AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2006


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

                                  FORM 10-QSB/A
                                (Amendment No. 1)

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       FOR THE PERIOD ENDED MARCH 31, 2006

                           COMMISSION FILE NO. 0-27589

                          ONE VOICE TECHNOLOGIES, INC.

                 (Name of Small Business Issuer in Its Charter)


            NEVADA                                              95-4714338
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)


               4275 EXECUTIVE SQUARE, STE. 200, LA JOLLA, CA 92037
                    (Address of Principal Executive Offices)

                                 (858) 552-4466
                           (Issuer's Telephone Number)

                                 (858) 552-4474
                           (Issuer's Facsimile Number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes [ ]  No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.

As of May 11, 2006, the registrant had 471,507,020 shares of common stock, $.001
par value, issued and outstanding.

Transitional small business disclosure format (check one): Yes [ ] No [X]





                                EXPLANATORY NOTE


This amended Quarterly Report is being filed for the sole purpose of modifying
Item 8A,.Controls and Procedures, to disclose certain deficiencies and material
weaknesses in the disclosure controls and procedures of the Company as of the
end of the period covered by this report to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms and is accumulated and
communicated to the Company's management, including its principal executive and
principal financial officer as appropriate to allow timely decisions regarding
required disclosure.








                                TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----

PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)                           F-1 - F-12

Item 2.   Management's Discussion and Analysis or Plan of Operation      13

Item 3.   Controls and Procedures                                        16

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                              16

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds    17

Item 3.   Defaults Upon Senior Securities                                18

Item 4.   Submission of Matters to a Vote of Security Holders            18

Item 5.   Other Information                                              18

Item 6.   Exhibits                                                       18

SIGNATURES                                                               19




                                     PART I
                              FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS.                                          Page No.
                                                                       --------

     Balance Sheets                                                      F-3
     Statements of Operations                                            F-4
     Statements of Cash Flows                                            F-5
     Notes to Financial Statements                                       F-6










            

                                ONE VOICE TECHNOLOGIES, INC.
                                       BALANCE SHEETS
                                         (UNAUDITED)


                                                                 March 31,     December 31,
                                                                   2006            2005
                                                               ------------    ------------
                                     ASSETS
CURRENT ASSETS:
         Cash and cash equivalents                             $    518,451    $    338,811
         Accounts receivable                                         23,952          42,696
         Inventories                                                 10,462           5,254
         Other current assets                                        50,143          40,574
                                                               ------------    ------------
           Total current assets                                     603,008         427,335

PROPERTY AND EQUIPMENT, net                                          73,821          84,703

         Software dev, net                                           33,341          40,552
         Trademarks, net                                              4,452           5,517
         Patents, net                                               102,085          94,200
         Deposits                                                    18,665          18,665
         Deferred debt issue costs                                   74,666          69,970
                                                               ------------    ------------
           Total assets                                        $    910,038    $    740,942
                                                               ============    ============

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
         Accounts payable                                            98,824         128,630
         Accrued expenses                                           134,657         147,305
         Settlement agreement liability                             800,500         920,000
         License agreement liability                                900,000         930,000
         Warrant derivative liability                             6,424,006       2,032,299
         Current portion of convertible debt, net                        --              --
                                                               ------------    ------------
           Total current liabilities                              8,357,987       4,158,234

LONG TERM DEBT:
         Long term portion of notes payable                         100,000         100,000
         Long term portion of convertible debt, net                  90,605         221,850
         Deferred rent                                                3,841              --
                                                               ------------    ------------
            Total liabilities                                     8,552,433       4,480,084

STOCKHOLDERS' DEFICIT:
         Preferred stock; $.001 par value, 10,000,000 shares
           authorized, no shares issued and outstanding                  --              --
         Common stock; $.001 par value, 990,000,000 shares
           authorized, 468,523,025 and 363,590,152 shares issued
           and outstanding at March 31, 2006 and December
           31, 2005, respectively                                   468,523         363,590
         Additional paid-in capital                              40,369,813      38,561,381
         Accumulated deficit                                    (48,480,731)    (42,664,113)
                                                               ------------    ------------
           Total stockholders' deficit                           (7,642,395)     (3,739,142)
                                                               ------------    ------------

         Total liabilities and stockholders' deficit           $    910,038    $    740,942
                                                               ============    ============


                                  See accompanying notes

                                            F-3




                          ONE VOICE TECHNOLOGIES, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                       Three Months Ended
                                               March 31, 2006     March 31, 2005
                                               -------------      -------------

REVENUE                                        $      61,298      $      10,363
COST OF REVENUE                                       20,509              1,128
                                               -------------      -------------
GROSS PROFIT                                          40,789              9,235

GENERAL AND ADMINISTRATIVE EXPENSES                  990,975          1,017,302
                                               -------------      -------------
NET LOSS FROM OPERATIONS                            (950,186)        (1,008,067)

OTHER INCOME (EXPENSES)
   Interest expense                                 (893,305)        (1,057,096)
   Settlement expense                               (100,500)                --
   Gain (loss) on warrant derivative              (3,877,509)                --
   Other, net                                          4,883                347
                                               -------------      -------------
NET LOSS                                       $  (5,816,617)     $  (2,064,816)
                                               =============      =============
NET LOSS PER SHARE, basic and diluted          $       (0.01)     $       (0.01)
                                               =============      =============
WEIGHTED AVERAGE SHARES OUTSTANDING,
  basic and diluted                              409,119,000        261,139,944
                                               =============      =============


                             See accompanying notes.

                                       F-4




                          ONE VOICE TECHNOLOGIES, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                              Three Months Ended
                                                           March 31,     March 31,
                                                            2006           2005
                                                         -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                             $(5,816,617)   $(2,064,816)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  USED IN OPERATING ACTIVITIES
    Depreciation and amortization                             31,387         50,782
    Amortization of debt discount and debt issue costs       865,147      1,059,482
    (Gain)loss on warrant derivative liability             3,877,509             --
    Share based compensation expense                         155,209             --

CHANGES IN OPERATING ASSETS AND LIABILITIES:
 (INCREASE) DECREASE IN ASSETS:
    Accounts receivable                                       18,744          2,696
    Inventories                                               (5,208)        (3,293)
    Prepaid expenses and other assets                         (9,569)       (14,789)
    Deposits                                                      --            975
    Deferred rent                                              3,840             --
 INCREASE (DECREASE) IN LIABILITIES:
    Accounts payable                                         (29,806)        45,210
    Accrued expenses                                          38,918         13,845
    Settlement agreement liability                           100,500             --
    License agreement liability                              (30,000)        95,000
    Deposit                                                                  (7,292)
                                                         -----------    -----------
       Net cash used in operating activities                (799,946)      (822,200)
                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                        (2,100)       (16,566)
    Patents                                                  (18,014)        (1,200)
                                                         -----------    -----------
       Net cash used in investing activities                 (20,114)       (17,766)
                                                         -----------    -----------


                                           F-5




                                   (Continued)

                                                              Three Months Ended
                                                            March 31,   March 31,
                                                             2006         2005
                                                           ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                    60,000           --
    Proceeds from convertible debt                           700,000      919,988
    Payments for debt issue costs                            (60,500)          --
    Proceeds from warrant exercise                           300,200           --
                                                           ---------    ---------
       Net cash provided by financing activities             999,700      919,988
                                                           ---------    ---------

NET INCREASE IN CASH                                         179,640       80,022
CASH AND CASH EQUIVALENTS, beginning of period               338,811      535,642
                                                           ---------    ---------

CASH AND CASH EQUIVALENTS, end of period                   $ 518,451    $ 615,664
                                                           =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                          $  10,000    $  26,603
                                                           =========    =========
    Income taxes paid                                      $     800    $     800
                                                           =========    =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
    Issuance of warrant derivative in connection
      with private placement and debt financing            $ 457,198    $ 724,305
                                                           =========    =========
    Beneficial conversion feature of debt                  $ 242,802    $ 275,695
                                                           =========    =========
    Common Stock issued upon conversion of debt            $ 992,138    $ 959,858
                                                           =========    =========
    Common Stock issued in connection                      $ 220,000    $      --
      with reduction of settlement liability               =========    =========


                              See accompanying notes.

                                       F-6





                          ONE VOICE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

(1) DESCRIPTION OF BUSINESS

         One Voice Technologies, Inc. is incorporated under the laws of the
         State of Nevada. The Company develops voice recognition software and it
         commenced operations in 1999.

         Prior to the fourth quarter of 2005, the Company's financial statements
         had been prepared and presented as those of a development stage
         enterprise. Based on the commercialization of its Mobile Voice product
         during 2005, the Company believes that such presentation is no long
         necessary.

         Located in San Diego, California, the Company has 12 full-time
         employees and 5 consultant/part-time employees. The company is traded
         on the NASD OTC Electronic Bulletin Board ("OTCBB") under the symbol
         ONEV.OB. One Voice commenced operations on July 14, 1999.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         INTERIM FINANCIAL STATEMENTS:

         The accompanying financial statements include all adjustments which
         are, in the opinion of management, necessary for a fair presentation of
         the results of operations for the periods presented. Interim results
         are not necessarily indicative of the results to be expected for the
         full year ending December 31, 2006. The financial statements should be
         read in conjunction with the financial statements included in the
         Company's annual report on Form 10-KSB for the year ended December 31,
         2005.

         GOING CONCERN:

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern, which contemplates the
         realization of assets and the satisfaction of liabilities in the normal
         course of business. The Company has incurred significant losses since
         inception of $48,481,000 and used cash for operations of $800,000
         during the quarter ended March 31, 2006. The Company also has a working
         capital deficit of $7,755,000 and a stockholders' deficit of $7,542,000
         as of March 31, 2006. These factors raise substantial doubt about the
         Company's ability to continue as a going concern. Management is
         currently seeking additional equity or debt financing and is pursuing
         revenue-bearing contracts utilizing various applications of its
         technology including wireless technology. The financial statements do
         not include any adjustments that might be necessary if the Company is
         unable to continue as a going concern.

         RECENT ACCOUNTING PRONOUNCEMENTS:

         In February 2006, the Financial Accounting Standards Board ("FASB")
         released Statement No. 155, Accounting for Certain Hybrid Financial
         Instruments, ("SFAS No. 155") was released. SFAS No.155 is an amendment
         of Statement No. 133, Accounting for Derivative Instruments and Hedging
         Activities , and Statement No. 140, Accounting for Transfers and
         Servicing of Financial Assets and Extinguishments of Liabilities. SFAS
         No. 155 establishes, among other items, the accounting for certain
         derivative instruments embedded within other types of financial
         instruments; and, eliminates a restriction on the passive derivative
         instruments that a qualifying special-purpose entity may hold.
         Effective for the Company beginning January 1, 2007, SFAS No. 155 is
         not expected to have any impact on the Company's financial position,
         results of operations or cash flows.

         In March 2006, the FASB released Statement No. 156, Accounting for
         Servicing of Financial Assets, an amendment of FASB Statement No. 140,
         ("SFAS No. 156") was released. SFAS No. 156 amends SFAS No. 140 to
         require that all separately recognized servicing assets and liabilities
         in accordance with SFAS No. 140 be initially measured at fair value, if
         practicable. Furthermore, this standard permits, but does not require,
         fair value measurement for separately recognized servicing assets and
         liabilities in subsequent reporting periods. SFAS No. 156 is also
         effective for the Company beginning January 1, 2007; however, the
         standard is not expected to have an impact on the Company's financial
         position, results of operation or cash flows.


                                      F-7





                          ONE VOICE TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

         In the first quarter of 2006, the Company adopted Statement No. 154,
         Accounting for Changes and Error Corrections--a replacement of APB
         Opinion No. 20 and FASB Statement No. 3, ("SFAS No. 154") which changed
         the requirements for the accounting for and reporting of a voluntary
         change in accounting principle. The Company also adopted Statement No.
         151, Inventory Costs--an amendment of ARB No. 43, Chapter 4 ("SFAS No.
         151") which, among other changes, requires certain abnormal
         expenditures to be recognized as expenses in the current period versus
         capitalized as a component of inventory. The adoption of SFAS No. 154
         did not impact the results presented and the impact on any future
         periods will depend on the nature and significance of any future
         accounting changes subject to the provisions of the statement. The
         adoption of SFAS No. 151 did not have any impact on the Company's
         financial position, results of operations or cash flows.


 (3) SETTLEMENT AGREEMENT LIABILITY:

         On January 6, 2006, the Company entered into a Settlement Agreement and
         Mutual Release (the "Settlement Agreement") with La Jolla Cove
         Investors, Inc. ("La Jolla") in which the Company and La Jolla agreed
         to forever settle, resolve and dispose of all claims, demands and
         causes of action asserted, existing or claimed to exist between the
         parties because of or in any way related to the Action. Under the
         Settlement Agreement, La Jolla and the Company agreed that each shall
         bear their own costs and attorney's fees associated with the Action and
         that the outstanding principle balance of convertible notes payable and
         accrued interest owed to La Jolla in the aggregate amount $159,613,
         would be extinguished. In addition, the Company agreed to pay to La
         Jolla:

         o        10,000,000 restricted shares of the Company's common stock on
                  January 6, 2006
         o        $300,000, which was paid on May 5, 2006; and
         o        $400,000 within 150 days of the date of the Settlement
                  Agreement

         Interest shall accrue on the $700,000 unpaid balance at 8% per annum
         commencing on the date of the Settlement Agreement until paid in full.
         If any payment is not made within 30 days of its due date, La Jolla may
         enter a judgment against the Company for the then unpaid balance, plus
         accrued interest and $100,000, upon the filing of a declaration of
         default by La Jolla. As of March 31, 2006, the outstanding balance due
         under the Settlement Agreement was $700,000.


(4) LICENSE AGREEMENT LIABILITY:

         In March 2000 the Company entered into a Software License Agreement
         ("License Agreement") with Philips Speech Processing, a division of
         Philips Electronics North America ("Philips"). Pursuant to the License
         Agreement, the Company received a world-wide, limited, nonexclusive
         license to certain speech recognition software owned by Philips. The
         initial term of the License Agreement was three (3) years, and the
         License Agreement included an extended term provision under which the
         License Agreement was automatically renewable for successive one (1)
         year periods, unless terminated by either party upon a minimum of sixty
         (60) days written notice prior to the expiration of the initial term or
         any extended term.


                                      F-8




                          ONE VOICE TECHNOLOGIES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

         The License Agreement provides for the Company to pay a specified
         commission on revenues from products incorporating licensed software,
         and includes minimum royalty payment obligations over the initial three
         (3) year term of the License Agreement in the aggregate amount of
         $1,100,000.

         Under an amendment to the License Agreement entered into in March 2002,
         the initial term of the License Agreement was extended for two (2)
         years, and the aggregate minimum royalty payment was increased to
         $1,500,000. The amendment also included a revised payment schedule of
         the minimum royalty payment obligation that provided for semi-annual
         payments of $250,000, through December 31, 2004(due on June 30th and
         December 31st of each year). In lieu of scheduled payments, in May,
         2003, based on a verbal agreement with Philips, the Company began
         making monthly payments of $15,000, of which $10,000 is being applied
         against the remaining minimum royalty payment due and $5,000 is being
         applied as interest. The Company is currently in discussions with
         Philips to restructure the agreement and settle past due balances. As
         of March 31, 2006 and December 31,2005, the outstanding minimum royalty
         obligations pursuant to the License Agreement were $900,000 and
         $930,000 respectively.

(5) WARRANT DERIVATIVE LIABILITY

          During the period ended March 31, 2006 the Company issued warrants in
          connection with convertible debt agreements and private placements
          that required analysis in accordance with EITF 00-19. EITF 00-19
          specifies the conditions which must be met in order to classify
          warrants issued in a company's own stock as either equity or as a
          derivative liability. Evaluation of these conditions under EITF 00-19
          resulted in the determination that these warrants should be classified
          as a derivative liability. In accordance with EITF 00-19, warrants
          which are determined to be classified as derivative liabilities are
          marked-to-market each reporting period, with a corresponding non-cash
          gain or loss charged to the current period. The Company valued all
          warrant derivative liabilities as of March 31, 2006 using a
          Black-Scholes option pricing model using the following assumptions:
          expected dividend yield of 0.0%, expected stock price volatility of
          110%, risk free interest rate of 4.83% and a remaining contractual
          life ranging from 1.40 years to 4.00 years. The Company valued all
          warrant derivative liabilities as of December 31, 2005 using a
          Black-Scholes option pricing model using the following assumptions:
          expected dividend yield of 0.0%, expected stock price volatility of
          100%, risk free interest rate of 4.35% and a remaining contractual
          life ranging from 0.30 years to 4.00 years. The valuation conducted as
          of March 31, 2006 resulted in a non-cash loss of $3,877,509 with a
          corresponding increase in the warrant derivative liability. As of
          March 31, 2006, the fair value of the warrant derivative liability was
          $6,424,006 respectively.


(6) NOTES PAYABLE:

         On August 8, 2003 the Company entered into a note payable in the amount
         of $100,000, with principal and interest at 8.0% per annum, due on
         August 8, 2008. At March 31, 2006 the balance on the note payable was
         $100,000.


(7) CONVERTIBLE NOTES PAYABLE:

         On March 17, 2006, we completed a private placement pursuant to a
         Subscription Agreement which we entered into with several institutional
         investors, pursuant to which the investors subscribed to purchase an
         aggregate principal amount of $700,000 in 6% secured convertible
         promissory notes and one Class A common stock purchase warrant for each
         one share which would be issued on the closing date assuming full
         conversion of the secured convertible notes issued on the closing date.


                                      F-9



                          ONE VOICE TECHNOLOGIES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

         The secured convertible notes bear simple interest at 6% per annum
         payable June 1, 2006 and semi-annually thereafter, and mature 2 years
         after the date of issuance. Each investor shall have the right to
         convert the secured convertible notes after the date of issuance and at
         any time, until paid in full into shares of our common stock. The
         conversion price per share shall be the lower of (i) $0.043 or (ii) 80%
         of the average of the three lowest closing bid prices for our common
         stock for the 30 trading days prior to, but not including, the
         conversion date as reported by Bloomberg, L.P. on any principal market
         or exchange where our common stock is listed or traded. The conversion
         price is adjustable in the event of any stock split or reverse stock
         split, stock dividend, reclassification of common stock,
         recapitalization, merger or consolidation. In addition, the conversion
         price of the secured convertible notes will be adjusted in the event
         that we spin off or otherwise divest ourselves of a material part of
         our business or operations or dispose all or a portion of our assets.
         Our obligation to repay all principal and accrued and unpaid interest
         under the convertible notes is secured by all of our assets pursuant to
         a certain Security Agreement dated February 16, 2006, which also
         secures the remaining principal amount of our convertible notes in the
         aggregate amount of $1,115,000 which we issued on March 18, 2005 and
         July 13, 2005 to certain of the investors participating in this new
         private placement.

         We issued an aggregate of 50,972,111 Class A common stock purchase
         warrants to the investors, representing one Class A warrant issued for
         each one share which would be issued on the closing date assuming full
         conversion of the secured convertible notes issued on the closing date.
         The Class A warrants are exercisable until four years from the closing
         date at an exercise price of $0.045 per share. The exercise price of
         the Class A warrants will be adjusted in the event of any stock split
         or reverse stock split, stock dividend, reclassification of common
         stock, recapitalization, merger or consolidation. In addition, the
         exercise price of the warrants will be adjusted in the event that we
         spin off or otherwise divest ourselves of a material part of our
         business or operations or dispose all or a portion of our assets. The
         fair value of the warrants of $457,000 using the Black Scholes option
         pricing model is recorded as a derivative liability. The beneficial
         conversion feature of approximately $243,000 will be amortized over the
         life of the debt using the interest method.

         During the three months ended March 31, 2006, $992,000 of notes payable
         was converted into approximately 71,383,000 shares of the Company's
         common stock at an average conversion price of $0.014 per share.


     
         Convertible notes payable at March 31, 2006 consists of the
following:


                                          Due                    Principal        Unamortized             Net
                                          Date                    Amount            Discount            Balance
                                     -----------------      -----------------    ----------------   --------------
         LONG-TERM PORTION

         Stonestreet Limited
         Partnership                 December 23, 2007      $          10,000    $        (6,039)   $        3,961
                                                            -----------------    ---------------    --------------

         Alpha Capital
         Aktiengesellschaft          March 18, 2008         $          25,000    $      (17,070)   $         7,930
                                                            -----------------    ---------------    --------------

         Alpha Capital
         Aktiengesellschaft          July 13, 2008          $         275,000    $      (209,453)   $       65,547
                                                            -----------------    ---------------    --------------

         Alpha Capital
         Aktiengesellschaft          March 17, 2008         $         250,000    $      (245,296)   $        4,704
                                                            -----------------    ---------------    --------------

         Ellis International
         Limited                     March 17, 2008         $         100,000    $      (98,118)   $         1,882
                                                            -----------------    ---------------    --------------

         Whalehaven Capital
         Fund Limited                March 17, 2008         $         250,000    $      (245,296)   $        4,704
                                                            -----------------    ---------------    --------------

         Momona Capital
         Corp.                       March 17, 2008         $         100,000    $       (98,123)   $        1,877
                                                            -----------------    ---------------    --------------

            TOTAL LONG TERM PORTION                         $       1,010,000    $      (919,395)  $        90,605
                                                            =================    ================   ==============


                                      F-10




                          ONE VOICE TECHNOLOGIES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(8) COMMON STOCK:

         During the three months ended March 31, 2006, Alpha Capital
         Akteingesellschaft converted approximately $291,000 of notes payable
         into approximately 21,196,000 shares of the Company's common stock at
         an average conversion price of $0.014. During the same period, Alpha
         Capital Akteingesellschaft exercised warrants to purchase 14,300,000
         shares of common stock for cash in the amount of $200,200.

         During the three months ended March 31, 2006, Whalehaven Fund, Limited
         converted approximately $583,000 of notes payable into approximately
         41,030,000 shares of the Company's common stock at an average
         conversion price of $0.014.

         During the three months ended March 31, 2006, Ellis International Ltd.
         converted approximately $75,000 of notes payable into approximately
         5,855,000 shares of the Company's common stock at an average conversion
         price of $0.013. During the same period, Ellis International Ltd.
         exercised warrants to purchase 6,250,000 shares of common stock for
         cash in the amount of $100,000.

         During the three months ended March 31, 2006, Omega Capital Small Cap
         Fund converted approximately $27,500 of notes payable into
         approximately 2,167,000 shares of the Company's common stock at an
         average conversion price of $0.013.

         During the three months ended March 31, 2006, Osher Capital Inc.
         converted approximately $15,600 of notes payable into approximately
         1,134,000 shares of the Company's common stock at an average conversion
         price of $0.014.

         During the three months ended March 31, 2006, an accredited investor
         purchased an aggregate of 3,000,000 shares of restricted common stock
         for a total purchase price of $60,000. In addition, the investor
         received an aggregate of 3,000,000 Class A and 3,000,000 Class B common
         stock purchase warrants with an exercise price of $0.045 and $0.06 per
         share respectively.

(9) ACCOUNTING FOR STOCK-BASED COMPENSATION

          On January 1, 2006 the Company adopted Statement of Financial
          Accounting Standards ("SFAS") No.123 (Revised 2004), "Share Based
          Payment," ("SFAS 123"), using the modified prospective method. In
          accordance with SFAS No. 123, the Company measures the cost of
          employee services received in exchange for an award of equity
          instruments based on the grant-date fair value of the award. That cost
          is recognized over the period during which an employee is required to
          provide service in exchange for the award - the requisite service
          period. The Company determines the grant-date fair value of employee
          share options using the Black-Scholes option-pricing model.

          Under the modified prospective approach, SFAS 123 applies to new
          awards and to awards that were outstanding on January 1, 2006 that are
          subsequently modified, repurchased or cancelled. Under the modified
          prospective approach, compensation cost recognized for the first
          quarter of fiscal 2006 includes compensation cost for all share-based
          payments granted prior to, but not yet vested on, January 1, 2006,
          based on the grant-date fair value estimated in accordance with the
          pro forma provisions of SFAS 123, and compensation cost for all
          share-based payments granted subsequent to January 1, 2006, based on
          the grant-date fair value estimated in accordance with the provisions
          of SFAS 123R. Prior periods were not restated to reflect the impact of
          adopting the new standard. During the period ended March 31, 2006, the
          Company recorded $155,000 in non-cash charges for the implementation
          of SFAS 123R. As of March 31, 2006, there was approximately $317,000
          of total unrecognized compensation costs related to unvested options.

          The fair value of stock options at date of grant was estimated using
          the Back-Scholes model with the following assumptions: expected
          volatility of 90.9%, expected term of 2.0 years, risk-free interest
          rate of 5.27%, and expected dividend yield of 0%. Expected volatility
          is based on the historical volatilities of the Company's common stock.
          The expected life of employee stock options is determined using
          historical data of employee exercises and represents the period of
          time that stock options are expected to be outstanding. The risk free
          interest rate is based on the U.S. Treasury Moody AAA for the expected
          life of the stock option.


                                      F-11



                          ONE VOICE TECHNOLOGIES, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the stock option transactions during the three
months ended March 31, 2006:


     
                                                       March 31, 2006
                                                       -----------------------------------------------------
                                                                                                  Weighted
                                                                                                  average
                                                                              Weighted            remaining
                                                                              average             contractual
                                                                              exercise            life
                                                       Shares                 price               (in years)
                                                       --------          ------------------       ----------
                  Options outstanding 1/1/2006          1,921,500            $    1.47               5.63
                  Options granted                      57,700,000            $    0.016              9.82
                  Options exercised                            --                   --                 --
                  Options terminated                           --                   --                 --
                  Options outstanding 3/31/2006        59,521,500            $    .06                9.71
                  Options exercisable 3/31/2006        20,848,583            $    .15


Prior to January 1, 2006, the Company accounted for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. Had compensation cost for the plan been determined based on the
fair value of the options at the grant dates consistent with the method of SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an Amendment of SFAS No. 123," the Company's net earnings and earnings per share
would have been:

                                                            For the three months
                                                            --------------------
                                                                   Ended
                                                               March 31, 2005
                                                               --------------
          Net income as reported                                $(2,064,816)

     Deduct: Total stock-based employee compensation expense
     determined under fair value based method for all awards,
     net of related tax effects                                 $      (100)



                                                                -----------
            Pro forma income net income                         $(2,064,916)
                                                                ===========

     Basic and diluted loss per share                           $      (.01)
          Pro forma basic and diluted loss per share            $      (.01)

The pro forma compensation costs presented above were determined using the
weighted average fair values of options granted under the Company's stock option
plans. The fair value of the grants was estimated using the Black-Scholes option
pricing model with the following weighted-average assumptions. See the 2005
assumptions below:

         Expected life                                         3 Years
         Risk-free interest rate                                  5.0%
         Dividend yield                                              -
         Volatility                                               100%



(10) SUBSEQUENT EVENTS:

         On May 5, 2006, we voluntarily determined to reduce the exercise prices
         of 19,968,783 Class A warrants and 67,531,305 Class B warrants issued
         pursuant to the March 2005 Subscription Agreement from an exercise
         price of $0.016 to $0.013 per share.

         On May 5, 2006, the Company held a closing pursuant to a subscription
         agreement it entered into with several accredited investors as of May
         5, 2006, pursuant to which the investors subscribed to purchase an
         aggregate principal amount of $324,000 in 6% convertible promissory
         notes. The Company received $299,500 of the purchase price on May 5,
         2006. The convertible notes bear simple interest at 6% per annum
         payable June 1, 2006 and semi-annually thereafter and mature 2 years
         after the date of issuance. Each investor shall have the right to
         convert the convertible notes after the date of issuance at any time,
         until paid in full, into shares of our common stock. The conversion
         price per share shall be the lower of (i) $0.043 or (ii) 80% of the
         average of the three lowest closing bid prices for our common stock for
         the 30 trading days prior to, but not including, the conversion date.


                                      F-12




ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

WITH THE EXCEPTION OF HISTORICAL MATTERS, THE MATTERS DISCUSSED HEREIN ARE
FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. FORWARD LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO STATEMENTS CONCERNING ANTICIPATED
TRENDS IN REVENUES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS
DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS. THERE IS ABSOLUTELY NO ASSURANCE
THAT WE WILL ACHIEVE THE RESULTS EXPRESSED OR IMPLIED IN FORWARD LOOKING
STATEMENTS.

OVERVIEW OF THE BUSINESS

One Voice Technologies, Inc. is a voice recognition technology company with over
$43 million invested in Research and Development and deployment of more than 20
million products worldwide in seven languages. To date, our customers include:
Walt Disney Internet Group, Warner Home Video, Golden State Cellular, Inland
Cellular, Eloqui Wireless, Cell One of Amarillo, Panhandle Telephone
Cooperative, Panhandle Telecommunication Systems, Inc, DTC Wireless (formerly
Advantage Cellular Systems, Inc.), Nex-Tech Wireless, Plateau Wireless, West
Central Wireless, Telispire PCS, NewEgg.com, PC Alchemy, CompUSA, Dell.com and
Cannon PC. Based on our patented technology, One Voice offers voice solutions
for the Telecom and Interactive Multimedia markets. Our telecom solutions allow
business and consumer phone users to Voice Dial, Group Conference Call, Read and
Send E-Mail and Instant Message, all by voice. We offer PC Original Equipment
Manufacturers (OEM's) the ability to bundle a complete voice interactive
computer assistant which allows PC users to talk to their computers to quickly
play digital media (music, videos, DVD) along with read and send e-mail
messages, SMS text messaging to mobile phones, PC-to-Phone calling (VoIP) and
PC-to-PC audio/video. We feel we are strongly positioned across these markets
with our patented voice technology.

We believe that the presence of voice technology as an interface in mobile
communications and PC computing is of paramount importance. Voice interface
technology makes portable communications products mobile, more effective and
safer to use and it makes communicating with a PC to play digital content, such
as music, videos and photos, easier for consumers. One Voice's development
efforts currently are focused on the Telecom and PC multimedia markets and more
specifically on mobile communications from a cell phone, directory assistance
and in-home digital media access.

TELECOM SECTOR

In the Telecom sector, the Mobile Messaging market, which has both business and
consumer market applications including: E-mail, Instant Messages, and SMS (Short
Message Service), is extremely large and is growing at an astonishing rate. Over
six trillion text messages are sent globally every year, and messaging has also
shown the consistent ability to generate significant revenue for carriers. One
Voice solutions enable users to send, intelligently route and receive text
messages using voice from any type of phone (wired or wireless) anywhere in the
world.

The company's strategy, in the telecom sector, is to continue aggressive sales
and marketing activities for our voice solutions which we believe may result in
increased deployments and revenue stream. The product offerings will encompass
both MobileVoice(TM) suite of solutions as well as our ADA(TM) Alternative to
Directory Assistance(TM).


PC SECTOR

In the PC sector, digital in-home entertainment is rapidly growing with the wide
acceptance of digital photography, MP3 music and videos, along with plasma and
LCD TV's. Companies including Apple, Microsoft and Intel are actively creating
products and technology, which allow consumers to experience the next generation
of digital entertainment. The company's Media Center Communicator(TM) product
works with Microsoft Windows XP Media Center Edition 2005 to add
voice-navigation and a full suite of communication features allowing consumers
to talk to their Media Center PC to play music, view photo slideshows, watch and
record TV, place Voice-Over-IP (VoIP) phone calls, read and send e-mail and
Instant Message friends and family, all by voice.


                                       13







The Company's strategy, in the PC Sector, is to continue its aggressive
marketing efforts to sign-up system integrators, such as those engaged in the
business of home theatre installation and value-added resellers under the
company's reseller program launched in 2005. The company will continue to pursue
OEMs for bundling agreements of its' Media Center Communicator product. These
OEM agreements may include revenue share business models as well as discounted
individual user license fees. The company will continue to use industry
associations, forums and tradeshow events such as CES, CEDIA, EHX and Digital
Life to promote awareness of our products and build strategic alliances.

The company has recently teamed up with Intel Corporation to launch an online
training program for Intel Resellers worldwide. The Intel Reseller Channel
represents hundreds of thousands of certified resellers of Intel products and
solutions. The training program, entitled "How to Sell Intel Digital Home
Platforms" is designed to educated Intel Resellers on the products and solutions
currently available to build the ultimate Digital Home experience. This training
program will also highlight the company's Media Center Communicator(TM) product.

In the first quarter of 2006, the company signed a multi-year contract with
Nex-Tech Wireless; launched MobileVoice(TM) services with Panhandle
Telecommunication Services, Inc.(PTSI), Plateau Telecommunications, Inc. and DTC
Wireless(formerly Advantage Cellular Systems, Inc.); and launched the
Alternative to Directory Assistance(TM) service for PTSI subscribers. The
management team remains committed to generating near and long term revenues
significant enough to fund daily operations, building shareholder value, expand
the intellectual property portfolio and developing cutting edge solutions and
applications for the emerging speech recognition market sector.

Critical Accounting Policies
- ----------------------------

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosures of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to impairment
of property, plant and equipment, intangible assets, deferred tax assets and
fair value computation using Black Scholes option pricing model. We base our
estimates on historical experience and on various other assumptions, such as the
trading value of our common stock and estimated future undiscounted cash flows,
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions; however,
we believe that our estimates, including those for the above-described items,
are reasonable.

RESULTS OF OPERATIONS

The following table sets forth selected information from the statements of
operations for the three months ended March 31, 2006 and 2005.

                  SELECTED STATEMENT OF OPERATIONS INFORMATION

                                                       Three Months Ended
                                                            March 31,
                                                     2006             2005
                                                 -----------      -----------
         Gross revenues                          $    61,298      $    10,363

         Cost of sales                               (20,509)          (1,128)
         General and administrative expenses        (990,975)      (1,017,302)
         Other income (expenses)                  (4,866,431)      (1,056,749)
                                                 -----------      -----------

         Net loss                                $(5,816,617)     $(2,064,816)
                                                 ===========      ===========


                                       14




DISCUSSION OF THE THREE MONTHS ENDED MARCH 31, 2006 COMPARED WITH THE THREE
MONTHS ENDED MARCH 31, 2005.

Gross revenues amounted to $61,000 and $10,000 for the three months ended March
31, 2006 and 2005, respectively. The increase in revenues compared with the
prior year period resulted from the addition of three MobileVoice customers and
one Alternative to Directory Assistance customer.

General and administrative expenses decreased to $991,000 for the three months
ended March 31, 2006 from $1,017,000 for the same period in 2005. Salary and
wage expense was $382,000 for the three months ended March 31, 2006 as compared
to $327,500 for the same period in 2005. Depreciation and amortization expenses
decreased to $32,000 for the three months ended March 31, 2006 from $51,000 for
the same period in the prior year, primarily due to the retirement of fixed
assets. Amortization and Depreciation expenses consisted of patent and
trademarks, computer equipment and software development fees. Interest expense
decreased to $893,000 in 2006, as compared to $1,057,000 in 2005

We had a net loss of $5,817,000, or basic and diluted net loss per share of
$0.01, for the three months ended March 31, 2006 compared to $2,065,000, or
basic and diluted net loss per share of $0.01, for the same period in 2005.


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2006, we had a negative working capital of $7,755,000 as compared
to a negative working capital of $3,731,000 at December 31, 2005.

In March 2006, the Company received $60,000 through a private placement of
3,000,000 shares of common stock and an aggregate of 6,000,000 warrants.

Additionally, in March 2006, we received $700,000 through a private placement of
convertible notes and 50,972,110 Class A warrants.

In addition, for the three months ended March 31, 2006, the Company received
approximately $300,000 from the exercise of 20,550,000 warrants.

Net cash used in operating activities was $800,000 for the 2006 Period compared
to $822,000 for the 2005 Period. We believe that our average monthly cash
requirements approximate $270,000.

Net cash used in investing activities was $20,000 for the 2006 Period compared
to $18,000 for the 2005 Period. During the three months ended March 31, 2005,
cash was primarily used for capitalized computer equipment and patents.

Net cash provided by financing activities was $1,000,000 for the 2006 Period
compared to $920,000 for 2005 Period.

We incurred a net loss of $5,817,000 during the 2006 Period and had an
accumulated deficit of $48,481,000. Our losses through March 31, 2006 included
interest and amortization expenses, development costs and operational and
promotional expenses.

We anticipate maintaining a cash balance through our financial partners that
will sustain operations through August 2006. We continue to rely heavily on our
current method of convertible debt and equity funding, which has financed us
since 2001, until we are operationally cash flow positive. The losses through
the quarter ended March 31, 2006 were due to minimal revenue and our operating
expenses, with the majority of expenses in the areas of: salaries, legal fees,
consulting fees, as well as amortization expense relating to software
development, debt issue costs and beneficial conversion features. We face
considerable risk in completing each of our business plan steps, including, but
not limited to: a lack of funding or available credit to continue development
and undertake product rollout; potential cost overruns; a lack of interest in
its solutions in the market on the part of wireless carriers or other customers;
potential reduction in wireless carriers which could lead to significant delays
in consummating revenue bearing contracts; and/or a shortfall of funding due to
an inability to raise capital in the securities market. Since further funding is
required, and if none is received, we would be forced to rely on our existing
cash in the bank or secure short-term loans. This may hinder our ability to
complete our product development until such time as necessary funds could be
raised. In such a restricted cash flow scenario, we would delay all cash
intensive activities including certain product development and strategic
initiatives described above.

On May 5, 2006, the Company held a closing pursuant to a subscription agreement
it entered into with several accredited investors as of May 5, 2006, pursuant to
which the investors subscribed to purchase an aggregate principal amount of
$324,000 in 6% convertible promissory notes. The Company received $299,500 of
the purchase price on May 5, 2006.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.


                                       15




Item 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management,
including its Chief Executive Officer (the principal executive officer) and
Chief Financial Officer (the principal accounting and financial officer),
previously evaluated the effectiveness of the design and operation of its
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act) as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered by this
report, the Company's disclosure controls and procedures were effective for the
purposes of recording, processing, summarizing and timely reporting of material
information relating to the Company required to be included in its periodic
reports and is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.

Subsequent to the original evaluation, the Company's management received a
letter dated March 31, 2006 (the "Letter") from Peterson & Co., LLP, its
independent auditors, addressed to the Chief Executive Officer and Chairman of
the Board of Directors in connection with the audit of our financial statements
as of December 31, 2005, which identified certain matters involving internal
controls and procedures that they consider to be significant deficiencies or
material weaknesses under the standards of the Public Company Accounting
Oversight Board. These material weaknesses have no impact on reported financials
included in this report. These material weaknesses were: (1) lack of sufficient
and knowledgeable personnel to maintain appropriate accounting and financial
reporting organizational structure to support the activities of the Company; (2)
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) ineffective personnel resources and
technical accounting expertise within the accounting function to resolve
non-routine or complex accounting matters; (6) ineffective controls over period
end financial close and reporting processes; and (7) inadequate procedures for
appropriately identifying, assessing and applying accounting principles.

In accordance with Exchange Act Rules 13a-15 and 15d-15, and after receipt of
the Letter, the Company has re-evaluated, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of the end
of the period covered by this report. Based upon this re-evaluation the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
current disclosure controls and procedures are not effective for the purposes of
recording, processing, summarizing and timely reporting of material information
relating to the Company required to be included in its periodic reports.

We are committed to improving our financial organization. As part of this
commitment, we are considering creating a segregation of duties consistent with
control objectives and increasing our personnel resources and technical
accounting expertise within the accounting function to resolve non-routine or
complex accounting matters. In addition, we intend to take the following actions
to enhance our internal controls, if funds are available for the Company to
undertake such actions:

i) Appointing one or more outside directors to our board of directors who shall
be appointed to the audit committee of the Company resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures; and

ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our disclosure
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.

(b) Changes in Internal Controls

Other than noted above, there have been no changes in our internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred
during the end of the period covered by this report that has materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting.


                                       16




                                    PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There has been no bankruptcy, receivership or similar proceedings.

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

As previously disclosed to the public in our reports filed with the Securities
and Exchange Commission, we were the subject of a legal proceeding in the San
Diego County Superior Court (the "Court") entitled La Jolla Cove Investors, Inc.
("La Jolla") vs. One Voice Technologies, Inc., Case No. GIC850038 (the "Action")
which was filed with the Court for an unspecified amount of damages. La Jolla
held our convertible debentures related to our past financings. La Jolla claimed
that we failed to honor its conversion notices resulting in damages. La Jolla
filed a similar suit in 2004 and dismissed the suit after we transferred shares
pursuant to conversion notices and an interim settlement agreement. In
particular, we agreed to and did register 8,425,531 shares of our common stock
to honor the past conversion notice and an additional 8,425,531 shares pursuant
to such interim settlement agreement. Part of the resolution of the first
lawsuit restrained La Jolla from tendering additional conversion notices for a
specified period of time. During that time period, La Jolla requested that we
amend the terms of the outstanding debentures, but we refused to do so. We
tendered back the outstanding debenture amounts to La Jolla on two occasions. We
secured alternative financing and did not honor further conversion notices from
La Jolla. The Action was thereafter commenced by La Jolla.

On January 6, 2006, La Jolla and the Company entered into a Settlement Agreement
and Mutual Release (the "Settlement Agreement") in which La Jolla and we agreed
to forever settle, resolve and dispose of all claims, demands and causes of
action asserted, existing or claimed to exist between the parties because of or
in any way related to the Action. Under the Settlement Agreement, La Jolla and
the Company agreed that the parties shall bear their own costs and attorney's
fees associated with the Action. In addition, we agreed to pay to La Jolla:

         o        10,000,000 restricted shares of our common stock upon the
                  execution of the Settlement Agreement;
         o        $300,000 was paid on May 5, 2006; and
         o        $400,000 within 150 days of the date of the Settlement
                  Agreement.

Interest shall accrue on the $700,000 unpaid balance at 8% per annum commencing
on the date of the Settlement Agreement until paid in full. If any payment is
not made within 30 days of its due date, La Jolla may enter a judgment against
us for the then unpaid balance, plus accrued interest and $100,000, upon the
filing of a declaration of default by La Jolla.

In exchange for the aforementioned settlement payments, La Jolla shall cause a
request for dismissal with prejudice to be filed with the Court which will
dismiss the Action subject to our compliance with the terms of the Settlement
Agreement.


                                       17




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


The securities described below represent our securities sold by us for the
period starting January 1, 2006 and ending March 31, 2006 that were not
registered under the Securities Act of 1933, as amended, all of which were
issued by us pursuant to exemptions under the Securities Act. Underwriters were
involved in none of these transactions.


PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

On March 13, 2006, the Company held a closing with one accredited investor
pursuant to which the investor subscribed to purchase an aggregate of 3,000,000
shares of restricted common stock for a total purchase price of $60,000. In
addition, the investor received an aggregate of 3,000,000 Class A common stock
purchase warrants and 3,000,000 Class B common stock purchase warrants to the
investor, representing one Class A and one Class B warrants issued for each
share which was issued on the closing date. The Class A warrants are exercisable
until four years from the closing date at an exercise price of $0.045 per share.
The Class B warrants are exercisable until four years from the closing date at
an exercise price of $0.06 per share. The holder of the Class B warrants will be
entitled to purchase one share of common stock upon exercise of the Class B
warrants for each share of common stock previously purchased upon exercise of
the Class A warrants.

SALES OF DEBT AND WARRANTS FOR CASH

On March 17, 2006, we completed a private placement pursuant to a Subscription
Agreement which we entered into with several accredited and/or qualified
institutional investors dated as of dated as of March 17, 2006, pursuant to
which the investors subscribed to purchase an aggregate principal amount of
$700,000 in 6% secured convertible promissory notes and one Class A common stock
purchase warrant for each one share which would be issued on the closing date
assuming full conversion of the secured convertible notes issued on the closing
date.

The secured convertible notes bear simple interest at 6% per annum payable upon
each conversion, June 1, 2006 and semi-annually thereafter, and mature 2 years
after the date of issuance. Each investor shall have the right to convert the
secured convertible notes after the date of issuance and at any time, until paid
in full, at the election of the investor into fully paid and nonassessable
shares of our common stock. The conversion price per share shall be the lower of
(i) $0.043 or (ii) 80% of the average of the three lowest closing bid prices for
our common stock for the 30 trading days prior to, but not including, the
conversion date as reported by Bloomberg, L.P. on any principal market or
exchange where our common stock is listed or traded. The conversion price is
adjustable in the event of any stock split or reverse stock split, stock
dividend, reclassification of common stock, recapitalization, merger or
consolidation. In addition, the conversion price of the secured convertible
notes will be adjusted in the event that we spin off or otherwise divest
ourselves of a material part of our business or operations or dispose all or a
portion of our assets. Our obligation to repay all principal, and accrued and
unpaid interest under the convertible notes is secured by all of our assets
pursuant to a certain Security Agreement dated as of February 16, 2006, which
also secures the remaining principal amount of our convertible notes in the
aggregate amount of $1,115,000 which we issued on March 18, 2005 and July 13,
2005 to certain of the investors participating in this new private placement.

We issued an aggregate of 50,972,111 Class A common stock purchase warrants to
the investors, representing one Class A warrant issued for each one share which
would be issued on the closing date assuming full conversion of the secured
convertible notes issued on the closing date. The Class A warrants are
exercisable until four years from the closing date at an exercise price of
$0.045 per share. The exercise price of the Class A warrants will be adjusted in
the event of any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation. In
addition, the exercise price of the warrants will be adjusted in the event that
we spin off or otherwise divest ourselves of a material part of our business or
operations or dispose all or a portion of our assets.


                                       18




OPTION GRANTS

On January 24, 2006, we issued nonstatutory options to purchase an aggregate of
57,200,000 shares of our common stock at a price equal to $0.016 per share to
certain of our employees, directors and consultants. The aforementioned options
were issued pursuant to our 2005 Stock Incentive Plan.

During the quarter ended March 31, 2006, we issued an aggregate total of
57,700,000 options to employees.

ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS

On April 20, 2006, the Company issued 3,000,000 restricted common shares in
exchange for an agreement to provide consulting services and a release on
potential Claims.

On February 7, 2006, we issued 10,000,000 restricted common shares to La Jolla
Cove Investors, Inc. pursuant to a Settlement Agreement entered into on January
6, 2006.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS:


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


    31.1          Certification of the Chief Executive Officer and Interim Chief
                  Financial Officer of One Voice Technologies, Inc. Pursuant to
                  18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002.


    32.1          Certification Chief Executive Officer and Interim Chief
                  Financial Officer Pursuant to 18 U.S.C. Section 1350, As
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002



                                       19





                                   SIGNATURES

In accordance with the requirements of the Exchange Act of 1933, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




DATE:  NOVEMBER 22, 2006          BY: /S/ DEAN WEBER
                                  ----------------------------------------------
                                  DEAN WEBER, CHAIRMAN, PRESIDENT, CHIEF
                                  EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE
                                  OFFICER) AND INTERIM CHIEF FINANCIAL OFFICER
                                  (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)



                                       20