SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2003

                                       OR

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

For the transition period from ____________________ to ___________________

Commission file number     000-229341


                                  iVoice, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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


750 Highway 34
Matawan, NJ                                                     07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)


Registrant's Telephone Number, Including Area Code              (732) 441-7700

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

Securities registered under Section 12(g) of the Exchange Act: Class A common,
                                                               no par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.      YES __X__     NO ____

Number of shares of Class A, common stock, no par value, outstanding as of:
June 30, 2003:    2,352,625,327


<PAGE>

                                  iVOICE, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003



                                TABLE OF CONTENTS


  Page No.

PART I.   FINANCIAL INFORMATION

          Item 1. Financial Statements

             Consolidated Balance Sheet - June 30, 2003                 2

             Consolidated Statements of Operation -
              For the three months ended June 30, 2003 and 2002
               and six months ended June 30, 2003 and 2002              3

             Consolidated Statements of Cash Flows -
              For the six months ended June 30, 2003 and 2002         4 - 5

          Notes to the consolidated financial statements              6 - 14

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

          Item 3. Controls and Procedures                              18


PART II. OTHER INFORMATION

          Item 2. Changes in Securities                                19

          Item 3. Defaults upon Senior Securities                      19

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







<PAGE>



                                  iVOICE, INC.
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                                                June 30,
                                                                                                  2003
                                                                                           ---------------
                                                                                               (Unaudited)
      ASSETS
CURRENT ASSETS
<S>                                                                                           <C>
   Cash and cash equivalents                                                                  $    603,151
   Accounts receivable, net of allowance for doubtful accounts of $2,700                            10,051
   Inventory                                                                                        18,641
   Costs in excess of billings                                                                       5,468
   Net current assets of discontinued operations                                                    32,464
   Prepaid expenses and other current assets                                                         1,250
                                                                                           ---------------
    Total current assets                                                                           671,025
                                                                                           ---------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of  $146,045                                54,746
                                                                                           ---------------

OTHER ASSETS
   Software license costs, net of accumulated amortization of $363,200                              90,800
   Intangible assets                                                                               102,306
   Net long-term assets of discontinued operations                                                  18,000
   Deposits and other assets                                                                         7,000
                                                                                           ---------------
      Total other assets                                                                           218,106
                                                                                           ---------------

      TOTAL ASSETS                                                                             $   943,877
                                                                                           ===============

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
    Accounts payable and accrued expenses                                                        $ 235,903
    Notes Payable                                                                                  343,347
    Due to related parties                                                                         385,164
    Convertible debentures                                                                          91,050
    Net current liabilities of discontinued operations                                             399,000
    Deferred revenues                                                                               34,872
                                                                                           ---------------
       Total current liabilities                                                                 1,489,336
                                                                                           ---------------

       Total liabilities                                                                         1,489,336
                                                                                           ---------------

COMMITMENTS AND CONTINGENCIES                                                                            -

STOCKHOLDERS' DEFICIENCY
    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, 2,353,225,327 issued; 2,352,625,327 outstanding                        751,494
    Common stock, Class B - $.01 par value; authorized 50,000,000
     shares;  2,204,875 shares issued; 1,817,875 shares outstanding                                    145
    Treasury stock, 600,000 Class A shares, at cost                                                (28,800)
    Additional paid in capital                                                                  13,891,026
    Accumulated deficit                                                                        (15,159,324)
       Total stockholders' deficiency                                                             (545,459)
                                                                                           ---------------

       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                        $     943,877
                                                                                           ===============
</TABLE>

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



<PAGE>



                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                                          For the Three Months Ended          For the Six Months Ended
                                                                   June 30,                             June 30,
                                                         ------------------------------    --------------------------------
                                                              2003              2002               2003             2002
                                                         -------------  ---------------    ---------------  ---------------

<S>                                                       <C>             <C>               <C>                <C>
SALES, net                                                $     74,645    $     181,526     $      222,720     $    316,689

COST OF SALES                                                   21,771           63,289             82,672          101,437
                                                         -------------  ---------------    ---------------    -------------

GROSS PROFIT                                                    52,874          118,237            140,048          215,252
                                                         -------------  ---------------    ---------------    -------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                            22,314           33,268             53,579           57,738
    General and administrative expenses                        117,086          248,628            408,427        1,014,853
    Research and development                                    63,974           56,045            125,671          112,763
    Bad debt expense                                                -                 -                  -            3,000
    Depreciation and amortization                               31,604           35,951             72,898           71,901
                                                         -------------  ---------------    ---------------    -------------
Total selling, general and administrative expenses             234,979          373,892            660,575        1,260,255
                                                         -------------  ---------------    ---------------    -------------

LOSS FROM CONTINUING OPERATIONS                               (182,105)        (255,655)          (520,527)      (1,045,003)

COSTS IN CONNECTION WITH SPIN-OFF                               18,816                 -            44,505                 -
                                                         -------------  ---------------    ---------------    -------------

LOSS FROM DISCONTINUED OPERATIONS                                7,185            5,511             16,665           12,971
                                                         -------------   --------------       ------------     ------------

OTHER INCOME\(EXPENSE)
    Non-recurring expense                                            -                -                  -                -
    Other income                                                     -                -                  -           28,800
    Interest expense                                           (47,775)        (255,760)           (86,470)        (328,924)
                                                        ---------------  ---------------    ---------------  ---------------
Total other expenses                                           (47,775)        (255,760)           (86,470)        (300,124)
                                                        ---------------   --------------    ---------------  ---------------

LOSS BEFORE INCOME TAXES                                      (255,881)        (516,926)          (668,167)      (1,358,098)

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

NET LOSS                                                    $ (255,851)      $ (516,926)       $  (668,167)     $(1,358,098)
                                                            ==========       ==========        ===========      ===========

NET LOSS PER COMMON SHARE basic and diluted
    Continuing operations                                   $ (  0.00)      $(    0.00)       $ (   0.01)      $  (  0.01)
                                                            ==========       ==========        ===========      ===========
    Discontinued operations                                 $ (  0.00)      $(    0.00)       $ (   0.00)      $  (  0.00)
                                                            ==========       ==========        ===========      ===========

</TABLE>



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

<PAGE>




                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                                For the Six Months Ended
                                                                                                         June 30,
                                                                                                         --------
                                                                                                   2003             2002
                                                                                              ------------     ------------
CASH FLOW USED IN OPERATING ACTIVITIES
<S>                                                                                             <C>            <C>
   Net loss                                                                                     $ (668,167)    $ (1,358,098)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                                                     18,940           20,238
   Amortization of prepaid expenses                                                                 35,000          299,167
   Amortization of intangibles                                                                           -            6,562
   Amortization of software license                                                                 54,400           54,400
   Bad debt expense                                                                                      -            3,000
   Forfeited employee stock compensation                                                                 -          (28,800)
   Option discounts                                                                                      -          316,750
   Debt issue costs                                                                                      -          211,977
   Common stock issued for consulting services                                                           -           45,000
   Common stock issued for interest                                                                      -           10,735
      Changes in certain assets and liabilities:
           Accounts receivable                                                                       5,136          (27,985)
           Inventory                                                                                13,237            6,373
           Accounts payable and accrued liabilities                                                104,702          126,780
           Deferred revenue                                                                         29,026            1,990
           Other assets                                                                              5,480            3,182
                                                                                              ------------     ------------
Total cash used in operating activities                                                           (402,246)        (308,729)
                                                                                              ------------     ------------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                                                               (3,500)          (2,641)
   Purchase of goodwill and other intangibles                                                       (4,820)          (1,560)
                                                                                              ------------     ------------
Total cash used in investing activities                                                             (8,320)          (4,201)
                                                                                              ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                                        375,084                -
   Collection on stock subscriptions                                                                     -          317,000
   Proceeds from related party loans                                                                     -            3,000
   Repayment of related party loans                                                                (60,000)         (60,000)
   Proceeds of notes payable                                                                       450,000                -
   Repayment of notes payable                                                                     (341,320)               -
   Repayment of capital leases payable                                                             (13,928)         (16,584)
   Sale of convertible debentures                                                                   40,000          235,000
                                                                                              ------------     ------------
Total cash provided by financing activities                                                        449,836          478,416
                                                                                              ------------     ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                           39,270          165,486

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                    566,345           85,543
                                                                                              ------------     ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                                     $    605,615   $      251,029
                                                                                              ============   ==============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                                           $        700   $        4,522
                                                                                              ============   ==============
   Income taxes                                                                               $          -   $            -
                                                                                              ============   ==============
</TABLE>

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


<PAGE>



                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2003


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

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

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

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

June 30, 2002:
--------------
a)   During the six months ended June 30, 2002, the Company issued 10,000 shares
     as partial payment for leasehold improvements valued at $540.

b)   During the six months ended June 30,  2002,  the Company  issued  2,250,000
     shares of Class A common stock for legal services valued at $45,000.

c)   During the six months ended June 30, 2002, the Company issued 6,200,000
     shares of its Class A common stock for fees and services associated with
     the financing agreement with Cornell Capital, LP, valued at $117,800.

d)   During the six months ended June 30, 2002, the Company retained 600,000
     shares previously issued to an employee as compensation. These shares were
     deemed as not having been vested with the terminated employee and were
     recorded as treasury stock at a value of $28,800.

e)   During the six months ended June 30, 2002, the Company issued 4,364,516
     shares of its Class A common stock for interest on its outstanding
     Convertible Debentures valued at $95,679. Of this amount $10,735 reflects
     interest incurred in the current period and $84,944 represents amounts
     accrued in prior periods.

f)   During the six months  ended June 30,  2002,  the  Company  issued  505,921
     shares  of its  Class A  common  stock  for the  repayment  of  $15,000  in
     principal on its 8% Convertible Debentures.

g)   During the six months ended June 30,  2002,  the Company  issued  2,741,331
     shares  of its  Class A  common  stock  for the  repayment  of  $40,000  in
     principal on its 12% Convertible Debentures.

<PAGE>


                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation
     ---------------------

     The accompanying  Unaudited  consolidated  financial statements include the
     accounts of iVoice, Inc. (the "Company" or "iVoice"),  and its wholly owned
     subsidiaries.   iVoice,   Inc.   formerly   known   as   Visual   Telephone
     International,  Inc.  ("Visual") was incorporated under the laws of Utah on
     December 2, 1995,  subsequently  changed to  Delaware.  On April 25,  2003,
     iVoice  formed a wholly owned  subsidiary in the State of New Jersey and on
     May 5, 2003, iVoice changed its state of incorporation from Delaware to New
     Jersey by  merging  into the newly  formed  New  Jersey  subsidiary.  These
     financial  statements  have been  prepared in  accordance  with  accounting
     principles  generally  accepted in the United States for interim  financial
     information  and with the  instructions  to Form 10-QSB and Regulation S-B.
     Accordingly,  they do not  include  all of the  information  and  footnotes
     required by generally accepted accounting principles for complete financial
     statements. In the opinion of management,  all adjustments (consisting only
     of  normal  recurring   adjustments)   considered   necessary  for  a  fair
     presentation have been included.

     The result of operations for the three and six-month periods ended June 30,
     2003 and 2002 are not necessarily  indicative of the results to be expected
     for the full year.

     For further  information,  refer to the financial  statements and footnotes
     included in Form 10-KSB for the year ended December 31, 2002

     Principles of Consolidation
     ---------------------------

     The accompanying  consolidated financial statements include the accounts of
     the  Company  and  its  subsidiaries  Trey  Industries,   Inc.  and  iVoice
     Acquisition 2, Inc. All significant intercompany  transactions and balances
     have been  eliminated in  consolidation.  The balance sheet,  statements of
     operations  and the cash flows of the  Company's  wholly owned  subsidiary,
     Trey Industries  Inc. are presented as  discontinued  operations due to the
     planned Distribution  discussed under Trey Industries  Distribution.  Where
     appropriate,  prior year amounts have been  reclassified  to conform to the
     current period presentation


<PAGE>


                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

     NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

     Earnings Per Share
     ------------------

     SFAS No. 128, "Earnings Per Share" requires  presentation of basic earnings
     per share ("Basic EPS") and diluted earnings per share ("Diluted EPS").

     The  computation of basic earnings per share is computed by dividing income
     available  to  common  stockholders  by  the  weighted  average  number  of
     outstanding  common  shares during the period.  Diluted  earnings per share
     gives effect to all dilutive potential common shares outstanding during the
     period. The computation of diluted EPS does not assume conversion, exercise
     or  contingent  exercise  of  securities  that would have an  anti-dilutive
     effect on earnings.

     The shares used in the computations are as follows:
<TABLE>
<CAPTION>

                                                           Three Months Ended            Six Months Ended
                                                                June 30,                     June 30,
                                                     ----------------------------    -------------------------
                                                         2003             2002          2003           2002
                                                     -------------    -----------    ------------   ----------

<S>                                                  <C>               <C>          <C>            <C>
                  Basic and Diluted                  1,808,287,092     164,406,911  1,291,351,758  160,665,833
</TABLE>


     Company Background
     ------------------

     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," as 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 to iVoice, Inc. from iVoice.com, Inc.

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


                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

     At June 30, 2003 the Company  held a 100%  investment  in Trey  Industries,
     Inc. and in June 2003 filed a  registration  statement with the SEC to spin
     off Trey as a separate  public company in a pro rata dividend  distribution
     of the common stock of Trey  Industries  to iVoice  shareholders.  (See the
     Trey Industries Distribution below.) Upon determination of effectiveness of
     the registration  statement,  the distribution of shares in Trey Industries
     will occur.  While Trey has not operated its  Automatic  Reminder  software
     business as a stand-alone  company,  the assets,  liabilities,  revenue and
     expense,  previously  consolidated  with the  financial  statements  of the
     Company  are  presented  in  these  financial  statements  as  discontinued
     operations at June 30, 2003 and for the three and six months ended June 30,
     2003 and 2002.

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

NOTE 2 - GOING CONCERN

     The accompanying  consolidated  financial  statements have been prepared in
     conformity  with  accounting  principles  generally  accepted in the United
     States of  America,  which  contemplates  continuation  of the Company as a
     going concern.  As of June 30, 2003, the Company had a net loss, a negative
     cash  flow from  operations  as well as  negative  working  capital.  These
     matters 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  consolidated  balance
     sheets is dependent  upon  continued  operations  of the Company,  which in
     turn, is dependent upon the Company's  ability to continue to raise capital
     and/or generate positive cash flows from operations.

     To date,  the Company  has funded its  operations  through the  issuance of
     convertible  debt,  sales of its Class A Common  Stock  and loans  from its
     principal stockholder, the proceeds of which are derived from sales of this
     principal  stockholder's  personal holdings of the Company's Class A Common
     Stock.  Through June 30, 2003,  the Company has  incurred  accumulated  net
     losses  totaling  $15,159,324 and had a cash balance of $603,151 as of that
     date.  Considering expected cash requirements for the up coming year, there
     is substantial doubt as to the Company's ability to continue operations.

     The Company will require additional working capital in the next six months.
     In order to raise the necessary working capital, the Company may enter into
     financing  agreements that will require the issuance of additional  equity.
     Management believes that appropriate funding will be generated enabling the
     Company to continue operations through the current fiscal year.  Management
     is also confident  that future  product sales will generate  necessary cash
     flow,  reducing the Company's need for additional  financing.  It should be
     noted however,  that no assurance can be given that these future sales will
     materialize or that additional necessary funding can be raised.
<PAGE>


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

NOTE 2 - GOING CONCERN - Continued

     The Company  believes that its condition  resulted from the inherent  risks
     associated with small technology companies. Such risks include, but are not
     limited  to, the  ability  to: a)  generate  sales of its product at levels
     sufficient  to cover its  costs and  provide  a return  for  investors,  b)
     attract  additional  capital in order to finance growth, c) further develop
     and successfully  market  commercial  products and d) successfully  compete
     with other technology companies having financial,  production and marketing
     resources significantly greater than those of the Company.

     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.

     The Company operates in an industry segment having inherent risks generally
     associated with small technology companies. Such risks include, but are not
     limited  to, the  ability  to: a)  generate  sales of its product at levels
     sufficient  to cover its  costs and  provide  a return  for  investors,  b)
     attract  additional  capital in order to finance growth, c) further develop
     and  successfully   market  and  distribute   commercial  products  and  d)
     successfully  compete with other  technology  companies  having  financial,
     production and marketing resources  significantly greater than those of the
     Company.

NOTE 3  - DISCONTINUED OPERATIONS

     In June 2003, the Company announced its intention to spin-off its Automatic
     Reminder software business in the form of a pro-rata distribution to iVoice
     stockholders  of  approximately  65% of the  outstanding  shares of Class A
     Common Stock of Trey  Industries,  Inc.,  which is currently a wholly owned
     subsidiary  of iVoice.  Trey will own and  operate the  Automatic  Reminder
     software  business  of  iVoice as an  independent  publicly  traded  entity
     following  the  distribution.  The  Company  has  filed  Form 10  with  the
     Securities  and  Exchange  Commission  to register the common stock of Trey
     Industries,  Inc.  Management  anticipates that the distribution  will take
     place  on or  about  the  effective  date  of  the  spin-off.  Each  iVoice
     stockholder as of June 2, 2003, the record date for the distribution,  will
     receive one (1) Trey share for every six hundred  (600) iVoice  shares held
     on that date.

<PAGE>


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

NOTE 3  - DISCONTINUED OPERATIONS - Continued

     In June 2003, iVoice filed a registration statement with the SEC related to
     the pro rata dividend  distribution of the shares of Trey Industries,  Inc.
     held by the Company to the shareholders of iVoice. The summarized unaudited
     results of  operations  for the six months ended June 30, 2003 and 2002 are
     as follows:
<TABLE>
<CAPTION>

                                                                                                2003             2002
                                                                                             -------          -------
<S>                                                                                      <C>                 <C>
                  Revenues                                                               $     1,350         $  1,050
                  Cost of Revenues                                                               435                -
                                                                                             -------          -------
                  Gross profit                                                                   915            1,050
                  Operating Expenses                                                          13,057           12,930
                                                                                             -------          -------
                  Operating Loss                                                              12,142           11,880
                  Interest expense                                                             4,523            1,091
                  Provision for income taxes                                                       -                -
                                                                                             -------          -------
                  Net Loss                                                                $   16,665         $ 12,971
                                                                                          ==========         ========

                  At June 30, 2003 and December 31, 2002 the net current liabilities and the net long-term assets of
                  Trey Industries were as follows:
                                                                                            June 30,         December
                                                                                              2003              31,
                                                                                          (Unaudited)          2002
                                                                                             -------          -------
                  Current assets:
                     Cash                                                                $     2,464          $     -
                     Prepaid expenses                                                         30,000                -
                                                                                             -------          -------
                       Total current assets                                                   32,464                -

                  Current liabilities:
                      Accounts payable and accrued expenses                                 $149,000         $142,333
                      Due to related party                                                   250,000          250,000
                                                                                             -------          -------
                        Total current liabilities                                            399,000          342,333
                                                                                             -------          -------

                  Net current liabilities of discontinued operations                        $366,536         $342,333
                                                                                            =========        ========

                  Capitalized software license costs                                       $  18,000         $ 27,000
                                                                                             -------          -------
                  Net long-term assets of discontinued operations                          $  18,000         $ 27,000
                                                                                            =========        ========
</TABLE>




<PAGE>



                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

NOTE 4  - CONVERTIBLE DEBENTURES

     In January 2003, the Company, through its Trey Industries, Inc. subsidiary,
     entered into a  subscription  agreement  with certain  purchasers  to issue
     $250,000 in convertible debentures,  with interest payable at 5% per annum.
     The notes are  convertible  into the  Company's  Class A common  stock at a
     price  equal to either (a) an amount  equal to one hundred  twenty  percent
     (120%) of the closing bid price for the Common  Stock on the Closing  Date,
     or (b) an amount equal to eighty  percent  (80%) of the average of the four
     (4) lowest  Closing Bid Prices of the Common Stock for the five (5) trading
     days  immediately  preceding the Conversion Date. At June 30, 2003, a total
     of  $40,000  in  debenture  proceeds  has  been  received  so  far  and  is
     outstanding as of that date.

     In October  1999,  the Company  issued a series of  convertible  debentures
     consisting of ten notes payable  totaling  $500,000 bearing interest at 12%
     per  annum  and  payable  on  December  1,  2000.  The 12%  debentures  are
     convertible into shares of the Company's Class A Common Stock at the option
     of the holder by dividing  the  outstanding  principal  and interest by the
     conversion  price which shall equal 50% of the average bid price during the
     20 trading days before the conversion  date. As of June 30, 2003,  $448,950
     in principal of the 12% debentures and $99,644 in accrued interest had been
     converted into  267,045,971  shares of the Company's  Class A Common Stock.
     Total outstanding  principal  balance of the 12% convertible  debentures at
     June 30, 2003 was $51,050 plus accrued interest of $29,916.


NOTE 5 - DUE TO RELATED PARTIES

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

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

<PAGE>


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

NOTE 5 - DUE TO RELATED PARTIES - Continued


     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 June 30, 2003,
     the outstanding  loan balance  including monies loaned from the proceeds of
     stock sales,  unpaid  compensation,  income taxes incurred from the sale of
     stock and unreimbursed expenses, totaled $635,164.

     In connection with the assignment of assets and liabilities  from iVoice to
     Trey  pursuant  to the  anticipated  spin-off  transaction,  iVoice will be
     assigning  to $250,000  of  outstanding  indebtedness  from iVoice to Jerry
     Mahoney to Trey  Industries.  As such,  this amount is reflected in the net
     current liabilities of discontinued operations.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

b)   In May 1999, the Company entered into a five-year employment agreement with
     its majority stockholder (the "Executive").  He will serve as the Company's
     Chairman of the Board and Chief Executive Officer for a term of five years.
     As consideration, the Company agrees to pay the Executive a sum of $180,000
     the first year with a 10% increase every year thereafter.

c)   In February  2003,  the Company  entered into an Equity Line of Credit with
     Cornell Capital Partners,  L.P. Pursuant to the Equity Line of Credit,  the
     Company  may,  at its  discretion,  periodically  sell to  Cornell  Capital
     Partners shares of Class A common stock for a total purchase price of up to
     $5.0 million to raise capital to fund our working  capital needs.  For each
     share of Class A common  stock  purchased  under the Equity Line of Credit,
     Cornell Capital Partners will pay 91% of the 5 lowest closing bid prices on
     the Over-the-Counter  Bulletin Board or other principal market on which our
     common  stock is traded  for the 5 days  immediately  following  the notice
     date.  Pursuant to the  agreement  with Cornell  Capital  Partners,  LP, we
     registered for resale on Form SB-2,  5,000,000,000 shares of Class A common
     stock with the  Securities  and  Exchange  Commission.  The  offering  will
     terminate 24 months after the Securities and Exchange  Commission  declares
     the registration statement effective.

d)   The Company's assets are subject to a Security  Agreement with the majority
     stockholder. See Note 5.
<PAGE>


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

NOTE 7 - COMMON STOCK

     In January 2003, the Company  amended its Certificate of  Incorporation  to
     change  the par value of its Class A Common  Stock from $.001 to $.0001 and
     to increase the number of shares the Company is  authorized to issue of its
     Class A Common Stock from  600,000,000  to  10,000,000,000  and its Class B
     Common Stock from 3,000,000 to 50,000,000.

     On April 25, 2003,  iVoice formed a wholly owned subsidiary in the State of
     New Jersey and on May 5, 2003,  iVoice  changed its state of  incorporation
     from  Delaware  to New Jersey by merging  into the newly  formed New Jersey
     subsidiary.  In doing so,  the par  value of its  Class A common  stock has
     changed from $.0001 to no par value and the par value of the Class B common
     stock has changed from no par value to $.01 per share.

a)   Class A Common Stock
     --------------------

     Class A Common  Stock  consisted  of the  following  as of June  30,  2003:
     10,000,000,000  shares  of  authorized  common  stock  with  no par  value,
     2,353,225,327,   shares   were   issued  and   2,352,625,327   shares  were
     outstanding.

     Class A Common  Stock  has  voting  rights of 1:1.  Each  holder of Class A
     Common Stock is entitled to receive  ratably  dividends,  if any, as may be
     declared by the Board of Directors out of funds  legally  available for the
     payment of  dividends.  The  Company  has never paid any  dividends  on its
     Common Stock and does not contemplate  doing so in the foreseeable  future.
     The Company anticipates that any earnings generated from operations will be
     used to finance the Company's growth objectives.

     For the three  months ended June 30,  2003,  the Company had the  following
     transactions in its Class A Common Stock:

          1.   The Company issued  85,000,000 shares of its Class A Common Stock
               for consulting services rendered valued at $55,000.

          2.   The Company issued 259,769,483 shares of Class A Common Stock for
               the  conversion  of $64,750  in  debenture  principal  on its 12%
               convertible debentures

          3.   The Company issued  1,174,527,722  shares of Class A common stock
               for repayment of $341,320 in principal and $33,764 in discount on
               notes  payable  issued for advances on the equity line  financing
               with Cornell Capital Partners, LP

          4.   The Company  issued  315,236,959  shares of Class A common  stock
               upon conversion of 41,000 shares of Class B common stock.

<PAGE>

                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2003

  NOTE 7 - COMMON STOCK - Continued

b)   Class B Common Stock
     --------------------

     Class B Common Stock  consists of 50,000,000  shares of  authorized  common
     stock with par value $.01 per share.  Each share of Class B common stock is
     convertible  into Class A common stock calculated by dividing the number of
     Class B shares being  converted by fifty  percent (50%) of the lowest price
     that the Company had  previously  issued its Class A common stock since the
     Class B shares were issued.  Each holder of Class B common stock has voting
     rights  equal to the number of Class A shares that would be issued upon the
     conversion of the Class B shares, had all of the outstanding Class B shares
     been  converted on the record date used for purposes of  determining  which
     shareholders  would vote.  Holders of Class B common  stock are entitled to
     receive  dividends  in the same  proportion  as the  Class B  common  stock
     conversion  and  voting  rights  have to Class A common  stock.  Jerome  R.
     Mahoney is the sole owner of the Class B common stock. As of June 30, 2003,
     there are 2,204,875 shares issued and 1,817,875 shares outstanding

     Pursuant to the conversion  terms of the Class B Common stock,  on June 30,
     2003,  the  1,817,875  outstanding  shares  of  Class B  common  stock  are
     convertible into 19,135,526,316 shares of Class A common stock.

     In the six months  ended June 30,  2003,  a total of 41,000  Class B shares
     were converted into 315,236,959 Class A shares.

c)   Preferred Stock
     ---------------

     Preferred Stock consists of 1,000,000 shares of authorized  preferred stock
     with  $1.00  par  value.  As of June 30,  2003,  no shares  were  issued or
     outstanding.

<PAGE>


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

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

Recent Developments
-------------------

In June 2003, the Company announced that its intention to spin-off its Automatic
Reminder software business in the form of a pro-rata distribution to iVoice
stockholders of approximately 65% of the outstanding shares of Class A Common
Stock of Trey Industries, Inc., which is currently a wholly owned subsidiary of
iVoice. Trey will own and operate the Automatic Reminder software business of
iVoice as an independent publicly traded entity following the distribution. The
Company has filed Form 10 with the Securities and Exchange Commission to
register the common stock of Trey Industries, Inc. Management anticipates that
the distribution will take place on or about the effective date of the spin-off.
Each iVoice stockholder as of June 2, 2003, the record date for the
distribution, will receive one (1) Trey share for every six hundred (600) iVoice
shares held on that date.

After the Distribution, Trey Industries will be an independent company, with
iVoice having no continuing ownership interest in Trey. Under an administrative
services agreement between the two companies, iVoice will provide
administrative, information management, office space and other services, to Trey
in return for a payment of an annual administrative fee of $98,000 per year. The
fee may be adjusted quarterly subject to a reallocation of the estimated time
devoted to each company.

As a result of the Distribution, the financial statements and the results of
operations of Trey are presented as discontinued operations in iVoice financial
statements.

In July 2003, the Company received notification from the U.S. Patent and
Trademark Office that it has been awarded a notice of allowance for a second
patent application on the Company's Speech-Enabled Automatic Telephone Dialer
using a seamless interface with computer based address book programs such as
Microsoft(R) Outlook(R). This particular patent addresses the use of the
Speech-Enabled Automatic Telephone Dialer in telephones without private branch
exchanges.

June 30, 2003 compared to June 30, 2002
---------------------------------------

Revenues are derived primarily from the sale of voice and computerized telephone
communication systems for small-to-medium sized businesses and corporate
departments. Total revenues for the three and six months ended June 30, 2003
were $74,645 and $222,720 repectively, as compared to $181,526 and $316,689 for
the three and six months ended June 30, 2002 The three month period ending June
30 2003 as compared to June 30, 2002 reflected an decrease of $106,881 or 58.9%.
For the six month period ended June 30, 2003 as compared to June 30, 2002, sales
decreased $93,969 or 29.7%. The reduction in reported revenues for the three and
six months ended June 30, 2003 reflect weak demand for the Company's speech
recognition products as well as a reduction in the amount of deferred revenues
recognized in the current periods due to the completion of jobs in process in
prior periods.

The Company recognizes its revenue using the percentage of completion method for
turnkey systems that require custom configuration by the customer. The Company
determines the expected costs on a particular configuration by estimating the
hardware costs and anticipated labor hours to configure and install a system.
Revenues are then recognized in proportion to the amount of costs incurred as of
the reporting date over the total estimated costs anticipated.


<PAGE>

Gross margin for the three and six months ended June 30, 2003 was $52,874 or
70.8%, and $140,048 or 62.9% respectively as compared to $118,237 or 65.1%, and
$215,252 or 68.0% for the three and six months ended June 30, 2002. The
decreases of $65,363 or 55.3% for the three month period and $75,204 or 34.9%
for the six month periods ending June 30, 2003 were generally a result of an
overall decrease in total sales volume. While gross margin percentages have
remained relatively steady, the three and six month dollar value reductions in
gross profit were a result of reduced sales levels.

Total operating expenses decreased $138,913 or 37.2% from $373,892 to $234,919
for the three months ending June 30, 2003 and $599,680 or 47.6% from $1,260,255
to $660,575 for the six months ending June 30, 2003. The decrease in operating
expenses for the current six-month period was principally a result of specific
items recorded in the prior year not incurred in the current year. These items
include the amortization of prepaid consulting fees totaling $264,166 and a
charge of $315,750 for a reduction in the strike price on warrants previously
issued by the Company. The reduction for these items was partially offset in the
current six-month period by an increase in professional fees of $42,332. Lower
operating expenses reflect Management's efforts to reduce its operating budget
and conserve the Company's cash resources.

In conjunction with the proposed spin-off of Trey Industries, the Company has
incurred administrative costs that have been removed from operating expenses and
stated separately in the consolidated statement of operations. These costs
primarily include legal and accounting fees incurred with the preparation and
filing of the registration statement with the SEC for Trey Industries. These
costs were not incurred in the prior period.

As of June 30, 2003, the Company had 8 full-time employees, and 1 part-time
employee for a total of 9 individuals.

No other income was recorded for the three months ended June 30, 2003. Other
income for the six months ended June 30, 2002, reflects income of $28,800 for
the retention of 600,000 shares previously issued to an employee and charged to
compensation expense in a prior period. These shares were deemed unvested with
the terminated employee and were recorded as treasury stock purchase at a value
of $28,800.

The Company incurred interest expense of $47,775 for the three-month period
ending June 30, 2003 versus $255,760 in the three months ending June 30, 2002, a
decrease of $207,985 or 81.3%. During the prior year quarter ending June 30,
2002 the Company incurred $171,300 in financing costs comprised of commissions
and legal fees and $58,750 in debt issue costs related to the financing
agreement with Cornell Capital, LP. Debt issue costs represent the estimated
cost of the beneficial conversion discount feature applicable to $235,000 in 5%
convertible debentures issued during the quarter and were charged to expense in
accordance with Emerging Issues Task Force (EITF) Issue 98-5. These amounts were
partially offset by market discounts on stock issued and drawdown fees charged
pursuant to the equity-line financing agreement with Cornell Capital Partners,
LP charged to interest expense in the current period.


<PAGE>

Liquidity and Capital Resources
-------------------------------

The primary source of financing for iVoice has been through the issuance of
common stock and debt that is convertible into common stock of the Company. The
primary source of working capital for the last 12 months has been provided by an
Equity Line of Credit Agreement entered into with Cornell Capital Partners, LP.

In connection with the Equity line of Credit Agreement with Cornell Capital
Partners entered into in June 2002 and revised in February 2003, the Company has
received $828,100 in cash net of all fees and discounts. Under this Equity line
of Credit Agreement, the Company, at its discretion, may issue and sell to
Cornell Capital Partners for a period of two years, common stock for a total
purchase price of up to $5.0 million. In February 2003, the company registered
with the Securities and Exchange Commission, 5,000,000,000 Class A common shares
in accordance with the terms of the agreement with Cornell. The purchase price
for the shares is equal to 91% of the market price, which is defined as the
lowest closing bid price of the common stock during the five trading days
following the date the Company gives notice to Cornell of its intention to draw
down on the equity line.

In January 2003, the Company, through its Trey Industries, Inc. subsidiary,
entered into a subscription agreement with certain purchasers to issue $250,000
in convertible debentures, with interest payable at 5% per annum. The notes are
convertible into the Company's Class A common stock at a price equal to either
(a) an amount equal to one hundred twenty percent (120%) of the closing bid
price for the Common Stock on the Closing Date, or (b) an amount equal to eighty
percent (80%) of the average of the four (4) lowest Closing Bid Prices of the
Common Stock for the five (5) trading days immediately preceding the Conversion
Date. At June 30, 2003, a total of $40,000 in debenture proceeds has been
received so far and is outstanding as of that date.

On June 30, 2003, iVoice had total liabilities of $1,489,336, consisting of
accounts payable and accrued expenses of $235,903, notes payable of $343,347,
deferred revenue of $34,872, convertible debentures of $91,050 and amounts due
to related parties of $385,164. It is anticipated that the remaining balances
due on our outstanding convertible debentures and notes payable will be
satisfied by the issuance of shares of Class A common stock. Under the planned
spin-off distribution of its Trey Industries subsidiary announced in June 2003,
iVoice intends to allocate $399,000 in liabilities to the subsidiary.

iVoice's primary need for cash is to fund its ongoing operations until such time
that the sale of products generates enough revenue to fund operations. There can
be no assurance as to the receipt or timing of revenues from operations.
Presently, the Company has ongoing monthly cash requirements of least $57,000
per month. These monthly obligations consist of the following: payroll and
benefits of $25,000, repayment of shareholder loan principal $10,000, occupancy
costs of $8,800, sales and marketing expenses of $5,700, professional fees of
$5,300, and miscellaneous administrative obligations and expenses of $2,200. We
expect to fund these monthly obligations from cash on hand, the proceeds
anticipated to be received from the Equity Line of Credit and from current
operations. Management believes that it has sufficient funds on-hand to fund its
operations for at least ten months. Thereafter, iVoice will need to raise
additional capital from the sale of equity under the financing agreement
currently in place with Cornell Capital Partners, LP.

During the six months ended June 30, 2003, iVoice had a net increase in cash of
$39,270. iVoice's principal sources and uses of funds were as follows:

<PAGE>

         Cash used by operating activities. iVoice used $402,246 in cash for
operating activities in the six months ended June 30, 2003 an increase of
$93,517 compared to $308,729 in cash used for operating activities in the six
months ended June 30, 2002.

         Cash provided by financing activities. Financing activities in the
three months ended June 30, 2003 provided a total of $449,836 in cash. This
total consisted primarily of the issuance of common stock for a total of
$375,084; the sale of convertible debentures of $40,000 and advances under the
Equity Line of Credit with Cornell Capital of $450,000. These amounts were
offset by the repayment of related party obligations of $60,000; repayment of
notes payable of $341,320; and repayment of capital leases totaling $13,928.


ITEM 3.     CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures.

The Company's Chief Executive Officer and Principal Financial Officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
15d-14(c), as of a date within 90 days of the filing date of this quarterly
report on Form 10-QSB (the "Evaluation Date")), have concluded that as of the
Evaluation Date, the Company's disclosure controls and procedures were adequate
and effective to ensure that material information relating to the Company and
its consolidated subsidiaries is recorded, processed, summarized and reported by
management of the Company on a timely basis in order to comply with the
Company's disclosure obligations under the Securities Exchange Act of 1934 and
the SEC rules thereunder.

(b) Changes in Internal Controls.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the Company's disclosure controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such disclosure controls and procedures requiring
corrective actions.




<PAGE>



                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

On April 25, 2003, iVoice formed a wholly owned subsidiary in the State of New
Jersey and on May 5, 2003, iVoice changed its state of incorporation from
Delaware to New Jersey by merging into the newly formed New Jersey subsidiary.
The iVoice incorporated in New Jersey has ten billion (10,000,000,000) Class A
common stock no par value shares authorized, fifty million (50,000,000) Class B
common stock $.01 par values shares authorized and one million (1,000,000)
Preferred Stock $1.00 par value shares authorized. All of the outstanding Class
A and Class B common stock shares in the iVoice previously incorporated in
Delaware were exchanged for an equal number of Class A or Class B common stock
shares, as the case may be, of the iVoice incorporated in New Jersey.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

In relation to the Company's outstanding 12% Convertible Debentures which are
currently in default, the Company has reached settlement terms with one previous
holder of debentures regarding the interest and penalties demanded by this
former holder whereby the Company has issued 450,000 shares to this former
holder in full settlement of the former debenture holder's claim.

The Company continues its discussions with the remaining debenture holders
attempting to resolve the default issues in a mutually favorable manner.
However, it is uncertain whether the Company will be able to reach an agreement
under terms favorable to iVoice.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

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


b) Reports on Form 8-K: None.



<PAGE>


                                   SIGNATURES

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


iVoice, Inc.

By: /s/ Jerome R. Mahoney                     Date:    August 12, 2003
    ----------------------------------------------------------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer






<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
              PURSUANT TO REGULATION ss.240.15D-14 AS PROMULAGATED
                    BY THE SECURITIES AND EXCHANGE COMMISSION

I, Jerome R. Mahoney, President, Chief Executive Officer and Principal Financial
Officer of iVoice, Inc. certify that:

1)   I have reviewed this quarterly report on Form 10-QSB of iVoice, Inc.;

2)   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4)   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   I have disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

                                               Date: August 12, 2003

                                               /s/ Jerome R. Mahoney
                                               ---------------------
                                               Jerome R. Mahoney, President,
                                               Chief Executive Officer and
                                               Principal Financial Officer