SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

 [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
       OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

                                       OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
     OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________________ to ____________________


                       Commission file number 000-229341


                                  IVOICE, INC.

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


NEW JERSEY                                                    51-0471976
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

750 HIGHWAY 34
MATAWAN, NJ                                                     07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

Registrant's Telephone Number, Including Area Code

(732) 441-7700

Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the
Exchange Act: CLASS A COMMON, NO PAR VALUE

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 ____

Number of shares of Class A, common stock, no par value, outstanding as of:
August 11, 2004:  7,432,192,201
<PAGE>

                                  iVOICE, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004

                                TABLE OF CONTENTS
                                -----------------
                                                                       PAGE NO.
                                                                      ----------
PART I.           FINANCIAL INFORMATION

                  Item 1. Financial Statements

                  Consolidated Balance Sheet - June 30, 2004               2

                  Consolidated  Statements  of  Operation -
                   For the three  months ended June 30, 2004 and 2003
                   and six months ended June 30, 2004 and 2003             3

                  Consolidated  Statements  of Cash Flows -
                   For the six months  ended June 30, 2004
                   and 2003                                               4-5

                  Notes to the consolidated financial statements          6-11

                  Item 2. Management's Discussion and Analysis of
                         Financial Condition and Results of Operations   12-14

                  Item 3. Controls and Procedures                        15-16


                  PART II. OTHER INFORMATION

                  Item 6.   Exhibits and Reports on Form 8-K              17


<PAGE>

                                  iVOICE, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             June 30,
                                                                               2004
                                                                           ------------
                                                                            (Unaudited)
      ASSETS

CURRENT ASSETS
<S>                                                                        <C>
   Cash and cash equivalents                                               $  8,628,635
   Accounts receivable, net of allowance for doubtful accounts of $2,700         38,906
   Inventory                                                                     19,896
   Securities available for sale                                                750,000
   Prepaid expenses and other current assets                                     54,103
                                                                           ------------
    Total current assets                                                      9,491,540
                                                                           ------------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $168,451              35,741
                                                                           ------------
OTHER ASSETS
   Intangible assets                                                            192,944
   Deposits and other assets                                                      7,000
                                                                           ------------
      Total other assets                                                        199,944
                                                                           ------------
      TOTAL ASSETS                                                         $  9,727,225
                                                                           ============
      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable and accrued expenses                                  $    201,972
    Billings in excess of costs                                                     487
    Notes Payable                                                             3,750,000
    Due to related parties                                                      551,859
    Deferred maintenance contracts                                               18,154
       Total current liabilities                                              4,522,472
                                                                           ------------
       Total liabilities                                                      4,522,472
                                                                           ------------
COMMITMENTS AND CONTINGENCIES                                                        --

STOCKHOLDERS' EQUITY
    Preferred stock, $1 par value; authorized 1,000,000 shares;
     no shares issued and outstanding                                                --
    Common stock, Class A -  no par value; authorized
     10,000,000,000 shares, 6,989,137,874 issued;
    6,835,942,201 outstanding
    Common stock, Class B - $.01 par value; authorized 50,000,000            22,992,655
     shares;  2,204,875 shares issued; 1,762,360 shares outstanding                  90
    Treasury stock, 600,000 Class A shares, at cost                             (28,800)
    Additional paid in capital                                                  317,250
    Accumulated deficit                                                     (18,076,442)
                                                                           ------------
       Total stockholders' equity                                             5,204,753
                                                                           ------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $  9,727,225
                                                                           ============
</TABLE>


     The accompanying notes are an integral part of the financial statement.


                                       2
<PAGE>


                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                     For the Three Months Ended      For the Six Months Ended
                                                              June 30,                      June 30,
                                                     --------------------------    --------------------------
                                                         2004           2003           2004           2003
                                                     -----------    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>            <C>
SALES, net                                           $    96,687    $    74,645    $   195,555    $   222,720

COST OF SALES                                             39,385         21,771         78,843         82,672
                                                     -----------    -----------    -----------    -----------
GROSS PROFIT                                              57,302         52,874        116,712        140,048
                                                     -----------    -----------    -----------    -----------
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                      26,662         22,314         60,007         53,579
    General and administrative expenses                  286,815        117,086        648,851        408,427
    Research and development                              29,298         63,974         61,521        125,671
    Depreciation and amortization                         25,528         31,604         53,325         72,898
                                                     -----------    -----------    -----------    -----------
Total selling, general and administrative expenses       368,303        234,979        823,704        660,575
                                                     -----------    -----------    -----------    -----------
LOSS FROM CONTINUING OPERATIONS                         (311,001)      (182,105)      (706,992)      (520,527)

COSTS IN CONNECTION WITH SPIN-OFF                             --         18,816          2,131         44,505
                                                     -----------    -----------    -----------    -----------
LOSS FROM DISCONTINUED OPERATIONS                             --          7,185         24,613         16,665
                                                     -----------    -----------    -----------    -----------
OTHER INCOME\(EXPENSE)
    Other income                                          61,691          1,487         90,982          2,986
    Write off of financing costs                        (148,250)       (36,925)    (1,325,750)       (61,268)
    Interest expense                                      (7,706)       (12,337)       (16,045)       (28,188)
                                                     -----------    -----------    -----------    -----------
Total other expenses                                     (94,265)       (47,775)    (1,250,813)       (86,470)

LOSS BEFORE INCOME TAXES                                (405,266)      (255,881)    (1,984,549)      (668,167)

PROVISION FOR INCOME TAXES                                    --             --             --             --
                                                     -----------    -----------    -----------    -----------
NET LOSS                                             $  (405,266)   $  (255,851)   $(1,984,549)   $  (668,167)
                                                     ===========    ===========    ===========    ===========
NET LOSS PER COMMON SHARE basic and diluted
    Continuing operations                            $     (0.00)   $     (0.00)   $     (0.00)   $     (0.01)
                                                     ===========    ===========    ===========    ===========
    Discontinued operations                          $     (0.00)   $     (0.00)   $     (0.00)   $     (0.00)
                                                     ===========    ===========    ===========    ===========
</TABLE>


     The accompanying notes are an integral part of the financial statement.

                                       3
<PAGE>


                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
                                                              For the Six Months Ended
                                                                      JUNE 30,
                                                             --------------------------
                                                                 2004           2003
                                                             -----------    -----------
CASH FLOW USED IN OPERATING ACTIVITIES
<S>                                                          <C>            <C>
   Net loss                                                  $(1,984,549)   $  (668,167)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                    5,113         18,940
   Amortization of prepaid expenses                              181,595         35,000
   Amortization of intangibles                                       562           --
   Amortization of software license                               47,650         54,400
   Loss from discontinued operations                              26,744           --
   Common stock issued for consulting services                 1,013,143           --
      Changes in certain assets and liabilities:

           Accounts receivable                                      (168)         5,136
           Inventory                                               2,690         13,237
           Accounts payable and accrued liabilities              556,364         51,092
           Legal settlement payable                                 --         (300,000)
           Deferred revenue                                      (12,652)          --
           Accounts payable and accrued liabilities              113,022        104,702
           Deferred revenue                                       (3,733)        29,026
           Other assets                                         (116,298)         5,480
                                                             -----------    -----------
Total cash used in operating activities                         (714,229)      (402,246)
                                                             -----------    -----------
CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                             (2,012)        (3,500)
   Investment in securities available for sale                  (750,000)          --
   Purchase of goodwill and other intangibles                    (12,722)        (4,820)
                                                             -----------    -----------
Total cash used in investing activities                         (764,734)        (8,320)
                                                             -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                    1,900,000        375,084
   Repayment of related party loans                              (49,010)       (60,000)
   Proceeds of notes payable                                   5,650,000        450,000
   Repayment of notes payable                                 (1,900,000)      (341,320)
   Repayment of capital leases payable                                --        (13,928)
   Sale of convertible debentures                                     --         40,000
                                                             -----------    -----------
Total cash provided by financing activities                    5,600,990        449,836
                                                             -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                      4,122,027         39,270

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                4,506,608        566,345
                                                             -----------    -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                    $ 8,628,635    $   605,615
                                                             ===========    ===========
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                          $        --    $       700
                                                             ===========    ===========
   Income taxes                                              $        --    $        --
                                                             ===========    ===========
</TABLE>


                                       5
<PAGE>


     The accompanying notes are an integral part of the financial statement.


                                       5
<PAGE>

                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2004

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

JUNE 30, 2004:

a)  During the six months ended June 30, 2004,  the Company  issued  306,060,606
    shares of Class A common stock for fees  associated  with the Equity Line of
    Credit with Cornell Capital valued at $1,010,000.

b)  During the six months ended June 30, 2004, the Company issued  1,132,404,330
    shares  of  Class A  common  stock  with a total  value  of  $1,900,000  for
    repayment of principal on outstanding  notes payable,  issued as advances on
    the equity line financing with Cornell Capital Partners, LP.

c)  During the six months  ended June 30,  2004,  the Company  issued  1,428,571
    shares of Class A common stock for directors fees valued at $3,143.

d)  During the six months ended June 30,  2004,  the Company  issued  23,909,564
    shares  of Class A  common  stock  for  legal  services  related  to  patent
    applications valued at $49,738.

e)  During the six months ended June 30,  2004,  the Company  issued  37,931,034
    shares of Class A common stock for legal services valued at $110,000.

JUNE 30, 2003:

a)  During the six months ended June 30,  2003,  the Company  issued  85,000,000
    shares of Class A common stock for consulting services valued at $55,000

b)  During the six months ended June 30, 2003,  the Company  issued  259,769,483
    shares of its Class A common stock for the repayment of $64,750 in principal
    on its 12% Convertible Debentures.

c)  During the six months ended June 30, 2003, the Company issued  1,174,527,722
    shares  of Class A common  stock  with a total  value of  $375,084.  Of this
    amount,  $341,320  was for  repayment  of  principal  on  outstanding  notes
    payable,  issued as  advances  on the equity  line  financing  with  Cornell
    Capital Partners,  LP. The balance of $33,764 was market discount charged to
    expense.

                                        6
<PAGE>

                                  IVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                                  JUNE 30, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  BASIS OF PRESENTATION

                  The accompanying  unaudited  consolidated financial statements
                  include  the  accounts  of  iVoice,  Inc.  (the  "Company"  or
                  "iVoice"),  and its wholly owned  subsidiaries.  iVoice,  Inc.
                  These  financial  statements  have been prepared in accordance
                  with accounting  principles  generally  accepted in the United
                  States  for  interim   financial   information  and  with  the
                  instructions to Form 10-QSB and Regulation  S-B.  Accordingly,
                  they  do not  include  all of the  information  and  footnotes
                  required  by  generally  accepted  accounting  principles  for
                  complete financial  statements.  In the opinion of management,
                  all   adjustments   (consisting   only  of  normal   recurring
                  adjustments) considered necessary for a fair presentation have
                  been included.

                  The result of operations  for the three and six-month  periods
                  ended June 30, 2004 and 2003 are not necessarily indicative of
                  the  results to be  expected  for the full year.  For  further
                  information,  refer to the financial  statements and footnotes
                  included in Form 10-KSB for the year ended December 31, 2003

                  PRINCIPLES OF CONSOLIDATION

                  The accompanying consolidated financial statements include the
                  accounts   of  the  Company   and  its   subsidiaries   iVoice
                  Technologies,   Inc.,  iVoice   Technologies2,   Inc.,  iVoice
                  Acquisition 2, Inc. and Trey  Resources,  Inc. On February 11,
                  2004,  Trey Resources was  distributed to iVoice  shareholders
                  through a spin-off  transaction.  The Statements of Operations
                  and Cash Flows for the six-month periods ending June 30, 2004,
                  reflect  the  results  of  Trey   Resources  as   discontinued
                  operations  through  February  11,  2004.  The  Statements  of
                  Operations  and Cash Flows for the  six-month  periods  ending
                  June 30,  2003 have also been  reclassified  to  reflect  Trey
                  Resources  as  a  discontinued   operation.   All  significant
                  intercompany transactions and balances have been eliminated in
                  consolidation.

                  On  April  17,  2004,   the  Company  formed  a  wholly  owned
                  subsidiary  corporation,  iVoice  Technologies,  Inc.,  in the
                  state of Nevada.

                  On June 28, 2004, the Company formed a wholly owned subsidiary
                  corporation,  iVoice  Technologies  2,  Inc.,  in the state of
                  Nevada.

                  On May 24,  2004,  the  Company  dissolved  its  wholly  owned
                  subsidiary  iVoice   Acquisition  2,  Inc.  in  the  state  of
                  Delaware.

                  EARNINGS PER SHARE

                  SFAS No. 128,  "Earnings Per Share"  requires  presentation of
                  basic  earnings per share ("Basic  EPS") and diluted  earnings
                  per share ("Diluted  EPS").  The computation of basic earnings
                  per share is computed by dividing  income  available to common
                  stockholders  by the weighted  average  number of  outstanding
                  common  shares during the period.  Diluted  earnings per share
                  gives  effect  to  all  dilutive   potential   common   shares
                  outstanding  during the period. The computation of diluted EPS
                  does not assume conversion, exercise or contingent exercise of
                  securities  that  would  have  an   anti-dilutive   effect  on
                  earnings.

                                       7
<PAGE>

                  The shares used in the computations are as follows:

<TABLE>
<CAPTION>
                                                 Three Months Ended                      Six Months Ended
                                             2004                   2003               2004                2003
                                        -------------          -------------       ------------       -------------
<S>                                     <C>                    <C>                <C>                 <C>
                  Basic and Diluted     6,517,020,939          1,808,287,092       5,967,707,119      1,291,351,758
</TABLE>

                  COMPREHENSIVE INCOME

                  SFAS No. 130, "Reporting  Comprehensive  Income",  establishes
                  standards  for the  reporting  and  display  of  comprehensive
                  income and its  components  in the financial  statements.  The
                  items  of  other  comprehensive   income  that  are  typically
                  required to be displayed are foreign  currency items,  minimum
                  pension liability adjustments, and unrealized gains and losses
                  on certain  investments in debt and equity  securities.  As of
                  June  30,  2004  the  Company  has  no  items  that  represent
                  comprehensive  income,  and thus, has not included a statement
                  of comprehensive income.

                  CASH EQUIVALENTS

                  The Company  considers  all highly liquid  investments  with a
                  maturity  of three  months or less when  purchased  to be cash
                  equivalents.

                  MARKETABLE SECURITIES

                  The Company has evaluated its investment  policies  consistent
                  with Financial  Accounting  Standards Board Statement No. 115,
                  Accounting   for  Certain   Investments  in  Debt  and  Equity
                  Securities  ("FASB  115"),  and  determined  that  all  of its
                  investment    securities    are    to   be    classified    as
                  available-for-sale.  Available-for-sale securities are carried
                  at fair value,  with the unrealized  gains and losses reported
                  in Stockholders'  Equity under the caption Equity  Adjustment.
                  The  amortized  cost  of  debt   securities  is  adjusted  for
                  amortization   of  premiums  and  accretion  of  discounts  to
                  maturity.  Such  amortization is included in interest  income.
                  Realized  gains and losses and  declines in value judged to be
                  other-than-temporary  on  available-for-sale   securities  are
                  included in interest  income.  The cost of securities  sold is
                  based on the  specific  identification  method.  Interest  and
                  dividends on securities classified as  available-for-sale  are
                  included in interest income.

NOTE 2 - SECURITIES AVAILABLE FOR SALE

                  On June 24, 2004, the Company  invested  $750,000 in Corporate
                  Strategies Inc., a Texas based merchant  banking company.  The
                  investment   represents   2,500,000   unregistered  shares  of
                  Corporate  Strategies,  Inc. Class A common stock and $500,000
                  in 5% secured  convertible  debentures  due May 24, 2007.  The
                  investment  representing  less  than  10%  of  the  equity  of
                  Corporate Strategies, Inc. is subject to registration with the
                  Securities and Exchange  Commission pursuant to a registration
                  rights agreement between Corporate Strategies and iVoice, Inc.
                  The   debentures   plus   accrued  and  unpaid   interest  are
                  convertible  into  Corporate  Strategies,  Inc. Class A common
                  stock  at the  lesser  of (a) an  amount  equal to 120% of the
                  initial bid price of the Corporate  Strategies,  Inc., Class A
                  common stock as listed on a principal  market or (b) an amount
                  equal to 80% of the lowest closing bid price for the 5 trading
                  days immediately preceding the date of conversion. At June 30,
                  2004,  the fair  market  value of the  investment  amounted to
                  $750,000.

                                       8
<PAGE>

NOTE 3 - NOTES PAYABLE

                  On February  23,  2004 and May 25,  2004,  the Company  issued
                  unsecured promissory notes totaling $3,000,000, and $2,650,000
                  respectively,  payable to  Cornell  Capital  Partners,  LP for
                  advances on the equity-line  financing  agreement entered into
                  with Cornell in December, 2003.

                  The notes mature 120 days and 143 days respectively,  from the
                  date of issue with  interest  accruing at 12% per annum on any
                  balance left unpaid after the maturity date. At June 30, 2004,
                  a total of $1,900,000  had been repaid through the issuance of
                  1,132,404,330  Class A common shares leaving an unpaid balance
                  of $3,750,000.

                  On July 14, 2004,  the Company repaid  Cornell  Capital,  L.P.
                  $1,700,000,  in cash, to reduce the outstanding amount owed on
                  the promissory notes to $2,050,000.

NOTE 4 - DUE TO RELATED PARTIES

                  During  the  period  from June 2000 to April  2002,  Jerome R.
                  Mahoney,  President and Chief Executive Officer of the Company
                  has sold  personal  holdings of the  Company's  Class A common
                  shares  and has  loaned  the  proceeds  of these  sales to the
                  Company to fund its working capital requirements.  The Company
                  has executed a promissory note and Security Agreement in favor
                  of Mr. Mahoney.

                  On August 13, 2002, the board of directors approved amendments
                  to the  Promissory  Note  payable  to Mr.  Mahoney  for monies
                  loaned to the  Company  from the  proceeds  of stock  sales of
                  personal  holdings  of  iVoice  Class A common  stock,  unpaid
                  compensation,  income taxes  incurred from the sale of Company
                  stock and  unreimbursed  expenses.  The change  allows for the
                  conversion  of  amounts  due  under the  Promissory  Note into
                  either (i) one Class B common stock share of iVoice,  Inc., no
                  par value, for each dollar owed, or (ii) the number of Class A
                  common stock shares of iVoice, Inc. calculated by dividing (x)
                  the sum of the principal and interest that the Note holder has
                  decided  to prepay by (y) fifty  percent  (50%) of the  lowest
                  issue price of Series A common  stock since the first  advance
                  of funds under this Note,  whichever the Note holder  chooses,
                  or (iii)  payment of the  principal  of this Note,  before any
                  repayment of interest.

                  On February  11,  2004,  $250,000  of the amounts  owed to Mr.
                  Mahoney was transferred to Trey Resources Inc. pursuant to the
                  spin-off  transaction of Trey Resources.  As of June 30, 2004,
                  the outstanding loan balance  including monies loaned from the
                  proceeds of stock  sales,  unpaid  compensation,  income taxes
                  incurred  from the sale of stock  and  unreimbursed  expenses,
                  totaled $551,859.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

               a)   The Company leases its  headquarters  located at 750 Highway
                    34, Matawan,  New Jersey on a  month-to-month  obligation of
                    $7,500 per month. The Company  maintains a good relationship
                    with its landlord and believes  that its current  facilities
                    will be adequate for the foreseeable future.

                                       9
<PAGE>

               b)   On May 1, 2004, the Company amended the five-year employment
                    agreement  with  Jerome  Mahoney.   He  will  serve  as  the
                    Company's  Chairman of the Board and Chief Executive Officer
                    for a term of five  years.  As  consideration,  the  Company
                    agrees to pay the Mr.  Mahoney a sum of  $270,000  the first
                    year with a 10% increase every year thereafter.

               c)   In December 2003, the Company entered into an Equity Line of
                    Credit with Cornell Capital  Partners,  L.P. Pursuant to the
                    Equity Line of Credit,  the Company may, at its  discretion,
                    periodically  sell to  Cornell  Capital  Partners  shares of
                    Class A common  stock  for a total  purchase  price of up to
                    $20.0 million to raise capital to fund the Company's working
                    capital  needs.  For each  share  of  Class A  common  stock
                    purchased  under the Equity Line of Credit,  Cornell Capital
                    Partners  will pay lowest  closing  bid price of the Class A
                    common stock on the  Over-the-Counter  Bulletin Board during
                    the  five   consecutive   trading  day  period   immediately
                    following  our  request  for such  advance,  subject  to the
                    provisions  of the  Equity  Line  of  Credit  Agreement.  In
                    January 2004, pursuant to the agreement with Cornell Capital
                    Partners,  LP,  the  Company  registered  for resale on Form
                    SB-2,  3,993,939,394 shares of Class A common stock with the
                    Securities  and  Exchange  Commission.   The  offering  will
                    terminate  24  months  after  the  Securities  and  Exchange
                    Commission declares the registration statement effective.

               d)   In February 2003, the Company entered into an administrative
                    services  agreement with Trey Resources,  pursuant to which,
                    iVoice will provide Trey Resources services in such areas as
                    information  management  and  technology,  sharing of office
                    space,  personnel and indirect overhead  expenses,  employee
                    benefits administration,  payroll,  financial accounting and
                    reporting,  claims  administration and reporting,  and other
                    areas where Trey Resources may need transitional  assistance
                    and support.  The term of the agreement  commences  upon the
                    effective  date of the spin-off and continues for two years,
                    but may be terminated  earlier under certain  circumstances,
                    including  a  default,  and may be  renewed  for  additional
                    one-year   terms.   In  exchange  for  services   under  the
                    administrative services agreement, Trey Resources has agreed
                    to pay iVoice an annual fee of approximately $95,000.

               e)   The  Company's  assets are  subject to a Security  Agreement
                    with the majority stockholder. See Note 3.

NOTE 6 - COMMON STOCK

                  Pursuant to the Company's  certificate  of  incorporation,  as
                  amended,  iVoice,  Inc. is authorized to issue  10,000,000,000
                  shares  of Class A  common  stock,  no par  value  per  share,
                  50,000,000  shares of Class B common stock, par value $.01 per
                  share and 1,000,000  shares of preferred  stock,  par value of
                  $1.00 per share.

                  a)  CLASS A COMMON STOCK

                           Class A Common Stock  consists of the following as of
                           June 30, 2004:  10,000,000,000  shares of  authorized
                           common stock with no par value, 6,989,137,874, shares
                           were   issued   and    6,835,942,201    shares   were
                           outstanding.  Of the total shares issued, 152,595,670
                           shares are in escrow for the purposes of facilitating
                           the  issuance  of  shares  under the  equity  line of
                           credit with Cornell Capital, LP and are not reflected
                           as outstanding at June 30, 2004.

                                       10
<PAGE>

                           Each  holder of Class A common  stock is  entitled to
                           one vote for each share  held of  record.  Holders of
                           our  Class  A  common   stock  have  no   preemptive,
                           subscription,  conversion, or redemption rights. Upon
                           liquidation,  dissolution or winding-up,  the holders
                           of Class A common  stock are  entitled to receive our
                           net  assets pro rata.  Each  holder of Class A common
                           stock is  entitled to receive  ratably any  dividends
                           declared  by our  board  of  directors  out of  funds
                           legally  available for the payment of dividends.  The
                           Company  has not paid  any  dividends  on its  common
                           stock and management does not contemplate doing so in
                           the foreseeable  future. The Company anticipates that
                           any earnings  generated from  operations will be used
                           to finance growth.

                           For the year six  months  ended  June 30,  2004,  the
                           Company had the following transactions in its Class A
                           Common Stock:

                              1).       The Company issued 306,060,606 shares of
                                        Class A common stock for fees associated
                                        with  the  Equity  Line of  Credit  with
                                        Cornell Capital valued at $1,010,000.

                              2).       The Company issued  1,132,404,330 shares
                                        of  Class A  common  stock  with a total
                                        value of  $1,900,000  for  repayment  of
                                        principal on outstanding  notes payable,
                                        issued as  advances  on the equity  line
                                        financing with Cornell Capital Partners,
                                        LP.

                              3).       The Company issued  23,909,564 shares of
                                        Class A common stock for legal  services
                                        related  to the  application  of patents
                                        valued at $49,738.

                              4).       The Company issued  37,931,034 shares of
                                        Class A common stock for legal  services
                                        valued at $110,000.

                              5).       The Company issued  1,428,571  shares of
                                        Class A common stock for directors  fees
                                        valued at $3,143.

                              6).       The Company issued 615,000,000 shares of
                                        Class A common stock upon  conversion of
                                        37,515 shares of Class B common stock.

                  b)  CLASS B COMMON STOCK

                      Class B Common  Stock  consists  of  50,000,000  shares of
                      authorized  common stock with no par value.  Each share of
                      Class B common  stock is  convertible  into Class A common
                      stock  calculated by dividing the number of Class B shares
                      being converted by fifty percent (50%) of the lowest price
                      that the Company had previously  issued its Class A common
                      stock since the Class B shares were issued. Each holder of
                      Class B common stock has voting rights equal to the number
                      of Class A shares that would be issued upon the conversion
                      of the Class B shares,  had all of the outstanding Class B
                      shares been converted on the record date used for purposes
                      of determining which  shareholders  would vote. Holders of
                      Class B common stock are entitled to receive  dividends in
                      the same proportion as the Class B common stock conversion
                      and voting rights have to Class A common stock.  Jerome R.
                      Mahoney is the sole owner of the Class B common stock.  As
                      of June 30, 2004,  there were 2,204,875  shares issued and
                      1,762,360 shares outstanding

                                       11
<PAGE>

                      Pursuant  to the  conversion  terms of the  Class B Common
                      stock, on June 30, 2004, the 1,762,360  outstanding shares
                      of   Class   B   common   stock   are   convertible   into
                      28,891,147,541 shares of Class A common stock.

                      In the six months  ended June 30,  2004, a total of 37,515
                      Class B shares were  converted  into  615,000,000  Class A
                      shares.

                  c)  PREFERRED STOCK

                      Preferred Stock consists of 1,000,000 shares of authorized
                      preferred stock with $1.00 par value. As of June 30, 2004,
                      no shares were issued or outstanding.



                                       12
<PAGE>

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

Management's  discussion  and  analysis of  financial  condition  and results of
operations ("MD&A") should be read in conjunction with our Financial  Statements
included herein.

RECENT DEVELOPMENTS

To date, iVoice has incurred substantial losses and does not produce enough cash
from operations to cover its operating cash requirement.  The Company raises its
necessary working capital from financing  transactions that include the issuance
of common stock or instruments  that are  convertible  into common stock,  which
have a dilutive effect on current shareholders.

Our desired  distribution  channel is through Original  Equipment  Manufacturers
(OEMs)  and Value  Added  Resellers  (VARs).  iVoice  is  currently  focused  on
developing its dealer and reseller channels to increase market share. Management
believes it can leverage  already  existing  equipment  manufacturer's  reseller
channels by  integrating  its speech  recognition  software  directly into their
established revenue producing product lines. The TAPI interface allows for rapid
and  economical  deployment  to new and existing  end users  operating on a TAPI
platform.  Management is cognizant of the opportunities  that exist in obtaining
an OEM  agreement  with  manufacturers  whereby  iVoice  software can be shipped
within  the   manufacturers   PBX  system  and  deployed  directly  upon  system
installation.   We  distribute  our  software  products  through  a  network  of
authorized  dealers  and  distributors  throughout  North  America and also sell
direct  to  end  users  in  geographic   locations   where  an  existing  dealer
relationship  does not exist. We provide  thorough  installation and training to
dealers allowing them to provide end customer support.

We  continue  to search for  potential  acquisition  candidates  with or without
compatible technology and products, which Management believes can provide growth
potential,  are in a viable  and  stable  market  segment,  and employ a current
management  team  committed  to  the  organization's  long-term  success.  These
investments may or may not however represent  controlling interests with respect
to the Company's overall investment in the potential acquisition.

In July  2004,  the  Company  received  notification  from the U.S.  Patent  and
Trademark  Office  that it has been  awarded a notice of  allowance  for a third
patent  application  for the Company's Voice  activated  -voice  responsive item
locator.

JUNE 30, 2004 COMPARED TO JUNE 30, 2003

Revenues are derived primarily from the sale of voice and computerized telephone
communication   systems  for  small-to-medium  sized  businesses  and  corporate
departments.  Total  revenues  for the three and six months  ended June 30, 2003
were $96,687 and $195,555  repectively,  as compared to $74,645 and $222,720 for
the three and six months ended June 30, 2003 The three month period  ending June
30 2003 as compared  to June 30, 2002  reflects an increase of $22,042 or 29.5%.
For the six month period ended June 30, 2003 as compared to June 30, 2002, sales
decreased $27,165 or 12.2%.  While the increase in revenues for the three months
is positive, management estimates that revenues must must increase approximately
six times  their  current  levels at  current  profit  margins  in order for the
Company to achieve positive cash flow from operations.  The Company continues to
experience weak demand for the its speech recognition telecommunication products
and has devoted limited resources to sales and marketing efforts.

                                       13
<PAGE>

Unless special  arrangements  are made, the Company receives 50% of the contract
as a down payment on any product purchased with the balance due upon shipment or
installation,  if included in the contract.  The Company  recognizes its revenue
using the  percentage  of  completion  method for turnkey  systems  that require
custom configuration by the customer.  The Company determines the expected costs
on a particular  configuration  by estimating the hardware costs and anticipated
labor hours to configure and install a system.  Revenues are then  recognized in
proportion  to the amount of costs  incurred as of the  reporting  date over the
total estimated costs anticipated.

Gross  margin for the three and six months  ended June 30,  2004 was  $57,302 or
59.3%,  and $116,712 or 59.7%  respectively as compared to $52,874 or 70.8%, and
$140,048 or 62.9% for the three and six months ended June 30, 2003. The increase
of $4,428 or 8.4% for the three  month  period and  decrease of $23,336 or 16.7%
for the six month periods ending June 30, 2003 were generally a result of change
in product mix for the  respective  periods.  The gross margin is dependent,  in
part,  on product  mix,  which  fluctuates  from time to time;  complexity  of a
communication   system   installation   which  determines   necessary   hardware
requirements  and may not have a  proportionate  relationship  with  the  system
selling  price;  and the ability of Company  technical  personnel to efficiently
configure and install the Company's communications products.

Total operating  expenses  increased $133,324 or 56.7% from $234,979 to $368,303
for the three months ending June 30, 2004 and $163,129 or 24.7% from $660,575 to
$823,704  for the six months  ending June 30,  2004.  The  increase in operating
expenses  for the  current  three-month  period was  principally  a result of an
increase in  professional  and consulting fees of $98,633,  increased  insurance
costs of $9,210,  increase  in selling  and travel and costs of $7,668 and other
operating  expenses  of $17,813.  The  increase in  operating  expenses  for the
current six-month period was principally a result of an increase in professional
and consulting fees of $242,231,  increased insurance costs of $15,832, increase
in selling and travel and costs of $7,845 and other operating expenses of $6,737
offset  by a  reduction  in  payroll  costs  of  $89,943  and  depreciation  and
amortization of $19,573.

In  conjunction  with the spin-off of Trey  Industries on February 11, 2004, the
Company has reflected the activity of Trey Resources as a loss from discontinued
operations and is stated separately in the consolidated  statement of operations
for the six month  period  ending  June 30, 2004 and for the three and six month
periods ending June 30, 2003. The Company has also incurred administrative costs
directly  connected  to the  spin-off  that have  been  removed  from  operating
expenses  for  the  same  periods.  These  costs  primarily  include  legal  and
accounting  fees incurred with the  preparation  and filing of the  registration
statement  with the SEC for  Trey.  Since  the  spin-off  occurred  in the first
quarter of 2004,  these items have not been incurred in the current  three-month
period ending June 30, 2004.

As of June  30,  2004,  the  Company  had 7  full-time  employees,  2  part-time
consultants and 1 part-time employee for a total of 10 individuals.

Other  income  totaling  $61,691  for the three  months  ended June 30, 2004 was
comprised of interest income on invested cash balances of $37,941 and $23,750 in
income  pursuant to the  administrative  service  agreement with Trey Resources,
Inc.  compared to $1,487 of interest  income for the three months ended June 30,
2003.  Other  income  totaling  $90,982 for the six months  ended June 30, 2004,
reflects  interest  income on cash  reserves  of $54,630  and  $36,352 in income
pursuant to the  administrative  service  agreement  with Trey  Resources,  Inc.
compared to $2,986 of interest  income for the six months  ended June 30,  2003.
The  increase in interest  income for the  current  year  periods is a result of
significantly  increased cash reserve balances  received from the advances under
the  Equity  Line of  Credit  Agreement.  The  other  income  recorded  from the
administrative  services  agreement  with Trey  Resources  became  effective  on
February 11, 2004, concurrent with the spin-off of Trey from iVoice.

                                       14
<PAGE>

Other expenses for the three months ended June 30, 2004 reflect the write-off of
financing  costs of  $148,250  comprised  of escrow and  drawdown  fees  charged
pursuant to the equity-line  financing  agreement with Cornell Capital Partners,
LP. Similar costs were incurred in the  three-month  period ending June 30, 2003
amounting to 36,925,  an increase of $111,325.  For the six-month  period ending
June 30, 2004,  other  non-recurring  expenses  amounted to $1,325,750  and were
comprised of a one-time fee of $1,010,000 to Cornell Capital, L.P., and drawdown
fees charged pursuant to the equity-line financing agreement with Cornell. Other
similar non-recurring  expenses incurred in the six-month period ending June 30,
2003 amounted to 61,268, an increase of $1,264,482.

Interest  expense of $7,706 and $16,045 was incurred for the three and six-month
periods  ending June 30,  2004  respectively  versus  $12,337 and $28,188 in the
three and  six-months  ending  June 30,  2003,  a decrease of $4,631 and $12,143
respectively.   The  decrease  in  interest  expense  is  the  result  of  lower
outstanding  notes payable  balances  subject to interest in the current period,
particularly the promissory notes payable to Cornell Capital for advances on the
Equity Line of Credit financing  agreement which begin accruing interest 120 and
143 days from their respective issue dates.

Net loss for the three and  six-month  period  ending June 30, 2004 was $405,266
and $1,984,549  respectively  as compared to $255,881 and $668,167 for the three
and six month periods ending June 30, 2003. The increase in net loss of $149,415
and $1,316,382  for the three and six-month  periods was a result of the factors
discussed above.

LIQUIDITY AND CAPITAL RESOURCES

We are currently  seeking  additional  operating  income  opportunities  through
potential  acquisitions  or  investments.  Such  acquisitions or investments may
consume cash reserves or require  additional cash or equity. Our working capital
and  additional   funding   requirements  will  depend  upon  numerous  factors,
including:  (i)  strategic  acquisitions  or  investments;  (ii) an  increase to
current company personnel;  (iii) the level of resources that we devote to sales
and marketing capabilities;  (iv) technological advances; and (v) the activities
of competitors.

The primary  source of  financing  for iVoice has been  through the  issuance of
common stock and debt that is convertible  into common stock of the Company.  On
June 30,  2004,  iVoice  had total  liabilities  of  $4,522,472,  consisting  of
accounts payable and accrued  expenses of $201,972,  promissory notes payable of
$3,750,000,  deferred  revenue of $18,641 and amounts due to related  parties of
$551,859. On July 14, 2004 the Company repaid $1,700,000 of the promissory notes
payable in cash. It is anticipated that the remaining  $2,050,000 balance due on
our  outstanding  notes payable which  represent  advances on the equity line of
credit with  Cornell  Capital  Partners,  will be  satisfied  by the issuance of
shares of Class A common stock.  At June 30, 2004, the Company had cash balances
on hand of $8,628,635.  While we have raised sufficient  working capital to fund
our operations for at least the next 24 months,  we may need to raise additional
capital to fund any potential acquisitions or investments.

On December 31, 2003,  we entered into an Equity Line of Credit  agreement  with
Cornell  Capital  Partners,  L.P.  pursuant  to which,  we have the right,  upon
effectiveness  of the  registration  statement,  to receive advances of up to an
aggregate  amount of $20.0 million from Cornell Capital Partners under an equity
line of credit (the "Equity Line of Credit"), and to simultaneously issue shares
of our Class A common stock in lieu of repayment of such advances. The number of
shares to be issued to Cornell Capital  Partners in connection with each advance
will be determined by dividing the amount of each advance by the lowest  closing
bid  price of the  Class A Common  stock  over the five  trading  days  after we
provide Cornell Capital  Partners notice  requesting such advance.  A minimum of
seven trading days must pass between each advance notice.  In addition,  we have
agreed to pay to Cornell Capital Partners a cash fee equal to 5.5% of the amount
of each advance under the Equity Line of Credit,  and issued to Cornell  Capital
Partners 300,000,000 shares of our Class A common stock as a one-time commitment
fee. The Equity Line of Credit agreement required us to register for resale with
the  Securities  and  Exchange  Commission  a number of Class A common stock for
which we  registered  3,993,939,394  shares on  January 2, 2004 on Form SB-2 and
later amended on February 5, 2004.

                                       15
<PAGE>

During the six months ended June 30, 2004,  iVoice had a net increase in cash of
$4,122,027. iVoice's principal sources and uses of funds were as follows:

         CASH USED BY  OPERATING  ACTIVITIES.  iVoice used  $714,229 in cash for
operating  activities  in the six months  ended  June 30,  2004 an  increase  of
$311,983  compared to $402,246 in cash used for operating  activities in the six
months  ended June 30,  2003.  The  increase in cash used in  operation  results
primarily  from the increase  loss from  operation of the Company for the period
ending June 30 ,2004

         CASH USED IN  INVESTING  ACTIVITIES.  iVoice  used  $764,734 in cash in
investing  activities  in the six months  ended  June 30,  2004 an  increase  of
$756,414  compared to $8,320 in cash used for  operating  activities  in the six
months ended June 30, 2003. The increase in cash used in investing activities is
the result of a $750,000  investment in common stock and convertible  debentures
of Corporate Strategies, Inc. in June 2004.

         CASH PROVIDED BY FINANCING ACTIVITIES.  Financing activities in the six
months ended June 30, 2004 provided a total of  $5,600,990  in cash.  This total
consisted  primarily of the issuance of $5,650,000 in promissory  notes payable,
which  represents  advances under the equity line of credit with Cornell Capital
Partners.  A total of  $1,900,000  of these  advances  was  repaid  through  the
issuance of common  stock.  A repayment of related  party  obligations  totaling
$49,010 also offset the equity line advances.

ITEM 3.     CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Under the supervision and with the  participation  of our management,  including
our Chief  Executive  Officer and Chief  Financial  Officer,  we  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures (as defined in  ss.240.13a-15(e)  or 240.15d-15(e) under the Exchange
Act) as of June 30,  2004.  Based upon that  evaluation  required  by  paragraph
ss.240.13a-15  or 240.15d-15,  the Chief  Executive  Officer and Chief Financial
Officer concluded that, our disclosure controls and procedures were effective in
timely  alerting  them  to the  material  information  relating  to us  (or  our
consolidated subsidiaries) required to be included in our periodic SEC filings.

                                       16

<PAGE>


CHANGES IN INTERNAL CONTROLS.

There were no  significant  changes  made in our  internal  controls  during the
period covered by this report, or to our knowledge,  in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

                                       17
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

          10.1      Amendment dated June 7, 2004 to Employment Agreement,  dated
                    May 1, 1999, between iVoice, Inc. and Jerome R. Mahoney

          31.1      Certifications  of the  Chief  Executive  Officer  and Chief
                    Financial   Officer   pursuant   to   Section   302  of  the
                    Sarbanes-Oxley Act of 2002

          32.1      Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
                    Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

b) Reports on Form 8-K: None.


                                       18
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

iVoice, Inc.

By: /s/ Jerome R. Mahoney                                DATE:  AUGUST 12, 2004
-------------------------------------------------------------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer


                                       19
<PAGE>


                                INDEX OF EXHIBITS

10.1      Amendment  dated June 7, 2004 to  Employment  Agreement,  dated May 1,
          1999, between iVoice, Inc. and Jerome R. Mahoney

31.1      Certifications  of the Chief  Executive  Officer  and Chief  Financial
          Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1      Certification  Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant
          To Section 906 of the Sarbanes-Oxley Act Of 2002

                                       20