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

                       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, 2007

                                       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 PER SHARE

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 [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_]  No [X]

Number of shares of Class A, common stock, No par value, outstanding as of
November 12, 2007:               258,710,604

================================================================================
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2007 AND 2006



                                TABLE OF CONTENTS
                                -----------------


                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Condensed Consolidated Financial Statements (Unaudited)

                 Condensed Consolidated Balance Sheet - September 30, 2007     2

                 Condensed Consolidated Statements of Operations - For the
                     nine months and three months ended September 30, 2007
                     and 2006                                                  3

                 Condensed Consolidated Statements of Accumulated Other
                     Comprehensive Loss - For the nine months ended
                     September 30, 2007                                        4

                 Condensed Consolidated Statements of Cash Flows - For
                     the nine months ended September 30, 2007 and 2006     5 - 6

                 Notes to Condensed Consolidated Financial Statements     7 - 25

         Item 2. Management's Discussion and Analysis or Plan of
                     Operations                                          26 - 30

         Item 3. Controls and Procedures                                      31

         Item 3A(T). Controls and Procedures                                  31



PART II. OTHER INFORMATION

         Item 6. Exhibits                                                     32






                                        1
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2007

                                     ASSETS

<TABLE><CAPTION>
<S>                                                                             <C>
CURRENT ASSETS
Cash and cash equivalents                                                       $ 10,892,491
Securities available for sale                                                        143,866
Prepaid expenses and other current assets                                            194,345
                                                                                ------------
       Total current assets                                                       11,230,702
                                                                                ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $235,413                  111,402
                                                                                ------------

OTHER ASSETS
Intangible assets, net of accumulated amortization and impairment of $111,689        160,161
Deposits and other assets                                                              6,666
                                                                                ------------
       Total other assets                                                            166,827
                                                                                ------------

TOTAL ASSETS                                                                    $ 11,508,931
                                                                                ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                           $  1,442,404
Convertible debentures payable, net of discounts of $2,310,490                     4,340,870
Derivative liability on convertible debentures                                     4,086,855
Due to related parties                                                               153,656
                                                                                ------------
       Total current liabilities                                                  10,023,785
                                                                                ------------

LONG TERM DEBT
Notes payable                                                                        174,000
                                                                                ------------

       Total liabilities                                                          10,197,785
                                                                                ------------

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;
  165,213,604 shares issued; 165,210,604 shares outstanding                       25,121,442
Common stock, Class B - $0.01 par value; authorized 50,000,000 shares;
  2,204,875 shares issued; 1,594,484 shares outstanding                               15,945
Additional paid-in capital                                                           719,702
Accumulated other comprehensive loss                                              (1,147,796)
Accumulated deficit                                                              (23,369,347)
Treasury stock, 3,000 Class A shares, at cost                                        (28,800)
                                                                                ------------
       Total stockholders' equity                                                  1,311,146
                                                                                ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 11,508,931
                                                                                ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        2
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>
                                                             For the nine months ended          For the three months ended
                                                                   September 30,                       September 30,
                                                          --------------------------------    --------------------------------
                                                               2007              2006              2007              2006
                                                          --------------    --------------    --------------    --------------
                                                                              (restated)                          (restated)
<S>                                                       <C>               <C>               <C>               <C>
SALES, net of provision for product returns and credits
    of $48,850, $8,337, $0 and $8,320, respectively       $    1,222,809    $      279,355    $      305,325    $      227,438

COST OF SALES                                                     90,976           139,094                --           111,763
                                                          --------------    --------------    --------------    --------------

GROSS PROFIT                                                   1,131,833           140,261           305,325           115,675
                                                          --------------    --------------    --------------    --------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    Selling and marketing expenses                               153,991           517,241            30,000           415,317
    General and administrative expenses                          830,533         1,193,838           232,148           118,406
    Impairment of intangible assets                              109,137                --                --                --
    Amortization of financing costs                              130,313           163,646            43,438            43,438
    Depreciation and amortization                                 18,621            21,161             2,624             7,202
                                                          --------------    --------------    --------------    --------------
Total selling, general and administrative expenses             1,242,595         1,895,886           308,210           584,363
                                                          --------------    --------------    --------------    --------------

LOSS FROM OPERATIONS                                            (110,762)       (1,755,625)           (2,885)         (468,688)
                                                          --------------    --------------    --------------    --------------

OTHER INCOME\(EXPENSE)
    Other income                                                 207,258           551,391             8,431           178,586
    Gain on revaluation of derivatives                         1,293,563           908,188            18,434           656,341
    Amortization of discount on debt                          (2,858,845)       (1,216,314)         (866,435)         (912,235)
    Write off of financing costs                                      --           (15,000)               --                --
    Interest expense                                            (398,871)         (442,303)         (133,127)         (136,106)
                                                          --------------    --------------    --------------    --------------
Total other income\(expense)                                  (1,756,895)         (214,038)         (972,697)         (213,414)
                                                          --------------    --------------    --------------    --------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                      (1,867,657)       (1,969,663)         (975,582)         (682,102)

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

NET LOSS APPLICABLE TO COMMON SHARES                      $   (1,867,657)   $   (1,969,663)   $     (975,582)   $     (682,102)
                                                          ==============    ==============    ==============    ==============

NET LOSS PER COMMON SHARE
    Basic                                                 $        (0.02)   $        (0.04)   $        (0.01)   $        (0.01)
                                                          ==============    ==============    ==============    ==============
    Diluted                                               $        (0.02)   $        (0.04)   $        (0.01)   $        (0.01)
                                                          ==============    ==============    ==============    ==============

WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                     93,101,624        52,794,470       122,387,175        56,503,756
                                                          ==============    ==============    ==============    ==============
    Diluted                                                   93,101,624        52,794,470       122,387,175        56,503,756
                                                          ==============    ==============    ==============    ==============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED OTHER
                         COMPREHENSIVE LOSS (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006





<TABLE><CAPTION>
                                                               2007              2006
                                                          --------------    --------------
<S>                                                       <C>               <C>
Balance at beginning of the period                        $     (376,559)   $       13,097

Unrealized loss on securities available for sale:
    Unrealized losses arising during the period                 (996,350)         (338,482)
    Less: reclassification adjustment for losses
          included in net loss                                   225,113                --
                                                          --------------    --------------
    Net change for the period                                   (771,237)         (338,482)
                                                          --------------    --------------
Balance at end of the period                              $   (1,147,796)   $     (325,385)
                                                          ==============    ==============
</TABLE>














     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE><CAPTION>
                                                                                  For the nine months ended
                                                                                         September 30,
                                                                                 ----------------------------
                                                                                     2007            2006
                                                                                 ------------    ------------
                                                                                                  (restated)
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                      $ (1,867,657)   $ (1,969,663)
   Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation of fixed assets and amortization of intangibles                        18,621          21,161
   Amortization of prepaid finance costs                                              130,313         163,646
   Amortization of discount on debt conversion                                      2,858,845       1,216,314
   Provision for product returns and reserve for bad debt                              53,418         112,347
   Reserve for excess and obsolete inventory                                           56,117              --
   Impairment of intangible assets                                                    109,137              --
   Loss on sales of marketable securities                                             225,113             565
   Gain of write-off of minority investment in subsidiary                              (5,000)             --
   Non-cash consulting revenues earned                                             (1,120,000)             --
   Gain on revaluation of derivatives                                              (1,293,563)       (908,188)
   Write-off of financing costs                                                            --          15,000
   Issuance of common stock for services                                                   --          85,000
   Changes in certain assets and liabilities:
       (Increase) decrease in accounts receivable                                       2,257        (200,185)
       (Increase) decrease in inventory                                                 8,640         (48,361)
       (Increase) in prepaid expenses and other assets                                (44,710)        (43,741)
       Increase in accounts payable and accrued liabilities                           517,749         490,892
       Increase in related party liabilities                                           57,153          34,423
                                                                                 ------------    ------------
   Total cash (used in) operating activities                                         (293,567)     (1,030,790)
                                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                  (4,708)         (7,216)
   Net proceeds from sales of marketable securities                                   182,378              --
   Purchase of trademarks and other intangibles                                       (10,947)        (17,835)
   Cash acquired in merger with Thomas Pharmaceuticals, Ltd                                --              36
                                                                                 ------------    ------------
   Total cash provided by (used in) investing activities                              166,723         (25,015)
                                                                                 ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Prepaid offering and debt issue costs                                                  --        (108,750)
   Gross proceeds from debt financing                                                 160,000       1,250,000
   Repayment of debt financing                                                         (6,000)       (136,000)
                                                                                 ------------    ------------
   Total cash provided by financing activities                                        154,000       1,005,250
                                                                                 ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   27,156         (50,555)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                    10,865,335      11,001,932
                                                                                 ------------    ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                        $ 10,892,491    $ 10,951,377
                                                                                 ============    ============

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

     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the nine months ended September 30, 2007:
---------------------------------------------

a)   The Company issued 94,127,258 shares of Class A common stock to YA Global
     Investments, LP (f/k/a/ Cornell Capital Partners) as repayment of principal
     on outstanding convertible debentures, valued at $290,250.

b)   The Company issued 2,012,651 shares of Class A Common upon the conversion
     of 10,863 shares of Class B Common Stock.

c)   The Company received 4,000,000 shares of Class A common stock of Deep Field
     Technologies as compensation for consulting services to be provided
     pursuant to the terms of the Consulting Agreement entered into on February
     13, 2007. The value of the agreement was determined to be $1,120,000 and
     was amortized over six months ending August 13, 2007.

For the nine months ended September 30, 2006:
---------------------------------------------

a)   On January 6, 2006, the Company concluded the merger of Thomas
     Pharmaceuticals, Ltd. The net effect on cash flows is as follows:

     Cash                                      $       36
     Property and equipment                       115,175
     Intangible assets                             95,411
     Deposits and other assets                      1,900
     Accounts payable and accrued expenses       (187,522)
     Notes payable, net of current portion        (20,000)
     Minority interest in subsidiary stock         (5,000)
                                               ----------
     Total                                     $       --
                                               ==========

b)   The Company issued 2,819,580 shares of Class A common stock to YA Global
     Investments, LP (f/k/a/ Cornell Capital Partners) as repayment of principal
     on an outstanding convertible debenture, valued at $165,886.

c)   The Company issued 1,000,000 shares of Class A common stock for public
     relations services at a value of $85,000.

d)   The Company converted 47,167 shares of Class B Common into 3,930,690 shares
     of Class A Common, pursuant to the provisions of Class B common stock.



     See accompanying notes to condensed consolidated financial statements.

                                        6
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation
     ---------------------
     The accompanying unaudited condensed consolidated financial statements
     include the accounts of iVoice, Inc. (the "Company" or "iVoice"), and its
     wholly owned subsidiaries. These condensed consolidated 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. It is suggested that these condensed consolidated financial
     statements be read in conjunction with the December 31, 2006 audited
     financial statements and the accompanying notes thereto.

     iVoice, Inc. formerly known as Visual Telephone International, Inc.
     ("Visual") was incorporated under the laws of Utah on December 2, 1995, and
     subsequently changed to Delaware.

     On May 21, 1999, the Company executed a Reorganization Agreement (the
     "Agreement") that provided that the Company and International Voice
     Technologies, Corp. ("IVT") would be merged and the Company would be the
     surviving entity. On May 25, 1999, a certificate of merger was filed with
     the State of Delaware and the name of the Company was changed to
     iVoice.com, Inc.

     On April 24, 2000, the Company entered into an agreement and plan of
     reorganization with all the stockholders of ThirdCAI, another shell company
     that was a reporting company under the Securities Exchange Act of 1934. In
     this transaction, which took place by means of a short-form merger, with
     ThirdCAI's name being changed to iVoice.com, Inc. The purpose of this
     transaction was to enable the Company's business to be conducted by a
     reporting company, as pursuant to the "eligibility rule" adopted by the
     National Association of Securities Dealers, Inc., or "NASD," only reporting
     companies may continue to have stock quoted on the OTC Bulletin Board.

     On August 24, 2001, the Company amended its certificate of incorporation to
     change its name from iVoice.com, Inc. to iVoice, Inc.

     On April 25, 2003, the Company formed a wholly owned subsidiary in the
     State of New Jersey and on May 5, 2003, changed its state of incorporation
     from Delaware to New Jersey by merging into the newly formed New Jersey
     subsidiary.

     On February 11, 2004, the Company completed the transfer of its' Automatic
     Reminder software business to its wholly owned subsidiary Trey Resources,
     Inc. ("Trey Resources") and spun-off as a special dividend shares of Trey
     Resources Class A common stock to the iVoice stockholders. Effective with
     the spin-off of Trey Resources, Trey Resources now operates as an
     independent publicly traded entity.

     In May 2005, iVoice formed a new wholly owned subsidiary, iVoice
     Acquisition Corporation in the State of New Jersey. This subsidiary will be
     used in the future for potential acquisitions made by the parent.

                                        7
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     Basis of Presentation (Continued)
     ---------------------------------
     On August 5, 2005, the Company completed the transfer of certain business
     segments and their related assets and liabilities to its' three wholly
     owned subsidiaries SpeechSwitch, Inc, iVoice Technology, Inc and Deep Field
     Technologies, Inc. SpeechSwitch, iVoice Technology and Deep Field were then
     spun-off from iVoice as a special dividend of the shares of Class A common
     Stock of the respective companies to the iVoice stockholders. Effective
     with the spin-off of the three subsidiaries, SpeechSwitch, iVoice
     Technology and Deep Field now operate as independent publicly traded
     entities.

     On January 6, 2006, iVoice, Inc. entered into an Agreement and Plan of
     Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd., a New Jersey
     corporation ("Thomas NJ"), a wholly owned subsidiary of the Company, Thomas
     Pharmaceuticals Ltd., a New York corporation ("Thomas NY"), Farris M.
     Thomas, Jr., an individual ("Thomas"), John E. Lucas, an individual
     ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an individual,
     "Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"), and Maureen
     Gillespie, an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood,
     Gillespie, Thomas and Lucas are collectively as the "Shareholders"). Under
     the terms of the Agreement, Thomas NY merged into a wholly owned subsidiary
     of the Company, Thomas NJ. The Shareholders of Thomas NY exchanged all of
     their common stock shares of Thomas NY for 500,000 Thomas NJ Series A
     Convertible Preferred Stock ("Series A Preferred Stock") shares. The Series
     A Preferred Stock shareholders can elect to have the Company spin-off
     Thomas NJ from iVoice. On March 30, 2007, the Company announced that it
     intends to distribute to the Company's shareholders shares of common stock
     of its subsidiary Thomas Pharmaceuticals, Ltd. The proposed distribution is
     subject to final review by the U.S. Securities and Exchange Commission.

     The book value of $(93,533) of Thomas Pharmaceuticals, Ltd. at the time of
     the merger consisted of:

             Cash                                        $       36
             Property and equipment                         115,175
             Other assets                                     3,778
             Accounts payable & accrued expenses           (187,522)
             Notes payable                                  (20,000)
             Minority interest in subsidiary stock           (5,000)
                                                         ----------
             Total                                       $  (93,533)
                                                         ==========

     Based on the Company's interpretation of Regulation S-X, the Company does
     not consider Thomas Pharmaceuticals to be a material acquisition and, as
     such, is exempt from reporting pro forma information for the nine months
     ending September 30, 2006.

     On March 6, 2006, we formed a new wholly owned subsidiary, iVoice
     Innovations, Inc. in the State of New Jersey. This subsidiary will be used
     to either acquire other operating companies or for a potential spin-off of
     an existing asset of ours similar to the recent spin-offs of Trey
     Resources, iVoice Technology, Deep Field and SpeechSwitch.

     The Company is publicly traded and is currently traded on the Over The
     Counter Bulletin Board ("OTCBB") under the symbol "IVOI".

                                        8
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     Principles of Consolidation
     ---------------------------
     The accompanying condensed consolidated financial statements include the
     accounts of the Company and its subsidiaries, Thomas Pharmaceuticals Ltd
     (formerly iVoice Acquisition Corp) and iVoice Innovations, Inc. All
     significant inter-company transactions and balances have been eliminated in
     consolidation.

     Line of Business
     ----------------
     We have determined that the best way to create shareholder value, separate
     and apart from our operating performance, is by spinning off and
     distributing shares of our wholly owned subsidiaries in the form of a
     special dividend to our shareholders. The only two industries in which we
     currently have operations are patent licensing and non-prescription
     healthcare products (through the operation of our subsidiary, Thomas
     Pharmaceuticals, Ltd.).

     We will also continue to search for potential merger candidates with or
     without compatible technology and products, in a further attempt to
     increase shareholder value. As an example, in January 2006, we acquired the
     New York City based Thomas Pharmaceuticals Ltd. ("Thomas"), which develops
     and markets over-the-counter non-prescription healthcare products. Thomas'
     first product focuses on the high-end, branded consumables market, with a
     calcium-enriched, sugar free, anti-gas antacid tablet.

     Use of Estimates
     ----------------
     The preparation of financial statements are in conformity with accounting
     principles generally accepted in the United States of America which
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenue and expenses during the reporting period.
     Actual results could differ from those estimates.

     Revenue and Cost Recognition
     ----------------------------
     The Company obtains its income primarily from the sales of over-the-counter
     non-prescription healthcare products to wholesalers and distributors, from
     the sales or licensing of its patents and patent applications and from
     earned revenues on consulting agreements and administrative service
     agreements.

     Revenues for our healthcare products, net of estimated provisions, is
     recognized when persuasive evidence that an arrangement exists, delivery
     has occurred, the selling price is fixed or determinable, and
     collectability is reasonably assured. Provisions for sales discounts, and
     estimates for chargebacks, rebates, and product returns are established as
     a reduction of product sales revenue at the time revenues are recognized,
     based on historical experience adjusted to reflect known changes in the
     factors that impact these reserves.

     Revenues for the sales of our patents are recorded upon transfer of title.
     The patent revenues are reported net of any broker fees or commissions.
     Revenues for consulting and administrative agreements are recorded as
     earned.

                                        9
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     Revenue and Cost Recognition (Continued)
     ----------------------------------------
     Revenues on consulting agreements are recorded as earned per the terms of
     the individual agreements. During the nine months ended September 30, 2007,
     the Company recorded $1,120,000 of revenue from a consulting agreement with
     Deep Field Technologies. This amount represents approximately 92% of the
     total sales for the period.

     Cost of product revenue includes direct costs to produce and distribute the
     products. Costs for patents include expensing the deferred costs of the
     licensing activities.

     Product Returns
     ---------------
     The Company offers an open return policy for unsold product and the Company
     had a limited number of product returns through September 30, 2007.
     Management determined that in order to provide adequate provision, that the
     provision for product returns is based on the balance of uncollected
     receivables from customers who have not made any payments at the end of the
     period.

     Start-up Costs
     --------------
     In accordance with the American Institute of Certified Public Accountants
     Statement of Position 98-5, "Reporting on the Costs of Start-up
     Activities," the Company expenses all costs incurred in connection with the
     start-up and organization of the Company.

     Accounts Receivable
     -------------------
     The Company conducts business and extends credit pursuant to the individual
     agreements. Standard terms are 2% 30 net 31 and most of the small customers
     conform to these terms. Several large customers delay payments to the
     Company until there is a steady flow of products being resold. In some
     cases, the Company also offers a return policy for slow moving products.
     Provisions created for product returns also reduce the outstanding balance
     of accounts receivable. Exposure to losses on receivables is expected to
     vary by customer due to how the products are being purchased by the
     end-users.

     As of September 30, 2007, the accounts receivable, net of allowance of
     product returns and bad debt, is as follows:

             Accounts receivable                         $  190,275
             Less: allowance for product returns           (148,244)
             Less: provision for bad debt                   (42,031)
                                                         ----------
             Net accounts receivable                     $       (0)
                                                         ==========

     Provision for Bad Debt
     ----------------------
     The Company evaluates the credit worthiness of each of its customers and
     has determined that some accounts will be uncollectible and will have to be
     written off in the future. Management has determined that a provision for
     bad debt of $42,031, in addition to the provision for product returns, is
     sufficient at September 30, 2007.

                                       10
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     Cash and Cash Equivalents
     -------------------------
     The Company considers all highly liquid investments purchased with original
     maturities of three months or less to be cash equivalents. The cash
     equivalents represent investments in Triple A credit rated money market
     funds that have 7 day auction rates competitive with current market
     conditions. The Company had cash equivalents at September 30, 2007 of
     $10,823,432.

     Advertising Costs
     -----------------
     Advertising costs are expensed as incurred and are included in selling
     expenses. For the nine months ended September 30, 2007 and 2006, the
     Company incurred $24,895 and $326,837, respectively.

     Concentration of Credit Risk
     ----------------------------
     The Company maintains cash balances at a financial institution that is
     insured by the Federal Deposit Insurance Corporation up to $100,000. The
     cash equivalents are not insured. The Company has uninsured cash balances
     at September 30, 2007 of $10,823,432.

     Marketable Securities
     ---------------------
     The Company has evaluated its investment policies consistent with FAS No.
     115, Accounting for Certain Investments in Debt and Equity Securities, 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 Accumulated Other Comprehensive Income (Loss).

     Inventory
     ---------
     Inventory, consisting primarily of raw materials and finished goods such as
     antacid tablets, tins, display boxes and completed shipping boxes, and is
     valued at the lower of cost or market. Cost is determined on a first-in,
     first-out basis for the materials and includes an allocation of the
     production labor for the packaging and shipping provided by an unrelated
     contractor.

     Inventory reserves are estimated for excess, obsolete and slow-moving
     inventory. These estimates are based on current assessments about future
     demands, market conditions and related management initiatives. If market
     conditions and actual demands are less favorable than those projected by
     management, additional inventory write-downs may be required.

     As of September 30, 2007, the inventory at cost and reserves for excess and
     obsolete inventory are as follows:

             Inventory at cost                           $   56,116
             Less: Reserve for excess and obsolete
                   inventory                                (56,116)
                                                         ----------
             Net inventory                               $       (0)
                                                         ==========

     Property and Equipment
     ----------------------
     Property and equipment is stated at cost. Depreciation is computed using
     the straight-line method based upon the estimated useful lives of the
     assets, generally five to seven years. Maintenance and repairs are charged
     to expense as incurred.

                                       11
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     Fair Value of Financial Instruments
     -----------------------------------
     The Company estimates that the fair value of all financial instruments at
     September 30, 2007, as defined in FAS 107, does not differ materially from
     the aggregate carrying values of its financial instruments recorded in the
     accompanying condensed consolidated balance sheet. The estimated fair value
     amounts have been determined by the Company using available market
     information and appropriate valuation methodologies. Considerable judgment
     is required in interpreting market data to develop the estimates of fair
     value, and accordingly, the estimates are not necessarily indicative of the
     amounts that the Company could realize in a current market exchange.

     Intangible Assets
     -----------------
     Intangible assets represent costs incurred for trademarks, patents and
     patent applications and on the intangible value placed on the customer list
     acquired from Thomas NY. Identified intangible assets are regularly
     reviewed to determine whether facts and circumstances exist which indicate
     that the useful life is shorter than originally estimated or the carrying
     amount of assets may not be recoverable. The Company assesses the
     recoverability of its identifiable intangible assets by comparing the
     projected discounted net cash flows associated with the related asset or
     group of assets over their remaining lives against their respective
     carrying amounts. Impairment is based on the excess of the carrying amount
     over the fair value of those assets. Also see Note 3.

     Income Taxes
     ------------
     The Company accounts for income taxes in accordance with FAS No. 109,
     "Accounting for Income Taxes," which requires an asset and liability
     approach to financial accounting and reporting for income taxes. Deferred
     income taxes and liabilities are computed annually for differences between
     the financial statement and the tax basis of assets and liabilities that
     will result in taxable or deductible amounts in the future based on enacted
     tax laws and rates applicable to the periods in which the differences are
     expected to affect taxable income. Valuation allowances are established
     when necessary to reduce deferred tax assets to the amount expected to be
     realized.

     Earnings (Loss) Per Share
     -------------------------
     FAS 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 EPS 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 for the nine months ended September 30, 2007 and
     2006, does not assume conversion, exercise or contingent exercise of
     securities that would have an anti-dilutive effect on earnings.

                                       12
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     The shares used in the computations are as follows:

                                                       Nine months ended
                                                         September 30,
                                               --------------------------------
                                                    2007              2006
                                               --------------    --------------

     Net (loss) applicable to common shares    $   (1,867,657)   $   (1,969,663)
                                               ==============    ==============
     Weighted average shares outstanding
        Basic and diluted                          93,101,624        52,794,470
                                               ==============    ==============
     Net (loss) per common share outstanding
        Basic and diluted                      $        (0.02)   $        (0.04)
                                               ==============    ==============

     The Company had common stock equivalents of 2,929,064,256 and 165,280,227
     at September 30, 2007 and 2006, respectively.

     Comprehensive Income
     --------------------
     FAS 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, 2007, the
     Company has several items that represent comprehensive income, and thus,
     has included a statement of comprehensive income.

     Derivative Liabilities
     ----------------------
     During April 2003, the Financial Accounting Standards Board issued SFAS
     149, "Amendment of Statement 133 on Derivative Instruments and Hedging
     Activities." SFAS 149 amends and clarifies accounting for derivative
     instruments, including certain derivative instruments embedded in other
     contracts, and for hedging activities under SFAS 133, "Accounting for
     Derivative Instruments and Hedging Activities." The statement requires that
     contracts with comparable characteristics be accounted for similarly and
     clarifies when a derivative contains a financing component that warrants
     special reporting in the statement of cash flows. SFAS 149 is effective for
     contracts entered into or modified after September 30, 2003, except in
     certain circumstances, and for hedging relationships designated after
     September 30, 2003. The financial statements for the nine months ended
     September 30, 2007 include the recognition of the derivative liability on
     the underlying securities issuable upon conversion of the YA Global
     Convertible Debentures (f/k/a/ Cornell Convertible Debentures).

     Recent Accounting Pronouncements
     --------------------------------
     In June 2006, the FASB issued Interpretation No. 48, "Accounting for
     Uncertainty in Income Taxes" (FIN 48), which clarifies the accounting for
     uncertainty in income taxes recognized in an enterprise's financial
     statements in accordance with SFAS No. 109, "Accounting for Income Taxes."
     FIN 48 establishes a recognition threshold and measurement attribute for
     the financial statement recognition and measurement of a tax position taken
     or expected to be taken in a tax return. This interpretation also provides
     guidance on de-recognition, classification, interest and penalties,
     accounting in interim periods, disclosure, and transition. FIN 48 is
     effective for fiscal years beginning after December 15,

                                       13
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     2006. The adoption of FIN 48 did not have a material impact on the
     Company's financial position, results of operations or cash flows.

     In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
     Financial Assets and Liabilities, including an amendment of FASB Statement
     No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose, at
     specified election dates, to measure many financial instruments and certain
     other items at fair value that are not currently required to be measured at
     fair value. Unrealized gains and losses shall be reported on items for
     which the fair value option has been elected in earnings at each subsequent
     reporting date. SFAS No. 159 is effective for fiscal years beginning after
     November 15, 2007. Early adoption is permitted as of the beginning of a
     fiscal year that begins on or before November 15, 2007, provided the entity
     also elects to apply the provisions of SFAS No. 157 "Fair Value
     Measurements" ("SFAS No. 157"). The Company is currently assessing the
     impact that SFAS No. 159 will have on its financial statements.


NOTE 2 - SECURITIES AVAILABLE FOR SALE

     On June 24, 2004, iVoice had invested $750,000 in Corporate Strategies in
     the form of 7.5 million shares of Class A Common Stock and a $500,000 5%
     secured convertible debenture (which was subsequently assigned to Cornell
     Investments, LP (f/k/a/ Cornell Capital Partners) in May 2005, as repayment
     on a outstanding promissory note). Corporate Strategies, located in
     Houston, Texas, provides merchant banking and diversified financial
     services involving accounts receivable factoring, mortgage lending, oil and
     gas investments and assorted other financial transactions. On August 31,
     2005, following the reverse merger of Corporate Strategies into NuWave
     Technologies, Inc., the Company received 3,750,000 shares of NuWave
     Technologies Common Stock in exchange for the 7,500,000 shares of Corporate
     Strategies Class A Common Stock. The market value of NuWave on the date of
     transfer was $243,750 as compared to the carrying value of $250,000 for our
     Corporate Strategies stock, therefore the value was written down by $6,250.
     Subsequent to the merger with NuWave Technologies, the company changed
     their name to Emerge Capital Corp and then to Turnaround Partners. During
     the year ended December 31, 2006, the Company sold 453,642 shares of Emerge
     Capital common stock in the market for net proceeds of $10,444 and realized
     a loss of $19,042. During the nine months ended September 30, 2007, the
     Company sold 3,296,358 shares of Turnaround Partners common stock in the
     market for net proceeds of $118,460 and realized a loss of $95,804. As of
     September 30, 2007, the Company has fully liquidated its holdings in
     Turnaround Partners.

     On May 16, 2005, the Company terminated its Administrative Services
     Agreement with Trey Resources and the Company agreed to accept the
     assignment of 10 million shares of Laser Energetics Class A Common Stock as
     settlement of all Administrative Fees owed by Trey Resources. The value of
     the exchanged securities was determined to be $64,891. During the nine
     months ended September 30, 2007, the Company sold 10,000,000 shares of
     Laser Energetics common stock in the market for net proceeds of $62,864 and
     realized a loss of $2,026. At September 30, 2007, the Company has fully
     liquidated its holdings in Laser Energetics.

                                       14
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     On August 30, 2005, iVoice received a special dividend from Corporate
     Strategies in the form of 4,408 shares Series A Convertible Preferred Stock
     of Health Express USA, Inc with a market value of $300,846, based on the
     current trading price on the underlying common stock. On October 13, 2005,
     iVoice received an additional 3 shares Series A Convertible Preferred Stock
     of Health Express USA, Inc with a market value of $351. Each of these
     shares is convertible in 19,500 shares of Health Express USA common stock
     one year from the issue date. Subsequent to the issuance of these shares,
     Health Express changed its name to CSI Business Finance and then to
     National Nutrition, Inc. Also during this period they implemented a reverse
     split of 1:25 on the outstanding stock of the company including the
     conversion factor of the Series A Convertible Preferred Stock. During 2006,
     the Company converted the 4,411 shares of Series A Convertible Preferred
     Stock into 3,440,580 shares of CSI Business Finance (n/k/a Natural
     Nutrition, Inc.). During the year ended December 31, 2006, the Company sold
     62,876 shares of Natural Nutrition common stock in the market for net
     proceeds of $1,293 and realized a loss of $4,208. During the nine months
     ended September 30, 2007, the Company sold 1,837,704 shares of Natural
     Nutrition common stock in the market for net proceeds of $33,516 and
     realized a loss of $127,283. At September 30, 2007, the book value of these
     securities is $134,896 and the market value is $23,100. The cumulative
     unrealized loss of $111,796 is included in the Other Comprehensive Income
     (Loss).

     On February 13, 2007, the Company received 4,000,000 shares for Deep Field
     Technologies Class A Common Stock as compensation pursuant to the
     Consulting Agreement with Deep Field Technologies, valued at $1,120,000.
     The Company provided "general corporate finance advisory and other similar
     consulting services" for a period of six (6) months from the date of the
     agreement. At September 30, 2007, the book value of these securities is
     $1,120,000 and the market value is $84,000. The cumulative unrealized loss
     of $1,036,000 is included in the Other Comprehensive Income (Loss). The
     President and CEO of the Company was also the Non-executive Chairman of the
     Board of Deep Field Technologies prior to execution of the Consulting
     Agreement.

     Cash receipts from the sales of the securities is deposited in a short term
     money market funds at our broker. Periodically these funds are transferred
     to our operating cash account. At September 30, 2007, the unremitted
     balance in the money market fund at our broker was $36,766.

     As of September 30, 2007, the aggregate book value of these securities was
     $1,291,662, the market value was $143,866 and the cumulative unrealized
     loss was $1,147,796.


NOTE 3 - GOODWILL AND INTANGIBLES

     To date we have filed fifteen patent applications with the United States
     Patent and Trademark Office for speech enabled applications that we have
     developed internally. Of the patent applications we have filed, three (3)
     patents have been awarded. In May 2003 and December 2003, the Company was
     issued two patents for its Speech-Enabled Automatic Telephone Dialer. On
     October 26, 2004 we were issued Patent 6,813,341 for a patent for Speech
     Enabled Voice Activated/Voice Responsive Item Locator. In March 2006 we
     sold four of our voice activated product and item locator patents to Lamson
     Holdings LLC for the net proceeds of $136,000. The patents expire 20 years
     from the date of the original patent filings. All accumulated costs
     incurred with respect to the Company's patent filings have been
     capitalized.

                                       15
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     On January 6, 2006, the Company completed the merger with Thomas
     Pharmaceuticals Ltd. As a result of the merger, the Shareholders of Thomas
     NY exchanged all of their common stock shares of Thomas NY for 500,000
     Thomas NJ Series A Convertible Preferred Stock. In addition, Thomas NJ
     assumed the assets and liabilities of Thomas NY with an aggregate value of
     ($93,533), which was recorded as intangible assets. During the nine months
     ended September 30, 2007, the Company was notified that the two largest
     retailers have decided to no longer carry the Acid+All(R) product since
     Thomas Pharmaceuticals did not have the financial resources for necessary
     sales and marketing activities at that time. The Company was also notified
     that the Thomas Pharmaceuticals' contract packager had ceased packaging the
     Acid+All(R) product and that Thomas Pharmaceuticals had no packaged
     products in inventory. Based upon managements' evaluation of this business,
     it was determined that the current book value of the intangible assets for
     the customer list and trademarks of Thomas Pharmaceuticals should be fully
     impaired for the amount of $109,137.

     Under FAS No. 142, "Goodwill and Other Intangible Assets", goodwill and
     other intangible assets are tested for impairment under certain
     circumstances, and written off when impaired, rather than being amortized
     as previous standards require.

     All capitalized intangibles have been reviewed for impairment at September
     30, 2007. In doing so, management has determined that, except for the
     Thomas Pharmaceuticals intangible assets, no further write-down for
     impairment is required.

     At September 30, 2007, intangible assets totaled $160,161 net of impairment
     and accumulated amortization of $111,689.


NOTE 4 - NOTES PAYABLE/CONVERTIBLE DEBENTURES

     On May 11, 2006 the Company issued to YA Global Investments LP (f/k/a/
     Cornell Capital Partners) a $503,776 secured convertible debenture due on
     May 11, 2008 bearing interest of 7.5%. This debenture replaced a promissory
     note with a principal balance of $333,760 and $170,016 of accrued interest
     due to YA Global from May 25, 2004. On August 3, 2006, we repaid $136,000
     of principal using the proceeds of the sales of patents to Lamson Holdings
     LLC. During the year ended December 31, 2006, we issued 6,416,011 shares of
     Class A common stock as repayment of principal of $230,886. During the nine
     months ended September 30, 2007, we issued 14,466,790 shares of Class A
     common stock as repayment of $136,890 of the remaining principal and
     $10,610 of accrued interest. As of September 30, 2007 the remaining balance
     of accrued interest is $4,662.

     On May 11, 2006 the Company issued to YA Global a $5,544,110 secured
     convertible debenture due on May 11, 2008 bearing interest of 7.5%. This
     debenture replaced a promissory note with a principal balance of $5,000,000
     and $544,110 of accrued interest due to YA Global from June 15, 2005.
     During the nine months ended September 30, 2007, we issued 79,660,468
     shares of Class A common stock as repayment of $142,750 of principal. As of
     September 30, 2007, the unpaid principal balance on the secured convertible
     debenture is $5,401,360 plus accrued interest of $583,853.

     On May 25, 2006, the Company issued to YA Global a $1,250,000 secured
     convertible debenture due on May 25, 2008 bearing interest of 7.5% per
     annum pursuant to a Securities Purchase Agreement entered into between us
     and YA Global. As of September 30, 2007, the unpaid principal balance on
     the

                                       16
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     secured convertible debenture is $1,250,000 plus accrued interest of
     $128,385.

     The aggregate principal value of these three debentures at September 30,
     2007 is $6,651,360. This amount is shown on the balance sheet net of the
     unamortized portion of the discount on conversion of $2,310,490. This
     discount is being amortized over the life of the debenture and is being
     amortized as debt discount on the statement of operations.

     On May 25, 2006, the Company paid $93,750 for commitment fees to Yorkville
     Advisors, LLP related to the YA Global debenture of the same date. The
     structuring fees were charged to financing costs and the commitment fees
     were deferred and amortized over the term of the debenture. In addition,
     the Company issued 30,000,000 warrants to YA Global with a fair market
     value of $1,992,323, which is being amortized as debt discount over the
     life of the convertible debentures on the statements of income (loss).

     The Company can redeem a portion or all amounts outstanding under the YA
     Global Debentures at any time upon three business days advanced written
     notice. A 20% redemption premium on the principal amount being redeemed is
     required. YA Global may, at its discretion, convert the outstanding
     principal and accrued interest, in whole or in part, into a number of
     shares of our Class A Common Stock equal to the quotient obtained by
     dividing (x) the outstanding amount of the YA Global Debentures to be
     converted by (y) 90% of the lowest closing bid price of our shares of Class
     A Common Stock during the 30 trading days immediately preceding the
     conversion date.

     In addition, on any conversion date, YA Global may require us to make a
     cash payment in lieu of delivering shares of our Class A Common Stock if
     the conversion shares to be issued to YA Global, when aggregated with all
     other shares of our Class A Common Stock beneficially owned by YA Global at
     such time, would result in YA Global beneficially owning greater than 4.9%
     of our outstanding shares of Class A Common Stock. We believe we have
     sufficient cash on-hand to satisfy such obligations if and when they shall
     arise.

     As part of the merger with Thomas Pharmaceuticals Ltd, the Company assumed
     a $20,000 promissory note due to Jana M. Wesley which bears interest at the
     rate of 5% per annum, compounded annually. The promissory note matures on
     January 19, 2009 with a lump sum payment due of any remaining principal and
     interest. As of September 30, 2007, the unpaid balance on the promissory
     note is $20,000 plus accrued interest of $2,817.

     On January 26, 2007, Thomas Acquisition issued to an investor a debenture
     in the principal amount of $103,200 convertible into Class A Common Stock
     of Thomas Pharmaceuticals and a debenture in the principal amount of
     $96,800 convertible into Series B Convertible Preferred Stock of Thomas
     Pharmaceuticals. The $103,200 of the convertible debentures provide that,
     at the holder's option, principal and interest due on the debentures can be
     converted into the number of shares of Thomas Pharmaceuticals Class A
     Common Stock determined by dividing the amount of the debenture being
     converted by a 20% discount to the lowest closing bid price of the Thomas
     Pharmaceuticals Class A Common Stock for the five trading days before the
     conversion date. The $96,800 of the convertible debentures provide that, at
     the holder's option, principal and interest due on the debentures can be
     converted into the Thomas Pharmaceuticals Series B Convertible Preferred
     Stock having a stated value

                                       17
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     of $1,000 per share. The $103,200 convertible debenture was secured with
     the assets of Thomas Pharmaceuticals, subordinate to the security interest
     previously granted to iVoice. As of September 30, 2007, shares of Class A
     Common Stock of Thomas Pharmaceuticals are not freely traded and there is
     no market value for the shares. The net proceeds of $160,000 from the
     convertible debentures were loaned to Thomas Pharmaceuticals in the form of
     a Promissory Note. The Promissory Note bears interest at the rate of ten
     percent per annum, has a term of seven years and shall be due and payable
     on January 8, 2014. On February 12, 2007, the Company repaid $6,000 that
     was applied to the principal balance of the promissory note. As of
     September 30, 2007, the unpaid balance on the promissory note is $154,000
     plus accrued interest of $10,594.


NOTE 5 - DERIVATIVE LIABILITY

     In accordance with SFAS 133, "Accounting for Derivative Instruments and
     Hedging Activities" and EITF 00-19, "Accounting for Derivative Financial
     Instruments Indexed to, and Potentially Settled in, a Company's Own Stock",
     the conversion feature associated with the YA Global Secured Convertible
     Debentures represents embedded derivatives. As such, the Company had
     recognized embedded derivatives in the amount of $6,908,078 as a derivative
     liability in the accompanying condensed consolidated balance sheet, and it
     is now measured at its estimated fair value of $4,086,855.

     The estimated fair value of the embedded derivative has been calculated
     based on a Black-Scholes pricing model using the following assumptions:

                                                At Issue           At 9/30/07
                                            ----------------    ----------------
             Fair market value of stock      $0.096 - $0.125        $ 0.00120
             Exercise price                  $0.086 - $0.113        $ 0.00108
             Dividend yield                       0.00%                0.00%
             Risk free interest rate              5.47%                5.47%
             Expected volatility            195.36% - 196.54%         172.72%
             Expected life                     2.00 years            8 months

     Changes in the fair value of the embedded derivatives are calculated at
     each reporting period and recorded in gain on revaluation of derivatives in
     the condensed consolidated statements of income (loss). During the nine
     months ended September 30, 2007, there was a change in the fair value of
     the embedded derivatives, which resulted in a gain of $1,293,563.

     In accordance with SFAS 133, SFAS 150, "Accounting for Certain Financials
     Instruments With Characteristics of Both Liabilities and Equity" and EITF
     00-19, the fair market value of the derivatives and warrants are bifurcated
     from the convertible debentures as a debt discount. The debt discount of
     $7,297,886 is being amortized over the life of the convertible debentures.
     Amortization expense on the debt discount on the convertible debentures for
     the nine months ended September 30, 2007 was $2,111,723.

                                       18
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 6 - DUE TO RELATED PARTIES

     Due to related parties consisted of amounts due to the officers of the
     Company as follows:

     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, which accrues interest at 9.5% per year on the unpaid balance.

     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., $.01 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. The Board of
     Directors of the Company maintains control over the issuance of shares and
     may decline the request for conversion of the repayment into shares of the
     Company.

     On October 14, 2002, Mr. Mahoney converted $1,504,875 of the amounts owed
     to him into 1,504,875 shares of Class B common stock.

     As of August 4, 2005, the outstanding balance owed to Mr. Mahoney was
     $605,295. Effective with the Spin-off of the three subsidiaries, an
     aggregate of $570,000 was transferred to the three subsidiaries immediately
     prior to the Spin-off.

     As of September 30, 2007, the remaining outstanding balance owed to Mr.
     Mahoney amounted to $153,656.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

>>   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.

>>   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, Chief Executive Officer and Principal Financial 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.

                                       19
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


>>   In conjunction with the various spin-offs, iVoice Technology and
     SpeechSwitch have entered into temporary administrative services agreement
     with iVoice. The administrative services agreements will continue on a
     month-to-month basis until these companies have found replacement services
     for those services being provided by iVoice or can provide these services
     for itself.

>>   The Company's assets are subject to a Security Agreement with the majority
     stockholder. See Note 6.


NOTE 8 - COMMON STOCK

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

     On April 10, 2006, pursuant to approval by a majority of voting shares at
     the Annual Meeting of Shareholders held on March 31, 2006, an Amendment to
     the Certificate of Incorporation dated April 7, 2006 was accepted by the
     State of New Jersey (the "Amendment") to effect a one for two hundred
     reverse stock split (the "Reverse Split"). The Reverse Split took effect on
     April 27, 2006 and the trading symbol of the Company's Class A common stock
     was changed to "IVOI". All shareholders' holdings were divided by two
     hundred and the number of outstanding Class A common stock shares was
     reduced from 9,994,728,373 to 49,973,642, plus any additional shares issued
     as a result of the rounding up of fractional shares created by the Reverse
     Split. The Amendment provided for the issuance of no fractional shares, but
     instead, all fractional shares created by the Reverse Split were rounded up
     to one whole share. Additionally, the shareholders approved a
     re-authorization of the number of authorized Class A Common Stock shares to
     10 billion shares.

     a)   Preferred Stock
          ---------------
          Preferred Stock consists of 1,000,000 shares of authorized preferred
          stock with $1.00 par value. As of September 30, 2007, no shares were
          issued or outstanding.

     b)   Class A Common Stock
          --------------------
          Following the reverse split on April 27, 2006, the Class A common
          stock consists of the following: 10,000,000,000 shares of authorized
          common stock with no par value, 49,976,994 shares were issued and
          49,973,994 shares were outstanding.

          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.

                                       20
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


          As of September 30, 2007, there are 165,213,604 shares issued and
          165,210,604 shares outstanding.

          For the nine months ended September 30, 2007, the Company had the
          following transactions in its Class A Common Stock:

          1)   The Company issued 94,127,258 shares of Class A common stock to
               YA Global as repayment of principal on an outstanding convertible
               debenture, valued at $290,250.

          2)   The Company issued 2,012,651 shares of Class A common stock upon
               conversion of 10,863 shares of Class B common stock, pursuant to
               the provisions of Class B common stock.

     c)   Class B Common Stock
          --------------------
          Class B Common Stock consists of 50,000,000 shares of authorized
          common stock with $.01 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, 2007, there are
          2,204,875 shares issued and 1,594,484 shares outstanding.

          Pursuant to the conversion terms of the Class B Common stock, on
          September 30, 2007, the 1,594,484 outstanding shares of Class B common
          stock are convertible into 2,899,061,675 shares of Class A common
          stock.


NOTE 9 - WARRANTS

     On May 25, 2006, the Company issued 30,000,000 freestanding warrants
     exercisable over five years as follows: 10,000,000 warrants at a fixed
     exercise price of $0.30 per share; 10,000,000 warrants at a fixed exercise
     price of $0.40 per share; and 10,000,000 warrants at a fixed exercise price
     of $0.50 per share.

     In accordance with SFAS 133 and EITF 00-19, the issuance of the warrants
     associated with the YA Global Secured Convertible Debentures represents
     free-standing warrants and is considered an equity instrument which is
     bifurcated from the debentures. As such, the Company had recognized the
     bifurcated fair value in the amount of $1,992,323 as additional paid-in
     capital in the accompanying condensed consolidated balance sheet.


                                       21
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     The estimated fair value of the warrant has been calculated based on a
     Black-Scholes pricing model using the following assumptions:

                                                At Issue
                                             --------------
             Fair market value of stock          $0.096
             Exercise price                  $0.30 - $0.50
             Dividend yield                       0.00%
             Risk free interest rate              5.47%
             Expected volatility                 195.36%
             Expected life                     5.00 years

     The contra-account of the bifurcated fair value of the warrants is recorded
     as debt discount and is being amortized over the life of the YA Global
     debentures. Amortization expenses for the warrants for the nine months
     ended September 30, 2007 was $747,121.

     The aggregate amortization expense for the convertible debentures and
     warrants for the nine months ended September 30, 2007 was $2,858,845.


NOTE 10 - INCOME TAXES

     Deferred income taxes will be determined using the liability method for the
     temporary differences between the financial reporting basis and income tax
     basis of the Company's assets and liabilities. Deferred income taxes will
     be measured based on the tax rates expected to be in effect when the
     temporary differences are included in the Company's tax return. Deferred
     tax assets and liabilities are recognized based on anticipated future tax
     consequences attributable to differences between financial statement
     carrying amounts of assets and liabilities and their respective tax bases.

     At September 30, 2007 and 2006 deferred tax assets consist of the
     following:
                                                    September 30,
                                            ----------------------------
                                                2007            2006
                                            ------------    ------------
             Deferred tax assets            $  7,550,000    $  6,550,000
             Less:  Valuation allowance       (7,550,000)     (6,550,000)
                                            ------------    ------------
             Net deferred tax assets        $         --    $         --
                                            ============    ============

     Net operating loss carry forwards expire starting in 2017 through 2026.

     At September 30, 2007 and 2006, the Company had a federal net operating
     loss carry forward in the approximate amount of $22,750,000 and
     $19,750,000, respectively, available to offset future taxable income. The
     Company established valuation allowances equal to the full amount of the
     deferred tax assets due to the uncertainty of the utilization of the
     operating losses in future periods.

                                       22
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 11 - ACQUISTIONS & MERGERS

     On January 6, 2006, the Company completed the merger with Thomas
     Pharmaceuticals Ltd ("Thomas NY"). As a result of the merger, the
     Shareholders of Thomas NY exchanged all of their common stock shares of
     Thomas NY for 500,000 Thomas Pharmaceuticals, Ltd's ("Thomas NJ") Series A
     Convertible Preferred Stock In addition, Thomas NJ assumed the assets and
     liabilities of Thomas NY with an aggregate value of $(93,533), which was
     recorded as intangible assets.

     The book value of $(93,533) of Thomas NY at the time of the merger
     consisted of:

             Cash                                           $         36
             Property and equipment                              115,175
             Other assets                                          3,778
             Accounts payable & accrued expenses                (187,522)
             Notes payable                                       (20,000)
             Minority interest in subsidiary stock                (5,000)
                                                            ------------
             Total                                          $    (93,533)
                                                            ============


NOTE 12 -  GOING CONCERN

     The Company has incurred substantial accumulated deficits, has an
     obligation to deliver an indeterminable amount of common stock due on
     derivative liabilities, has completed the process of spinning out the three
     operating subsidiaries, and is in the process of spinning out a fourth
     operating subsidiary. These issues raise substantial doubt about the
     Company's ability to continue as a going concern. Therefore, recoverability
     of a major portion of the recorded asset amounts shown in the accompanying
     balance sheet is dependent upon continued operations of the Company, which
     in turn, is dependent upon the Company's ability to raise capital and/or
     generate positive cash flow from operations.

     During the nine months ended September 30, 2007 and 2006, the Company had
     been able to meet its operating requirements from cash reserves raised
     through previous Equity Line of Credit financing agreements with YA Global.




                                       23
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     Since the spinoff of the three operating subsidiaries, the Company has
     transitioned itself in a company focused on the development and licensing
     of proprietary technologies. Following the sales of patents the Lamson
     Holdings LLC, the Company has 9 remaining patent applications, which are
     pending. These applications include various versions of the "Wirelessly
     Loaded Speaking Medicine Container", which is also filed internationally,
     the "Voice Activated Voice Operated Copier", the "Voice Activated Voice
     Operational Universal Remote Control", "Wireless Methodology for Talking
     Consumer Products" which is also filed internationally, "Product Identifier
     and Receive Spoken Instructions" and "Traffic Signal System with Countdown
     Signaling with Advertising and/or News Message".

     The Company also continues to search for potential merger candidates with
     or without compatible technology and products, which management feels may
     make financing more appealing to potential investors.

     The financial statements do not include any adjustments relating to the
     recoverability and classification of recorded assets, or the amounts and
     classification of liabilities that might be necessary in the event the
     Company cannot continue in existence.


NOTE 13 - SUBSEQUENT EVENTS

     On May 3, 2007, the Company announced that it has entered into a
     non-binding Letter of Intent to acquire Spectrum BioScience, a compound
     management services company, whose business model is to dramatically
     improve customer efficiency by automating manual processes and integrating
     sample management solutions involved in drug discovery. On September 25,
     2007, the Company terminated the non-binding Letter of Intent.

     During the month of Ocotober 2007, the Company issued an aggregate of
     62,200,000 shares of Class A common stock to YA Global as repayment of
     principal on an outstanding convertible debenture, valued at $62,200.

     On October 12, 2007, the Company issued 21,000,000 shares of Class A common
     stock upon conversion of 10,500 shares of Class B common stock, pursuant to
     the provisions of Class B common stock.

     On October 25, 2007, the Company announced that is has received received
     notification of a patent allowance award for the Company's "Methodology for
     Talking Consumer Products with Voice Instructions via Wireless Technology".
     Talking products offer independence to people with limited use of their
     hands or to people whose vision is limited. The invention includes methods
     for communicating product use instructions to a consumer by wireless
     communication from a central processor to a plurality of product containers
     for subsequence audio speech playback to consumers. A method of
     communicating product use instructions to a plurality of consumers
     comprises providing a plurality of product containers with a microprocessor
     attached to each product container, and an activation button for initiating
     the talking instructions.

                                       24
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


     On November 8, 2007, the Company issued a press release announcing the
     Record Date of November 14, 2007 for the pending spin-off of Thomas
     Pharmaceuticals Ltd. to shareholders of iVoice, Inc. On October 26, 2007
     and November 9, 2007, the registration statements on Form SB-2 registering
     the shares to be distributed in the form of a special dividend to iVoice
     shareholders were declared effective by the SEC, respectively. The
     distribution of the shares of Thomas Pharmaceuticals is expected to occur
     in the November 2007.

     On October 31, 2007, the Company entered into an agreement with YA Global
     Investments, LP f/k/a Cornell Capital Partners LP ("YA Global"), that they
     will waive repayment of $141,523 in principal plus accrued interest on this
     principal balance from the date thereof, on the outstanding convertible
     debentures and will treat the debt as paid in full upon the Company's
     reduction of the existing principal and interest to this final balance
     amount.


NOTE 14 - RESTATEMENT

     The Company has amended its previously issued financial statements for the
     nine months ended September 30, 2006. The Company amended these statements
     to reflect the change in the characterization of the 30,000,000 warrants
     issued to YA Global from being accounted for as a warrant liability to
     being accounted for as an equity instrument. In addition, the initial
     warrants were recorded as financing costs and was charged directly to the
     statement of operations as an expenses. These changes are already
     incorporated in the financial statements issued at December 31, 2006. The
     restatement changed the accounting for the warrants and for the derivative
     value of the convertible debentures. The amended statements show a decrease
     in the write-off of financing costs of $2,736,581, a net decrease in gain
     on revaluation of derivatives of $956,029 and an increase in the
     amortization of discount on beneficial conversion in the amount of
     $640,641, resulting in an decrease of $1,139,911 in the previously reported
     loss of $3,109,574 to an amended loss of $1,969,663, or an decrease of $.02
     in the net loss per share. The changes also increased total shareholders
     equity by $1,529,822 to $4,713,033.












                                       25
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Some information included in this Quarterly Report on Form 10-QSB and other
materials filed by us with the Securities and Exchange Commission, or the SEC,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Such forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ materially from those expressed in any forward-looking
statements made by or on behalf of us. For a discussion of material risks and
uncertainties that the Company faces, see the discussion in the Form 10-KSB for
the fiscal year ended December 31, 2006 entitled "Risk Factors". This discussion
and analysis of financial condition and plan of operations should be read in
conjunction with our Condensed Consolidated Financial Statements included
herein.

Thomas Pharmaceuticals, Inc.: On March 30, 2007, the Company announced that it
intends to distribute to the Company's shareholders shares of common stock of
its subsidiary Thomas Pharmaceuticals, Ltd. The record date of November 14, 2007
has been set and on October 26, 2007 and November 9, 2007, the registration
statements on Form SB-2 registering the shares to be distributed in the form of
a special dividend to iVoice shareholders were declared effective by the SEC,
respectively. The distribution of the shares of Thomas Pharmaceuticals is
expected to occur in the November 2007. Each holder of iVoice Class A Common
Stock, except for certain affiliates, will receive one share of Thomas
Pharmaceuticals, Ltd. Class A Common Stock for each share of iVoice Class A
Common Stock held.
     .

RESULTS OF OPERATIONS
---------------------

NINE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2006

Total sales for the nine months ended September 30, 2007 and 2006 were
$1,222,809 and $279,355, respectively. Sales in 2007 include $1,120,000 of
consulting revenues earned on the Deep Field agreement. Sales in 2007 also
include revenues from the administrative services agreements of $76,102 and from
product sales of the Company's Acid-All product of $26,707, which was introduced
in March 2006. The product sales of Acid-All in 2007 were reduced by a charge of
$48,850 for a provision for product returns. The sales in 2006 represent initial
product sales of the Acid-All product of $264,040, net of a provision for
product returns and allowance of $120,684 and the sale of several of our patents
to Lamson Holdings LLC.

Cost of sales for the nine months ended September 30, 2007 and 2006 were $90,976
and $139,094, respectively. The costs in 2007 represent the costs of raw
materials, packaging and shipping for the Acid-All product shipments and a
$56,116 charge for a reserve for excess and obsolete inventory. The costs in
2006 represent the costs of raw materials, packaging and shipping for the
Acid-All product shipments.

Total operating expenses for the nine months ended September 30, 2007 and 2006,
were $1,242,595 and $1,895,886, respectively, for an overall decrease of
$653,291. The costs in 2007 include $153,991 for selling and marketing expenses
compared to $517,241 for 2006. The decrease of $363,250 is primarily attributed
to decrease in advertising expenses when compared to the expenses for new
product launches in 2006 for the Acid-All products. Additional decreases in
selling expenses represent reduction in salaries and curtailment of sampling
expenses upon the resignation of the Thomas's president in March '07. General
and administrative expenses in 2007 decreased by $363,305 when compared to 2006.
Of these decreases, printing and reproduction fees decreased by $72,873 when
compared to 2006 for costs of printing and distribution of the

                                       26
<PAGE>
2006 proxy statements and legal expenses decreased by $145,122 when compared to
2006 costs which related to the merger with Thomas Pharmaceuticals and the
preparation of the Company's failed SB2. Other decreases in General and
administrative expenses were related to the overall reduction of Thomas's
general and administrative overhead expenses as we curtail the operations to
conserve operating cash until the alternate funding can be arranged. The
operating expenses in 2007 also include a $109,137 charge for impairment of
intangible assets of Thomas Pharmaceuticals and a $33,333 reduction in the
amortization of financing costs when compared to 2006.

Total other income (expense) for the nine months ended September 30, 2007 was an
expense of $1,756,895. This total was primarily comprised of $2,858,845
amortization of the discount on debt, $398,871 of accrued interest expense on
the YA Global notes and other debt, and $225,113 loss on sales of marketable
securities which is offset by $1,293,563 gain on revaluation of the derivatives
and $426,975 of interest income. Total other income (expense) for the nine
months ended September 30, 2006 was an expense of $214,038. This total was
primarily comprised of $1,216,314 amortization of the discount on debt and
$442,303 of accrued interest expense on the YA Global notes and other debt,
offset by $382,412 of interest income on the cash accounts, $75,000 placement
fees related to the financing of Corporate Strategies in 2005 and $93,995 of
administrative service fees.

Net loss for the nine months ending September 30, 2007 and 2006, were $1,867,657
and $1,969,663, respectively. The decrease in net loss of $102,006 was the
result of the factors discussed above.

THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2006

Total sales for the three months ended September 30, 2007 and 2006 were $305,325
and $227,438, respectively. Sales in 2007 include $280,000 of consulting
revenues earned on the Deep Field agreement and revenues from the administrative
services agreements of $25,326. The sales in 2006 represent initial product
sales of the Acid-All product of $212,106, net of a provision for product
returns and allowance of $120,668 and the sale of several of our patents to
Lamson Holdings LLC.

Cost of sales for the three months ended September 30, 2007 and 2006 were $0 and
$111,763, respectively. There are no costs in 2007 as there were no new product
sales in the current period. The costs in 2006 represent the costs of raw
materials, packaging and shipping for the Acid-All product shipments.

Total operating expenses for the three months ended September 30, 2007 and 2006,
were $308,210 and $584,363, respectively, for an overall decrease of $276,153.
Of these decreases, advertising, selling and marketing expenses decreased by
$150,436 on lower programs costs for Acid-All when compared to 2006,
professional fees for legal and accounting services decreased by $57,367 when
compared to 2006 from the costs of preparing a failed SB2 registration statement
in 2006, and public relations costs decreased by $65,268 when compared to 2006.
Additional decreases in total operating expenses were the result of the
reduction in overhead and office expenses upon the resignation of Thomas's
president and closing of the field office in March 2007.

Total other income (expense) for the three months ended September 30, 2007 was
an expense of $972,697. This total was primarily comprised of $866,435
amortization of the discount on debt, $133,127 of accrued interest expense on
the YA Global notes and other debt and $139,879 loss on sales of marketable
securities which is offset by $148,152 of interest income and $18,434 gain on
revaluation of the derivatives. Total other income (expense) for the three
months ended September 30, 2006 was an expense of $213,414. This total was
primarily comprised of $912,235 amortization of the discount on debt and
$136,106 of accrued interest

                                       27
<PAGE>
expense on the YA Global notes and other debt offset by $656,341 gain on
revaluation of the derivatives, $149,099 of interest income on the cash accounts
and $29,830 of administrative service fees.

Net loss for the three months ending September 30, 2007 and 2006, were $975,582
and $682,102, respectively. The increase in net loss of $293,480 was the 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.

During the year ended December 31, 2006 we had incurred net losses from
continuing operations of $3,146,906 and had cash flow deficiencies from
continuing operations of $1,214,206. These matters raise substantial doubt about
our ability to generate cash flows internally through our current operating
activities sufficient enough that its existence can be sustained without the
need for external financing. Our primary need for cash is to fund our ongoing
operations until such time that we can identify sales opportunities for new
products or identify strategic acquisitions that generates enough revenue to
fund operations. There can be no assurance as to the receipt or timing of
revenues from operations. We anticipate that our operations will require at
least $110,000 per month. These monthly expenses are anticipated to consist of
the following: payroll and benefits of $70,000, occupancy costs of $15,000,
professional fees of $10,500, advertising $5,000, and miscellaneous
administrative expenses of $9,500. We expect to fund these monthly obligations
from cash on hand or otherwise from the sale of equity or debt securities. We
believe that we have sufficient funds on-hand to fund our operations for at
least 24 months.

During the nine months ended September 30, 2007, iVoice had a net increase in
cash of $27,156. iVoice's principal sources and uses of funds in the nine months
ended September 30, 2007 were as follows:

CASH FLOWS FROM OPERATING ACTIVITIES. The Company used $293,567 in cash for
operations in the nine months ended September 30, 2007, a decrease of $737,223
compared to $1,030,790 in cash used for operations in the nine months ending
September 30, 2006. The prior period results included the start-up costs for
Thomas Pharmaceuticals which was not repeated in the current period.

CASH FLOWS FROM INVESTING ACTIVITIES. The Company provided $166,723 cash from
investing activities for the nine months ended September 30, 2007. This was
primarily due to the net proceeds from the sales of marketable securities of
$182,378. These proceeds were offset by cash used to upgrade the home office
copiers and by the increases in patent and trademark costs. The Company used
cash of $25,015 for investing activities in the nine months ended September 30,
2007. The Company upgraded the computers and network for the Thomas operations
and increased patent and trademark costs in 2006. The Company continues to
invest money in the prosecution of the Companies patent portfolios.

CASH FLOWS FROM FINANCING ACTIVITIES. The Company provided $154,000 cash from
financing in the nine months ended September 30, 2007. This represented the
proceeds from the sale of a $160,000 Promissory note to Thomas Pharmaceuticals
Acquisition, Inc. pursuant to the terms of the Extension Agreement with Thomas
Pharmaceuticals and Thomas Pharmaceuticals Acquisition. During 2007, $6,000 was
repaid to

                                       28
<PAGE>
Thomas Pharmaceuticals Acquisition. For the nine months ended September 30,
2006, the Company provided $1,141,250 cash from financing which represented the
net proceeds from the sale of a $1,250,000 Secured Convertible Debenture to YA
Global and repaid $136,000 of principal on the Secured Convertible Debentures
from the sale of patents to Lamson Holdings LLC. .

Below is a description of iVoice's principal sources of funding:

On May 11, 2006 we issued to YA Global a $503,776 secured convertible debenture
due on May 11, 2008 with an interest of 7.5%. This debenture replaced a
promissory note with a principal balance of $333,760 and $170,016 of accrued
interest due to YA Global from May 25, 2004.

On May 11, 2006 we issued to YA Global a $5,544,110 secured convertible
debenture due on May 11, 2008 with an interest of 7.5%. This debenture replaced
a promissory note with a principal balance of $5,000,000 and $544,110 of accrued
interest due to YA Global from June 15, 2005.

On May 25, 2006, we issued to YA Global a $1,250,000 secured convertible
debenture due on May 25, 2008 with an interest of 7.5% per annum pursuant to a
Securities Purchase Agreement entered into between us and YA Global.

On May 25, 2006, we entered into a Securities Purchase Agreement with YA Global
whereby we issued to YA Global an aggregate $8,547,886 of YA Global Debentures
which are convertible into shares of our Class A Common Stock. The aggregate
principal amount of $8,547,886 of YA Global Debentures consists of the three
secured convertible debentures mentioned above and a fourth secured convertible
debenture in the principal amount of $1,250,000 that will be issued to YA Global
two (2) business days prior to the date the upcoming Registration Statement is
declared effective by the SEC.

We can redeem a portion or all amounts outstanding under the YA Global
Debentures at any time upon three business days advanced written notice. A 20%
redemption premium on the principal amount being redeemed is required. YA Global
may, at its discretion, convert the outstanding principal and accrued interest,
in whole or in part, into a number of shares of our Class A Common Stock equal
to the quotient obtained by dividing (x) the outstanding amount of the YA Global
Debentures to be converted by (y) 90% of the lowest closing bid price of our
shares of Class A Common Stock during the 30 trading days immediately preceding
the conversion date.

In addition, on any conversion date, YA Global may require us to make a cash
payment in lieu of delivering shares of our Class A Common Stock if the
conversion shares to be issued to YA Global, when aggregated with all other
shares of our Class A Common Stock beneficially owned by YA Global at such time,
would result in YA Global beneficially owning greater than 4.9% of our
outstanding shares of Class A Common Stock. For example, assuming YA Global did
not beneficially own any shares of our Class A Common Stock at the time of
conversion, if YA Global were to request a conversion of $10,000 at a conversion
price of $.0011, then we would have to issue 9,090,909 shares ($10,000 / ($.0012
multiplied by 90%) to YA Global. Since this number of shares exceeds 4.9% of our
issued and outstanding shares of Class A Common Stock (8,095,320 shares), then
YA Global could request that we make a cash payment of $1,195 (995,589
multiplied by $.0012). We believe we have sufficient cash on-hand to satisfy
such obligations if and when they shall arise.

We cannot predict the actual number of shares of Class A Common Stock that will
be issued pursuant to the YA Global Debentures, in part, because the conversion
price of the YA Global Debentures will fluctuate

                                       29
<PAGE>
based on prevailing market prices. If we are unable to issue enough shares to
meet our obligations, then YA Global could request cash payments, which could
have a material impact on our long-term growth strategy.

On May 3, 2007, the Company received notice from YA Global that YA Global would
waive certain terms of the Registration Right Agreement of May 25, 2006, related
to the effectiveness of the registration statement and event of default. In
addition, YA Global will also waive all rights to liquidated damages related to
the event of default.

On May 7, 2007, the Company filed a formal request with the Securities and
Exchange Commission for withdrawal of the Company's Registration Statement
previously filed on Form SB-2 for the registration of 1,122,178,413 shares of
common stock issuable upon the conversion Convertible Debentures previously sold
to YA Global.

Based on the withdrawal of the registration statement, the Company will not
receive the proceeds of the fourth convertible debenture mentioned above.

On January 26, 2007, we entered into an Extension Agreement (the "Extension
Agreement") with Thomas Pharmaceuticals and Thomas Acquisition. The Extension
Agreement amended the Stock Purchase Agreement whereby the expiration date
provided for in the Stock Purchase Agreement was extended to and through the
date on which the Securities and Exchange Commission declares effective a
registration statement for the distribution of Class A Common Stock of Thomas
Pharmaceuticals to the shareholders of the iVoice. It was also agreed by the
parties that Thomas Acquisition would provide $160,000 to Thomas Pharmaceuticals
as bridge financing. As of the effective date of the Registration Statement of
October 26, 2007, Thomas Acquisition had not exercised its right to purchase the
Securities and the Stock Purchase Agreement was terminated and Thomas
Acquisition no longer has the right to purchase the Securities.

There is no assurance that the future funding, if any, offered by YA Global in
the form of secured convertible debentures will enable us to raise the requisite
capital needed to implement our long-term growth strategy or that alternative
forms of financing will be available. Current economic and market conditions
have made it very difficult to raise required capital for us to implement our
business plan.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.






                                       30
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
-------------------------------------------------

The Company maintains a set of disclosure controls and procedures designed to
ensure that information required to be disclosed by us in our reports filed
under the Securities Exchange Act, is recorded, processed, summarized, and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

Our Board of Directors was advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their assessment
of our internal controls as part of their audit for the year ended December 31,
2006, they have identified a material weakness as defined in Public Accounting
Oversight Board Standard No. 2 in our internal control over financial reporting.
Our auditors have identified the following material weaknesses in our internal
controls as of December 31, 2006 and September 30, 2007:

     A material weakness in the Company's internal controls existed as of
     December 31, 2006 and September 30, 2007. The material weakness was
     identified as the Company's limited segregation of duties amongst the
     Company's employees with respect to the Company's preparation and review of
     the Company's financial statements. This material weakness is the result of
     the Company's limited number of employees. This material weakness may
     affect management's ability to effectively review and analyze elements of
     the financial statement closing process and prepare condensed consolidated
     financial statements in accordance with U.S. GAAP.

Subsequent to the notification from our independent registered public accounting
firm, our chief executive officer evaluated our internal controls and concurred
that our disclosure controls and procedures have not been effective to ensure
that information required to be included in our periodic SEC filings is
recorded, processed, summarized, and reported within the time periods specified
in the SEC rules and forms. Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible changes in our disclosure
controls and procedures.


ITEM 3A(T). CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as defined in Rules 13a-15(e) or
240.15d-15(e) of the Securities Exchange Act of 1934, as amended, as of
September 30, 2007. Based on that evaluation, management, including the Chief
Executive Officer and Chief Financial Officer, concluded that the Company's
disclosure controls and procedures are effective, except as to the material
weakness in internal controls disclosed in Item 3 above. There has been no
change in the internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of ss.240.13a-15 or ss.240.15d-15
of the Exchange Act that occurred during the Company's last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting. other than what has been
reported above.

                                       31
<PAGE>
                           PART II - OTHER INFORMATION



ITEM 6.  EXHIBITS

         31.1    Certifications of the Chief Executive Officer and Principal
                 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.

























                                       32
<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 14, 2007
    -----------------------------
    Jerome R. Mahoney, President,
    Chief Executive Officer and
    Principal Financial Officer































                                       33
<PAGE>

                                INDEX OF EXHIBITS



     31.1    Certifications of the Chief Executive Officer and Principal
             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