================================================================================

                       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 SEPTEMBER 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 STOCK, 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:
November 11, 2004: 8,730,962,677

================================================================================
<PAGE>

                                  iVOICE, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004



                                TABLE OF CONTENTS
                                -----------------
                                                                        Page No.
                                                                        --------

PART I.         FINANCIAL INFORMATION

  Item 1.   Financial Statements

              Consolidated Balance Sheet - September 30, 2004                  2

              Consolidated Statements of Operations - For the three
                months ended September 30, 2004 and 2003
                and nine months ended September 30, 2004 and 2003              3

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

              Notes to the consolidated financial statements              6 - 14

  Item 2.   Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                15 - 18

  Item 3. Controls and Procedures                                        18 - 19


PART II.   OTHER INFORMATION

  Item 6.   Exhibits and Reports on Form 8-K                                  19








                                       1
<PAGE>


                                  iVOICE, INC.
                           CONSOLIDATED BALANCE SHEET

<TABLE><CAPTION>
                                                                                September 30,
                                                                                     2004
                                                                                 ------------
                                                                                 (Unaudited)
<S>                                                                              <C>
                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                                     $  7,536,080
   Accounts receivable, net of allowance for doubtful accounts of $2,700               14,551
   Inventory                                                                           18,926
   Securities available for sale                                                      750,000
   Prepaid expenses and other current assets                                          337,272
                                                                                 ------------
    Total current assets                                                            8,656,829
                                                                                 ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $173,156                    40,474
                                                                                 ------------

OTHER ASSETS
   Intangible assets                                                                  199,387
   Deposits and other assets                                                            7,000
                                                                                 ------------
      Total other assets                                                              206,387
                                                                                 ------------

      TOTAL ASSETS                                                               $  8,903,690
                                                                                 ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses                                       $     77,890
     Billings in excess of costs                                                        5,616
     Notes Payable                                                                  1,986,500
     Due to related parties                                                           578,952
     Deferred maintenance contracts                                                    16,982
                                                                                 ------------
         Total current liabilities                                                  2,665,940
                                                                                 ------------

         Total liabilities                                                          2,665,940
                                                                                 ------------

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, 8,736,487,874 issued; 8,721,982,677 outstanding       23,849,318
     Common stock, Class B - $.01 par value; authorized 50,000,000
      shares;  2,204,875 shares issued; 1,714,180 shares outstanding                       42
     Treasury stock, 600,000 Class A shares, at cost                                  (28,800)
     Additional paid in capital                                                       537,250
     Accumulated deficit                                                          (18,120,060)
                                                                                 ------------
         Total stockholders' equity                                                 6,237,750
                                                                                 ------------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $  8,903,690
                                                                                 ============
</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 Nine Months Ended
                                                                September 30,                       September 30,
                                                       ------------------------------      ------------------------------
                                                           2004              2003              2004              2003
                                                       ------------      ------------      ------------      ------------
<S>                                                    <C>               <C>               <C>               <C>
SALES, net                                             $     64,144      $    126,683      $    259,699      $    349,403

COST OF SALES                                                13,066            49,921            91,909           132,593
                                                       ------------      ------------      ------------      ------------

GROSS PROFIT                                                 51,078            76,762           167,790           216,810
                                                       ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling expenses                                        13,793            23,484            73,800            77,063
     General and administrative expenses                     255453           199,148           904,304           607,574
     Research and development                                17,244            30,700            78,765           156,371
     Depreciation and amortization                            2,894            36,732            56,219           109,630
                                                       ------------      ------------      ------------      ------------
Total selling, general and administrative expenses          289,384           290,064         1,113,088           950,638
                                                       ------------      ------------      ------------      ------------

LOSS FROM CONTINUING OPERATIONS                            (238,306)         (213,302)         (945,298)         (733,828)

COSTS IN CONNECTION WITH SPIN-OFF                                                 116             2,131            44,621
                                                       ------------      ------------      ------------      ------------

LOSS FROM DISCONTINUED OPERATIONS                                             124,012            24,613           140,678
                                                       ------------      ------------      ------------      ------------

OTHER INCOME\(EXPENSE)
     Other income                                           128,956             1,079           219,938             1,079
     Write off of financing costs                            93,500                          (1,232,250)
     Interest expense                                       (27,768)         (211,442)          (43,813)         (297,912)
                                                       ------------      ------------      ------------      ------------
Total other expenses                                        194,688          (210,363)       (1,056,125)         (296,833)
                                                       ------------      ------------      ------------      ------------

LOSS BEFORE INCOME TAXES                                    (43,618)         (547,793)       (2,028,167)       (1,215,960)

PROVISION FOR INCOME TAXES
                                                       ------------      ------------      ------------      ------------

NET LOSS                                               $    (43,618)     $   (547,793)     $ (2,028,167)     $ (1,215,960)
                                                       ============      ============      ============      ============

NET LOSS PER COMMON SHARE basic and diluted
     Continuing operations                             $      (0.00)     $      (0.00)     $      (0.00)     $      (0.00)
                                                       ============      ============      ============      ============
     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 Nine Months Ended
                                                                   September 30,
                                                          ------------------------------
                                                              2004              2003
                                                          ------------      ------------
<S>                                                       <C>               <C>
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                               $ (2,028,167)     $ (1,215,960)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                  7,704            28,454
   Amortization of prepaid expenses                            248,407            78,833
   Amortization of intangibles                                     843
   Amortization of software license                             47,650            81,600
   Loss from discontinued operations                            26,744
   Gain on sale of investments                                                    (1,079)
   Common stock issued for consulting services               1,016,518
   Common stock issued for interest                                               28,584
       Changes in certain assets and liabilities:
             Accounts receivable                                24,187             6,394
             Inventory                                           3,660             8,782
             Deferred revenue                                   (3,875)           16,945
             Accounts payable and accrued liabilities           26,753           268,109
             Other assets                                     (154,180)            6,230
                                                          ------------      ------------
Total cash used in operating activities                       (783,756)         (693,108)
                                                          ------------      ------------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                           (9,336)           (7,004)
   Investment in securities available for sale                (750,000)          (50,000)
   Proceeds from investment dispositions                                           1,685
   Purchase of goodwill and other intangibles                  (16,206)           (7,620)
                                                          ------------      ------------
Total cash used in investing activities                       (775,542)          (62,939)
                                                          ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                  2,750,000         1,873,923
   Repayment of related party loans                            (59,730)          (90,000)
   Prepaid offering and debt issue costs                       (88,000)
   Proceeds of notes payable                                 5,650,000         1,700,000
   Repayment of notes payable                               (4,543,500)       (1,934,667)
   Repayment of capital leases payable                            --             (13,928)
   Sale of convertible debentures                              880,000           140,000
                                                          ------------      ------------
Total cash provided by financing activities                  4,588,770         1,675,328
                                                          ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    3,029,472           919,281

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD              4,506,608           566,345
                                                          ------------      ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                 $  7,536,080      $  1,485,626
                                                          ============      ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                       $       --        $        700
                                                          ============      ============
   Income taxes                                           $       --        $       --
                                                          ============      ============
</TABLE>

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

                                       4
<PAGE>

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

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

SEPTEMBER 30, 2004:
-------------------

a)   During the nine months ended September 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 nine months ended September 30, 2004, the Company issued
     2,221,094,806 shares of Class A Common Stock with a total value of
     $4,543,500 for repayment of principal on outstanding notes payable, issued
     as advances on the equity line financing with Cornell Capital Partners, LP.

c)   During the nine months ended September 30, 2004, the Company issued
     5,178,571 shares of Class A Common Stock for directors fees valued at
     $6,518.

d)   During the nine months ended September 30, 2004, the Company issued
     27,509,564 shares of Class A Common Stock for legal services related to
     patent applications valued at $52,978.

e)   During the nine months ended September 30, 2004, the Company issued
     37,931,034 shares of Class A Common Stock for legal services valued at
     $110,000.

SEPTEMBER 30, 2003
------------------

a)   During the nine months ended September 30, 2003, the Company issued
     235,000,000 shares of Class A Common Stock for consulting services valued
     at $315,000.

b)   During the nine months ended September 30, 2003, the Company issued
     466,859,715 shares of its Class A Common Stock for the repayment of
     $115,800 in principal on its 12% Convertible Debentures.

c)   During the nine months ended September 30, 2003, the Company issued
     58,405,204 shares of its Class A Common Stock for interest on its
     outstanding 12% Convertible Debentures valued at $24,497.

d)   During the nine months ended September 30, 2003, the Company issued
     2,093,900,745 shares of Class A Common Stock with a total value of
     $1,938,754. Of this amount, $1,849,418 was for repayment of principal and
     $4,087 was for the repayment of interest on notes payable, issued as
     advances on the equity line financing with Cornell Capital Partners, LP.
     The balance of $85,249 was market discount charged to expense.






                                       5
<PAGE>

                                  IVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 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 nine-month periods ended
        September 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 Technology, Inc., Deep Field
        Technologies, Inc., SpeechSwitch, 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 nine-month periods ending September 30, 2004, reflect the
        results of Trey Resources as discontinued operations through February
        11, 2004. The Statements of Operations and Cash Flows for the nine-month
        periods ending September 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 May 24, 2004, the Company dissolved its wholly owned subsidiary
        iVoice Acquisition 2, Inc. in the state of Delaware.

        On April 28, 2004 iVoice formed a new wholly owned subsidiary, iVoice
        Technology, Inc. in the State of Nevada. Thereafter, iVoice formed two
        additional wholly owned subsidiaries on August 3, 2004, iVoice
        Technology 2, Inc. and iVoice Technology 3, Inc. Subsequent to the
        formation of these three subsidiaries in Nevada, it came to the
        attention of the Company that the filing fees in Nevada were excessive
        for companies with a large number of authorized common stock shares.
        Therefore, on November 10, 2004, the Company formed three new wholly
        owned subsidiaries, iVoice Technology, Inc., Deep Field Technology,
        Inc., and SpeedSwitch, Inc. in the State of New Jersey. However, an
        error occurred in the initial filings with the State of New Jersey, and
        amendments to the Certificate of Incorporation were filed changing the
        name of Deep Field Technology, Inc. to Deep Field Technologies, Inc. and
        SpeedSwitch, Inc. to SpeechSwitch, Inc. All obligations of the initial
        Nevada subsidiaries, iVoice Technology, Inc., iVoice Technology 2, Inc.
        and iVoice Technology 3, Inc., have been assigned and assumed by the
        respective New Jersey

                                       6
<PAGE>

        subsidiary counterpart, iVoice Technology, Inc., Deep Field
        Technologies, Inc. and SpeechSwitch, Inc., with the consent of the other
        contracting parties. iVoice intends to dissolve the Nevada subsidiaries.

        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. The shares used in the
        computations are as follows:

<TABLE><CAPTION>
                                         Three Months Ended             Nine Months Ended
                                            September 30,                  September 30,
                                   -----------------------------   -----------------------------
                                        2004            2003            2004            2003
                                   -------------   -------------   -------------   -------------
<S>                                  <C>            <C>          <C>           <C>
        Basic and Diluted          8,120,852,518   3,291,495,029   6,685,422,253   1,958,056,182
</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 September
        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.

                                       7
<PAGE>

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
        7,500,000 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 September 30,
        2004, the fair market value of the investment amounted to $750,000.

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 September 30, 2004, a total of $4,543,500
        had been repaid through the issuance of 2,221,094,806 Class A common
        shares and a $1,700,000 cash payment leaving an unpaid balance of
        $1,106,500.

        In order to provide necessary working capital for iVoice Technology,
        Inc., in August 2004, the company entered into a subscription agreement
        with certain purchasers to issue $560,000 in convertible debentures,
        with interest payable at 5.0 % per annum with an option to issue an
        additional $140,000 of secured Convertible Debentures based on the
        effectiveness of the registration statement. The notes will be
        convertible into the Company's class A common stock at a price equal to
        either (a) an amount equal to one hundred twenty percent (120%) of the
        closing bid price for the Common Stock on the Closing Date, or (b) an
        amount equal to eighty percent (80%) of the average of the four (4)
        lowest Closing Bid Prices of the Common Stock for the five (5) trading
        days immediately preceding the Conversion Date. Additionally, the
        Company has also entered into an Equity Line of Credit Agreement where
        the company may, at its discretion, periodically sell to an investor,
        shares of Class A Common Stock to raise capital to fund working capital
        needs. These two financing transactions will require the company to
        register its common stock under Section 12 (g) of the U.S. Securities
        Exchange Act of 1934 and subsequently register for resale a number of
        shares to facilitate these financing transactions.

        In order to provide necessary working capital for Deep Field
        Technologies, Inc., in August 2004, the company entered into a
        subscription agreement with certain purchasers to issue $200,000 in
        convertible debentures, with interest payable at 5.0 % per annum with an
        option to issue an additional $300,000 of secured Convertible Debentures
        based on the effectiveness of the registration statement. The notes will
        be convertible into the

                                       8
<PAGE>

        Company's class A common stock at a price equal to either (a) an amount
        equal to one hundred twenty percent (120%) of the closing bid price for
        the Common Stock on the Closing Date, or (b) an amount equal to eighty
        percent (80%) of the average of the four (4) lowest Closing Bid Prices
        of the Common Stock for the five (5) trading days immediately preceding
        the Conversion Date. Additionally, the Company has also entered into an
        Equity Line of Credit Agreement where the company may, at its
        discretion, periodically sell to an investor, shares of Class A Common
        Stock to raise capital to fund working capital needs. These two
        financing transactions will require the company to register its common
        stock under Section 12 (g) of the U.S. Securities Exchange Act of 1934
        and subsequently register for resale a number of shares to facilitate
        these financing transactions.

        In order to provide necessary working capital for SpeechSwitch, Inc., in
        August 2004, the company entered into a subscription agreement with
        certain purchasers to issue $400,000 in convertible debentures, with
        interest payable at 5.0 % per annum with an option to issue an
        additional $600,000 of secured Convertible Debentures based on the
        effectiveness of the registration statement. The notes will be
        convertible into the Company's class A common stock at a price equal to
        either (a) an amount equal to one hundred twenty percent (120%) of the
        closing bid price for the Common Stock on the Closing Date, or (b) an
        amount equal to eighty percent (80%) of the average of the four (4)
        lowest Closing Bid Prices of the Common Stock for the five (5) trading
        days immediately preceding the Conversion Date. Additionally, the
        Company has also entered into an Equity Line of Credit Agreement where
        the company may, at its discretion, periodically sell to an investor,
        shares of Class A Common Stock to raise capital to fund working capital
        needs. These two financing transactions will require the company to
        register its common stock under Section 12 (g) of the U.S. Securities
        Exchange Act of 1934 and subsequently register for resale a number of
        shares to facilitate these financing transactions.

NOTE 4 - DUE TO RELATED PARTIES

        During the period from June 2000 to April 2002, Jerome R. Mahoney,
        Chairman of the Board, 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.

                                       9
<PAGE>

        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 September 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 $578,952.

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.

     b) On November 15, 2004, the Company amended the employment agreement with
        Jerome Mahoney and extended the term for an additional five year period
        commencing on May 1, 2004. He will serve as the Company's Chairman of
        the Board, President and Chief Executive Officer for a term of five
        years. As consideration, the Company agrees to pay 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.

                                       10
<PAGE>

     f) The following employment agreements were entered into by the Company's
        wholly owned subsidiaries:

        iVoice Technology, Inc.
        -----------------------

            iVoice Technology, Inc. entered into a five year employment
            agreement with Jerome Mahoney, its non-executive Chairman of the
            Board of Directors, effective August 1, 2004. iVoice Technology,
            Inc. will compensate Mr. Mahoney with a base salary of $85,000 for
            the first year with annual increases based on the Consumer Price
            Index. Mr. Mahoney will also be entitled to certain bonuses based on
            mergers and acquisitions completed by the Company.

            iVoice Technology, Inc. entered into a one year employment agreement
            with Arie Seidler, its President and Chief, effective August 2,
            2004. iVoice Technology, Inc. will compensate Mr. Seidler with a
            base salary of $85,000 with certain incentive bonuses based upon
            revenues and pre-tax profit margins.


        Deep Field Technologies, Inc.
        -----------------------------

            The Company entered into employment agreements with Jerome Mahoney,
            its Chairman of the Board and Mark Meller, its President, Chief
            Executive Officer and Chief Financial Officer, as of August 3, 2004
            and October 1, 2004, respectively.

            Each of the employment agreements is for a term of five years and
            provides for annual compensation of $85,000 with an annual increase
            based on the Consumer Price Index. However, if Deep Field
            Technologies, Inc. achieves annual sales equal to or greater than
            $2,000,000, Mr. Mahoney and Mr. Meller will each be entitled to an
            automatic increase to $145,000. Each will also be entitled to
            additional bonus incentives based on any mergers or acquisitions
            completed by the Company.

            Mr. Meller will also be entitled to a sum of $50,000 upon the
            completion of the Distribution. Mr. Meller has agreed to defer the
            receipt of said sum until such time that management believes it has
            sufficient financing in place to fund this obligation.

        SpeechSwitch, Inc.
        ------------------

            On November 8, 2004, the Company entered into a one-year employment
            contract with Bruce R. Knef, its President and Chief Executive
            Officer. SpeechSwitch, Inc. will pay Mr. Knef a base salary of
            $85,000 during the term. Mr. Knef can earn bonuses based on the
            Company achieving certain levels of sales and profitability.

            The Company entered into a five-year employment agreement with
            Jerome Mahoney, its non-executive Chairman of the Board of
            Directors, effective August 3, 2004. SpeechSwitch, Inc. will
            compensate Mr. Mahoney with a base salary of $85,000 for the first
            year with annual increases based on the Consumer Price Index. Mr.
            Mahoney will also be entitled to certain bonuses based on the
            Company achieving certain levels of sales and profitability and will
            also be entitled to certain

                                       11
<PAGE>

            bonuses based on mergers and acquisitions completed by the Company.

     g) In September 7, 2004 iVoice announced that it intends to distribute to
        the company's shareholders all common stock shares of its newly formed
        subsidiary iVoice Technology, Inc. It is anticipated that the Form SB-2
        will be filed with the Securities and Exchange Commission during the
        week of November 15, 2004.

     h) In September 14, 2004 iVoice announced that it intends to distribute to
        the company's shareholders all common stock shares of its newly formed
        subsidiary Deep Field Technologies, Inc. It is anticipated that the Form
        SB-2 will be filed with the Securities and Exchange Commission during
        the week of November 15, 2004.

     i) In November 5, 2004 iVoice announced that it intends to distribute to
        the company's shareholders all common stock shares of its newly formed
        subsidiary SpeechSwitch, Inc. It is anticipated that the Form SB-2 will
        be filed with the Securities and Exchange Commission during the week of
        November 15, 2004.

     i) In connection with the "spin-offs" of the subsidiaries, the Company will
        transfer $4 million of intangible assets in exchange for $4 million of
        convertible preferred stock of these subsidiaries, in the aggregate.

     j) The Company's Chairman of the Board plans to transfer approximately
        $190,000 of related party debt to each of the three subsidiaries upon
        the completion of the spin-off.


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 September 30, 2004:
        10,000,000,000 shares of authorized common stock with no par value,
        8,736,487,874 shares were issued and 8,721,982,677 shares were
        outstanding. Of the total shares issued, 13,905,194 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 September 30, 2004.

        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

                                       12
<PAGE>

        future. The Company anticipates that any earnings generated from
        operations will be used to finance growth.

        For the nine months ended September 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 2,221,094,806 shares of Class A
                        Common Stock with a total value of $4,543,500 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 27,509,564 shares of Class A Common
                        Stock for legal services related to the application of
                        patents valued at $52,978.

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

                  5).   The Company issued 5,178,571 shares of Class A Common
                        Stock for directors fees valued at $6,518.

                  6).   The Company issued 1,405,000,000 shares of Class A
                        Common Stock upon conversion of 85,695 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 September 30, 2004, there were 2,204,875 shares issued and
        1,714,180 shares outstanding

        Pursuant to the conversion terms of the Class B Common stock, on
        September 30, 2004, the 1,714,180 outstanding shares of Class B common
        stock are convertible into 28,101,311,475 shares of Class A Common
        Stock.

        In the nine months ended September 30, 2004, a total of 85,695 Class B
        shares were converted into 1,405,000,000 Class A shares.

                                       13
<PAGE>

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






































                                       14
<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.

In September 7, 2004 iVoice announced that it intends to distribute to the
company's shareholders all common stock shares of its newly formed subsidiary
iVoice Technology, Inc. The form SB-2 will be filed with the Securities and
Exchange Commission on November 11,2004.

In September 9, 2004 iVoice announced that it has entered into a Letter of
Intent to sell its speech engine, source code and assorted patents relating to
the technology to NGM TEC, Inc., a provider of identity verification solutions
based on its proprietary voice biometric technology. The total purchase price
for the intellectual property being acquired equals $6.25 million payable in a
combination of cash, debt, and stock.

In September 14, 2004 iVoice announced that it intends to distribute to the
company's shareholders all common stock shares of its newly formed subsidiary
Deep Field Technologies, Inc. The form SB-2 will be filed with the Securities
and Exchange Commission on November 11,2004.

                                       15
<PAGE>

In September 28, 2004 iVoice announced that NGM TEC, Inc. terminated the Letter
of Intent with iVoice due to an unanticipated delay in NGM TEC completing its
initial round of financing.

In October 26, 2004 iVoice announced it has received United States Patent
6,813,341 for a patent for Speech Enabled Voice Activated/Voice Responsive Item
Locator.

In November 5, 2004 iVoice announced that it intends to distribute to the
company's shareholders all common stock shares of its newly formed subsidiary
SpeechSwitch, Inc. It is anticipated that the Form SB2 will be filed with the
Securities and Exchange Commission during the week of November 15, 2004.


SEPTEMBER 30, 2004 COMPARED TO SEPTEMBER 30, 2003
-------------------------------------------------
Revenues are derived primarily from the sale of voice and computer technology
communication systems for small-to-medium sized businesses and corporate
departments. Total revenues for the three and nine months ended September 30,
2004 were $64,144 and $259,699, respectively, as compared to $126,683 and
$349,403 for the three and nine months ended September 30, 2003, a decrease of
$62,539 or 49.4% and $89,704 or 25.7%, respectively. The decrease in sales for
the three and nine month period reflects continued sluggish demand for the
Company's speech recognition telecommunication products as well as reduced
resources devoted to sales and marketing efforts.

iVoice continues to market and promote its speech enabled products to telephony
reseller networks throughout the US and Canada in order to leverage those
resellers' existing customer bases. The Company also sells directly to
end-users, systems that require significant customization.

Unless special arrangements are made, iVoice generally receives 50% of the
contract as a down payment on any product purchased with the balance due upon
completion of the installation. iVoice recognizes its revenue using the
percentage of completion method for turnkey systems that require custom
configuration by the customer. iVoice determines the expected costs on a
particular installation 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. For orders comprised only of software or
hardware items, the Company recognizes revenue upon shipment of those items to
the customer. iVoice accepts company checks or Visa/MasterCard.

Gross margin for the three and nine months ended September 30, 2004 was $51,078
and $167,790 or 79.6% and 64.6%, respectively, as compared to $76,762 and
$216,810 or 60.6% and 62.1% for the three and nine months ended September 30,
2003. 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
technology personnel to efficiently configure and install the Company's
communications products. The decreases of $25,684 or 33.5% for the three-month
period and $49,020 or 22.6% for the nine-month periods ending September 30, 2004
were generally a result of an overall decrease in total sales volume. Decreases
in gross profit percentages reflect a higher percentage of labor costs allocated
to cost of sales.

Total operating expenses decreased, from $290,064 for the three months ended
September 30, 2003 to $289,384 for the three months ended September 30, 2004 a
decrease of $680 or .2%. Total operating expenses for the nine months ending
September 30, 2004 has increased from $950,638 to $1,113,088 for

                                       16
<PAGE>

the nine months ending September 30, 2004, an increase of $162,450 or 17.1%.

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 nine month period ending September 30, 2004 and for the three and six
month periods ending June 30, 2004. 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 September 30, 2004.

As of September 30, 2003, the Company had 7 full-time employees, 1 part-time
employee and 1 part-time consultant for a total of 9 individuals.

The loss from operations for the three and nine months ended September 30, 2004
was $238,306 and $945,298 compared to $213,302 and $733,828 for the three and
nine months ended September 30, 2003, an increase of $25,004 and $211,470 in the
three and nine month comparative periods.

Other Income for the three months ended September 30, 2004 reflects the write
off of $88,767 in Accounts payables invoices which relate to prior years.

The $93,500 reduction of financing costs is a correction of prior periods fees
charged for the repayment of promissory notes payable to Cornell Capital.

Interest expense of $27,768 and $43,813 was incurred for the three and
nine-month period ending September 30, 2004 as compared to $211,442 and $297,912
for the three and nine-month period ending September 30, 2003, respectively, an
decrease of $183,674 and $254,099 for the three month and nine-month comparative
periods. 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 nine month period ending September 30, 2004 was
$43,618 and $2,028,167 as compared to $547,793 and $1,215,960 for the three and
nine months of 2003. The respective changes in net loss for the comparative
periods were 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
September 30, 2004, iVoice had total liabilities of $2,665,940, consisting of
accounts payable and accrued expenses of $83,506, promissory notes

                                       17
<PAGE>

payable of $1,986,500, deferred revenue of $16,982 and amounts due to related
parties of $578,952. It is anticipated that the remaining $1,986,500 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 September 30, 2004, the Company had cash
balances on hand of $7,536,080. 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.

During the nine months ended September 30, 2004, iVoice had a net increase in
cash of $3,029,472. iVoice's principal sources and uses of funds were as
follows:

           CASH USED BY OPERATING ACTIVITIES. iVoice used $783,756 in cash for
operating activities in the nine months ended September 30, 2004 an increase of
$90,648 compared to $693,108 in cash used for operating activities in the nine
months ended September 30, 2003. The increase in cash used in operation results
primarily from the increase loss from operation of the Company for the period
ending September 30 ,2004

           CASH USED IN INVESTING ACTIVITIES. iVoice used $775,542 in cash in
investing activities in the nine months ended September 30, 2004 an increase of
$712,603 compared to $62,939 in cash used for operating activities in the nine
months ended September 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
nine months ended September 30, 2004 provided a total of $4,588,770 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 $2,750,000 of these advances was repaid through the
issuance of common stock. A repayment of related party obligations totaling
$59,730 also offset the equity line advances.


                                       18
<PAGE>

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 September 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.

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.

                           PART II - OTHER INFORMATION


ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

            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:

            iVoice, Inc. filed a Current Report on Form 8-K dated September 3,
            2004 regarding a Letter of Intent the Company entered into with NGM
            TEC, Inc., to sell its speech engine, source code, and assorted
            patents relating to the technology to NGM TEC, Inc.

            iVoice, Inc. filed a Current Report on Form 8-K dated June 25, 2004
            regarding the distribution of 7.5 million shares of common stock of
            Corporate Strategies, Inc. to iVoice shareholders.






                                       19
<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:   November 15, 2004
    ----------------------------------------------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer
































                                       20
<PAGE>


                                INDEX OF EXHIBITS


            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






































                                       21