================================================================================
                     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, 2002

                               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)

                       15915 Ventura Boulevard, Suite 301
                            Encino, California 91436
                                 (818) 783-0393
          (Address and telephone number of principal executive offices)

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

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

       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, 2002 were $0.

       As of April 11, 2003, there were 92,970,027 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
April 11, 2003, based on the closing price on that date, was approximately
$160,000.

     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
                                                  ---    ---

                                        1<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

History

     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 Company's voice-recognition VoiceLogic(TM) Technology (the
"Technology"), which is now licensed from its former 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 formerly
manufactured for the Company under contract with third parties.

     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,



                                       2
<PAGE>
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 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.

The Company has discontinued its operations.

On August 19, 2002 Franklin sold its 74,258,788 shares of the Company's common
stock, equal to approximately 82% interest in the Company, to Belle Group, Ltd.
Concurrent with the sale, all amounts due and owing to Franklin by the Company
were forgiven. This resulted in approximately $1,908,000 of income from the
forgiveness of debt.

Plan of Operations

The Company has had no business operations since March 2001. Since August 2002,
after a change in control and management, the Company's objective has been to
acquire a company that will have experienced management and opportunities for
profitable growth in exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations regarding such an
acquisition.

General Business Plan

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied with the Securities Act of 1934 ("1934 Act"). The Company will not
restrict its search to any specific business, industry, or geographical
location, and may participate in a business venture of virtually any kind or
nature. This discussion of the proposed business is purposefully general and is
not meant to be restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.

The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many different


                                       3
<PAGE>
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

The company has, and will continue to have, limited capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in an Issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends to
concentrate on identifying preliminary prospective business opportunities which
may be brought to its attention through present associations of the Company's
officers and directors, or by the Company's shareholders. In analyzing
prospective business opportunities, management will consider such matters as the
available technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that management;
the potential for further research, development or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the public recognition of acceptance of products, services
or trades; name identification; and other relevant factors. Officers and
directors of the Company expect to meet personally with management and key
personnel of the business opportunity as part of their investigation. To the
extent possible, the Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Any terms of sale of the shares presently held by officers
and/or directors of the Company will be also afforded to all other shareholders
of the Company on similar terms and conditions. Any and all such sales will only
be made in compliance with the securities laws of the United States and any
applicable state.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under application federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified



                                       4
<PAGE>
times thereafter. If such registration occurs, or which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
successfully consummated a merger or acquisition and the Company is no longer
considered an inactive company. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
the Company's securities may have a depressive effect on the value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80 percent or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company would retain
less than 20 percent of the issued and outstanding shares of the surviving
entity, which would result in significant dilution in the equity of such
shareholders.

As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis of verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity and the relative negotiation strength of the Company and such
other management.

With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.




                                       5
<PAGE>
As stated hereinabove, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 1934 Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-K (or 10-KSB, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the 1934
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents will provide that the proposed transaction will be
voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.

Competition

The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined, extremely limited financial resources and
limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.

Investment Company Act of 1940

Although the Company will be subject to regulation under the Securities Act of
1933, as amended, and the 1934 Act, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940 insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations that
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences. The Company believes
that, currently, it is exempt from the Investment Company Act of 1940 under
Regulation 3a-2 thereto.


                                  RISK FACTORS

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

       Belle Group, Ltd. owns 74,258,788 shares of the Company's common stock
and controls approximately 80% of the aggregate voting power of all outstanding


                                       6
<PAGE>
shares. Accordingly, Belle Group, Ltd. 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.

Scarcity of and Competition for Business Opportunities and Combinations.

       The Company is and will continue to be an insignificant participant in
the business of seeking mergers with, joint ventures with and acquisitions of
small private and public entities. A large number of established and
well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

The Company has No Agreement for a Business Combination or Other Transaction- No
Standards for Business Combination.

       The Company has no arrangement, agreement or understanding with respect
to engaging in a merger with, joint venture with or acquisition of, a private or
public entity. There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a specific length of
operating history or specified level of earnings, assets, net worth or other
criteria which it will require a target business opportunity to have achieved,


                                       7
<PAGE>
and without which the Company would not consider a business combination in any
form with such business opportunity. Accordingly, the Company may enter in to a
business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.

Reduction of Percentage Share Ownership Following Business Combination and
Possible Dilution.

       The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company. In addition, any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of the shares held by the Company's then shareholders.

Patents and Copyrights

       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. The Company has assigned all of its rights to the
patent, trademark and technology to Franklin and it has no intention to continue
in the voice recognition business.

       No assurance can be given that the Company's prior, 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-CV12468) 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.

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 contract terminated in August 2002. The executive officers of the
Company are not paid any amounts by the Company in connection with the services
performed for the Company.


                                       8
<PAGE>
Item 2.  Description of Property

       In August 1999, the Company's operations were relocated to Franklin's
facility in Burlington, New Jersey. In September 2002, the Company's offices
were relocated to office space supplied by its President at 15915 Ventura
Boulevard, Suite 301, Encino, California 91436. This space is provided to the
Company on a rent-free basis, and it is anticipated that this arrangement will
remain until such time as the Company successfully consummates a merger or
acquisition. Management believes that their arrangement will meet the Company's
needs for the foreseeable future.


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
































                                       9
<PAGE>
                                     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.

                                     Bid Prices
                                     ----------
                                 High          Low
                                 ----          ----
      Calendar 2001
      -------------
      First Quarter              .03           .001
      Second Quarter             .01           .001
      Third Quarter              .01           .001
      Fourth Quarter             .03           .001

      Calendar 2002
      -------------
      First Quarter              .01           .01
      Second Quarter             .01           .01
      Third Quarter              .01           .01
      Fourth Quarter             .02           .01

       At April 11, 2003, there were 92,970,027 shares of Common Stock
outstanding, which were held by approximately 631 shareholders of record. Belle
Group, Ltd. 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



                                       10
<PAGE>
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.

Results of Operations

     The Company had no sales for the year ended December 31, 2002, a decrease
of $20,000, from the prior year as the Company discontinued operations in March
2001.

     The company had no cost of goods sold for the year ended December 31, 2002.
Cost of goods sold for the year ended December 31, 2001 was $9,000. The decrease
is the result of the Company discontinuing operations in March 2001.

     Total operating costs for the twelve months ended December 31, 2002
decreased by $80,000 to $52,000 compared with $132,000 in the prior year. The
year-to-year reduction in operating expense is a result of the Company
discontinuing its operations in March 2001.

     Interest expense for the year ended December 31, 2002 was $29,000 compared
to $49,000 in the prior year. The decrease was the result of Franklin (the
company's former parent) forgiving all debts owed to it by the Company in August
of 2002.

     The Company had $1,908,000 of income from the forgiveness of debt for the
year ended December 31, 2002. The forgiveness of debt resulted from Franklin
forgiving all debts owed to it by the Company prior to selling its 82% interest
in the Company to the Belle Group in August of 2002.

     The Company had net income of $1,827,000 for the year ended December 31,
2002. This was the result of the debt forgiveness. The Company had no operations
for the year ended December 31, 2002.

     The following table summarizes the Company's historical results of
operations as a percentage of sales for the calendar year ended December 31,
2002 and the calendar year ended December 31, 2001.
















                                       11
<PAGE>
                                         For the year ended  For the year ended
                                         December 31, 2002   December 31, 2001
                                         -----------------   -----------------

Net Sales                                n/a                      100.0%

Costs and expenses

         Cost of goods sold              n/a                       43.6%
         Marketing                       n/a                        7.5%
         General and administration      n/a                      653.3%
         Research and development        n/a                           -
         Warehouse                       n/a                           -
         Relocation expense              n/a                           -


                                  ----------------         ----------------
         Total costs and expenses        n/a                      704.3%

Operating loss                           n/a                     -604.3%

Other expense                            n/a                     -189.2%

Net income  (Loss)                       n/a                     -793.5%


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


The company had no sales or operations during 2002.

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 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,


                                       12
<PAGE>
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 a condition to the sale of
its ownership in the Company to Belle Group, Ltd. in August 2002, Franklin
forgave all monies owed to it by the Company. This forgiveness of debt resulted
in income to the Company of $1,908,000.

     As of December 31, 2002, the Company had an accumulated deficit of $100,000
and negative working capital of $6,000.

     The Company's major shareholder has provided the Company with financial
sources. The shareholder has agreed to provide continuous support to enable the
Company to satisfy its working capital. Without outside funding the Company is
totally dependent upon its major shareholder. The Company has been exploring
various alternatives, such as an equity or debt private placement, to raise new
capital, but there can be no assurances that the Company will ultimately be
successful in this regard.





 Item 7. Financial Statements



                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.

                          INDEX TO FINANCIAL STATEMENTS



          Report of Independent Auditor's Report                   14

          Balance Sheet at December 31, 2001 and 2002              16

          Statements of Operations for the years ended
          December 31, 2001 and 2002                               17

          Statements of Cash Flows for the years ended
          December 31, 2001 and 2002                               18

          Statement of Stockholders' Equity (Deficit)
          for the years ended December 31, 2001 and 2002           19

          Notes to the Financial Statements                        20







                                       13

                          Independent Auditor's Report
                          ----------------------------

March 27, 2003

The Board of Directors
Voice Powered Technologies International, Inc.
Los Angeles, California

We have audited the accompanying balance sheet of Voice Powered Technologies
International, Inc. as of December 31, 2002, and the related statements of
operations, shareholder's 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Voice Powered Technologies
International, Inc. as of December 31, 2002, and the result of its operations
and its cash flows for the year then ended in conformity with accepted
accounting principles generally accepted in the United States of America.



/s/ Beckman Kirkland & Whitney
------------------------------
Beckman Kirkland & Whitney
Agoura Hills, California




















                                       14
<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 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 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 the results of its operations and cash flows for the year 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



















                                       15
<PAGE>
                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                  Balance Sheet at December 31, 2002 and 2001
                        (in thousands, except share data)

                                             December 31, 2002 December 31, 2001
                                             ----------------- -----------------
                            ASSETS
                            ------
CURRENT ASSETS
  Cash                                              $        1       $       36
  Accounts receivable                                        -               19
                                                    ----------       ----------

  TOTAL CURRENT ASSETS                                       1               55


PROPERTY AND EQUIPMENT
  Equipment                                                  -              190
  Less accumulated depreciation                              -             (190)
                                                    ----------       ----------
                                                             -                -
                                                    ----------       ----------

OTHER ASSETS                                                 -               21
                                                    ----------       ----------

TOTAL ASSETS                                        $        1       $       76
                                                    ==========       ==========


             LIABILITIES AND SHAREHOLDERS' EQUITY
             ------------------------------------
CURRENT LIABILITIES
  Loans Payable (Note 5) - Franklin                 $        -       $      620
  Accounts payable and accrued expenses - other              7                3
  Accounts payable and accrued expenses - Franklin           -            1,290
                                                    ----------       ----------

  TOTAL CURRENT LIABILITIES                                  7            1,913
                                                    ----------       ----------
SHAREHOLDERS' EQUITY (DEFICIT)
  Common stock, $.001 stated value - 100,000,000
    shares authorized; 92,845,360 and 90,245,360
    issued and outstanding at December 31, 2002
    and 2001, respectively                                  94               90
  Accumulated deficit                                     (100)          (1,927)
                                                    ----------       ----------

  TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                      (6)          (1,837)
                                                    ----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $        1       $       76
                                                    ==========       ==========


See accompanying notes to financial statements.

                                       16
<PAGE>
                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                  Statements of Operations for the years ended
                           December 31, 2002 and 2001
                        (in thousands, except share data)

                                           For the Year       For the Year
                                              Ended               Ended
                                         December 31, 2002   December 31, 2001
                                         -----------------   -----------------

Net Sales                                   $            -      $           20

Costs and expense
  Costs of goods sold                                    -                   9
  Marketing                                              -                   1
  General and administrative                            52                 131
  Warehouse                                              -                   -
                                            --------------      --------------
    Total costs and expenses                            52                 141
                                            --------------      --------------
Operating Income (loss)                                (52)               (121)

Other income (expense):
  Forgiveness of debt (Note 5)                       1,908
  Interest expense                                     (29)                (49)
  Other                                                  -                  11
                                            --------------      --------------
Net Income (Loss)                           $        1,827      $         (159)
                                            ==============      ==============
Net Income per share:                       $         0.02      $            -
                                            --------------      --------------
Weighted average common shares outstanding      92,845,360          90,245,360
                                            ==============      ==============






















See accompanying notes to financial statements.

                                       17
<PAGE>
                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                  Statement of Cash Flows for the years ended
                           December 31, 2002 and 2001
                        (in thousands, except share data)

                                               For the Year     For the Year
                                                  Ended            Ended
                                             December 31, 2002 December 31, 2001
                                             ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                  $   1,827        $    (159)
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY (USED IN) OPERATING ACTIVITIES:
    Stock issued for services                                4                -
    Gain on sale of assets                                   -              (11)
    Gain from forgiveness of debt                       (1,908)
  CHANGES IN OPERATING ASSETS AND LIABILITIES:
    Decrease in receivables                                 19                5
    Decrease in Inventories                                  -                9
    Decrease in other assets                                21                -
    Increase in accounts payable and
      accrued expenses                                       2              156
                                                     ---------        ---------
   NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES                                 (35)               -

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of assets                                                             25
                                                     ---------        ---------
    NET CASH PROVIDED BY INVESTING ACTIVITIES                -               25

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           (35)              25
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD            36               11
                                                     ---------        ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD           $       1        $      36
                                                     =========        =========


















See accompanying notes to financial statements.

                                       18
<PAGE>
                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                  Statement of Stockholders' Equity (Deficit)
                 for the years ended December 31, 2002 and 2001
                        (in thousands, except share data)


<TABLE>
<S>                         <C>     <C>      <C>         <C>     <C>         <C>          <C>
                            Preferred Stock    Common Stock
-------------------------------------------------------------------------------------------------------
                            Shares  Amount    Shares     Amount  Additional  Accumulated  Stockholders'
                                                                  Paid in      Deficit       Equity
                                                                  Capital                   (Deficit)
-------------------------------------------------------------------------------------------------------
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)

Stock issued for services        0       0    2,600,000  $    3         1                 $        4

Net Income                                                                   $   1,827    $    1,827
                            ------  ------   ----------  ------- --------    ---------    ----------
Balance December 31, 2002        0       0   92,845,360  $   93         1    $    (100)   $       (6)
                            ======  ======   ==========  ======= ========    =========    ==========
</TABLE>
































See accompanying notes to financial statements.

                                       19
<PAGE>
                  VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS

Note 1 - 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.

Use of Estimates: The financial statements have been prepared in accordance with
-----------------
generally accepted accounting principles and necessarily include amounts based
on estimates and assumptions by management. Actual results could differ from
those amounts.

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, 2001 and 2002.

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.



                                       20
<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.

Note 2 - 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.

On August 19, 2002 Franklin Electronic Publishers, Inc. sold its approximately
82% interest in Voice Powered Technology International, Inc. to Belle Group,



                                       21
<PAGE>
Ltd. for $100,000 in cash. Concurrent with the sale all amounts due to Franklin
by the Company were forgiven, this resulted in approximately $1,908,000 of
income from the forgiveness of debt.

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

Note 3 -  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; 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; 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.

On August 19, 2002 Franklin sold its 82% interest in the company to the Belle
Group Ltd. As part of the purchase agreement Franklin forgave all of the debt
owed to it by the Company which was approximately $1,908,000.

Note 4 - 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


                                       22
<PAGE>
perpetual license for technology rights evidenced by the Company's patent
related to 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.

Note 5 - 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.

On August 19, 2002 Franklin sold its 82% interest in the company to the Belle
Group Ltd. As part of the purchase agreement Franklin forgave all of the debt
owed to it by the Company which was approximately $1,908,000.

Note 6 - Capital Stock
----------------------
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


                                       23
<PAGE>
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.

Note 7 - Supplemental Cash Flow Information
-------------------------------------------
For the years ended December 31, 2002 and 2001, interest expense due Franklin
totaling $29,100 and $49,600, respectively, was accrued and unpaid.

Note 8 - Income Taxes
---------------------
The Company's provision for income taxes is as follows:


                                  December 31, 2002       December 31, 2001
                                  -----------------       -----------------

       Federal income taxes            $      0                  $      0
                                       --------                  --------

       Provision for income taxes      $      0                  $      0
                                       ========                  ========


A reconciliation between the statutory federal tax rate and the Company's
effective tax rate is as follows:

                                         December 31, 2002   December 31, 2001
                                         -----------------   -----------------
       Statutory federal income tax rate       34%                   34%
       State income taxes                       -                     -
       Utilization of NOL carryforward        (34%)                   -
       Valuation allowance adjustment           -                   (34%)
                                             -------               -------
       Effective tax rate                       0%                    0%

Unused net operating losses of approximately $25,200,000 are available as of
December 31, 2002 to offset future years' federal taxable income, and expire
through 2012. Under federal tax law IRC Section 382, certain significant changes
in ownership of the Company may restrict future utilization of these
carry-forwards. On August 19, 2002, a significant change in ownership did occur
when the Belle Group Ltd. purchased approximately 82% of stock in Voice Powered
Technology International previously owned by Franklin for $100,000. Based on the
guidelines stipulated by this code, this ownership change results in a
limitation of net operating losses calculated as the value of the old loss
corporation multiplied by the federal long-term tax-exempt rate. Based on the
purchase price of $100,000, the valuation of the Company was $122,000 as of
August 19, 2002. The long-term tax-exempt rate was 4.91%. This limits the use of
these unused net operating losses to approximately $6,000 per year.





                                       24
<PAGE>
Based on the net operating loss carryforwards, the Company has a deferred tax
asset of approximately $8,500,000 as of December 31, 2002. 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 and due to the
limitations on the utilization of the net operating loss carryforwards resulting
from the recent ownership change.

Note 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.

On August 19, 2002 Franklin sold its 82% interest in the company to the Belle
Group Ltd. As part of the purchase agreement Franklin forgave all of the debt
owed to it by the Company which was approximately $1,908,000.




































                                       25
<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.

                                                                        Year
                                                                      Became a
Name                    Principal Occupation              Age         Director
------                  --------------------              ---         --------

Harold S. Fleischman    President and Chief Financial     60           2002
                        Officer and Director

Robert Larcara          Secretary and Director            49           2002

Gary Saderup            Director                          53           2003


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

Harold S. Fleischman

       Mr. Fleischman has practiced law in California for over 30 years and
maintains a private practice in Encino, California, at the Encino Law Center, a
building of which he is one of the founders/owners. He earned a Bachelor's
degree and Law degree from UCLA.

Robert Larcara

       Mr. Larcara is Founder President of Commonwealth Financial Mortgage
Services established in 1988. He has been a California-licensed mortgage
broker/real estate broker for over 20 years. He has a Bachelor of Science degree
from the University of Wisconsin-Milwaukee.

Gary Saderup

       Mr. Saderup has been an Artist Publisher and businessman for the past 28
years. He has sold his work in the U.S., Japan, Australia, the United Kingdom,
Germany, Canada, and South Africa. Mr. Saderup studied at Bringham Young
University, the University of Hawaii and The Art Center College of Design. Prior
to this, he worked as a professional actor and director.

Committees

Currently, the Board of Directors has no separate audit, nominating or
compensation committees and acts as such as an entire Board.


Item 10.  Executive Compensation

       Gregory J. Winsky, the Company's Chief Executive Officer from September
1998 until August 2002, has never received any compensation from the Company or



                                       26
<PAGE>
any of its subsidiaries. Mr. Harold S. Fleischman, the Company's President and
Chief Financial Officer was not paid any compensation in 2002. No compensation
was paid to any other officer 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 April 10, 2003 by: (a) each person
known by the Company to be the beneficial owner of more than five percent of its
common stock; (b) each director of the Company; and (c) all officers and
directors of the Company as a group.
                                               Amount
         Name and Address of                Beneficially           Percent of
          Beneficial Owner                     Owned                 Class
        --------------------                ------------           -----------

        Belle Group, Ltd.                    74,258,788              80%
           23679 Calabasas Road #412
           Calabasas, California 91302
        Harold S. Fleischman (1)              1,000,000               1%
        Robert Larcara (1)                      400,000                *
        Gary Saderup (1)                        130,000                *
        All officers and directors
          as a Group (3 persons)              1,530,000             1.3%
        ----------------

        *        Less than 1%
        (1)      Addresses:      15915 Ventura Blvd., Ste. 301, Encino, CA 91436

       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 2002.

Item 12.  Certain Relationships and Related Transactions

       The Company has engaged in various transactions with Franklin Electronic
Publisher, Inc., who prior to August 2002 owned the 80% of the Company now owned
by Belle Group, Ltd. 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) No Reports on Form 8-K were filed during the Company's last quarter.





                                       27
<PAGE>
                                  EXHIBIT INDEX


Exhibit Number            Description
----------------            ------------

*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.

                                       28
<PAGE>
(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
--------------------------------------
*        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.

@        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.

ITEM 14. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, and Principal Financial and Accounting Officer,
after evaluating the effectiveness of our disclosure controls and procedures (as
defined in the Securities Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date
within 90 days of the filing date of this annual report on From 10-KSB (the
"Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure
controls and procedures were adequate and effective to ensure that material
information relating to us would be made known to him by others within the
Company, particularly during the period in which this annual report on Form
10-KSB was being prepared.

(b) Changes in Internal Controls.

There were no significant changes in our internal controls or other factors that
could significantly affect our disclosure controls and procedures subsequent to
the Evaluation Date, nor any significant deficiencies or material weaknesses in
such disclosure controls and procedures requiring corrective actions. As a
result, no corrective actions were taken.

                                       29
<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/ Harold S. Fleischman
   ---------------------
       Harold S. Fleischman                                      April 14, 2003
       President


     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/ Harold S. Fleischman          President, Chief Financial     April 14, 2003
-----------------------           Officer and Director
    Harold S. Fleischman

/s/ Robert Larcara                Director, Secretary            April 14, 2003
---------------------
    Robert Larcara

/s/ Gary Saderup                  Director                       April 14, 2003
----------------------
    Gary Saderup

























                                       30