SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
April 19, 2004
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(Date of report)
ONE VOICE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-27589 95-4714338
(State of Incorporation) (Commission File Number) (IRS Employer ID)
6333 Greenwich Drive, Ste. 240
San Diego, CA 92122
(Address of principle executive offices)
(858) 552-4466
(Registrant's telephone number, including area code)
ITEM 4.1
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 19, 2004, One Voice Technologies, Inc., (the "Company")
notified Stonefield Josephson, Inc., ("SJ ") that it has engaged Peterson & Co.,
LLP as the Company's auditor and as a consequence was dismissed as the Company's
auditors. On April 12, 2004, the Company engaged Peterson & Co., LLP as
independent auditor of the Company for the fiscal year ending December 31, 2004.
The action to engage Peterson & Co., LLP was taken upon the unanimous approval
of the Audit Committee of the Board of Directors of the Company.
During the last two fiscal years ended December 31, 2003 and December
31, 2002 and through April 19, 2004, (i) there were no disagreements between the
Company and SJ on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of SJ would have caused SJ to make reference to the matter in
its reports on the Company's financial statements, and (ii) SJ's reports did not
contain an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles. During the
last two most recent fiscal years ended December 31, 2003 and 2002 and through
April 19, 2004, there were no reportable events as the term described in Item
304(a)(1)(iv) of Regulation S-B. SJ 's opinion in its report on the Company's
financial statements for the year ended December 31, 2002 and 2003, included an
explanatory paragraph which expressed substantial doubt with respect to the
Company's ability to continue as a going concern.
During the two most recent fiscal years and through April 12, 2004, the
Company has not consulted with Peterson & Co., LLP regarding either:
1. the application of accounting principles to any specified
transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company's
financial statements, and neither a written report was
provided to the Company nor oral advice was provided that
Peterson & Co., LLP concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or
2. any matter that was either subject of disagreement or event,
as defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the
related instruction to Item 304 of Regulation S-B, or a
reportable event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.
The Company has requested that SJ furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of such letter, dated April 28, 2004, is filed as Exhibit
16.1 to this Form 8-K.
ITEM 7(c). EXHIBITS.
Exhibit 16.1 Letter from Stonefield Josephson, Inc., dated April 28, 2004,
regarding their dismissal as the Company's independent auditors.
*
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
One Voice Technologies, Inc.
(Registrant)
/S/ DEAN WEBER
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By: Dean Weber
President & CEO