UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
FEBRUARY 16, 2007, AS AMENDED ON MARCH 14, 2007
ONE VOICE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-27589 95-4714338
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4275 Executive Square #200, La Jolla, CA 92037
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (858) 552-4466
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE: ONE VOICE TECHNOLOGIES INC. IS FILING THIS CURRENT REPORT ON
FORM 8K/A TO AMEND THE CURRENT REPORT ON FORM 8-K INITIALLY FILED WITH THE
SECURITIES EXCHANGE COMMISSION ON FEBRUARY 23, 2007 TO: (I) DISCLOSE IN THE
THIRD PARAGRAPH THAT, DURING THE COMPANY'S TWO MOST RECENT FISCAL YEARS AND THE
SUBSEQUENT INTERIM PERIODS THROUGH THE DATE OF DISMISSAL, THERE WERE NO
REPORTABLE EVENTS AS THE TERM DESCRIBED IN ITEM 304(A)(1)(IV) OF REGULATION S-B,
WITH THE EXCEPTION NOTED HEREIN (II) DISCLOSE IN THE SEVENTH PARAGRAPH THAT,
DURING THE COMPANY'S TWO MOST RECENT FISCAL YEARS AND THE SUBSEQUENT INTERIM
PERIODS THROUGH THE DATE OF ENGAGEMENT, THE COMPANY DID NOT CONSULT WITH THE NEW
ACCOUNTANT REGARDING THE APPLICATION OF ACCOUNTING PRINCIPLES TO A SPECIFIC
TRANSACTION, EITHER COMPLETED OR PROPOSED, OR THE TYPE OF AUDIT OPINION THAT
MIGHT BE RENDERED ON THE COMPANY'S FINANCIAL STATEMENTS, AND NO WRITTEN OR ORAL
ADVICE WAS PROVIDED BY THE NEW ACCOUNTANT THAT WAS A FACTOR CONSIDERED BY THE
COMPANY IN REACHING A DECISION AS TO THE ACCOUNTING, AUDITING OR FINANCIAL
REPORTING ISSUES AND (III) FILE AN AMENDED EXHIBIT 16.1.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
In November 2006, the Board of Directors of One Voice Technologies, Inc. (the
"Company") determined, pursuant to a policy of periodically reviewing the
selection of the Company's independent auditors that it would reevaluate the
Company's audit engagement for fiscal year 2006. Accordingly, on February 16,
2007, Squar, Milner, Peterson, Miranda & Williamson, LLP (the "Former
Accountant") was dismissed as the auditors for the Company. On February 16,
2007, the Company engaged PMB Helin Donovan, LLP (the "New Accountant"), as its
independent certified public accountant. The Company's decision to engage the
New Accountant was approved by its Board of Directors on February 16, 2007.
The reports of the Former Accountant on the financial statements of the Company
for each of the two most recent fiscal years ended December 31, 2005 did not
contain an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles, except that
the Former Accountant's report on the Company's financial statements for the
year ended December 31, 2005 expressed substantial doubt with respect to the
Company's ability to continue as a going concern.
During the Company's two most recent fiscal years and the subsequent interim
periods through the date of dismissal, there were no reportable events as the
term described in Item 304(a)(1)(iv) of Regulation S-B, except for the
following:
The Former Accountant advised management that they noted the following
significant deficiencies in internal controls that were believed to be material
weaknesses under the standards of the Public Company Accounting Oversight Board:
(1) lack of sufficient and knowledgeable personnel to maintain appropriate
accounting and financial reporting organizational structure to support the
activities of the Company; (2) an ineffective control environment due to the
lack of a functioning audit committee and lack of a majority of outside
directors on the Company's board of directors, resulting in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures; (3) inadequate segregation of duties consistent with control
objectives; (4) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP
and SEC disclosure requirements; (5) insufficient personnel resources and
technical accounting expertise within the accounting function to resolve
non-routine or complex accounting matters including application and
implementation of US GAAP and SEC reporting requirements; (6) ineffective
controls over period end financial close and reporting processes; and (7)
inadequate procedures for appropriately identifying, assessing and applying
accounting principles.
During the Company's two most recent fiscal years and the subsequent interim
periods through February 16, 2007, there were no disagreements with the Former
Accountant on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved to
the satisfaction of the Former Accountant, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on these financial statements for such years.
During the Company's two most recent fiscal years and the subsequent interim
periods through the date of engagement, the Company did not consult with the New
Accountant regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, and no written or oral
advice was provided by the New Accountant that was a factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issues.
The Company has requested that the Former Accountant furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. The requested letter is attached as Exhibit 16.1 to
this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter from Accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONE VOICE TECHNOLOGIES, INC.
DATE: MARCH 14, 2007 /s/ Dean Weber
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DEAN WEBER
PRESIDENT AND CEO