SecProbe.io

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September 27, 2004

Mail Stop 4-6

Dean Weber, President
One Voice Technologies, Inc.
6333 Greenwich Drive, Suite 240
San Diego, California 92122

Re:	One Voice Technologies
	Registration Statement on Form SB-2
	Filed September 7, 2004
	File No. 333-118831

Dear Mr. Weber:

	This is to advise you that we have limited our review of the
above referenced Form SB-2 registration statement to the Selling
Stockholders section and we have the following comments. Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

1. Please identify the natural person(s) with sole or shared voting or
dispositive power over the shares held by the selling shareholders for
each of the entities listed in the selling shareholders table.  While,
we note your disclosure that Messrs. Lizt and Ackerman may be deemed
"control" persons with respect to La Jolla Cove and Alpha Capital,
respectively, we do not believe that this sufficiently addresses our
comment.  Refer to interpretation 4S of the Regulation S-K section of
the March 1999 supplement to the Publicly Available Telephone
Interpretation Manual and interpretation I.60 of the July 1997
Publicly Available Telephone Interpretation Manual.

2. Please confirm that none of the selling shareholders is a
registered broker-dealer.  Is any selling shareholder affiliated with
a registered broker-dealer?  With respect to any selling shareholder
that is an affiliate of a registered broker-dealer, you must disclose
(i) whether such selling shareholder purchased its shares in the
ordinary course of business and (ii) whether, at the time of the
purchase of such shares, the selling shareholder had any agreements or
understandings, directly or indirectly, with any person to distribute
the securities.

3. We note that 8,425,531 of the shares being registered for resale on
behalf of La Jolla Cove were issued "pursuant to a settlement."
Please provide a cross-reference in this section to your discussion of
the settlement in the Legal Proceedings section of your registration
statement.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

	If you have any questions, please call Adam Halper at (202) 824-
5523 or the undersigned at (202) 942-1800.

							Sincerely,

							Barbara C. Jacobs
							Assistant Director

cc: 	Darrin M Ocasio, Esq.
	Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Flr.
New York, NY 10018

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