SEC Company Response from ONE VOICE TECHNOLOGIES INC (CIK 0001096088) — Jun 3, 2005
ONE VOICE TECHNOLOGIES INC (CIK 0001096088)
Date: June 3, 2005 · CIK: 0001096088 · Accession: 0001019687-05-001577
AI Filing Summary & Sentiment
File numbers found in text: 333-124132
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[SICHENZIA ROSS FRIEDMAN FERENCE LLP letterhead]
June 3, 2005
VIA EDGAR
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Mark P. Shuman, Branch Chief - Legal
Division of Corporate Finance
United States Securities and Exchange Commission
Station Place
100 F Street, N.E.
Washington, D.C. 20549
RE: ONE VOICE TECHNOLOGIES, INC.
Registration Statement on Form SB-2
Filed April 18, 2005
File No. 333-124132
Form 10-KSB for fiscal year ended December 31, 2004
Form 10-QSB for the quarterly period ending March 31, 2005
File No. 0-27589
Dear Mr. Shuman:
This firm is special securities counsel to One Voice Technologies, Inc.
("ONEV" or the "Company") in connection with the above-referenced matters.
Enclosed for filing is ONEV's Amendment No. 1 to its Form SB-2, Form 10-KSB/A
for the fiscal year ended December 31, 2004, Form 10-QSB/A for the quarterly
period ending March 31, 2005 and Form 8-K/A, each for filing. Below, please find
our responses to your May 18, 2005 comment letter.
FORM SB-2
General
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1. Update your financials statements pursuant to Item 310(g) of Regulation
S-B as required by Item 22 of Form SB-2.
Response:
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We have updated the Company's financial statements and MD&A to
incorporate the disclosures in the Company's quarterly report for the period
ending March 31, 2005 in accordance with Item 310(g) of Regulation SB-2 and as
required by Item 22 of Form SB-2.
2. Based upon our review of the form of convertible note issued in
connection with the March 18, 2005 private placement, including Section
2.1 and the Notice of Conversion, are we correct in believing that
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holders of such notes have the right to require that some, none or all
future interest accrued under the note be paid in the form of shares
of your common stock? If so, we presume that such holders are not
proposing to sell shares of common stock under the registration
statement they would acquire upon conversion of amounts due them
resulting from future accruals of interest. Revise your registration
statement to make it clear that you are not registering such shares
and that the prospectus may not be used to sell such shares. In
addition, it appears that the form of the note attached as Exhibit 4.2
to your Form 8-K filed March 24, 2005 inadvertently repeats the first
page of the note several times. Please file a correct version of the
note, or confirm that the original note contains this text.
Response:
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The holders of the convertible notes have the right to require that
some, none or all future interest accrued under the note be paid in the form of
shares of the Company's common stock. We are not registering shares of the
Company's common stock issuable upon conversion of any future accrued and unpaid
interest under the convertible note. We have included disclosure to this effect
in Amendment No. 1 to the Company's registration statement on Form SB-2.
In addition, we have amended the Company's Current Report on Form 8-K
which was filed with the SEC on March 24, 2005 to re-file the convertible note
as Exhibit 4.2. We have deleted the multiple cover pages of the note and simply
filed a "form of" note.
Signature Page
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3. Your registration statement must be signed by your controller or
principal accounting officer in addition to your principal executive
officer, principal financial officer and a majority of your board of
directors. If the same person discharges both functions, please
indicate each of the capacities in which the signature is provided.
Revise accordingly.
Response:
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We have revised the signature page of the Company's registration
statement to include the signature of the Company's principal accounting officer
in addition to its principal executive officer, principal financial officer and
all of the Company's board of directors.
FORM 10-KSB
4. Your disclosure regarding your internal control over financial
reporting indicates that there have been "no significant changes" in
your "internal controls or in other factors that could affect internal
controls during [y]our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, [y]our internal
controls over financial reporting." Consistent with the requirements of
Item 308(c) of Regulation S-K, please confirm on a supplemental basis
whether there has been "any change" in your internal control over
financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13 a-15 of the Exchange Act that
occurred during the fiscal quarter that has materially affected or is
reasonably likely to materially affect your internal control over
financial reporting. Confirm you will include such disclosure in future
filings. See Item 3 08(c) of Regulation S-B and Release 33-8238.
Response:
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There has been NO CHANGE in the Company's internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Rule 13 a-15 of the Exchange Act that occurred during the
fiscal quarter that has materially affected or is reasonably likely to
materially affect the Company's internal control over financial reporting.
2
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Accordingly, we have revised Part II of Item 8A. of Form 10-KSB,
"Controls and Procedures", to state that there has been no such change. We will
include such disclosure in future filings.
FORM 10-QSB
5. It appears that you have not included the: disclosure required by Part
I of Item 3 (Controls and Procedures) of Form 10-QSB. Amend your Form
10-QSB to include such information, including the information discussed
in the preceding comment.
Response:
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We have inserted Part I of Item 3 of Form 10-QSB, "Controls And
Procedures", in Amendment No. 1 to the Company's quarterly report for the period
ended March 31, 2005, including the information discussed in Comment 4 above.
Should you have any questions, please do not hesitate to contact the
undersigned at 212-930-9700.
Sincerely,
/S/ ERIC A. PINERO
Eric A. Pinero, Esq.
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