UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 27, 2006
ONE VOICE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-27589 95-4714338
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4275 Executive Square #200, La Jolla, CA 92037
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (858) 552-4466
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 27, 2006, we were informed by Peterson & Co., LLP (the "Former
Accountant"), our independent registered public accounting firm, that it has
consummated a merger with Squar, Milner, Miranda & Williamson, LLP (the "New
Accountant"). The New Accountant, which is located in Newport Beach, California,
is also registered with the Public Company Accounting Oversight Board. The name
of the post-merger firm is Squar, Milner, Peterson, Miranda & Williamson, LLP.
The reports of the Former Accountant on the financial statements of the Company
for each of the two most recent fiscal years, did not contain an adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles for the two most recent fiscal years and
all subsequent interim periods, except that the Former Accountant's opinion in
its report on the Company's financial statements expressed substantial doubt
with respect to the Company's ability to continue as a going concern for the
last two fiscal years.
During the Company's two most recent fiscal years and the subsequent interim
period through the date of merger, there were no reportable events as the
term described in Item 304(a)(1)(iv) of Regulation S-B.
During the Company's two most recent fiscal years and the subsequent interim
period through the date of merger, there were no disagreements with the
Former Accountant on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of the Former Accountant, would have caused it to
make reference to the subject matter of the disagreements in connection with its
reports on these financial statements for those periods.
The Company has requested that the Former Accountant furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. The requested letter is attached as Exhibit 16.1 to
this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter from Accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONE VOICE TECHNOLOGIES, INC.
DATE: DECEMBER 1, 2006 /S/ DEAN WEBER
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DEAN WEBER
PRESIDENT AND CEO