VOICE POWERED TECHNOLOGY INTERNATIONAL INC
8-K, 1998-09-11
ELECTRONIC COMPONENTS, NEC
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                      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)  September 3, 1998
                                                  -----------------------------

                 VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
- -------------------------------------------------------------------------------
              (Exact name of Registrant as Specified in Charter)

         California               1-11476                  95-3977501
- ----------------------------    ------------   ---------------------------------
(State or Other Jurisdiction    (Commission    (IRS Employer Identification No.)
      of Incorporation          File Number)

             21 West Easy Street, Suite 106, Simi Valley, CA 93065
- --------------------------------------------------------------------------------
                   (Address of Principal Executive Offices)

Registrant's telephone number  (805) 578-8330
                             ---------------------------------------------------
   
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Item 4.           Change in Registrant's Certifying Accountant.

         On September 3, 1998, Voice Powered Technology International, Inc.
(the "Registrant") replaced BDO Sideman LLP ("BDO") as the principal
accountant to audit the Registrant's financial statements and engaged Radin,
Glass & Co., LLP ("Radin") as the principal accountant to audit the
Registrant's financial statements.

         BDO's reports on the Registrant's financial statements for the two
most recent fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were such reports modified as to audit scope or accounting
principles. However, BDO's reports on the Registrant's financial statements
for the two most recent fiscal years did contain a modification as to
uncertainty relating to the Registrant's ability to continue as a going
concern.

         The decision to replace BDO as the principal accountant to audit the
Registrant's financial statements was recommended and approved by the
Registrant's Board of Directors.

         During the Registrants' two most recent fiscal years and in the
subsequent interim period preceding the date of BDO's replacement, there were
no disagreements between the Registrant and BDO on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of BDO, would have caused
BDO to make a reference to the subject matter of the disagreement in
connection with BDO's reports on the Registrant's financial statements for
such periods.

         During the Registrant's two most recent fiscal years and the
subsequent interim period preceding the date of Radin's engagement, neither
the Registrant nor any person on the Registrant's behalf consulted Radin
regarding the application of accounting principles to a specific completed or
contemplated transaction or the type of audit opinion that might be rendered
on the Registrant's financial statements.

Item 7.           Financial Statements, Pro Forma Financial Information and 
                  Exhibits

                  (c)      Exhibits.

                           16.      Letter, dated September 8, 1998, from BDO
                                    Seidman LLP to SEC re Form 8-K Statements.

                           99.      Voice Powered Technology International,
                                    Inc. Press Release, dated 
                                    September 11, 1998.

                                      2

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                                  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.

                                 VOICE POWERED TECHNOLOGY
                                 INTERNATIONAL, INC.

                                 By: /s/ Mitchell B. Rubin
                                    --------------------------------------------
                                 Name:  Mitchell B. Rubin
                                 Title: President and Chief Financial Officer

Date: September 11, 1998
               
                                      3

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                                 EXHIBIT INDEX

Document                                                             Page Number
- --------                                                             -----------

16.      Letter, dated September 8, 1998, from BDO Seidman LLP to 
         SEC re Form 8-K Statements.                                     5

99.      Voice Powered Technology International, Inc. Press Release, 
         dated September 11, 1998.                                       6
                        
                                      4



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                                                                    Exhibit 16

September 8, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Re:      Voice Powered Technology International, Inc. Current Report on Form 8-K

We have read Item 4 of Voice Powered Technology International, Inc.'s Form 8-K
Current Report dated September 3, 1998, and we are in agreement with the
information contained therein insofar as it relates to BDO Seidman, LLP.
However, it should be noted that BDO Seidman, LLP, has not been associated
with Voice Powered Technology International, Inc.'s interim financial
statements subsequent to December 31, 1997.

Very truly yours,

/s/  BDO Seidman, LLP

                                      5



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                [LETTERHEAD: VOICE POWERED TECHNOLOGY]


FOR IMMEDIATE RELEASE                               CONTACT:
September 11, 1998                                  Mitchell Rubin
                                                    President
                                                    (805) 578-8330

VPTI APPOINTS RADIN, GLASS & CO., LLP AS NEW ACCOUNTING FIRM

SIMI VALLEY, CA, SEPTEMBER 11, 1998 -- Voice Powered Technology 
International, Inc. (OTC Bulletin Board: VPTI) has retained Radin, 
Glass & Co., LLP as the principal accountant to audit its financial 
statements. Voice Powered Technology's prior principal accountant 
has been BDO Seidman LLP for seven years.

Except for the historical information contained herein, the matters 
discussed in this news release are forward-looking statements that 
involve risks to and uncertainties in VPTI's business that may 
be detailed from time to time in the Company's reports filed with 
the Securities and Exchange Commission.

Voice Powered Technology International, Inc. designs, develops and 
markets low cost, portable voice recognition consumer electronics
products under the IQoVOICE (Trademark) brand, and is involved in the 
licensing of its proprietary VoiceLogic (Trademark) voice recognition 
technology throughout the world for other product applications. 
The company's most commercially successful product is the IQoVOICE 
Organizer, a voice powered calendar, reminder, telephone directory, 
and recorder, cumulative sales of which to date have exceeded 500,000 
units. The Company is headquartered in Simi Valley, California.



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