------------------------------------------

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

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

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

                               MATERIAL CONTRACTS
                               ------------------

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

10.2 Consulting Agreement with KJN Management Ltd. For the services of James
Hadzicki 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. On November 8, 2006 the
agreement was mutually terminated.

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 Speech 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)


                                       36

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>


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

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

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

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

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

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

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

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

10.44 Subscription Agreement, dated March 17, 2006, by and among One Voice
Technologies, Inc. and the investors named on the signature pages thereto.
(incorporated by reference to our current report on Form 8-K filed March 23,
2006)

10.45 Form of Convertible Note of One Voice Technologies, Inc. issued to the
investors named on the signature pages thereto. (incorporated by reference to
our current report on Form 8-K filed March 23, 2006)

10.46 Form of Class A Common Stock Purchase Warrant of One Voice Technologies,
Inc. issued to the investors named on the signature pages thereto. (incorporated
by reference to our current report on Form 8-K filed March 23, 2006).

10.47 Subscription Agreement, dated May 5, 2006, by and among One Voice
Technologies, Inc. and the investors named on the signature pages thereto.
(incorporated by reference to our registration statement on Form SB-2 filed May
9, 2006)

10.48 Form of Convertible Note of One Voice Technologies, Inc. issued to the
investors named on the signature pages thereto. (incorporated by reference to
our registration statement on Form SB-2 filed May 9, 2006)

10.49 Subscription Agreement, dated July 6, 2006, by and among One Voice
Technologies, Inc. and the investors named on the signature pages thereto.
(incorporated by reference to our current report on Form 8-K filed July 11,
2006)


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<PAGE>

10.45 Form of Convertible Note of One Voice Technologies, Inc. issued to the
investors named on the signature pages thereto. (incorporated by reference to
our current report on Form 8-K filed July 11, 2006)

10.46 Form of Class A Common Stock Purchase Warrant of One Voice Technologies,
Inc. issued to the investors named on the signature pages thereto. (incorporated
by reference to our current report on Form 8-K filed July 11, 2006).

10.47 Subscription Agreement, dated August 28, 2006, by and among One Voice
Technologies, Inc. and the investors named on the signature pages thereto.
(incorporated by reference to our current report on Form 8-K filed September 1,
2006).

10.48 Form of Convertible Note of One Voice Technologies, Inc. issued to the
investors named on the signature pages thereto. (incorporated by reference to
our current report on Form 8-K filed September 1, 2006).

10.49 Form of Class A Common Stock Purchase Warrant of One Voice Technologies,
Inc. issued to the investors named on the signature pages thereto. (incorporated
by reference to our current report on Form 8-K filed September 1, 2006).

10.50 Loan Agreement Loan Agreement by and among One Voice Technologies, Inc.
and the investors named on the signature pages thereto (incorporated by
reference to our current report on Form 8-K filed January 3, 2007).

10.51 Form of Revolving Credit Note of One Voice Technologies, Inc.
(incorporated by reference to our current report on Form 8-K filed January 3,
2007).

31.1 Certification by Chief Executive Officer and Interim Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certificate by Interim Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

32.1 Certification of the Chief Executive Officer and Interim 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.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES UPDATE
------------------------------------------------------

The Company has appointed PMB Helin Donovan, L.L.P. ("PMB"), as its independent
auditors to perform the audit of the Company's financial statements for the year
2006. The estimated audit fees for the audit of the 2006 financial statements
are $55,000.

Squar Milnar Petersen Miranda and Williamson, L.L.P. ("Squar"), performed the
audit of the Company's financial statements for the year 2005 and 2004. All
audit and other services performed by PMB on behalf of the Company are or were
approved in advance by the Audit Committee, on a case-by-case basis.

AUDIT FEES. The aggregate fees billed by Squar for the audit of the Company's
annual consolidated financial statements for the year ended December 31, 2005
was $75,000; fees of an additional $45,000 were billed to the Company during
2006 in connection with Squar's review of interim financial statements in
connection with the Company's Quarterly Reports on Form 10-Q for this year. Such
fees represented 83% of the total fees for services rendered to the Company by
Squar during 2006.

AUDIT RELATED FEES. PMB had not billed any amount in fees for assurance or
related services to the Company in 2006, 2005 or 2004, respectively.

TAX FEES. The aggregate fees billed during 2006 for tax products and services
related to preparation of Company's tax returns provided by Squar, other than
those described in the foregoing paragraphs, was $10,500. Such fees represented
8% of the total fees for services rendered to the Company by Squar during 2006.

ALL OTHER FEES. During the year 2006, PMB did not bill the Company for any
amount other than those mentioned above.

The aggregate fees billed to the Company for all other services related to SEC
correspondences and reissuing audit certificate to be included in restated
annual report Form 10K/A rendered by Squar for the year ended December 31, 2005
was $14,500. Such fees represented 10% of the total fees for services rendered
to the Company by Squar during 2005.

The Company is not aware that any significant amount of the work done during the
course of the audits of the Company's 2006 and 2005 Financial Statements was
performed by persons other than full-time, permanent, employees of PMB and
Squar, respectively.


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<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.



Date:  JULY 27, 2007      by: /s/ Dean Weber
                      ------------------------------------------------
                      Dean Weber, President, Chief Executive Officer
                      (Principal Executive Officer),
                      interim Chief Financial Officer
                      (Principal accounting and financial officer)
                      and Chairman of the Board


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             President, Chief Executive Officer     JULY 27, 2007
---------------------      (Principal Executive Officer),
                           interim Chief Financial Officer
                           (Principal accounting and financial
                           officer) and Chairman of the Board


/s/ Rahoul Sharan          Director                               JULY 27, 2007
---------------------
Rahoul Sharan


/s/ Bradley J. Ammon       Director                               JULY 27, 2007
---------------------
Bradley J. Ammon



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