<PAGE>
================================================================================

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                           ----------------------------
                                   FORM 10-KSB

     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934


                   For the fiscal year ended December 31, 2001

                               Commission File No.
                                     1-11476

                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
           (Exact name of the registrant as specified in its charter)

California                                                      95-3977501
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                               One Franklin Plaza
                        Burlington, New Jersey 08016-4907
                                 (609) 386-2500

          (Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act:
 Title of each class:                            Name of each exchange on which
 -------------------                             ------------------------------
                                                          Registered:
                                                          ----------
 Common Stock $.001 par value                                None

Securities registered under Section 12(g) of the Exchange Act:
            None

       Check whether the issuer (l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
                                                                      ---  ---

       Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB X .
                                    ---

       Voice Powered Technology International, Inc.'s revenues for the year
ended December 31, 2000 were $19,998.

       As of March 25, 2002, there were 90,245,360 shares of Voice Powered
Technology International, Inc. Common Stock, $.001 par value, outstanding. The
aggregate market value of the issuer's Common Stock held by non-affiliates as of
March 20, 2001, based on the closing price on that date, was approximately
$32,000.

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes X No
                                                 ---  ---


================================================================================

<PAGE>


                                     PART I

--------------------------------------------------------------------------------
Except for the historical information contained herein, the matters discussed
throughout this report, including, but not limited to, those that are stated as
the Company's belief or expectation or preceded by the word "should" are forward
looking statements that involve risks to and uncertainties in the Company's
business, including, among other things, the Company's announcement that it has
discontinued its operations Effective March 31, 2001 and transferred the
inventory of its Voice Organizer products and certain rights related to the sale
of those products, and other risks and uncertainties that may be detailed from
time to time in the Company's reports filed with the Securities and Exchange
Commission.

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

Item 1.  Description of Business

     On March 20, 2001, the Company announced that it was discontinuing
operations because of the lack of the capital required to make necessary
revisions and updates to its Voice Organizer products for their continued
commercial resale. Effective March 31, 2001 the Company transferred the
remaining inventory of its Voice Organizer products and provided for the
transfer of certain rights related to the sale of those products, including
rights relating to its website, to an individual in return for consideration
approximating $75,000. The terms of this asset sale agreement call for the
payment of $35,000 currently and the payment of the remaining $40,000 in four
annual installments beginning on December 31, 2002. The current portion of the
receivable was recorded in accounts receivable and the balance in other assets
net of an allowance for uncollectablity. The Company received $25,000 due under
agreement in October 2001. When it began active operations in January 1990, the
Company focused on the development, marketing, and distribution of low-cost
voice recognition and voice activated products on a worldwide basis, both
directly and through licensing agreements. From January 1990 until July 1992,
the Company operated as a development stage enterprise.

General

     The Company's voice-recognition VoiceLogic(TM) Technology (the
"Technology"), which is now licensed from its major shareholder, Franklin
Electronic Publishers, Inc. ("Franklin), is fully developed but in very limited
commercial use. The Technology permits utilization of the human voice as a
replacement for manual controls, such as buttons, switches and dials, in
activating and controlling everyday consumer and business products and can
operate on microprocessors powered by penlight or nicad batteries. The
Technology has been included in several consumer-oriented products manufactured
for the Company under contract with third parties.

     In October 1993, the Company introduced its first voice-activated
electronic personal organizer. This product was the first personal organizer to
combine digital recording for data storage with voice recognition for easy input
and retrieval. The IQoVOICE(TM) Organizer was the Company's most successful
product. However, since the calendar quarter ended December 31, 1995, the
Company has sustained significant operating losses. These losses were the result
of multiple factors, including the unsuccessful introduction of new models of
the Company's IQoVOICE Organizer, failed launches of new products, increased
competition from lower priced digital recorders, and a general decline in
domestic retail sales of hand-held electronics.

     On September 22, 1997, the Company filed a voluntary petition for relief
with the United States Bankruptcy Court, Central District of California, under
the provisions of Chapter 11 of the Bankruptcy Code (the "Bankruptcy
Proceedings"). On January 21, 1998, the Company, in conjunction with Franklin,
the Company's largest secured creditor, filed a combined Amended Disclosure
Statement and Plan of Reorganization (the "Plan") with the Bankruptcy Court. The
Plan became effective on May 12, 1998 (the "Effective Date").

     In accordance with the Plan, on or about the Effective Date, the following
occurred: 1) the Company received a loan of $350,000 from Franklin (the "Plan
Loan") to create a fund dedicated to the payment of creditor claims and certain
administrative expenses (the Plan Loan accrues interest at 8% per annum, with
interest only payable in arrears on a monthly basis and principal due and
payable in a lump sum payment five years from the Effective Date); 2) the
500,000 shares of the Company's then outstanding convertible preferred stock,
owned by Franklin, were converted into 2,000,000 shares of the Company's common
stock; and 3) the Company's Articles of Incorporation were amended to, among
other things, increase the authorized shares of common stock to



<PAGE>

100,000,000. Pursuant to the Plan, Franklin was issued 72,196,288 shares of the
Company's common stock, equal to an 80% equity interest in the Company, in
exchange for Franklin's pre-petition secured claim of $1,733,990.

       Since the commencement of the Bankruptcy Proceedings, the Company
discontinued shipments of its IQoVOICE Organizer products to many of its major
domestic retail customers. For the years ended December 31, 1998, 1999 and 2000,
the Company's domestic business activities consisted of sales of IQoVOICE
Organizer products to smaller retailers and wholesale accounts and through
various direct marketing programs. In March 1998, the Company expanded its
international marketing activities of its IQoVOICE Organizer products as a
result of a television direct marketing campaign, which began in Mexico.

The Company has discontinued its operations.

       Effective March 31, 2001 the Company transferred the remaining inventory
of its Voice Organizer products and provided for the transfer of certain rights
related to the sale of those products, including rights relating to its website,
to an individual in return for consideration approximating $75,000. The terms of
this asset sale agreement call for the payment of $35,000 currently and the
payment of the remaining $40,000 in four annual installments beginning on
December 31, 2002. The current portion of the receivable was recorded in
accounts receivable and the balance in other assets net of an allowance for
uncollectablity. The Company received $25,000 due under agreement in October
2001.

                                  RISK FACTORS

The Company's majority stockholder has the ability to effectively control
substantially all actions taken by stockholders.

       Franklin owns 74,258,788 shares of the Company's common stock and
controls approximately 82.3% of the aggregate voting power of all outstanding
shares. Accordingly, Franklin can effectively control substantially all actions
taken by the Company's stockholders, including the election of directors. Such
concentration of ownership could also have the effect of delaying, deterring or
preventing a change in control of the Company that might otherwise be beneficial
to stockholders and may also discourage acquisition bids for the Company and
limit the amount certain investors may be willing to pay for shares of the
common stock.

The price of the Company's common stock has been volatile and could continue to
fluctuate in the future.

       The market price for shares of the Company's common stock has been
volatile and has fluctuated substantially. Broad market fluctuations, general
economic and political conditions and the discontinuance of the Company's
operations may also adversely affect the market price of the common stock.

A third party claims that the Company infringes on its intellectual property
rights.

       The Company has received a notice from a third party which alleges that
the Company's products infringe on the proprietary rights of such third party,
but no legal proceedings have been commenced. There can be no assurance that
proceedings claiming infringement by the Company with respect to its past,
current or future activities will not be initiated by that third party or
others. If such proceedings are initiated and the Company is unsuccessful in
defending such proceedings, there could be a material adverse effect on the
Company's business.

The Company does not anticipate paying cash dividends on its common stock.

       The Company does not anticipate paying any cash dividends on the common
stock in the foreseeable future.

The VoiceLogic Technology

       The Technology is proprietary technology which, since May 1997, has been
licensed by the Company from Franklin. In February 1996, the Company acquired
from the inventor of the Technology all right, title, interest, and any future
improvements in and to the Technology, subject to payment of ongoing royalties.
In May 1997, in

                                        2

<PAGE>

conjunction with an omnibus transaction with Franklin which also included the
sale of a portion of the Company's product line, licensing of the Company's
patent, and financing, the Company assigned ownership of the Technology to
Franklin and Franklin granted back to the Company a non-exclusive license for
the Technology. The Technology is speaker-dependent technology, which, though
requiring training, is adaptable for use in any language.

       Effective March 31, 2001 the Company transferred the remaining inventory
of its Voice Organizer products and provided for the transfer of certain rights
related to the sale of those products, including rights relating to its website,
to an individual in return for consideration approximating $75,000. The terms of
this asset sale agreement call for the payment of $35,000 currently and the
payment of the remaining $40,000 over four annual installments beginning on
December 31, 2002. The current portion of the receivable was recorded in
accounts receivable and the balance in other assets net of an allowance for
uncollectablity. The Company received $25,000 due under agreement in October
2001.

Patents and Copyrights

       Prior to February 1996, the Company was the licensee under three license
agreements with respect to the Technology, which together aggregated the
foundation of the Company's exclusive rights to the Technology. One of the
license agreements was with the original inventor ("Inventor") of the
Technology, who was also a director of the Company through May 1998. The other
two license agreements were with a company to whom the Inventor had assigned
certain rights with respect to the Technology. These agreements also had annual
minimum royalties payable by the Company to retain exclusivity which varied
depending upon the agreement and the product category.

       In February 1996, the Company entered into a new agreement with the
Inventor which effectively replaced the three prior licensing agreements, the
result of which was that the Company acquired all right, title, interest, and
any future improvements in and to the Technology, inclusive of an assignment of
all intellectual property rights associated with the Technology. Under the
Technology Transfer Agreement the Company transferred to Franklin certain rights
evidenced by patent and copyright, and assigned certain rights to the VoiceLogic
Technology in exchange for a non-refundable royalty advance, with Franklin
granting back to the Company a non-exclusive license to the Technology to
utilize in Voice Organizer products with recording times in excess of four
minutes in duration, as well as to use and/or sublicense the Technology in any
other product category. With respect to the annual minimum royalty due the
Inventor by Franklin, the Company was obligated to Franklin for the $60,000 per
year less royalties due and payable to the Inventor by Franklin. The Company has
been unable to make royalty payments to Franklin as required under the
Technology Transfer Agreement. Franklin has amended the agreement with the
Inventor to eliminate the annual minimum royalty commitment, but in
consideration therefor the Company agreed to increase the royalty rate payable
to the Inventor.

       The Company has a trademark registration in the United States on the mark
IQ Voice.

       The Company has been granted a United States patent related to the
functionality of the Company's Voice Organizer. No assurance can be made that
the patent issued will provide significant proprietary protection or will not be
circumvented or invalidated. Additionally, since issuance of a patent does not
guarantee the right to practice the claimed invention, there can be no assurance
that others will not obtain patents that the Company would need to license or
design around in order to practice its patented technologies, or that licenses
that might be required to practice these technologies due to patents of others
would be available on reasonable terms. Further, there can be no assurance that
any unpatented manufacture, use, or sale of the Company's Technology, processes,
or products will not infringe on patents or proprietary rights of others. The
Company also relies on trade secret laws for the protection of its intellectual
property, and there can be no assurance that others will not independently
develop substantially equivalent proprietary information and techniques or
otherwise gain access to the Company's trade secrets or disclose such
technology, or that the Company can meaningfully protect its rights to
unpatented trade secrets.

       No assurance can be given that the Company's manufacture, use, or sale of
its products will not result in challenges from other third parties claiming
patents, copyrights or other rights to such products or parts thereof in the
future. The Company has received notice from the holder of U.S. Patent 5,696,496
entitled "Portable Messaging and Scheduling Device with Homebase Station"
stating that the holder had filed suit alleging infringement of that patent in
December 1999 in United States District Court for the District of Massachusetts
(Civil Action No. 99-CV

                                       3


<PAGE>

12468) against certain companies (not including the Company) and alleging that
certain of the Company's Voice Organizer products may also infringe that
patent. No assurance can be given with respect to that patent.

       Given the fact that the Company has assigned its rights in the Technology
to Franklin, the Company has no continuing rights to control the disposition of
the Technology. The Company is in default of the Technology Transfer Agreement
under which it was licensed by Franklin to develop, manufacture, sell and
distribute Voice Organizer products.

Employees

       Since August 1, 1999, the Company has not employed any persons. The
Company entered into a contract with Franklin for Franklin to provide the
Company with warehousing, distribution, financial and manufacturing management
services. The executive officers of the Company are employees of Franklin and
are not paid any amounts by the Company in connection with the services
performed for the Company.

Research and Development Costs

       Upon commencement of the Bankruptcy Proceedings, the Company suspended
development of new products. Subsequent to the Effective Date, the Company
resumed limited development activities related to potential improvements to its
IQ?VOICE Organizer products and the VoiceLogic Technology. In August 1999, the
Company curtailed all such development activities. The Company had no Research
and development expenses for the years ended December 31, 2000 and 2001.

Certain Transactions

       On August 1, 1999, the Company entered into a Fulfillment Services
Agreement with Web-Ideals, LLC ("Ideals") pursuant to which Ideals provided the
Company with order entry, order processing, technical support, distribution,
inventory management and web hosting services. Mitchell B. Rubin, the Company's
former President, is an executive officer of Ideals. This agreement was
terminated in January 2001.

       In addition, the Company subleased to Ideals approximately 6,175 square
feet of office space in Simi Valley, California. This sublease ended in April
2001.

Item 2.  Description of Property

       In August 1999, the Company's operations were relocated to Franklin's
facility in Burlington, New Jersey.

Item 3.  Legal Proceedings

       The Company has received notice from the holder of U.S. Patent 5,696,496
entitled "Portable Messaging and Scheduling Device with Homebase Station"
stating that the holder had filed suit alleging infringement of that patent in
December 1999 in United States District Court for the District of Massachusetts
(Civil Action No. 99-CV-12468) against certain companies (not including the
Company) and alleging that certain of the Company's Voice Organizer products may
also infringe that patent. No assurance can be given with respect to that
patent.

Item 4.  Submission of Matters to a Vote of Security Holders - None

                                     PART II

Item 5.  Market for Common Equity and Related Stockholders Matters

       The Company's Common Stock, "VPTI," is quoted on the OTC Bulletin Board.
The following table sets forth, for the periods indicated, the high and low
closing bid prices for the Company's Common Stock on the OTC Bulletin Board, for
the quarters presented. Bid prices represent inter-dealer quotations without
adjustments for markups, markdowns, and commissions, and may not represent
actual transactions.

                                       4

<PAGE>

<TABLE>
<CAPTION>
                                    Bid Prices
                                    ----------
                                        High           Low
                                        ---            ---
           <S>                          <C>            <C>
      Calendar 2000
      -------------

      First Quarter                      .80           .03
      Second Quarter                     .36           .05
      Third Quarter                      .09           .05
      Fourth Quarter                     .06           .015

      Calendar 2001
      -------------

      First Quarter                      .03           .001
      Second Quarter                     .01           .001
      Third Quarter                      .01           .001
      Fourth Quarter                     .03           .001

</TABLE>

     At March 25, 2001, there were 90,245,360 shares of Common Stock
outstanding, which were held by approximately 631 shareholders of record.
Franklin owns 74,258,788 shares of the Common Stock.

     The Company has never paid any dividends to its common stock shareholders.
Effective March 31, 2001 the Company transferred the remaining inventory of its
Voice Organizer products and provided for the transfer of certain rights related
to the sale of those products, including rights relating to its website in
return for consideration of approximately $75,000. Accordingly, the Company does
not intend to pay or declare any future cash dividends or special payments of
cash, stock or to make any other distributions.

Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Overview

     On May 14, 1999, the Company announced its intention to close its facility
in Simi Valley, California. As of July 31, 1999, the Company relocated to, and
entered into a contract with, Franklin Electronic Publishers, Inc. in
Burlington, New Jersey for Franklin to provide the Company with warehousing,
distribution, financial and manufacturing management services. As of March 31,
1999, the Company had recorded a reserve in the amount of $150,000 related to
the costs associated with the closure of the California facility, inclusive of
severance for employees, moving costs and other expenses. The Company expected
this decision to result in cost savings with respect to managing the Company's
operations. On March 20, 2001, the Company announced it was discontinuing
operations because of the lack of capital required to make necessary revisions
and updates to its products for their continued commercial resale. Effective
March 31, 2001 the Company transferred the remaining inventory of its Voice
Organizer products and provided for the transfer of certain rights related to
the sale of those products, including rights relating to its website, to an
individual in return for consideration approximating $75,000. The terms of this
asset sale agreement call for the payment of $35,000 currently and the payment
of the remaining $40,000 in four annual installments beginning on December 31,
2002. The current portion of the receivable was recorded in accounts receivable
and the balance in other assets net of an allowance for uncollectablity. The
Company received $25,000 due under agreement in October 2001.



                                      5

<PAGE>

Results of Operations

     Sales for the year ended December 31, 2001 were $20,000, a decrease of
$369,000, or approximately 95%, from sales of $389,000 in the prior year as the
Company discontinued operations in March 2001.

     Cost of Goods Sold decreased from $358,000, or 92% of sales for the year
ended December 31, 2000 to $9,000, or 44% of sales in the current year. Gross
profits for the years ended December 31, 2000 and 2001 were $31,000 (8%) and
$11,000 (56%), respectively. The lower gross profit margins in the prior year is
primarily the result of provisions of $115,000 for slow-moving and obsolete
inventory.

     Total operating costs for the twelve months ended December 31, 2001
decreased by $260,000 to $132,000 compared with $392,000 in the prior year. The
year-to-year reduction in operating expense is a result of the Company
discontinuing its operations in March 2001.

     Other income (expense), primarily relating to interest expense, was
($38,000) and ($34,000) for the twelve months ended December 31, 2001 and 2000
respectively.

     The Company's net loss for the year ended December 31, 2001 decreased to
$159,000 from $395,000 in the prior year.

     The following table summarizes the Company's historical results of
operations as a percentage of sales for the calendar year ended December 31,
2000 and the calendar year ended December 31, 1999.
<TABLE>
<CAPTION>

                                                           For the year ended      For the year ended
                                                           December 31, 2001       December 31, 2000
                                                           -------------------     -------------------
<S>                                                             <C>                         <C>
Net Sales                                                           100.0%                   100.0%

Costs and expenses

            Cost of goods sold                                       43.6%                    92.0%
            Marketing                                                 7.5%                    19.5%
            General and administrative                              653.3%                    79.9%
            Research and development                                  -                        -
            Warehouse                                                 -                        1.3%
            Relocation expense                                        -                        -
                                                           ---------------          ---------------
                    Total costs and expenses                        704.3%                   192.8%

Operating loss                                                     -604.3%                   -92.8%

Other expense                                                      -189.2%                    -8.7%

Net income (Loss)                                                  -793.5%                  -101.5%
                                                           ===============          ===============
</TABLE>

Liquidity

     At the commencement of the Bankruptcy Proceedings in 1997, the Company
entered into a revolving $400,000 Loan and Security Agreement with Franklin
collateralized by all of the assets of the Company. This loan was due and
payable on the Effective Date. The agreement carried an interest rate of 12% per
annum on the average daily balance. The December 31, 1997 balance of $185,000
was the highest balance during 1997, and said amount was in excess of the
borrowings allowed under the terms of the agreement. As of the Effective Date,
the Company renegotiated the terms of its post petition, secured revolving Loan
and Security Agreement with Franklin. As of the Effective Date, the Company had
borrowed $250,000 in accordance with the terms of the prior agreement. Under the
terms of the new agreement (the "Revolving Loan"), entered into as of the
Effective Date, interest


                                       6


<PAGE>

accrues at 8% per annum payable monthly in arrears and with the principal
balance payable in two installments; 1) $50,000 on or before May 12, 1999; and
2) the balance in a lump sum payment five years from the Effective Date, which
is May 12, 2003. As of December 31, 2001, the principal balance due on this loan
was $270,000.

     In accordance with the Plan, on the Effective Date the Company received a
loan of $350,000 from Franklin (the "Plan Loan") to create a fund to be
dedicated to the payment of creditor claims and certain administrative expenses
of the Bankruptcy Proceedings. The Plan Loan accrues interest at 8% per annum,
with interest only payable in arrears on a monthly basis, with principal all due
and payable in a lump sum payment five years from the Effective Date which is
May 12, 2003. As discussed above, the Company was to have made a principal
payment of $50,000 to Franklin on or before May 12, 1999. As the Company was
unable make this payment, the Company is in default on its loans from Franklin
and the entire balance of the loans has been classified as a current obligation
on the Company's December 31, 2001 balance sheet.

     As of December 31, 2001, amounts due Franklin included the loans discussed
above of $620,000, inventory purchased from Franklin in 1998 for resale in the
amount of $457,088, royalties of $152,175, accrued interest of $194,422 and net
expenses paid by Franklin on the Company's behalf of approximately $486,607.

     As of December 31, 2001, the Company had an accumulated deficit of
$1,927,000 and negative working capital of $1,863,000. As of the Effective Date,
the Company became an 82% controlled subsidiary of Franklin, and therefore
subject to Franklin's direction and discretion regarding future business
activities. On March 20, 2001, the Company announced that it was discontinuing
operations because of the lack of capital required to make necessary revisions
and updates to its products for their continued commercial resale. Effective
March 31, 2001 the Company transferred the remaining inventory of its Voice
Organizer products and provided for the transfer of certain rights related to
the sale of those products, including rights relating to its website, to an
individual in return for consideration approximating $75,000. The terms of this
asset sale agreement call for the payment of $35,000 currently and the payment
of the remaining $40,000 in four annual installments beginning on December 31,
2002. The current portion of the receivable was recorded in accounts receivable
and the balance in other assets net of an allowance for uncollectablity. The
Company received $25,000 due under agreement in October 2001.



                                       7


<PAGE>

 Item 7. Financial Statements

                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.

                          INDEX TO FINANCIAL STATEMENTS

          Report of Independent Certified Public Accountants                  9

          Statements of Operations for the years ended
          December 31, 2000 and 2001                                          10

          Balance Sheet at December 31, 2001                                  11

          Statements of Cash Flows for the years ended
          December 31, 2000 and 2001                                          12

          Statements of Stockholders' Equity (Deficit)
          for the years ended December 31, 2000 and 2001                      13

          Summary of Significant Accounting Policies                          14

          Notes to the Financial Statements                                   16




                                       8

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
Voice Powered Technology International, Inc.

We have audited the accompanying balance sheets of Voice Powered Technology
International, Inc. (the "Company") as of December 31, 2001 and 2000, and the
related statements of operations, stockholders' deficit and cash flows for each
of two years 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the 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. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2001 and 2000 and the results of its operations and cash flows for each of the
two years then ended in conformity with accounting principles generally accepted
in the United States.



                                    /s/ RADIN, GLASS & CO., LLP
                                     Certified Public Accountants


New York, New York
March 15, 2002



                                       9

<PAGE>

                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                             STATEMENT OF OPERATIONS

                      (in thousands, except for share data)
<TABLE>
<CAPTION>


                                                                      For the year ended
                                                           December 31, 2001       December 31, 2000
                                                        ----------------------   --------------------
<S>                                                           <C>                        <C>

Net sales                                               $            20          $           389
                                                        -----------------------  --------------------
Costs and expenses

            Cost of goods sold                                        9                      358
            Marketing                                                 1                       76
            General and administrative                              131                      311
            Warehouse                                                 -                        5
                                                        -----------------------  --------------------
                    Total costs and expenses                        141                      750
                                                        -----------------------  --------------------
Operating loss                                                     (121)                    (361)

Other expense

            Interest Expense, net                                   (49)                     (51)
            Other                                                    11                       17
                                                        -----------------------  --------------------
Net income (Loss)                                       $          (159)         $          (395)
                                                        =======================  ====================
Net Income (loss) per share                             $             -          $             -
                                                        -----------------------  --------------------
Weighted average common shares outstanding                   90,245,360               90,245,360
                                                        =======================  ====================
</TABLE>

        See accompanying summary of accounting policies and the notes to
                              financial statements.

                                       10

<PAGE>

                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                                  BALANCE SHEET
                      (in thousands, except for share data)

                                                             December 31, 2001
                                                             -----------------

Assets
------
Current assets

       Cash                                                 $          36
       Receivables                                                     19
                                                            -------------------
                 Total current assets                                  50

Property and equipment

       Equipment                                                      190
       Less accumulated depreciation                                  190
                                                            -------------------
Net property and equipment                                              -
                                                            -------------------

Other assets                                                           21

                 Total assets                               $          76
                                                            ===================

Liabilities and Stockholder's Equity
------------------------------------
Current liabilities

       Loans payable (Note 4) - Franklin                    $         620
       Accounts payable                                                 3
       Accounts payable and accrued expenses - Franklin             1,290
                                                            -------------------
                Total current liabilities                           1,913
                                                            -------------------

Stockholders' Equity (deficit)
Common stock, $.001 stated value - 100,000,000 shares
authorized; 90,245,360 shares issued and outstanding                   90
       Accumulated deficit                                         (1,927)
                                                            ===================
            Total stockholders' equity (deficit)                   (1,837)
                                                            -------------------

Total liabilities and stockholders' equity (deficit)        $          76
                                                            ===================



        See accompanying summary of accounting policies and the notes to
                              financial statements.


                                          11

<PAGE>

                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                             STATEMENT OF CASH FLOWS

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                     For the year ended
                                                                           December 31, 2000     December 31, 2000
                                                                           -----------------     -----------------
<S>                                                                               <C>                        <C>
Increase (Decrease) in Cash and Cash Equivalents
Cash flows from operating activities:
        Net loss                                                                $   (159)        $        (395)
        Adjustments to reconcile net loss to net cash
        provided by (used in) operating activities:
              Depreciation and amortization                                            -                     2
              Gain on sale of assets                                                 (11)                    -
        Changes in operating assets and liabilities:

              (Increase) decrease in receivables                                       5                    31
              (Increase) decrease in inventory                                         9                    83
              Decrease in other assets                                                 -                     -
              Increase (decrease) in accounts payable                                156                   177
              Increase (decrease) in accrued expenses                                  -                   (21)
                                                                                -----------      --------------

                   Net cash provided by (used in) operating activities                 -                  (123)

Cash flows from investing activities
        Sale of assets                                                                25                     -
                                                                                ----------       --------------
                   Net cash provided by investing activities                          25                     -

Net increase (decrease) in cash and cash equivalents                                  25                  (123)

Cash and cash equivalents at the beginning of the period                              11                   134
                                                                                -----------      --------------
Cash and cash equivalents at the end of the period                              $     36         $          11
                                                                                ============     ==============
</TABLE>

        See accompanying summary of accounting policies and the notes to
                              financial statements.


                                       12

<PAGE>

                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 For the years ended December 31, 2000 and 2001
                      (in thousands, except for share data)
<TABLE>
<CAPTION>



                                    Preferred Stock            Common Stock
                                ----------------------  -----------------------      Additional                  Stockholders'
                                                                                      Paid In     Accumulated       Equity
                                  Shares      Amount       Shares        Amount       Capital        Deficit       (Deficit)
                                  ------      ------       ------       -------    ------------   -----------    -------------
<S>                                 <C>         <C>          <C>           <C>          <C>            <C>            <C>
Balance December 31, 1999            0           0        90,245,360       $90            0       $  (1,373)      $  (1,283)
Net loss                                                                                               (395)           (395)
                                  ------      ------      ----------       ----    ------------     ---------     ----------
Balance December 31, 2000            0           0        90,245,360       $90            0          (1,768)         (1,678)
Net loss                                                                                               (159)           (159)
                                  ------      ------      ----------       ----    ------------     ---------     ----------
Balance December 31, 2001            0           0        90,245,360       $90            0         $(1,927)      $  (1,837)
                                  =======     ======      ===========   =======    ============   ============   ============
</TABLE>










                                       13





<PAGE>

                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reorganization and Basis of Presentation

       On September 22, 1997, the Company filed a petition for relief with the
United States Bankruptcy Court, Central District of California, under the
provisions of Chapter 11 of the Bankruptcy Code. From September 1997 through May
12, 1998, the Company operated as a "Debtor-In-Possession" under such code. As
of May 12, 1998, in accordance with AICPA Statement of Position 90-7 "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code", the Company
adopted "fresh-start reporting" and has reflected the effects of such adoption
in the financial statements as of May 12, 1998. There was no change to the
carrying value of the assets or liabilities as a result of the adoption of fresh
start reporting; however, the balance of the deficit was offset against paid in
capital, to the extent available.

Revenue Recognition

       The Company recognizes revenue upon shipment of product.

Cash and Cash Equivalents

       The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

Property and Equipment

       Property and equipment are stated at cost and are depreciated on a
straight-line basis using estimated useful lives which range from 2-7 years.

Patents and Technology Rights

       Patents and technology rights are expensed when management believes they
provide no future benefit.

Loss Per Share

       Loss per share is based on the weighted average number of common shares
outstanding during each period presented. There were no outstanding stock
options or warrants for the year ended December 31, 2000.

Income Taxes

     The Company utilizes Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS No. 109). This standard employs an asset and
liability approach in accounting for income taxes, the objective of which is to
recognize the amount of current and deferred taxes payable or receivable at the
date of the financial statements using the provisions of enacted tax laws.

Accounting Estimates

       The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues,
and expenses at the date that the financial statements are prepared. Actual
results could differ from those estimates.

                                       14

<PAGE>

Fair Value of Financial Instruments

       The carrying values of cash, cash equivalents, restricted cash, accounts
receivable, accounts payable, and loan payable approximate their fair values
because of the short maturity of these instruments.

Recent Accounting Pronouncements

In June 1998, the Financial accounting Standards Board ("FASB"), issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities", which requires that all
derivative financial instruments be recognized as either assets or liabilities
in the balance sheet. SFAS No. 133, which was effective for the first quarter of
2001, has not had a material impact on the Company's results of operations,
financial position or cash flows.

 In July 2001, FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. SFAS No. 142 requires the use of a
non-amortization approach to account for purchased goodwill and certain
intangibles, effective January 1, 2002. The Company does not believe that the
adoption of these pronouncements will have a material impact on its financial
statements.

 FASB also recently issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" and SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." SFAS No. 143 requires the recognition of a liability for the
estimated cost of disposal as part of the initial cost of a long-lived asset.
SFAS No. 144 supersedes SFAS No. 121 to supply a single accounting approach for
measuring impairment of long-lived assets, including segment of a business
accounted for as a discontinued operation or those to be sold or disposed of
other than by sale. The Company believes that adopting these pronouncements will
not have a material impact on its financial statements.

                                       15

<PAGE>

                        Notes to the Financial Statements

1.  Business

       Voice Powered Technology International, Inc. (the "Company"),
incorporated in California in June 1985, began active operations in January
1990. The Company was formed to develop, market, and distribute low-cost voice
recognition and voice activated products on a worldwide basis, both directly and
through licensing agreements. From January 1990 until July 1992, the Company
operated as a development stage enterprise.

       On March 20, 2001, the Company announced that is was discontinuing
operations because of lack of capital required to make necessary revisions and
updates to its Voice Organizer products for their continued commercial resale.
Effective March 31, 2001 the Company transferred the remaining inventory of its
Voice Organizer products and provided for the transfer of certain rights related
to the sale of those products, including rights relating to its website, to an
individual in return for consideration approximating $75,000. The terms of this
asset sale agreement call for the payment of $35,000 currently and the payment
of the remaining $40,000 over four annual installments beginning on December 31,
2002. The current portion of the receivable was recorded in accounts receivable
and the balance in other assets net of an allowance for uncollectablity. The
Company received $25,000 due under agreement in October 2001.

       The Company does not use business line reporting in its internal
financial reporting.

2.  Petition for Relief Under Chapter 11

       On September 22, 1997, the Company filed a voluntary petition for relief
with the United States Bankruptcy Court, Central District of California
("Court"), under the provisions of Chapter 11 of the Bankruptcy Code. On January
21, 1998, the Company, in conjunction with Franklin Electronic Publishers, Inc.
("Franklin"), the Company's largest secured creditor, filed a combined Amended
Disclosure Statement and Plan of Reorganization (the "Plan") with the Bankruptcy
Court which became effective on May 12, 1998 (the "Effective Date"). The Plan
included a significant reduction of the Company's pre-petition obligations, in
addition to Franklin's waiving its pre-petition secured claim in the amount of
$1,733,990 in exchange for an additional 80% interest in the equity of the
Company.

       In accordance with the Plan, on or about May 12, 1998, the following
occurred: 1) the Company received a loan of $350,000 from Franklin (the "Plan
Loan") to create a fund to be dedicated to the payment of creditor claims and
certain administrative expenses (Note 6); 2) the 500,000 shares of outstanding
convertible preferred stock of the Company was converted into 2,000,000 shares
of the Company's common stock (Note 11(c)); and 3) the Company's Articles of
Incorporation were amended to, among other things, increase the authorized
shares of common stock to 100,000,000. Pursuant to the Plan, Franklin was issued
72,196,288 shares of the Company's common stock, which equated to an additional
80% equity interest in the Company in exchange for Franklin's pre-petition
secured claim in the amount of $1,733,990.

3.  Pre-Petition Agreements with Franklin Electronic Publishers, Inc.

       In May 1997, the Company consummated a transaction involving two
agreements with Franklin. The first agreement was a Purchase and Loan Agreement
in which the two companies entered into the following transactions: 1) The
Company transferred and sold to Franklin for $450,000 in cash its inventory,
rights to work in process, manufacturing assets, marketing assets, and software
and hardware design assets for the Company's IQoVOICE(TM) Organizer Models 5150
and 5160 (IQoVOICE Pocket Organizers); 2) the Company sold to Franklin for
$150,000 in cash 2,000,000 shares of the Company's common stock, par value $.001
per share, representing the approximate market price of the Company's common
stock at the time of the transaction; and 3) Franklin loaned the Company cash
equal to $1,200,000, in addition to $500,000 plus accrued interest previously
loaned to the Company in the first quarter of 1997, and restructured the
previous payment terms into a new $1,708,750 promissory note, collateralized by
the assets of the Company, with an interest rate of 10% per year. The second
agreement was a Technology Transfer Agreement in which the two companies entered
into the following transactions: 1) the Company granted to Franklin a
non-exclusive perpetual license for technology rights evidenced by the Company's
patent related to

                                       16


<PAGE>

operation of Voice Organizer products as well as other technology and software
developed by the Company for a non-refundable advance royalty of $700,000; and
2) the Company assigned the rights to the VoiceLogic(TM) Technology to Franklin,
and Franklin granted back to the Company a non-exclusive perpetual license of
the VoiceLogic Technology, including the right to sublicense, for the
development, manufacture, sale and distribution of Voice Organizer products with
recording times in excess of four minutes and any other electronic products that
are not Voice Organizers, subject to the Company's remaining obligated to pay
royalties to Franklin at the same rates for which the Company was obligated to
the inventor of the VoiceLogic Technology prior to its assignment to Franklin.
As a result of the completion of these transactions, the Company recognized
$141,527 as a gain on the sale of assets, and $700,000 as income from the sale
of the technology license.

4.  Loans Payable

       As of September 22, 1997, in conjunction with the commencement of the
Bankruptcy Proceedings, the Company entered into a revolving $400,000 Loan and
Security Agreement with Franklin collateralized by all of the assets of the
Company. This loan was due and payable on the Effective Date. The agreement
carried an interest rate of 12% per annum on the average daily balance. The
December 31, 1997 balance of $185,000 was the highest balance during 1997, and
said amount was in excess of the borrowings allowed under the terms of the
agreement. As of the Effective Date, the Company renegotiated the terms of its
post petition, secured revolving Loan and Security Agreement with Franklin. As
of the Effective Date, the Company had borrowed $250,000 in accordance with the
terms of the prior agreement. Under the terms of the new agreement (the
"Revolving Loan"), entered into as of the Effective Date, interest accrues at 8%
per annum payable monthly in arrears and with the principal balance payable in
two installments; 1) $50,000 on or before May 12, 1999 and; 2) the balance in a
lump sum payment five years from the Effective Date, which is May 12, 2003. As
of December 31, 2001, the principal balance due on this loan was $270,000.

       In accordance with the Plan, on the Effective Date the Company received a
loan of $350,000 from Franklin (the "Plan Loan") to create a fund to be
dedicated to the payment of creditor claims and certain administrative expenses
of the Bankruptcy Proceedings. The Plan Loan accrues interest at 8% per annum,
with interest only payable in arrears on a monthly basis, with principal all due
and payable in a lump sum payment five years from the Effective Date which is
May 12, 2003. As discussed above, the Company was to have made a principal
payment of $50,000 to Franklin on or before May 12, 1999. As the Company was
unable to make this payment, the Company is in default on its loans from
Franklin and the entire balance of the loans has been classified as a current
obligation on the Company's December 31, 2001 balance sheet.

5.  Capital Stock

    Stock issuance

       In May 1998, in accordance with the Plan of Reorganization, the Company's
Articles of Incorporation were amended to increase, among other things, the
authorized shares of common stock to 100,000,000. Pursuant to the Plan, Franklin
was issued 72,196,288 shares of the Company's common stock, which equated to an
additional 80% equity interest in the Company in exchange for Franklin's
pre-petition secured claim in the amount of $1,733,990.

       In April 1999, Franklin purchased 62,500 shares of the Company's common
stock at market value, $.027 per share, from its then president.

6.  Major Customers and International Sales

       For the year ended December 31, 2000, the Company had sales to three
international customers of $103,000, $61,000 and $59,000 representing 26%, 16%
and 15% of the Company's sales for this period, respectively.

       For the year ended December 31, 2000, the Company's international sales
totaled $223,000 or 57% of total sales. Inasmuch as all international sales are
in US dollars, the Company does not incur any gains or losses on foreign
currency fluctuations. Further, the Company does not maintain any material
inventory or other assets in

                                       17


<PAGE>

foreign countries and requires payment at the time of sale on the majority of
export sales. Accordingly, there are no material identifiable assets
attributable to international sales activities.

7.  Supplemental Cash Flow Information

       For the years ended December 31, 2000 and 2001, interest expense due
Franklin totaling $49,600 and $49,600, respectively, was accrued and unpaid.

8.  Income Taxes

       Unused net operating losses of approximately $27,000,000 are available as
of December 31, 2001 to offset future years' federal taxable income, and expire
through 2012. Unused California net operating losses of approximately
$12,000,000 are available as of December 31, 2001 to offset future years'
California taxable income and expire through 2002. Under federal tax law IRC
Section 382, certain significant changes in ownership of the Company may
restrict future utilization of these carry-forwards. However, pursuant to
Internal Revenue Code Section 382(1)(5), which relates to net operating losses
of companies in bankruptcy, the acquisition by Franklin (Notes 2 and 3) is not
treated as a change of ownership. In the event the loss carry-forwards are fully
utilizable, the Company has a deferred tax asset of approximately $10,000,000 as
of December 31, 2001. In addition, the Company has research and development tax
credits of approximately $250,000 and $123,000 for Federal and California tax
purposes respectively. They will begin to expire in 2007. The Company has a
valuation allowance equal to, and which offsets, the net deferred tax asset as
the Company cannot conclude that it is more likely than not the net deferred tax
asset will be realized.

9.  Related Party Transactions

       During 2001, the Company incurred interest expense due Franklin in the
amount of $49,600. As of December 31, 2001, amounts due Franklin included loans
of $620,000, inventory purchased from Franklin in 1998 for resale in the amount
of $457,088, royalties of $152,175, accrued interest of $194,422 and net
expenses paid by Franklin on the Company's behalf of approximately $486,607.

                                       18


<PAGE>

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

       The following table sets forth certain information regarding the
Company's directors and executive officers.

<TABLE>
<CAPTION>
                                                                                               Year
                                                                                             Became a
Name                                Principal Occupation                    Age              Director
----                                --------------------                    ---              --------
<S>                                 <C>                                    <C>               <C>

Barry J. Lipsky                     President and Chief Operating           51                1998
                                    Officer of Franklin

Gregory J. Winsky                   Executive Vice President                52                1998
                                    of Franklin

Arnold D. Levitt                    Senior Vice President and Chief         64                2000
                                    Financial Officer of Franklin

Edward H. Cohen                     Partner, Rosenman & Colin LLP           63                2000
</TABLE>

       No family relationship exists between any director and executive officer
of the Company.

       Mr. Lipsky is, and for the past six years has been, an executive officer
of Franklin, a designer and developer of handheld electronic information
products. Since 1999, he has been President and Chief Operating  Officer of
Franklin. Mr. Lipsky is the Vice President and Secretary of the Company.

       Mr. Winsky is, and for more than the past six years has been, an
executive officer and general counsel of Franklin. Mr. Winsky is the Chairman
and Chief Executive Officer of the Company.

       Mr. Levitt has been the Chief Financial Officer of Franklin since May
1999. Mr. Levitt has been engaged in consulting as a chief financial officer or
senior business adviser for companies in a variety of industries since 1996.
Prior to these consulting arrangements, Mr. Levitt was Executive Vice President
and Chief Operating Officer of Wico Gaming Supply Corp. Mr. Levitt has owned or
was employed as a chief financial officer of a number of companies and also
worked in public accounting.

       Mr. Cohen is, and for more than the past six years has been, a partner
in the New York City law firm of Rosenman & Colin LLP. Mr. Cohen is a director
of Franklin,  Phillips-Van  Heusen  Corporation, a manufacturer and marketer of
apparel and footwear, Levcor International, Inc., a converter of textiles for
sale to domestic apparel manufacturers, and Merrimac Industries, Inc., a
manufacturer of passive R.F. and microwave components for industry, government
and science.

Item 10.  Executive Compensation

       Gregory J. Winsky, the Company's Chief Executive Officer since September
1998, has never received any compensation from the Company or any of its
subsidiaries. Mr. Winsky was not employed by the Company prior to May 1998. No
compensation was paid during the last fiscal year.

       No bonuses, other annual compensation, stock appreciation rights,
long-term compensation awards, long-term incentive plan payouts or other
compensation (as defined in the proxy regulations of the Securities and Exchange
Commission) were awarded to, earned by, or paid to the Chief Executive Officer
during any of the Company's last two fiscal years.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

       The following table sets forth certain information regarding the
ownership of the Company's common stock as of March 20, 2002 by the only person
known by the Company to be the beneficial owner of more than five

                                       19


<PAGE>

percent of the Company's common stock. None of the directors or executive
officers of the Company own any shares of the Company's common stock. Franklin
has sole voting and investment power with respect to the shares listed as
beneficially owned by it.

<TABLE>
<CAPTION>
                                                                                 Amount
         Name and Address of                                                   Beneficially           Percent of
          Beneficial Owner                                                       Owned                 Class
        --------------------                                                   ------------           -----------
        <S>                                                                     <C>                    <C>

        Franklin Electronic Publishers, Incorporated. . . . . . . . . . . . . .  74,258,788             82.3%
                  One Franklin Plaza
                  Burlington, New Jersey 08016
</TABLE>

       Based upon a review of the filings furnished to the Company pursuant to
Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 and on
representations from its executive officers and directors and Franklin, all
filing requirements of Section 16(a) of said Act were complied with in a timely
manner during 2001.

Item 12.  Certain Relationships and Related Transactions
       The Company has engaged in various transactions with Franklin. Such
transactions are more fully described elsewhere in this Form 10-KSB.

Item 13. Exhibits and Reports on Form 8-K
(a)   Exhibits: See Exhibit Index
(b)   Reports on Form 8-K. On December 13, 2000, the Company filed a report on
      Form 8-K.


                                       20

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


Exhibit Number            Description
--------------            ------------
<S>                       <C>

*3(a)                     Articles of Incorporation, as amended
3(aa)                     Certificate of Amendment of Articles of Incorporation dated May 12, 1998
*3(b)                     Bylaws, as amended
*4(c)                     Specimen of Common Stock Certificate of Registrant
*10(h)                    Leases for Canoga Park, California
*10(hh)                   Additional Leases for Canoga Park, California
**10(hhh)                 Additional Leases for Canoga Park and Chatsworth, California
***10(hhhh)               Lease for Executive Offices, Sherman Oaks, California
(1)10.6                   Letter of Intent from Franklin Electronic Publishers, Inc.
(1)10.6.1                 Security Agreement with Franklin Electronic Publishers, Inc.
(1)@10.6.2                Purchase and Loan Agreement with Franklin Electronic Publishers, Inc.
(1)@10.6.3                Technology Transfer Agreement with Franklin Electronic Publishers, Inc.
10.6.4                    Revised Loan and Security Agreement with Franklin Electronic Publishers, Inc. dated
                          September 22, 1997
10.6.5                    Letter Agreement of October 7, 1997 Regarding Post Petition Financing Agreement and Loan
                          and Security Agreement
10.6.6                    Amendment to Loan and Security Agreement with Franklin Electronic Publishers, Inc. dated
                          September 22, 1997
(1)10.7                   Lease for Executive Offices, Tarzana, California
(2)10.7.1                 Amendment Number One Lease for Executive Officers, Tarzana, California
(2)10.7.2                 Amendment Number Two to Lease for Executive Officers, Tarzana, California
(2)10.8                   Disclosure Statement and Plan of Reorganization for Voice Powered Technology
                          International, Inc. dated as of January 21, 1998
(2)10.8.1                 Order confirming Amended Disclosure Statement and Plan of Reorganization for Voice Powered
                          Technology International, Inc. dated as of April 29, 1998
(4)10.9.1                 Promissory Note dated May 12, 1998 executed by Voice Powered Technology International,
                          Inc. in favor of Franklin Electronic Publishers, Inc.
(4)10.9.2                 Promissory Note dated May 12, 1998 executed by Voice Powered Technology International,
                          Inc. in favor of Franklin Electronic Publishers, Inc.
(4)10.10.1                Management Services Agreement dated July 31, 1999 between Voice Powered Technology
                          International, Inc. and Franklin Electronic Publishers, Inc.
(4)10.10.2                Amendment to Management Services Agreement dated March 15, 2000 between Voice Powered
                          Technology International, Inc. and Franklin Electronic Publishers, Inc.
(3)16                     Letter, dated September 8, 1998, from BDO Seidman LLP to SEC re Form 8-K Statements
21                        Subsidiaries:  None
(1)23                     Consent of BDO Seidman LLP
(3)99                     Voice Powered Technology International, Inc. Press Release, dated September 11, 1998
</TABLE>
------------------------------------
*              Previously filed with, and incorporated herein by reference from,
               Registrant's Registration Statement on Form SB-2, File No.
               33-50506, Effective October 20, 1993.

**             Previously filed with, and incorporated herein by reference from,
               Registrant's Form 10-KSB for the year ended December 31, 1993.

***            Previously filed with, and incorporated herein by reference from
               Registrant's Form 10-KSB for the year ended December 31, 1994.

                                       21

<PAGE>

@        Filed separately with the Securities and Exchange Commission with
         a request for confidential treatment.

(1)      Previously filed with, and incorporated herein by reference from
         Registrant's Form 10-KSB for the year ended December 31, 1996.

(2)      Previously filed with, and incorporated herein by reference from
         Registrant's Form 10-KSB for the year ended December 31, 1997.

(3)      Previously filed with, and incorporated herein by reference from
         Registrant's Form 8-K filed on September 11, 1998.

(4)      Previously filed with, and incorporated herein by reference from
         Registrant's Form 10-KSB for the year ended December 31, 1999.






                                       22


<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


VOICE POWERED TECHNOLOGY INTERNATIONAL,
 INC.


By /s/ Gregory J. Winsky
   ---------------------
       Gregory J. Winsky                                         March 29, 2002
       Chairman of the Board;
       Chief Executive Officer


     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

/s/ Gregory J. Winsky          Chairman of the Board;            March 29, 2002
---------------------
    Gregory J. Winsky          Chief Executive Officer;
                               Director

/s/ Barry J. Lipsky            Vice President; Secretary;        March 29, 2002
-------------------
    Barry J. Lipsky            Director

/s/ Arnold D. Levitt           Director                          March 29, 2002
--------------------
    Arnold D. Levitt

/s/ Edward H. Cohen            Director                          March 29, 2002
-------------------
    Edward H. Cohen




                                       23