Edgar Filing: ONE VOICE TECHNOLOGIES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.____)

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ONE VOICE TECHNOLOGIES, INC.
----------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ONE VOICE TECHNOLOGIES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 14, 2004

To the shareholders of One Voice Technologies, Inc.:

You are cordially invited to attend the Annual Meeting of Shareholders of One
Voice Technologies, Inc. (the "Company"), which will be held at the Prime Hotel
and Suites, 5975 Lusk Boulevard, San Diego, California 92121, on Thursday
October 14, 2004, at 10:00 a.m. Pacific time, to consider and act upon the
following matters:

(1) To elect a board of three directors to hold office until the 2005 Annual
Meeting of Shareholders and until their successors are elected and qualified;

(2) To approve an amendment to our Articles of Incorporation to increase the
number of our authorized shares from 260,000,000 (250,000,000 of common stock
and 10,000,000 of preferred stock) to 1,000,000,000 (990,000,000 of common stock
and 10,000,000 of preferred stock);

(3) To ratify the selection of Peterson & Company, LLP as our auditors for the
fiscal year ending December 31, 2004; and

(4) To transact such other business as may properly come before the meeting or
any adjournments thereof.

The foregoing matters are more fully described in the Proxy Statement
accompanying this Notice.

The Board of Directors has fixed September 8, 2004 as the record date for this
Annual Meeting. Only shareholders of record at the close of business on
September 8, 2004 will be entitled to notice of and to vote at this Annual
Meeting and at any adjournments thereof.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN PERSON, BUT
WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ACCOMPANYING PROXY VIA FACSIMILE TO (303) 282-5800 OR IN THE ENCLOSED ENVELOPE.
IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON.

BY ORDER OF THE BOARD OF DIRECTORS

Dean Weber
Chairman of the Board, President and Chief
Executive Officer

6333 Greenwich Drive, Suite 240
San Diego, California 92122
(858) 552-4466
September 19, 2004

ONE VOICE TECHNOLOGIES, INC.
6333 GREENWICH DRIVE, SUITE 240
SAN DIEGO, CALIFORNIA 92122

PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 14, 2004

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of One Voice Technologies, Inc., a Nevada corporation
(the "Company"), for use at the Annual Meeting of Shareholders to be held at the
Prime Hotel and Suite, 5975 Lusk Boulevard, San Diego, California 92121, on
Thursday, October 14, 2004, at 10:00 a.m. Pacific time, and at any and all
adjournments thereof (the "Annual Meeting"), for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. Accompanying this Proxy
Statement is the Board of Directors' Proxy for the Annual Meeting, which you may
use to indicate your vote as to the proposals described in this Proxy Statement.
This Proxy Statement and the accompanying Proxy will be mailed on or about
September 19, 2004 to all shareholders entitled to vote at the Annual Meeting.

SOLICITATION OF PROXIES

We will pay the expenses of soliciting proxies for the Annual Meeting, including
the cost of preparing, assembling and mailing the proxy materials. The original
solicitation of Proxies by mail may be supplemented by solicitation in person,
by mail, by telephone, by facsimile, or by telegram, by our regularly employed
officers and employees. Our officers and employees will not receive any
additional compensation for soliciting proxies.

VOTING RIGHTS AND OUTSTANDING SHARES

The Board of Directors has fixed the close of business on September 8, 2004 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting or any adjournment thereof. As of the record date,
222,790,662 shares of our common stock, par value $.001 per share, were issued
and outstanding. You are entitled to one vote for each share of common stock you
hold. Except as described herein, no preemptive, subscription, or conversion
rights pertain to the common stock and no redemption or sinking fund provisions
exist for the benefit thereof.

The representation, in person or by proxy, of a majority of the outstanding
shares of our common stock entitled to vote is necessary to constitute a quorum
at the Annual Meeting. All Proxies that are returned will be counted by the
Inspector of Elections in determining the presence of a quorum and on each issue
to be voted on, except as noted below. An abstention from voting or a broker
non-vote will be used for the purpose of establishing a quorum, but will not be
counted in the voting process. All Proxies that are properly completed, signed
and returned to the Company before the Annual Meeting, and that have not been
revoked, will be voted in favor of the proposals described in this Proxy
Statement unless otherwise directed.

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve each proposal. As of the record date, our officers and
directors held of record or beneficially 5,693,000 shares (not including options
to buy 210,000 shares that are currently exercisable at prices above the market
price of the shares) or 2.6%of our issued and outstanding common stock. Our
officers and directors have indicated their intention to vote "for" each of the
proposals described in this Proxy Statement.

REVOCATION OF PROXIES

You may revoke your Proxy at any time before it is voted either by filing with
the Secretary of the Company, at our principal executive offices, a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and expressing a desire to vote your shares in
person. Our principal executive offices are located at 6333 Greenwich Drive,
Suite 240, San Diego, California 92122.

SHAREHOLDER PROPOSALS

The deadline for submitting a shareholder proposal for inclusion in our proxy
statement and Form of proxy for the 2005 Annual Meeting of Shareholders pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended ("Exchange
Act") is February 1, 2005. The deadline for submitting a shareholder proposal
that is not to be included in such proxy statement and proxy is also February 1,
2005. If a shareholder proposal is received after February 1, 2005, we may vote
in our discretion as to that proposal all of the shares for which we have
received proxies for the 2005 Annual Meeting of Shareholders.

PROPOSAL 1
ELECTION OF DIRECTORS

In accordance with our Bylaws, the Board of Directors has fixed the number of
our directors at three. All three directors are to be elected at the Annual
Meeting, to hold office until the next annual meeting of shareholders and until
their successors have been elected and qualified. The Board of Directors
proposes the election of the nominees named below, each of whom is currently a
member of our Board of Directors previously elected by shareholders. There is no
cumulative voting for the election of directors.

Unless authorization to do so is withheld, proxies received will be voted FOR
the three nominees named below. If any nominee should become unavailable for
election before the Annual Meeting, the proxies will be voted for the election
of such substitute nominee as the present Board of Directors may propose. Each
person nominated for election has agreed to serve if elected, and the Board of
Directors has no reason to believe that any nominee will be unable to serve.

The Board of Directors proposes the election of the following nominees as
members of the Board of Directors:

NAME AGE POSITION AND OFFICES HELD WITH THE COMPANY
---- --- ------------------------------------------
Dean Weber 42 Chairman of the Board, President,
Chief Executive Officer and Director
Rahoul Sharan 43 Chief Financial Officer and Director
Bradley J. Ammon* 41 Director

* Member of the Audit Committee and the Compensation Committee.

Officers are elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of shareholders and hold
office until their respective successors are duly elected and qualified,
although Dean Weber has an employment agreement and Rahoul Sharan's company has
a personal service agreement with us. There are no family relationships between
any of our officers or directors.

PRINCIPAL OCCUPATIONS OF EACH DIRECTOR

DEAN WEBER holds a B.S. in Computer Science from the Central Connecticut State
University. With over 19 years of technology experience, Mr. Weber has worked
for top IT companies such as United Technologies, Northrop and Xerox. From 1984
to 1987, Mr. Weber was an engineer for United Technologies in Hartford,
Connecticut, where he designed and developed real-time software systems for NASA
and U.S. Navy projects. Mr. Weber was then employed by Northrop Corporation in
Pico Rivera, California, from 1987 to 1989 where he led an engineering team for
the B2 Stealth Bomber project. From 1989 to 1991, Mr. Weber was an independent
senior consultant to various companies including Xerox and Rockwell
Technologies. From 1991 to 1998, Mr. Weber founded and was President of EditPro
Corporation in San Diego, California. At EditPro, Mr. Weber developed and
marketed one of the original and first Microsoft Windows based development
environment tools for both the English and Japanese marketplaces. In 1996 and
1997, Mr. Weber began developing the origins of the current IVAN program. In
1998, Mr. Weber founded Conversational Systems, Inc., now One Voice
Technologies, Inc., in San Diego, California, where he has served as the
Company's President since that time. Recently, Mr. Weber was nominated as
chairperson and keynote speaker of the Voice-Based Commerce tradeshow held in
Chicago in September 2000, where participants included IBM, Lucent, Nuance and
Speechworks. Mr. Weber was elected to the Board of Directors in July of 1999 as
Chairman.

RAHOUL SHARAN holds a Bachelor of Commerce degree from the University of British
Columbia and is a member of the Institute of Chartered Accountants of British
Columbia. Mr. Sharan was employed by Coopers & Lybrand (now Pricewaterhouse
Coopers) from 1984 to 1989. Since 1989, Mr. Sharan has been the President and a
Director of KJN Management Ltd., a private company that provides a broad range
of administrative, management and financial services to both private and public
companies. Mr. Sharan has been a partner in S & P Group, a company that
specializes in investment financing for venture capital projects and real estate
development and construction, since 1988. Mr. Sharan was also a director of
Pacific Northern Ventures, Ltd. from 1989 to 1995, and is President and a
Director of Bell Coast Capital Corp., an inactive public company to which Mr.
Sharan devotes less than 1% of his time. Mr. Sharan was elected to the Board of
Directors in 1999.

BRADLEY J. AMMON is a tax attorney in the San Diego law firm of Ernest S. Ryder
& Associates, Inc. Mr. Ammon specializes in international tax planning,
including restructuring of international operations, domestic mergers and
acquisitions, and developing business plans to minimize worldwide taxation.
Before joining the firm, Mr. Ammon was with SAIC as an International Tax
Manager. He previously was with KPMG, LLP in the International Corporate
Services Department. His principal practice consisted of clients in the
information, communications and entertainment ("ICE") industry. Before he joined
KPMG, LLP, Mr. Ammon worked from 1995 to 1998 at Deloitte & Touche, LLP in their
tax services department where he provided corporate, partnership, and personal
tax and business planning services to clients. Mr. Ammon also worked several
years as a staff accountant where his responsibilities included the compilation
and consolidation of monthly financial statements for multiple subsidiaries. Mr.
Ammon has a Juris Doctor and a Master's of Law in taxation (LL.M.) from the
University of San Diego, and received his undergraduate degree from the
University of California, San Diego. He is admitted to the California Bar. Mr.
Ammon is a member of the Audit and Compensation Committees and was appointed to
the Board of Directors in 2000.

MEETINGS

The Board of Directors has one regularly scheduled meeting each year,
immediately after and at the same place as the annual meeting of shareholders.
Additional meetings may be called as the need arises. During the 2003 fiscal
year, the Board of Directors held 6 meetings. All of the members of the Board of
Directors were present at each meeting.

COMMITTEES

The Board of Directors has an Audit Committee and a Compensation Committee, both
of which were established on June 9, 2000. In addition, the Board of Directors
established a Governance and Nominating Committee in May 2004.

AUDIT COMMITTEE. As set forth in the Audit Committee Charter adopted by the
Board of Directors, a copy of which is included in the Company's Definitive
Proxy Statement filed with the SEC on November 29, 2001 as Exhibit A, the
primary function of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing (1) the financial
information provided to shareholders and others, (2) systems of internal
controls established by management and the Board of Directors and (3) the audit
process. The primary function of the Compensation Committee is to establish and
administer our executive compensation programs. Mr. Bradley J. Ammon is a member
of both committees and is "independent" as that term is defined in Rule
4200(a)(14) of the National Association of Securities Dealers' listing
standards.

REPORT OF THE AUDIT COMMITTEE. The Audit Committee has reviewed the Company's
audited financial statements for fiscal 2003 and discussed them with management.

The Company's former independent auditors, Stonefield Josephson, Inc., have
discussed with the Audit Committee matters such as the auditors' role and
responsibility in connection with an audit of the Company's financial
statements, significant accounting policies, the reasonableness of significant
judgments and accounting estimates, significant audit adjustments, and such
other matters as are required to be discussed with the Audit Committee under
generally accepted auditing standards.

The Audit Committee has received from Stonefield Josephson, Inc. written
disclosures regarding all relationships between Stonefield Josephson, Inc. and
its related entities and the Company and its related entities that in the
professional judgment of Stonefield Josephson, Inc. may reasonably be thought to
bear on independence. Stonefield Josephson, Inc. has confirmed that, in its
professional judgment, it is independent of the Company within the meaning of
the Securities Act of 1933, as amended, and the Audit Committee has discussed
such matters with Stonefield Josephson, Inc.

The Audit Committee, based on the review and discussions above, recommended to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003 for filing with the Securities and Exchange Commission.

Director Bradley J. Ammon serves as the sole member of the Company's Audit
Committee. The Board of Directors believes that Mr. Ammon qualifies as an "Audit
Committee Financial Expert" as that term is defined by applicable SEC rules.

BRADLEY J. AMMON

GOVERNANCE AND NOMINATING COMMITTEE. The Board of Directors has established a
Governance and Nominating Committee for purposes of nominating directors and for
all other purposes outlined in the Governance and Nominating Committee Charter,
including nominees submitted to the Board of Directors by shareholders. The
Governance and Nominating Committee is composed of Bradley Ammon.. The Board has
determined that each of the members of the Governance and Nominating Committee
is unrelated, an outside member with no other affiliation with the Company and
independent as defined by the American Stock Exchange.

NOMINATION OF DIRECTORS

As provided in its charter and our company's corporate governance principles,
the Governance and Nominating Committee is responsible for identifying
individuals qualified to become directors. The Governance and Nominating
Committee seeks to identify director candidates based on input provided by a
number of sources, including (1) the Governance and Nominating Committee
members, (2) our other directors, (3) our stockholders, (4) our Chief Executive
Officer or Chairman, and (5) third parties such as professional search firms. In
evaluating potential candidates for director, the Nominating and Corporate
Governance Committee considers the entirety of each candidate's credentials.

Qualifications for consideration as a director nominee may vary according to the
particular areas of expertise being sought as a complement to the existing
composition of the Board of Directors. However, at a minimum, candidates for
director must possess:

o high personal and professional ethics and integrity;

o the ability to exercise sound judgment;

o the ability to make independent analytical inquiries;

o a willingness and ability to devote adequate time and resources to
diligently perform Board and committee duties; and

o the appropriate and relevant business experience and acumen.

In addition to these minimum qualifications, the Governance and Nominating
Committee also takes into account when considering whether to nominate a
potential director candidate the following factors:

o whether the person possesses specific industry expertise and
familiarity with general issues affecting our business;

o whether the person's nomination and election would enable the
Board to have a member that qualifies as an "audit committee
financial expert" as such term is defined by the Securities and
Exchange Commission (the "SEC") in Item 401 of Regulation S-K;

o whether the person would qualify as an "independent" director
under the listing standards of the American Stock Exchange;

o the importance of continuity of the existing composition of the
Board of Directors to provide long term stability and experienced
oversight; and

o the importance of diversified Board membership, in terms of both
the individuals involved and their various experiences and areas
of expertise.

Governance and Nominating Committee will consider director candidates
recommended by stockholders provided such recommendations are submitted in
accordance with the procedures set forth below. In order to provide for an
orderly and informed review and selection process for director candidates, the
Board of Directors has determined that stockholders who wish to recommend
director candidates for consideration by the Governance and Nominating Committee
must comply with the following:

o The recommendation must be made in writing to the Corporate
Secretary, Dean Weber.

o The recommendation must include the candidate's name, home and
business contact information, detailed biographical data and
qualifications, information regarding any relationships between
the candidate and the Company within the last three years and
evidence of the recommending person's ownership of the Company's
common stock.

o The recommendation shall also contain a statement from the
recommending shareholder in support of the candidate; professional
references, particularly within the context of those relevant to
board membership, including issues of character, judgment,
diversity, age, independence, expertise, corporate experience,
length of service, other commitments and the like; and personal
references.

o A statement from the shareholder nominee indicating that such
nominee wants to serve on the Board and could be considered
"independent" under the Rules and Regulations of the American
Stock Exchange and the Securities and Exchange Commission ("SEC"),
as in effect at that time.

All candidates submitted by stockholders will be evaluated by the Governance and
Nominating Committee according to the criteria discussed above and in the same
manner as all other director candidates.

DIRECTOR COMPENSATION

We do not pay compensation for service as a director to persons employed by us.
Non-employee directors receive $1,000 for each meeting of the Board of Directors
they attend. We pay all out-of-pocket expenses of attendance by directors at the
meetings. In addition, each director may receive up to 50,000 options to buy
shares of our common stock per year with a maximum holding of 50,000 options per
year, and the Chairman of the Board may receive an additional 25,000 options per
year. The exercise price and term of these options are determined by the
Compensation Committee at the time they are granted.

EXECUTIVE COMPENSATION

The following tables set forth certain information regarding our CEO and each of
our executive officers whose total annual salary and bonus for the fiscal year
ending December 31, 2003, 2002 and 2001 exceeded $100,000:

SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------

Other
Annual Restricted Options LTIP
Name & Principal Salary Bonus Compensation Stock SARs Payouts
Position Year ($) ($) ($) awards (1) ($)
-------- ---- --- --- --- ------ --- ---

Dean Weber, CEO 2003 241,629 - - - - -
CEO 2002 252,000 - - - - -
2001 246,098 - - - - -

*Rahoul Sharan, CFO 2003 84,636 - - - - -
2002 142,500 - - - - -
2001 137,654 - - - - -

(*) These payments were made through KJN Management Ltd.

EMPLOYMENT AGREEMENT

We entered into a three-year employment agreement (the Weber Employment
Agreement) with Dean Weber, our Chairman, Chief Executive Officer and President,
commencing in July 1999. The Weber Employment Agreement provides that, in
consideration for Mr. Weber's services, he is to be paid an annual salary of
$180,000. The salary was changed to $252,000 annually in April 2000. The last
bonus earned was paid in 2000.

PERSONAL SERVICE AGREEMENT

We entered into a three-year personal service agreement with KJN Management
Ltd., commencing in July 1999 for the services of its CFO, Rahoul Sharan, which
provided for the payment of a fee by the Company to KJN Management Ltd. of
$120,000 per year. The service fee was increased to $180,000 per year in 2000
and subsequently been reduced in 2001, 2002, and 2003. The last bonus earned was
paid in 2000.

COMPENSATION OF DIRECTORS

Non-employee directors receive $1,000 for each Board of Directors meeting
attended. The Company pays all out-of-pocket expenses of attendance.

AMENDED AND RESTATED 1999 STOCK OPTION PLAN

Our Amended and Restated 1999 Stock Option Plan (the 1999 Plan) authorizes us to
grant to our directors, employees, consultants and advisors both incentive and
non-qualified stock options to purchase shares of our Common Stock. As of
December 31, 2003, our Board of Directors had reserved 13,000,000 shares for
issuance under the 1999 Plan, of which 1,721,500 shares were subject to
outstanding options and 11,278,500 shares remained available for future grants.
Our Board of Directors or a committee appointed by the Board (the Plan
Administrator) administers the 1999 Plan. The Plan Administrator selects the
recipients to whom options are granted and determines the number of shares to be
awarded. Options granted under the 1999 Plan are exercisable at a price
determined by the Plan Administrator at the time of the grant, but in no event
will the option price for any incentive stock option be lower than the fair
market value for our Common Stock on the date of the grant. Options become
exercisable at such times and in such installments as the Plan Administrator
provides in the terms of each individual option agreement. In general, the Plan
Administrator is given broad discretion to issue options and to accept a wide
variety of consideration (including shares of our Common Stock and promissory
notes) in payment for the exercise price of options. The 1999 Plan was
authorized by the Board of Directors and stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF EACH NOMINEE AS A DIRECTOR OF THE COMPANY.

PROPOSAL 2

APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE NUMBER OF
AUTHORIZED SHARES FROM 260,000,000 (250,000,000 OF COMMON STOCK AND
10,000,000 OF PREFERRED STOCK) TO 1,000,000,000 (990,000,000 OF COMMON STOCK
AND 10,000,000 OF PREFERRED STOCK)

The Board of Directors authorized an amendment to our Articles of Incorporation
to increase the number of our authorized shares. Subject to shareholder
approval, Article Fourth, Section 1 would be amended to read as follows and
would be filed with the Nevada Secretary of State:

"FOURTH: Capital Stock

1. Classes and Number of Shares. The Corporation is authorized to issue two
classes of stock. One class of stock shall be Common Stock, par value $0.001.
The second class of stock shall be Preferred Stock, par value $0.001. The
Preferred Stock, or any series thereof, shall have such designations,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof as shall be expressed in the
resolution or resolutions providing for the issue of such stock adopted by the
Board of Directors and may be made dependent upon facts ascertainable outside
such resolution or resolutions of the Board of Directors, provided that the
matter in which such facts shall operate upon such designations, preferences,
rights and qualifications, limitations or restrictions of such class or series
of stock is clearly and expressly set forth in the resolution or resolutions
providing for the issuance of such stock by the Board of Directors.

The total number of shares of stock of each class which the Corporation shall
have authority to issue and the par value of each share of each class of stock
are as follows:

Class Par Value Authorized Shares
----- --------- -----------------
Common $0.001 990,000,000
Preferred $0.001 10,000,000"

As of the Record Date, a total of 222,790,662 shares of the Company's Currently
authorized 250,000,000 shares of Common Stock are issued and outstanding. The
terms of the additional shares of common stock will be identical to those of the
currently outstanding shares of common stock. However, because holders of common
stock have no preemptive rights to purchase or subscribe for any unissued stock
of the Company, the issuance of additional shares of common stock will reduce
the current stockholders' percentage ownership interest in the total outstanding
shares of common stock. This amendment will not alter the current number of
issued shares. The relative rights and limitations of the shares of common stock
would remain unchanged under this proposal.

The increase in the number of authorized but unissued shares of common stock
would enable the Company, without further stockholder approval, to issue shares
from time to time as may be required for proper business purposes, such as
raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes. If approved, the Company has no present
intentions to issue any of the newly authorized shares of common stock

If the shareholders approve the increase in authorized capital stock, the ratio
of issued-to-authorized shares would increase from approximately 1:1 to 1:4. The
Company believes this dramatic increase is in the best interest of the Company
because it would be able to issue shares from time to time as may be required
for proper business purposes, such as raising additional capital for ongoing
operations, business and asset acquisitions, stock splits and dividends, present
and future employee benefit programs and other corporate purposes, without the
expense and time of obtaining stockholder approval.

In addition, one of the effects of proposed amendment might be to enable the
Board to render it more difficult to, or discourage an attempt to, obtain
control of the Company by means of a merger, tender offer, proxy contest or
otherwise, and thereby protect the continuity of present management. The Board
would, unless prohibited by applicable law, have additional shares of common
stock available to effect transactions (such as private placements) in which the
number of the Company's outstanding shares would be increased and would thereby
dilute the interest of any party attempting to gain control of the Company. Such
action could discourage an acquisition of the Company, which stockholders might
view as desirable.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.

PROPOSAL 3
RATIFICATION OF SELECTION OF AUDITORS

Our independent auditors for the year ended December 31, 2003 were Stonefield
Josephson, Inc., independent public accountants. The Board of Directors has
selected Peterson & Company. LLP to serve as our auditors for the fiscal year
ending December 31, 2004. Representatives of Peterson & Company, LLP are not
expected to be present at the Annual Meeting.

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, 2003 and 2004, 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.

AUDIT FEES

The aggregate fees paid to Stonefield Josephson, Inc. for professional services
rendered for the audit of our annual financial statements for the fiscal years
ended December 31, 2003 and 2002 totaled $58,716 and 22,974, respectively.

AUDIT RELATED FEES

There were no aggregate fees paid to Stonefield Josephson, Inc. for professional
services rendered for assurance and related services pertaining to the audit of
our annual financial statements for the fiscal years ended December 31, 2003 and
2002.

TAX FEES

The aggregate fees paid to Stonefield Josephson, Inc. for professional services
rendered for assurance and related services pertaining the tax compliance, tax
advice, and tax planning to the audit of our annual financial statements for the
fiscal years ended December 31, 2003 and 2002 totaled $1,991 and $4,203,
respectively.

ALL OTHER FEES

During the fiscal years ended December 31, 2003 and 2002, no fees were paid to
Stonefield Josephson, Inc., other than for audit and tax services described
above.

The Audit Committee has considered whether the provision of services covered in
the preceding paragraphs is compatible with maintaining Stonefield Josephson,
Inc.'s independence.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3.

ANNUAL REPORT

Our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003, as
amended and as filed with the SEC, excluding exhibits, is being mailed to
shareholders with this Proxy Statement. We will furnish any exhibit to our
Annual Report on Form 10-KSB free of charge to any shareholder upon written
request to the Company at 6333 Greenwich Drive, Suite 240, San Diego, California
92122. The Annual Report is not incorporated in, and is not a part of, this
Proxy Statement and is not proxy-soliciting material. You are encouraged to
review the Annual Report together with subsequent information filed by the
Company with the SEC and other publicly available information.

OTHER MATTERS

The Board of Directors does not know of any other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the Annual Meeting or any adjournment thereof, the proxy holders
named in the accompanying Proxy will have discretionary authority to vote all
proxies in accordance with their best judgment with respect to such matters.

San Diego, California

By Order of the Board of Directors

September 19, 2004

EXHIBIT "B"
-----------

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ONE VOICE TECHNOLOGIES, INC.

The undersigned, being the President of One Voice Technologies, Inc. a
corporation existing under the laws of the State of Nevada, does hereby certify
under the seal of the said corporation as follows:

1. The certificate of incorporation of the Corporation is hereby amended by
replacing Article Fourth, Section 1, in its entirety, with the following:

"FOURTH: Capital Stock

The total number of shares of stock of each class which the Corporation shall
have authority to issue and the par value of each share of each class of stock
are as follows:

Class Par Value Authorized Shares
----- --------- -----------------
Common $0.001 990,000,000
Preferred $0.001 10,000,000

2. The officers of the Corporation are authorized and directed to take such
actions as are necessary in their discretion to effectuate the purposes of each
of the above resolutions, including but not limited to the execution, delivery
and filing of all necessary certificates, applications and other documents and
the payment of all necessary fees in connection therewith.

3. The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 222,790,662 and the foregoing
change and amendment has been consented to and approved by the vote of the
shareholders of the Corporation holding at least a majority of each class of
stock outstanding and entitled to vote thereon

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto
affixed and this Certificate of Amendment of the Corporation's Certificate of
Incorporation, as amended, to be signed by Dean Weber, its President, this __
day of ________ 2004.

ONE VOICE TECHNOLOGIES, INC.

By:
DEAN WEBER, PRESIDENT

B-1

[Form of Proxy]

ONE VOICE TECHNOLOGIES, INC.
6333 GREENWICH DRIVE, SUITE 240
SAN DIEGO, CALIFORNIA 92122

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned, as a shareholder of common stock of One Voice Technologies,
Inc., a Nevada corporation (the "Company"), hereby acknowledges receipt of the
Proxy Statement and the notice of the shareholders meeting to be held on October
14, 2004, at 10:00 a.m. Pacific time, at the Prime Hotel and Suites, 5975 Lusk
Boulevard, San Diego, California 92121, and hereby further revokes all previous
proxies and appoints Dean Weber as proxy of the undersigned at said meeting and
any adjournments thereof with the same effect as if the undersigned were present
and voting the shares.

(1) For the election of the following persons as directors of the Company to
hold office until the 2004 Annual Meeting of Shareholders and until their
respective successors are elected and qualified:

Dean Weber
Rahoul Sharan
Bradley J. Ammon

[ ] AUTHORITY GRANTED to vote for [ ] AUTHORITY WITHHELD to
nominees listed above, except as vote for all nominees
indicated to the contrary below. listed above.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) The ratification of the selection of Peterson & Company, LLP as the
Company's auditors for the fiscal year ending December 31, 2004.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(4) In their discretion upon such other matters as may properly come before the
meeting and any adjournments thereof.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS YOU HAVE INDICATED ABOVE.
IF NO INDICATION HAS BEEN MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR THE ABOVE NOMINEES AND IN FAVOR OF SUCH PROPOSALS, AND AS SAID PROXY
DEEMS ADVISABLE ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THIS MEETING.

Dated: __________________________, 2004

(Signature)

(Signature of joint owner or additional trustee)

Sign exactly as your name appears on your share certificate. When signing as
attorney, executor, administrator, trustee or guardian, please give full title.
If more than one trustee, all should sign. All joint owners should sign. If a
corporation, sign in full corporation name by president or other authorized
officer. If a partnership, sign in partnership name by authorized person.
Persons signing in a fiduciary capacity should indicate their full title in such
capacity.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY VIA FASCIMILE AT
(303) 282-5800 OR BY USING THE ENCLOSED ENVELOPE.