CERTIFICATION OF PRINCIPAL EXECUTIVE AND OFFICERS
                       PURSUANT TO RULES 13a-14 AND 15d-14
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

I, HaroldS.  Fleischman,  Chief Executive  Officer and Chief  Financial  Officer
         (Principal Accounting Officer), certify that:

1.  I have  reviewed  this  annual  report  on  Form  10-KSB  of  Voice  Powered
    Technology International, Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
    statements of a material fact or omit to state a material fact  necessary to
    make the  statements  made, in light of the  circumstances  under which such
    statements  were made, not misleading  with respect to the period covered by
    this annual report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
    information  included  in  this  quarterly  report,  fairly  present  in all
    material  respects the financial  condition,  results of operations and cash
    flows of the registrant as of, and for, the periods presented in this annual
    report;

4.  I  am  the  registrant's  only  certifying  officer.  I am  responsible  for
    establishing and maintaining  disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a. designed such disclosure  controls and procedures to ensure that material
       information  relating  to  the  registrant,  including  its  consolidated
       subsidiaries,  is made  known  to us by  others  within  those  entities,
       particularly  during  the  period in which  this  annual  report is being
       prepared;

    b. evaluated the effectiveness of the registrant's  disclosure  controls and
       procedures  as of a date  within 90 days prior to the filing date of this
       annual report (the "Evaluation Date"); and

    c. presented in this annual report our conclusions  about the  effectiveness
       of the disclosure  controls and procedures  based on our evaluation as of
       the Evaluation Date;

5.  I am the registrant's only certifying officer and I have disclosed, based on
    my most recent evaluation, to the registrant's auditors and the registrant's
    board of directors (or persons performing the equivalent functions):

a.  all significant deficiencies in the design or operation of internal controls
    which could adversely  affect the registrant's  ability to record,  process,
    summarize and report financial data and have identified for the registrant's
    auditors any material weaknesses in internal controls; and

    b. any fraud,  whether or not material,  that  involves  management or other
       employees  who  have a  significant  role  in the  registrant's  internal
       controls; and





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6.  I am the registrant's  only certifying  officer and I have indicated in this
    annual  report  whether or not there were  significant  changes in  internal
    controls  or in other  factors  that  could  significantly  affect  internal
    controls subsequent to the date or our most recent evaluation, including any
    corrective  actions  with regard to  significant  deficiencies  and material
    weaknesses.


/s/ Harold S. Fleischman
------------------------
Harold S. Fleischman
Chief Executive Officer and Chief Financial Officer

(Principal Accounting Officer)
February 24, 2004










































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