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


                       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 MARCH 31, 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 May 14, 2007:                                     85,550,136

================================================================================
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 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 - March 31, 2007       2

                   Condensed Consolidated Statements of Income (Loss) -
                      For the three months ended March 31, 2007 and 2006       3

                   Condensed Consolidated Statements of Accumulated Other
                      Comprehensive Loss - For the three months ended
                      March 31, 2007                                           4

                   Condensed Consolidated Statements of Cash Flows -
                      For the three months ended March 31, 2007 and 2006     5-6

                   Notes to Condensed Consolidated Financial Statements     7-24

         Item 2.   Management's Discussion and Analysis or Plan of
                      Operations                                           25-31

         Item 3.   Controls and Procedures                                    32



PART II. OTHER INFORMATION

         Item 6.   Exhibits                                                   33




                                        1
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2007

<TABLE><CAPTION>
<S>                                                                       <C>
                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                                 $ 10,952,535
Securities available for sale                                                  385,425
Accounts receivables, net of allowance for product returns and bad
  debt of $214,117                                                               5,652
Inventory, net of reserve for excess inventory of $30,000                       33,815

Prepaid expenses and other current assets                                      235,306
                                                                          ------------
        Total current assets                                                11,612,733
                                                                          ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $225,803            117,624
                                                                          ------------

OTHER ASSETS
Deferred financing costs, net of accumulated amortization of $398,542           28,958
Intangible assets, net of accumulated amortization and impairment
  of $88,701                                                                   174,948
Deposits and other assets                                                        8,641
                                                                          ------------
        Total other assets                                                     212,547
                                                                          ------------

TOTAL ASSETS                                                              $ 11,942,904
                                                                          ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                     $  1,092,810
Deferred revenues                                                              840,000
Due to related parties                                                         111,013
                                                                          ------------
        Total current liabilities                                            2,043,823
                                                                          ------------

LONG TERM DEBT
Convertible debentures payable, net of discounts of $4,257,099               2,578,901
Derivative liability on convertible debentures                               3,961,485
Notes payable                                                                  174,000
                                                                          ------------

        Total liabilities                                                    8,758,209
                                                                          ------------

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;
  76,722,303 shares issued; 76,719,303 shares outstanding                   24,926,084
Common stock, Class B - $0.01 par value; authorized 50,000,000 shares;
  2,204,875 shares issued; 1,605,347 shares outstanding                         16,053
Additional paid-in capital                                                     793,448
Accumulated other comprehensive loss                                        (1,095,163)
Accumulated deficit                                                        (21,426,927)
Treasury stock, 3,000 Class A shares, at cost                                  (28,800)
                                                                          ------------
        Total stockholders' equity                                           3,184,695
                                                                          ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 11,942,904
                                                                          ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

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

<TABLE><CAPTION>
                                                          For the three months ended
                                                                   March 31,
                                                         -----------------------------
                                                             2007             2006
                                                         ------------     ------------
<S>                                                      <C>              <C>
SALES, net                                               $    323,653     $        993

COST OF SALES                                                  55,940            1,096
                                                         ------------     ------------

GROSS PROFIT (LOSS)                                           267,713             (103)
                                                         ------------     ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
     Selling and marketing expenses                            93,315           35,861
     General and administrative expenses                      304,097          558,876
     Impairment of intangible assets                           88,533               --
     Amortization of financing costs                           43,437           63,438
     Depreciation and amortization                              6,628            6,805
                                                         ------------     ------------
Total selling, general and administrative expenses            536,010          664,980
                                                         ------------     ------------

LOSS FROM OPERATIONS                                         (268,297)        (665,083)
                                                         ------------     ------------

OTHER INCOME\(EXPENSE)
     Other income                                              42,661          143,131
     Gain on revaluation of derivatives                     1,345,187               --
     Amortization of discount on debt                        (912,236)              --
     Interest expense                                        (132,552)        (160,845)
                                                         ------------     ------------
Total other income\(expense)                                  343,060          (17,714)
                                                         ------------     ------------

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES              74,763         (682,797)

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

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES            $     74,763     $   (682,797)
                                                         ============     ============

NET INCOME (LOSS) PER COMMON SHARE
     Basic                                               $       0.00     $      (0.01)
                                                         ============     ============
     Diluted                                             $       0.00     $      (0.01)
                                                         ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                 72,196,480       49,973,994
                                                         ============     ============
     Diluted                                              399,482,961       49,973,994
                                                         ============     ============
</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 THREE MONTHS ENDED MARCH 31, 2007





<TABLE><CAPTION>
<S>                                                      <C>              <C>
Balance at January 1, 2007                                                $   (376,559)

Unrealized loss on securities available for sale:
     Unrealized losses arising during the period         $   (814,408)
     Less: reclassification adjustment for losses
           included in net loss                                95,804
                                                         ------------
     Net change for the period                                                (718,604)
                                                                          ------------
Balance at March 31, 2007                                                 $ (1,095,163)
                                                                          ============
</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 three months ended
                                                                        March 31,
                                                              ----------------------------
                                                                  2007            2006
                                                              ------------    ------------
<S>                                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss) from continuing operations               $     74,763    $   (682,797)
   Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
     Depreciation of fixed assets and amortization
       of intangibles                                                6,628           6,805
     Amortization of prepaid finance costs                          43,437          63,438
     Amortization of discount on debt conversion                   912,236              --
     Provision for product returns and reserve for
       bad debt                                                     77,259              --
     Reserve for excess inventory                                   30,000              --
     Impairment of intangible assets                                88,533              --
     Loss on sales of marketable securities                         95,803              --
     Non-cash consulting revenues earned                          (280,000)             --
     Gain on revaluation of derivatives                         (1,345,187)             --
     Changes in certain assets and liabilities:
       (Increase) in accounts receivable                           (27,236)           (993)
       (Increase) decrease in inventory                                942         (76,602)
       (Increase) in prepaid expenses and other assets             (29,728)        (43,314)
       Increase in accounts payable and accrued
         liabilities                                               157,545         177,633
       Increase in related party liabilities                        14,510           7,343
                                                              ------------    ------------
     Total cash used in operating activities                      (180,495)       (548,487)
                                                              ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                               (1,320)         (5,018)
   Net proceeds from sales of marketable securities                122,762              --
   Purchase of trademarks and other intangibles                     (7,747)         (1,000)
   Cash acquired in merger with Thomas Pharmaceuticals, Ltd             --              36
                                                              ------------    ------------
     Total cash provided by (used in) investing activities         113,695          (5,982)
                                                              ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Gross proceeds from debt financing                              160,000              --
   Repayment of debt financing                                      (6,000)             --
                                                              ------------    ------------
     Total cash provided by financing activities                   154,000              --
                                                              ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                87,200        (554,469)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                     $ 10,952,535    $ 10,447,463
                                                              ============    ============

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 three months ended March 31, 2007:
------------------------------------------

a)   The Company issued 7,648,608 shares of Class A common stock to Cornell
     Capital Partners as repayment of principal on outstanding convertible
     debentures, valued at $95,000.

b)   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 is
     being amortized over six months ending August 13, 2007.



For the three months ended March 31, 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                                               $        --
                                                         ===========









     See accompanying notes to condensed consolidated financial statements.

                                        6
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 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)
                             MARCH 31, 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 three months
     ending March 31, 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)
                             MARCH 31, 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 are recorded upon delivery
     to the outlets and the Company generally offers an open return policy for
     unsold product.

     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.

     Revenues on consulting agreements are recorded as earned per the terms of
     the individual agreements. During the three months ended March 31, 2007,
     the Company recorded $280,000 of revenue from a consulting agreement with
     Deep Field Technologies. This amount represents approximately 85% 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.

                                        9
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006


     Product Returns
     ---------------
     Because of our short operating history related to the sales of
     over-the-counter non-prescription healthcare products to wholesalers and
     distributors, the Company cannot estimate the amount for a provision for
     product returns. Therefore the provision was 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 wholesaler
     and distributor agreements. Standard terms are 2% 30 net 31 and most of the
     small customers conform to these terms. Several large customers have
     provisions in their agreements that delay payments to the Company until
     there is a steady flow of products being resold. In some cases, the Company
     also offers an unlimited return policy for slow moving products. Exposure
     to losses on receivables is expected to vary by customer due to how the
     products are being purchased by the end customers.

     Provision for Bad Debt
     ----------------------
     The Company has determined that some accounts will be uncollectible and
     will have to be written off in the future. Management has determined that a
     provision of $30,000 is sufficient at March 31, 2007.

     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 and cash equivalents at March 31, 2007 of
     $10,952,535.

     Concentration of Credit Risk
     ----------------------------
     The Company maintains cash balances at a financial institution that are
     insured by the Federal Deposit Insurance Corporation up to $100,000. The
     cash equivalents are not insured. The Company has uninsured cash balances
     at March 31, 2007 of $10,824,836.

     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).

                                       10
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006


     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 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.

     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.

     Fair Value of Financial Instruments
     -----------------------------------
     The Company estimates that the fair value of all financial instruments at
     March 31, 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. 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, if any, is based on the excess of the carrying amount over the
     fair value of those assets.

     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.

                                       11
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006


     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 three months ended March 31, 2006, does
     not assume conversion, exercise or contingent exercise of securities that
     would have an anti-dilutive effect on earnings. The shares used in the
     computations are as follows:

                                                         As of March 31,
                                                  -----------------------------
                                                      2007             2006
                                                  ------------     ------------

          Net income (loss) from operations       $     74,763     $   (682,797)
                                                  ============     ============

          Weighted average shares outstanding
                Basic                               72,196,480       49,973,994
                                                  ============     ============
                Diluted                            399,482,961       49,973,994
                                                  ============     ============

          Net income (loss) per common
            share from operations
                Basic                             $       0.00     $      (0.01)
                                                  ============     ============
                Diluted                           $       0.00     $      (0.01)
                                                  ============     ============


     The Company had common stock equivalents of 327,286,481 and 136,932,368
     (post reverse split) at March 31, 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 March 31, 2007, the
     Company has several items that represent comprehensive income, and thus,
     has included a statement of comprehensive income.



                                       12
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006


     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 June 30, 2003, except in certain
     circumstances, and for hedging relationships designated after June 30,
     2003. The financial statements for the three months ended March 31, 2007
     include the recognition of the derivative liability on the underlying
     securities issuable upon conversion of the Cornell Convertible Debentures.

     Advertising Costs
     -----------------
     Advertising costs are expensed as incurred and are included in selling
     expenses. For the three months ended March 31, 2007 and 2006, the Company
     incurred $2,575 and $0, respectively.

     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, 2006. The adoption
     of FIN 48 is not anticipated to 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.



                                       13
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006


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
     Capital Partners LP 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
     three months ended March 31, 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.

     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. At March 31, 2007,
     the book value of these securities remains at $64,891 and since the stock
     is thinly traded, an appropriate market value could not be determined. No
     impairment of the book value has been recorded in this period.

     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 it 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. At March 31, 2007, the book value of
     these securities is $295,695 and the market value is $40,532. The
     cumulative unrealized loss of $255,163 is included in the Other
     Comprehensive Income (Loss).


                                       14
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006


     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 shall provide "general corporate finance advisory and other
     similar consulting services" for a period of six (6) months from the date
     of the agreement. At March 31, 2007, the book value of these securities is
     $1,120,000 and the market value is $280,000. The cumulative unrealized loss
     of $840,000 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. As such, this transaction is a related party transaction.

     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 March 31, 2007, the unremitted balance in
     the money market fund at our broker was $2.

     As of March 31, 2007, the aggregate book value of these securities was
     $1,104,029, the market value was $385,425 and the cumulative unrealized
     loss was $1,095,163.


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.

     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.

     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 March 31,
     2007. In doing so, management has determined that no write-down for
     impairment is required.

     At March 31, 2007, intangible assets totaled $174,948 net of impairment and
     accumulated amortization of $88,701.


                                       15
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

NOTE 4 - NOTES PAYABLE/CONVERTIBLE DEBENTURES

           On May 11, 2006 the Company issued to Cornell 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 Cornell 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 three
           months ended March 31, 2007, we issued 7,648,608 shares of Class A
           common stock as repayment of principal of $95,000. As of March 31,
           2007 the remaining principal balance of the convertible debenture was
           $41,890 plus $15,324 of accrued interest.

           On May 11, 2006 the Company issued to Cornell 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 Cornell from June
           15, 2005. As of March 31, 2007, the unpaid principal balance on the
           secured convertible debenture is $5,544,110 plus accrued interest of
           $374,227.

           On May 25, 2006, the Company issued to Cornell 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 Cornell. As of March 31, 2007, the unpaid principal
           balance on the secured convertible debenture is $1,250,000 plus
           accrued interest of $80,729.

           The aggregate principal value of these three debentures at March 31,
           2007 is $6,836,000. This amount is shown net of the unamortized
           portion of the discount on conversion of $4,257,099. 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 Cornell 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
           Cornell Capital Partners, 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
           Cornell Debentures at any time upon three business days advanced
           written notice. A 20% redemption premium on the principal amount
           being redeemed is required. Cornell 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
           Cornell 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.

                                       16
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

           In addition, on any conversion date, Cornell 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 Cornell, when aggregated
           with all other shares of our Class A Common Stock beneficially owned
           by Cornell at such time, would result in Cornell 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 March 31, 2007,
           the unpaid balance on the promissory note is $20,000 plus accrued
           interest of $2,264.

           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 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 March 31, 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 and has a term of
           seven years. On February 12, 2007, the Company repaid $6,000 that was
           applied to the principal balance of the promissory note. As of March
           31, 2007, the unpaid balance on the promissory note is $154,000 plus
           accrued interest of $2,766.

                                       17
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

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
           Cornell 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 $3,961,485.

           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 3/31/07
                                                    --------          ----------
                 Fair market value of stock      $0.096 - $0.125       $ 0.0160
                 Exercise price                  $0.086 - $0.113       $ 0.0144
                 Dividend yield                       0.00%              0.00%
                 Risk free interest rate              5.47%              5.47%
                 Expected volatility            195.36% - 196.54%       118.50%
                 Expected life                     2.00 years         1.17 Years

           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 three months ended March 31, 2007, there was a
           change in the fair value of the embedded derivatives, which resulted
           in a gain of $1,345,187.

           During the three months ended March 31, 2007, the Company paid down a
           portion of one of the Cornell Debentures by the issuance of common
           stock for an aggregate of $95,000. The effect on the reduction in the
           fair value of the embedded derivatives of $73,746 was recorded as
           Additional paid-in capital on the condensed consolidated balance
           sheet.

           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
           derivative for the three months ended March 31, 2007 was $912,236.

                                       18
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 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 March 31, 2007, the remaining outstanding balance owed to Mr.
           Mahoney amounted to $111,013.

                                       19
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

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.

     >>    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 March 31, 2007, no
                shares were issued or outstanding.

                                       20
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

           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.

                As of March 31, 2007, there are 76,722,303 shares issued and
                76,719,303 shares outstanding.

                For the three months ended March 31, 2007, the Company had the
                following transactions in its Class A Common Stock:

                1)   The Company issued 7,648,608 shares of Class A common
                     stock to Cornell Capital Partners as repayment of principal
                     on an outstanding convertible debenture, valued at $95,000.

           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 March 31, 2007, there are 2,204,875 shares issued and
                1,605,347 shares outstanding.

                Pursuant to the conversion terms of the Class B Common stock, on
                March 31, 2007, the 1,605,347 outstanding shares of Class B
                common stock are convertible into 297,286,481 shares of Class A
                common stock.

                                       21
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

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 Cornell 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. 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 Cornell debentures. Amortization expenses for the three
               months ended March 31, 2007 was $249,040.


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 March 31, 2007 and 2006 deferred tax assets consist of the
           following:

                                                           March 31,
                                                      2007           2006
                                                  -----------    -----------
               Deferred tax assets                $ 7,125,000    $ 6,352,000
               Less:  Valuation allowance          (7,125,000)    (6,352,000)
                                                  -----------    -----------
               Net deferred tax assets            $       --     $       --
                                                  ===========    ===========

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

                                       22
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

           At March 31, 2007 and 2006, the Company had a federal net operating
           loss carry forward in the approximate amount of $21,450,000 and
           $19,150,000, 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.

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 and has completed the process of spinning out
           the three operating subsidiaries. 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 three months ended March 31, 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 Cornell Capital Partners, LP

                                       23
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2007 AND 2006

           Since the spin off 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 April 2, 2007, the Company issued 2,012,651 shares of Class A
           common stock to Jerome Mahoney upon conversion of 10,863 shares of
           Class B common stock.

           On April 10, 2007, the Company issued 3,571,429 shares of Class A
           common stock to Cornell Capital Partners as repayment of principal on
           an outstanding convertible debenture, valued at $27,500.

           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. The transaction, which is subject to due diligence
           and the usual and customary conditions, is expected to close in July
           2007.

           On May 3, 2007, the Company received notice from Cornell Capital
           Partners that Cornell 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, Cornell
           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 Cornell
           Capital Partners, LP.

                                       24
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This discussion and analysis of financial condition and plan of operations
should be read in conjunction with our Condensed Consolidated Financial
Statements included herein.

A number of the statements made by the Company in this report may be regarded as
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995.

Forward-looking statements include, among others, statements concerning the
Company's outlook, pricing trends and forces within the industry, the completion
dates of capital projects, expected sales growth, cost reduction strategies and
their results, long-term goals of the Company and other statements of
expectations, beliefs, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts.

All predictions as to future results contain a measure of uncertainty and
accordingly, actual results could differ materially. Among the factors that
could cause a difference are: changes in the general economy; changes in demand
for the Company's products or in the cost and availability of its raw materials;
the actions of its competitors; the success of our customers; technological
change; changes in employee relations; government regulations; litigation,
including its inherent uncertainty; difficulties in plant operations and
materials; transportation, environmental matters; and other unforeseen
circumstances. 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".


PLAN OF OPERATION.

To date, we have incurred substantial losses and do not produce enough cash from
operations to cover our operating cash requirements. We raise our necessary
working capital from financing transactions that include the issuance of common
stock or instruments that are convertible into common stock, which have a
dilutive effect on current shareholders.

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 common stock distributions are part of a broader strategy
relating to our transition into a company focused on the development and
licensing of proprietary technologies. 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. See the discussions below
regarding our ongoing activities.


     DIVIDENDS / SPIN-OFFS:

     IN THE LAST 36 MONTHS, WE HAVE SUCCESSFULLY SPUN-OFF FOUR SUBSIDIARIES
     THROUGH SPECIAL DIVIDENDS TO OUR SHAREHOLDERS. ALSO, DURING THE THREE
     MONTHS ENDED MARCH 31, 2007, WE HAVE STARTED THE PROCESS TO SPIN-OFF
     THOMAS PHARMACEUTICALS.

     Trey Resources, Inc.: In February 2004, iVoice shareholders received one
     share of Trey Resources for every 1,793 shares held by iVoice. Trey
     Resources closed on its first acquisition in June 2004 by acquiring an
     operating company with sales of over $2 million. Since that time, Trey has
     acquired three companies, hired the management of a fourth company, and
     grown from zero sales to revenues at a current operating rate of nearly $4
     million per annum.

     iVoice Technology, Inc.: On August 5, 2005, iVoice shareholders received
     one share of iVoice Technology for every 988 shares held by iVoice. iVoice
     Technology will initially focus on building a business around the IVR
     technology.

     Deep Field Technologies, Inc.: On August 5, 2005, iVoice shareholders
     received one share of Deep Field Technologies for every 988 shares held by
     iVoice. On February 13, 2007, Deep Field completed its acquisition of
     Beijing Sino-US Beijing Jinche Yingang Auto Technological Services, Ltd.
     ("AutoMart"), a cooperative joint venture organized under the laws of The
     People's Republic of China. As part of the

                                       25
<PAGE>
     transaction, the Company received 4,000,000 shares of Class A common stock
     of Deep Field for consulting services to be provided over 6 months
     following the closing.

     SpeechSwitch, Inc.: On August 5, 2005, iVoice shareholders received one
     share of SpeechSwitch for every 988 shares held by iVoice. SpeechSwitch
     continues to sell the speech recognition software and manage the business
     The assets that were transferred to SpeechSwitch include the Speech SDK,
     Speech Enabled Auto Attendant, Name Dialer, plus two issued patents and
     two patents pending.

     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 proposed
     distribution is subject to final review by the U.S. Securities and
     Exchange Commission. The holders of iVoice common stock will receive
     shares of Thomas Pharmaceuticals, Ltd. common stock. The record date and
     distribution date will be as soon as practicable after the U.S. Securities
     and Exchange Commission declares the Thomas Pharmaceuticals Ltd. Form SB-2
     registration statement effective. The initial Form SB-2 registration
     statement was filed with the SEC on April 13, 2007.

     PATENTS AND TRADEMARKS:

     TO DATE WE HAVE FILED TWELVE PATENT APPLICATIONS WITH THE UNITED STATES
     PATENT AND TRADEMARK OFFICE FOR SPEECH ENABLED APPLICATIONS THAT WE HAVE
     DEVELOPED INTERNALLY.

     Of these applications, three (3) patents have been awarded. Our first
     patent, for our Speech-Enabled Automatic Telephone Dialer, was issued in
     May 2003. Our second patent for our Speech-Enabled Automatic Telephone
     Dialer without the need for a Private Branch Exchange (PBX) was issued in
     December 2003. This patent is similar to our first patent however; the PBX
     requirement is circumvented through the use of software. Our third patent
     for Speech Enabled Voice Activated/Voice Responsive Item Locator was
     issued in October 2004.

     The remaining patent applications are pending. These applications include
     various versions of the "Wirelessly Loaded Speaking Medicine Container",
     "iVoice Speech Enabled Name Dialer", the "Voice Activated Voice Operated
     Copier", the "Voice Activated Voice Operational Universal Remote Control",
     the "Product Location Method Utilizing Product Bar and Product-Situated,
     Aisle-Identifying Bar Code", "Product Location Method Utilizing Bar Code
     and Aisle-Situated, Aisle-Identifying Bar Code", "Product Location Method
     Utilizing Bar Code and Product-Situated, Aisle-Identifying Bar Code",
     "Wireless Methodology for Talking Consumer Products", "Product Identifier
     and Receive Spoken Instructions" and "Traffic Signal System with Countdown
     Signaling and with Advertising and/or News Message."

     Following the formation of SpeechSwitch, Inc. in November 2004, we
     transferred our legal rights to four of the Speech-Enabled Automatic
     Telephone Dialer patents to SpeechSwitch, Inc. Upon the conclusion of the
     spin-off of SpeechSwitch, Inc on August 5, 2005, we no longer maintained
     any rights to or control over these four patents.

     Licensing of Patents:
     In March 2004 the Company announced that it has entered into a technology
     licensing agreement with GlynnTech Inc., to serve as its licensing agent
     for speaking product packaging technology.

     GlynnTech Inc. has been involved in the licensing of a variety of
     technologies for more than thirty years. Besides representing such diverse
     successful products as the SuperSoaker(R) water gun and the

                                       26
<PAGE>
     RotoWrench(R), Glynn has successfully licensed or sold more than thirty
     four patents in the field of containers and packaging. Glynn stated that
     the speaking product packaging technology could eventually become a
     widespread method of using many consumer products.

     iVoice's commitment to innovative technology continues to help customers
     meet their client requirements. We believe GlynnTech can help us unlock
     the potential of the pending applications.

     iVoice has filed a number of patent applications that relate to wirelessly
     loaded product containers, including prescription medicine containers and
     OTC medicine containers. This product packaging contains wirelessly
     downloaded instructions and warnings for subsequent audio playback by
     users. It is anticipated that these inventions would enable sight-impaired
     users to avoid the need to read instructions and product warnings. In the
     long term, it is believed that broad acceptance of this technology would
     enable anyone to simply press a button on a package and hear instructions.

     Sales & Licensing of Patents:

     On March 21, 2006, we entered into a Patent Purchase Agreement with Lamson
     Holdings LLC, a Nevada limited liability company, for the sale of certain
     United States Letters Patents and/or applications for United States
     Letters Patents and/or foreign patents and applications. The patents or
     patent applications being transferred in this purchase agreement are
     related to: a) patent 6813341, Voice Activated/Voice Responsive item
     locator; b) patent 10/696,660, Voice activated, voice responsive product
     locator system, including product location method utilizing product bar
     code and aisle-situated, aisle-identifying bar code; c) patent 10/696,090,
     Voice activated, voice responsive product locator system, including
     product location method utilizing product bar code and product-situated,
     location-identifying bar code; and d) patent 10/696,701, Product location
     method utilizing product bar code and aisle-situated, aisle-identifying
     bar code. A portion of the proceeds were disbursed to GlynnTech, Inc. for
     patents that are co-owned by the President of GlynnTech, Inc., Kenneth
     Glynn. On July 28, 2006, we concluded the sale of the patents to Lamson
     Holdings LLC for the net proceeds of $136,000. The net proceeds were used
     to pay down a portion of the Cornell Debentures.

     ACQUISITIONS & MERGERS:

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

     Merger with Thomas Pharmaceuticals Ltd.:
     ----------------------------------------

     On January 6, 2006, we entered into an Agreement and Plan of Merger (the
     "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition
     Corp.), a New Jersey corporation ("Thomas NJ"), our wholly owned
     subsidiary, 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 "Thomas
     Shareholders"). Under the terms of the Agreement, Thomas NY merged into
     our wholly owned subsidiary, Thomas NJ. The Thomas 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 us spin-off Thomas NJ.

                                       27
<PAGE>
     On August 9, 2006, we entered into a Stock Purchase Agreement with Thomas
     Pharmaceutical Acquisition Corp ("TPA"), a Delaware corporation and Thomas
     Pharmaceuticals, Ltd ("TPL"), a New Jersey corporation, our wholly owned
     subsidiary, whereby TPA agreed to purchase all the TPL securities held by
     us. These securities include the Class A common stock, Series B
     Convertible Preferred Stock, Secured Convertible Debentures and
     Administrative Service Convertible Debenture for $1,235,100, plus a 25%
     premium ($308,775) on the initial value of the TPL securities, plus
     interest and dividends accrued under the terms of such securities through
     the closing date. The closing will occur when TPA secures financing to
     consummate the transaction. However, we may terminate this Stock Purchase
     Agreement should this transaction not be completed by October 31, 2006.

     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.

     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 holders of iVoice
     common stock will receive shares of Thomas Pharmaceuticals, Ltd. common
     stock. The record date and distribution date will be as soon as
     practicable after the U.S. Securities and Exchange Commission declares the
     Thomas Pharmaceuticals Ltd. Form SB-2 registration statement effective.
     The Form SB-2 registration statement was filed with the SEC on April 13,
     2007.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2007 COMPARED TO THREE MONTHS ENDED MARCH 31, 2006

In January 2006, the Company acquired Thomas Pharmaceuticals, which is a
start-up company with limited operations prior to the merger.

Total sales for the three months ended March 31, 2007 and 2006 were $323,653 and
$993, respectively. Sales in 2007 include $280,000 of consulting revenues earned
on the Deep Field agreement. Sales in 2007 also include revenues from the
administrative services agreements and from product sales of the Company's
Acid-All product that was introduced in March 2006. Sales in 2007 were reduced
by a charge of approximately $34,000 for a reserve for product returns. The
sales in 2006 represent initial product sales of the Acid-All product.

Cost of sales for the three months ended March 31, 2007 and 2006 were $55,940
and $1,096, respectively. The costs in 2007 represent the costs of raw
materials, packaging and shipping for the Acid-All product shipments and a
$30,000 charge for a reserve for excess 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 three months ended March 31, 2007 and 2006,
were $536,010 and $664,980, respectively, for an overall decrease of $128,970.
The costs in 2007 include $93,315 for selling and marketing expenses compared to
$35,861 for 2006. The increase of $57,454 over 2006 represents

                                       28
<PAGE>
expenses incurred on a sampling event in San Francisco on valentine's day.
General and administrative expenses in 2007 decreased by $254,779 when compared
to 2006. Of these decreases, advertising expenses decreased by approximately
$133,000 when compared to 2006 when Thomas paid $135,692 for advertising
campaigns initiated to introduce the Acid-All products. Other decreases include
reductions in printing and reproduction fees when compared to 2006 costs for
printing and distribution of the 2006 proxy statements and reductions in legal
expenses when compared to 2006 costs related to the merger with Thomas
Pharmaceuticals. The operating expenses in 2007 also include a $30,000 charge
for impairment of intangible assets and a $20,001 reduction in the amortization
of financing costs when compared to 2006.

Total other income (expense) for the three months ended March 31, 2007 was an
income of $343,060. This total was primarily comprised of $1,345,187 gain on
revaluation of the derivatives and $138,317 of interest income which is offset
by $912,236 amortization of the discount on debt, $132,552 of accrued interest
expense on the Cornell notes and other debt, and $95,804 loss on sales of
marketable securities. Total other income (expense) for the three months ended
March 31, 2006 was an expense of $17,714. This total was primarily comprised of
$160,845 of accrued interest expense on the Cornell notes and other debt, offset
by $110,890 of interest income on the cash accounts and $32,083 of
administrative service fees.

Income (loss) from operations before provision for income taxes for the three
months ending March 31, 2007 and 2006, were $74,763 and $(682,797),
respectively. The increase in net income of $757,560 was the result of the
factors discussed above.

Provision for income taxes for the three months ending March 31, 2007 of
approximately $53,000 is offset by $53,000 of credits for net operating loss
carry forwards available to the Company from prior periods.

Net income (loss) for the three months ending March 31, 2007 and 2006, were
$74,763 and $(682,797), respectively. The increase in net income of $757,560 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 $200,000 per month. These monthly expenses are anticipated to consist of
the following: payroll and benefits of $90,000, occupancy costs of $15,000,
professional fees of $40,000, advertising $30,000, net interest expenses of
$16,500, 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.

                                       29
<PAGE>
During the three months ended March 31, 2007, iVoice had a net increase in cash
of $87,200. iVoice's principal sources and uses of funds in the three months
ended March 31, 2007 were as follows:

CASH FLOWS FROM OPERATING ACTIVITIES. The Company used $180,495 in cash for
operations in the three months ended March 31, 2007, an decrease of $367,992
compared to $548,487 in cash used for operations in the three months ending
March 31, 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 $113,695 cash from
investing activities for the three months ended March 31, 2007. This was
primarily due to the net proceeds from the sales of marketable securities of
$122,762. 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 $5,982 for investing activities in the three months ended March 31,
2007. The Company upgraded the computers and network for the Thomas operations
in 2006. The Company also 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 three months ended March 31, 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 Thomas Pharmaceuticals Acquisition.

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

On May 11, 2006 we issued to Cornell 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 Cornell from May 25, 2004.

On May 11, 2006 we issued to Cornell 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 Cornell from June 15, 2005.

On May 25, 2006, we issued to Cornell 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 Cornell.

On May 25, 2006, we entered into a Securities Purchase Agreement with Cornell
whereby we issued to Cornell an aggregate $8,547,886 of Cornell Debentures which
are convertible into shares of our Class A Common Stock. The aggregate principal
amount of $8,547,886 of Cornell 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 Cornell
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 Cornell Debentures
at any time upon three business days advanced written notice. A 20% redemption
premium on the principal amount being redeemed is required. Cornell 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)

                                       30
<PAGE>
the outstanding amount of the Cornell 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, Cornell 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 Cornell, when aggregated with all other shares
of our Class A Common Stock beneficially owned by Cornell at such time, would
result in Cornell beneficially owning greater than 4.9% of our outstanding
shares of Class A Common Stock. For example, assuming Cornell did not
beneficially own any shares of our Class A Common Stock at the time of
conversion, if Cornell were to request a conversion of $100,000 at a conversion
price of $.02, then we would have to issue 5,555,555 shares ($100,000 / ($.02
multiplied by 90%) to Cornell. Since this number of shares exceeds 4.9% of our
issued and outstanding shares of Class A Common Stock (3,384,464 shares), then
Cornell could request that we make a cash payment of $43,422 (2,171,091
multiplied by $.02). 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 Cornell Debentures, in part, because the conversion
price of the Cornell Debentures will fluctuate based on prevailing market
prices. If we are unable to issue enough shares to meet our obligations, then
Cornell 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 Cornell Capital Partners that
Cornell 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, Cornell 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 Cornell Capital Partners, LP.

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. If as of the effective date of the Registration Statement
of which this prospectus is a part, Thomas Acquisition did not exercise its
right to purchase the Securities and the Stock Purchase Agreement will be
terminated and Thomas Acquisition will no longer have the right to purchase the
Securities.

There is no assurance that the future funding, if any, offered by Cornell
Capital Partners, LP. 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.

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<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 March 31, 2007:

     A material weakness in the Company's internal controls existed as of
     December 31, 2006 and March 31, 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.

CHANGES IN INTERNAL CONTROLS.

Management of the Company has also evaluated, with the participation of the
Chief Executive Officer of the Company, any change in the Company's internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that occurred during the fiscal quarter covered by this
Quarterly Report on Form 10-QSB. There was no change in the Company's internal
control over financial reporting identified in that evaluation that occurred
during the fiscal quarter covered by this Quarterly Report on Form 10-QSB that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

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<PAGE>
                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS

   10.1     Extension Agreement dated January 26, 2007 by and among Thomas
            Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
            iVoice, Inc. (incorporated herein by reference to Exhibit 10.1 of
            Form 8-K filed on January 26, 2007).

   10.2     Secured Convertible Debenture dated January 26, 2007 by and among
            Thomas Pharmaceutical Acquisition Corp. and Biobridge LLC
            (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed
            on January 26, 2007).

   10.3     Convertible Debenture dated January 26, 2007 by and among Thomas
            Pharmaceutical Acquisition Corp. and Biobridge LLC (incorporated
            herein by reference to Exhibit 10.3 of Form 8-K filed on January 26,
            2007).

   10.4     Promissory Note dated January 26, 2007 by and among Thomas
            Pharmaceuticals Ltd., and Thomas Pharmaceutical Acquisition Corp.
            (incorporated herein by reference to Exhibit 10.4 of Form 8-K filed
            on January 26, 2007).

   10.5     Security Agreement dated January 26, 2007 by and among Thomas
            Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
            Biobridge LLC (incorporated herein by reference to Exhibit 10.5 of
            Form 8-K filed on January 26, 2007).

   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.


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<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: May 15, 2007
    ---------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer
























                                       34
<PAGE>
                                INDEX OF EXHIBITS

   10.1     Extension Agreement dated January 26, 2007 by and among Thomas
            Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
            iVoice, Inc. (incorporated herein by reference to Exhibit 10.1 of
            Form 8-K filed on January 26, 2007).

   10.2     Secured Convertible Debenture dated January 26, 2007 by and among
            Thomas Pharmaceutical Acquisition Corp. and Biobridge LLC
            (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed
            on January 26, 2007).

   10.3     Convertible Debenture dated January 26, 2007 by and among Thomas
            Pharmaceutical Acquisition Corp. and Biobridge LLC (incorporated
            herein by reference to Exhibit 10.3 of Form 8-K filed on January 26,
            2007).

   10.4     Promissory Note dated January 26, 2007 by and among Thomas
            Pharmaceuticals Ltd., and Thomas Pharmaceutical Acquisition Corp.
            (incorporated herein by reference to Exhibit 10.4 of Form 8-K filed
            on January 26, 2007).

   10.5     Security Agreement dated January 26, 2007 by and among Thomas
            Pharmaceuticals Ltd., Thomas Pharmaceutical Acquisition Corp. and
            Biobridge LLC (incorporated herein by reference to Exhibit 10.5 of
            Form 8-K filed on January 26, 2007).

   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




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