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

                       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, 2005

                                       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 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 [_]

Number of shares of Class A, common stock, No par value,
outstanding as of July 27, 2005:                                 9,994,728,373

================================================================================
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2005


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





<TABLE><CAPTION>

                                                                                         Page No.
                                                                                         --------
<S>        <C>                                                                           <C>
PART I.    FINANCIAL INFORMATION

           Item 1.  Condensed Consolidated Financial Statements (Unaudited)

                        Condensed Consolidated Balance Sheet - June 30, 2005 ............       2

                        Condensed Consolidated Statements of Operations -
                        For the three months and six months ended June 30, 2005 and 2004.       3

                        Condensed Consolidated Statements of Cash Flow -
                        For the six months ended June 30, 2005 and 2004 .................   4 - 5

                        Notes to condensed consolidated financial statements ............  6 - 16

           Item 2.  Management's Discussion and Analysis of Financial Condition
                    and Results of Operations ........................................... 17 - 22

           Item 3.  Controls and Procedures                                                    22



PART II.   OTHER INFORMATION

           Item 5.  Other Information ...................................................      22

           Item 6.  Exhibits ............................................................      23
</TABLE>






                                        1
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2005



<TABLE><CAPTION>
                                     ASSETS
<S>                                                                       <C>
CURRENT ASSETS
Cash and cash equivalents                                                 $ 12,375,346
Accounts receivable, net of allowance for doubtful accounts of $0               46,811
Inventory                                                                        7,786
Securities available for sale                                                  314,890
Prepaid expenses and other current assets                                      257,605
                                                                          ------------
       Total current assets                                                 13,002,438
                                                                          ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $181,427             33,648
                                                                          ------------

OTHER ASSETS
Intangible assets                                                              235,825
Deposits and other assets                                                      260,416
                                                                          ------------
       Total other assets                                                      496,241
                                                                          ------------
TOTAL ASSETS                                                              $ 13,532,327
                                                                          ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                                     $    437,079
Note payable                                                                 7,533,760
Due to related parties                                                         854,590
Deferred revenues                                                               21,674
                                                                          ------------
       Total current liabilities                                             8,847,103
                                                                          ------------

       Total liabilities                                                     8,847,103
                                                                          ------------

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;
   9,884,728,373 shares issued and outstanding                              24,474,246
Common stock, Class B - no par value; authorized 50,000,000 shares;
   2,167,919 shares issued; 1,677,224 shares outstanding                             5
Accumulated deficit                                                        (19,760,227)
Treasury stock, 600,000 Class A shares, at cost                                (28,800)
                                                                          ------------
       Total stockholders' equity                                            4,685,224
                                                                          ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 13,532,327
                                                                          ============
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.

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

<TABLE><CAPTION>
                                                       For the Three Months Ended       For the Six Months Ended
                                                                 June 30,                        June 30,
                                                      ----------------------------    ----------------------------
                                                          2005            2004            2005            2004
                                                      ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>
SALES, net                                            $     59,624    $     96,687    $    125,691    $    195,555

COST OF SALES                                               13,361          39,385          22,094          78,843
                                                      ------------    ------------    ------------    ------------

GROSS PROFIT                                                46,263          57,302         103,597         116,712
                                                      ------------    ------------    ------------    ------------

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    Selling expenses                                        58,728          26,662          67,496          60,007
    General and administrative expenses                    281,497         286,815         669,722         648,851
    Research and development                                20,110          29,298          20,110          61,521
    Depreciation and amortization                           23,996          25,528          26,846          53,325
                                                      ------------    ------------    ------------    ------------
Total selling, general and administrative expenses         384,331         368,303         784,174         823,704
                                                      ------------    ------------    ------------    ------------

LOSS FROM CONTINUING OPERATIONS                           (338,068)       (311,001)       (680,577)       (706,992)
                                                      ------------    ------------    ------------    ------------

OTHER INCOME\(EXPENSE)
    Other income                                            59,634          61,691         110,825          90,982
    Write-off of financing costs                                --        (148,250)        (44,000)     (1,325,750)
    Interest expense                                       (63,459)         (7,706)        (94,693)        (16,045)
                                                      ------------    ------------    ------------    ------------
Total other income\(expense)                                (3,825)        (94,265)        (27,868)     (1,250,813)
                                                      ------------    ------------    ------------    ------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES       (341,893)       (405,266)       (708,445)     (1,957,805)

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

NET LOSS FROM CONTINUING OPERATIONS                       (341,893)       (405,266)       (708,445)     (1,957,805)

COSTS IN CONNECTION WITH SPIN-OFF                               --              --              --           2,131

LOSS FROM DISCONTINUED OPERATIONS
    Loss from Discontinued Operations -
    Trey Resources, Inc.                                        --              --              --          24,613
                                                      ------------    ------------    ------------    ------------

NET LOSS                                              $   (341,893)   $   (405,266)   $   (708,445)   $ (1,984,549)
                                                      ============    ============    ============    ============

NET LOSS PER COMMON SHARE - CONTINUING OPERATIONS
    Basic                                             $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                                      ============    ============    ============    ============
    Diluted                                           $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                                      ============    ============    ============    ============

NET LOSS PER COMMON SHARE - DISCONTINUED OPERATIONS
    Basic                                             $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                                      ============    ============    ============    ============
    Diluted                                           $      (0.00)   $      (0.00)   $      (0.00)   $      (0.00)
                                                      ============    ============    ============    ============
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.

                                        3
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)


<TABLE><CAPTION>
                                                          For the Six Months Ended
                                                                  June 30,
                                                        ----------------------------
                                                            2005            2004
                                                        ------------    ------------
<S>                                                     <C>             <C>
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                             $   (708,445)   $ (1,984,549)
   Adjustments to reconcile net loss to net
     cash used in operating activities
   Depreciation                                                5,701           5,113
   Amortization of prepaid expense                            21,145         181,595
   Amortization of intangibles                                 1,200             562
   Amortization of software license                               --          47,650
   Loss from discontinued operations                              --          26,744
   Common stock issued for services                               --       1,013,143
   Changes in certain assets and liabilities:
           Accounts receivable                                 7,955            (168)
           Inventory                                          (1,664)          2,690
           Accounts payable and accrued liabilities          259,797         113,022
           Deferred revenue                                  (21,813)         (3,733)
           Other assets                                      (12,123)       (116,298)
                                                        ------------    ------------
Total cash used in operating activities                     (448,247)       (714,229)
                                                        ------------    ------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
   Purchase of property and equipment                             --          (2,012)
   Purchase of securities available for sale                 (64,890)       (750,000)
   Sale of securities available for sale                     500,000              --
   Purchase of intangibles                                    (7,020)        (12,722)
                                                        ------------    ------------
Total cash provided by (used in) investing activities        428,090        (764,734)
                                                        ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                       --       1,900,000
   Repayments of related party loans                              --         (49,010)
   Net proceeds from notes payable                         4,932,500       5,650,000
   Repayment of notes payable                               (522,740)     (1,900,000)
                                                        ------------    ------------
Total cash provided by financing activities                4,409,760       5,600,990
                                                        ------------    ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                  4,389,603       4,122,027

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD            7,985,743       4,506,608
                                                        ------------    ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD               $ 12,375,346    $  8,628,635
                                                        ============    ============
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                     $         --    $         --
                                                        ============    ============
   Income taxes                                         $         --    $         --
                                                        ============    ============
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.

                                        4
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004



SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

June 30, 2005:
--------------

a)   On January 11, 2005, the Company issued 103,840,499 shares of Class A
     common stock to Cornell Capital Partners that were due for repayment of
     principal on outstanding notes payable at December 31, 2004, but these were
     not issued until 2005.

b)   On April 5, 2005, the Company issued 30,000,000 shares of Class A common
     stock for legal services related to the application for patents valued at
     $13,500.


June 30, 2004:
--------------

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

b)   During the six months ended June 30, 2004, the Company issued 1,132,404,303
     shares of Class A common stock with a total value of $1,900,000 for
     repayment of principal on outstanding notes payable, issued as advances on
     the equity line financing with Cornell Capital Partners, LP.

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

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

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









                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.

                                        5
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


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, 2004 audited
     financial statements and the accompanying notes thereto.

     In September 2003, the Company announced its intention to distribute to its
     stockholders shares of Class A common stock of Trey Resources, Inc., one of
     the Company's subsidiaries, and its Automated Reminder business, upon the
     effectiveness of required Securities and Exchange Commission filings and
     final approval by the iVoice Board of Directors of the terms and conditions
     of the proposed distribution, as described in the registration statement on
     Form SB-2 of Trey Resources, initially filed with the Securities and
     Exchange Commission on October 3, 2003. Trey Resources now owns and
     operates the Automatic Reminder software business as an independent
     publicly traded entity following this distribution.

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

     In September 2004 and November 2004, the Company announced its intention to
     distribute to its stockholders, in the form of a special dividend, shares
     of Class A Common Stock of its three wholly owned subsidiaries, iVoice
     Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. The
     Company announced on July 21, 2005, that the Board of Directors set a
     record date for the previously announced spin-off of its three wholly owned
     subsidiaries, Shareholders of record on July 29, 2005 will be entitled to
     receive the special dividend. The

                                        6
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


     special dividend is expected to be payable on August 5, 2005. However, the
     distribution of the special dividend is contingent upon the Registration
     Statements on Form SB-2 of iVoice Technology, Deep Field Technologies, Inc.
     and SpeechSwitch, Inc. being declared effective by the Securities and
     Exchange Commission within an adequate time prior to the distribution date
     to allow for the printing and distribution to shareholders of the stock
     certificates and prospectus.

     Holders of iVoice Class A Common Stock, other than affiliates of iVoice,
     will receive one share of Class A Common Stock of each of iVoice
     Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. for
     every 988 shares of iVoice common stock that they hold. Holders of less
     than 988 shares of iVoice common stock will receive one share of iVoice
     Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc.
     Class A common stock. While all of the outstanding shares of iVoice
     Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc.
     Class A common stock will be held by non-affiliates of iVoice, Inc. and
     iVoice Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch,
     Inc. following the distribution, all of the outstanding shares of Class B
     Common Stock (including convertible debt into such shares) of iVoice
     Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. will
     be beneficially owned by affiliates of iVoice, Inc. or iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc.

     iVoice, Inc., intends to transfer certain of its assets and related
     liabilities to iVoice Technology, Inc., Deep Field Technologies, Inc. and
     SpeechSwitch, Inc. immediately prior to the distribution.

     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.

     The result of operations for the six-month periods ended June 30, 2005 and
     2004 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, 2004.

     Principles of Consolidation
     ---------------------------
     The accompanying condensed consolidated financial statements include the
     accounts of the Company and its subsidiaries iVoice Technologies, Inc.,
     Deep Field Technologies, Inc., SpeechSwitch, Inc., iVoice Acquisition
     Corporation and Trey Resources, Inc. On February 13, 2004, Trey Resources
     was distributed to iVoice shareholders through a spin-off transaction. The
     Condensed Consolidated Statements of Operations and Cash Flows for the six
     months ended June 30, 2004, reflect the results of Trey Resources as
     discontinued operations through February 11, 2004. All significant
     intercompany transactions and balances have been eliminated in
     consolidation.

                                        7
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


     Revenue Recognition
     -------------------
     The Company obtains its income primarily from the sale of its voice
     recognition and computer technology communication systems. Revenue for
     systems that require customization to meet a customer's specific needs or
     technical requirements is recognized by the contract method of accounting,
     using percentage of completion. Progress toward completion is measured by
     costs incurred to date as a percentage of total estimated costs for each
     contract. Under the percentage of completion method, the asset, "Costs and
     estimated earnings in excess of billings" represents revenue recognized in
     excess of the amount billed. The liability, "Billings in excess of costs
     and estimated earnings" represents billings in excess of revenues
     recognized. The completed contract method is used for systems, which do not
     require customization or installation. The Company recognizes revenue from
     support services at the time the service is performed or over the period of
     the contract for maintenance or support.

     Earnings (Loss) 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 Company had 6,488,260 options available as of June
     30, 2005.

     The shares used in the computations are as follows:
<TABLE><CAPTION>
                                      Three Months Ended June 30,        Six Months Ended June 30,
                                    ------------------------------    ------------------------------
                                         2005             2004             2005             2004
                                    -------------    -------------    -------------    -------------
     <S>                            <C>              <C>              <C>              <C>
     BASIC AND DILUTED PURPOSES     9,883,080,021    6,517,020,939    9,810,826,464    5,967,707,119
</TABLE>


NOTE 2 - NOTES PAYABLE

     On February 23, 2004 the Company issued an unsecured promissory note
     totaling $3,000,000 payable to Cornell Capital Partners, LP for advances on
     the equity-line financing agreement entered into with Cornell in December,
     2003. The notes mature 120 days from the date of issue with interest
     accruing at 24% per annum on any balance left unpaid after the maturity
     date.

     On May 25, 2004, the Company issued an unsecured promissory note totaling
     $2,650,000 payable to Cornell Capital Partners, LP for advances on the
     equity-line financing agreement entered into with Cornell in December,
     2003. The notes mature 143 days from the date of issue with interest
     accruing at 12% per annum on any balance left unpaid after the maturity
     date.

     On July 14, 2004, the Company repaid Cornell Capital, L.P. $1,700,000, in
     cash, to reduce the outstanding amount owed on the May 25th promissory
     note.

     As of June 30, 2005, a total of $3,000,000 had been repaid through the
     issuance of 2,663,158,299 Class A common shares to pay off the February 23,
     2004 note and leave an

                                        8
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


     unpaid balance of $856,500 on the May 25, 2004 note. On May 24, 2005, the
     Company assigned all its rights and benefits Cornell Capital Partners LP of
     a convertible note issued by Corporate Strategies, Inc. valued at $522,740
     including principal and accrued interest and this amount was applied to the
     Company's promissory note owed to Cornell Capital Partners with a balance
     of $333,760 on June 30, 2005.

     On February 28, 2005, the Company renegotiated the terms and conditions
     with the holders of its convertible debentures. The holders of the
     convertible debentures agreed to exchange the convertible debentures for
     various promissory notes. The promissory notes will be in the aggregate
     amount of $2,200,000, $1,760,000 loaned through the previously issued and
     exchanged convertible debentures in 2004 and $440,000 advanced on February
     28, 2005. A commitment fee of 10% of the face amount of the previously
     issued convertible debentures and recently issued promissory note was paid
     at the time of each advance. The previously paid commitment fees were
     credited against commitment fees due and owing against the promissory note.
     The balance of the commitment fee owed from the recently issued promissory
     note was paid on February 28, 2005, at the time that such $440,000 was
     advanced to the Company. As of June 30, 2005, the balance on the promissory
     notes was $2,200,000 plus accrued interest.

     The promissory notes bear interest at the rate of 12% per annum. Weekly
     principal installments of $30,000, plus interest, will commence on
     September 1, 2005 and shall continue on the first day of each calendar
     month thereafter until the principal is paid in full. The promissory notes
     mature on July 4, 2006 with a lump sum payment due of any remaining
     principal and/or interest.

     On June 15, 2005, the Company issued a secured promissory note totaling
     $5,000,000 payable to Cornell Capital Partners, LP. This note is secured by
     all of the Company's assets and the Company's rights under all present and
     future authorization, permits, licenses and franchises issued or granted in
     connection with their operations. The note is for a term of 2 years from
     the date of issue with interest accruing at 12% per annum on any unpaid
     balance through the note's maturity date.


NOTE 3 - 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, which accrues interest at 9.5% per
     year on the unpaid balance and provides Mr. Mahoney a security interest in
     all of the assets of the Company.

     On August 13, 2002, the board of directors approved amendments to the
     promissory note payable to Mr. Mahoney to include monies loaned to the
     Company from the proceeds of stock sales of personal holdings of iVoice
     Class A Common Stock, unpaid compensation, income

                                        9
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


     taxes incurred from the sale of Company stock and un-reimbursed expenses.
     The amendment allows for the conversion of amounts due under the promissory
     note into either (i) one Class B Common Stock share of iVoice, Inc., no par
     value, for each dollar owed, or (ii) the number of Class A Common Stock
     shares of iVoice, Inc. calculated by dividing (x) the sum of the principal
     and interest that the Note holder has decided to prepay by (y) fifty
     percent (50%) of the lowest issue price of Series A common stock since the
     first advance of funds under this Note, whichever the Note holder chooses,
     or (iii) payment of the principal of this Note, before any repayment of
     interest.

     On 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, 2005, the remaining outstanding balance owed to Mr. Mahoney
     amounted to $599,590.

     As of June 30, 2005, pursuant to the employment agreements between Mr.
     Mahoney and iVoice Technology, Inc., Deep Field Technologies, Inc. and
     SpeechSwitch, Inc. these subsidiaries have accrued $191,250 deferred
     compensation due to Mr. Mahoney .

     As of June 30, 2005, pursuant to the employment agreement between Mr.
     Meller and Deep Field Technologies, Inc. this subsidiary has accrued
     $63,750 of deferred compensation due to Mr. Meller.

     As of June 30, 2005, the aggregate amount of related party loans and
     deferred salary accruals totaled $854,590.


NOTE 4 - COMMITMENTS AND CONTINGENCIES

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

     b)   On November 15, 2004, the Company amended the employment agreement
          with Jerome Mahoney and extended the term for an additional five-year
          period commencing on May 1, 2004. He will serve as the Company's
          Chairman of the Board, President and Chief Executive Officer for a
          term of five years. As consideration, the Company agrees to pay Mr.
          Mahoney a sum of $270,000 the first year with a 10% increase every
          year thereafter.

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

                                       10
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


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

          iVoice Technology, Inc. entered into a one year employment agreement
          with Arie Seidler, to serve as President and Chief Executive Officer,
          effective August 2, 2004. iVoice Technology, Inc. will compensate Mr.
          Seidler with a base salary of $85,000 with certain incentive bonuses
          based upon revenues and pre-tax profit margins. On June 15, 2005, this
          employment agreement was amended to change Mr. Seidler's status to a
          part-time basis and to continue as President and Chief Executive
          Officer for an annualized base salary of $40,000 with certain
          incentive bonuses based upon revenues and pre-tax profit margins.

          Deep Field Technologies, Inc.
          -----------------------------
          Deep Field Technologies entered into employment agreements with Jerome
          Mahoney, to serve as Non-executive Chairman of the Board and Mark
          Meller, to serve as President, Chief Executive Officer and Chief
          Financial Officer, as of August 3, 2004 and October 1, 2004,
          respectively.

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

          Mr. Meller will also be entitled to a sum of $50,000 upon the
          completion of the distribution in the form of a special dividend to
          iVoice shareholders of Deep Field Technologies Class A Common Stock.
          Mr. Meller has agreed to defer the receipt of said sum until such time
          that management believes it has sufficient financing in place to fund
          this obligation.

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

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

                                       11
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


     d)   On February 28, 2005, each of the three wholly owned subsidiaries,
          iVoice Technology, Deep Field Technologies and SpeechSwitch entered
          into a Termination Agreement with Cornell Capital Partners whereby the
          previously executed Stock Purchase Agreement, the Registration Rights
          Agreement, Escrow Agreement and Irrevocable Transfer Agent
          Instructions were terminated. Additionally, on this same date, each of
          the three wholly owned subsidiaries, iVoice Technology, Deep Field
          Technologies and SpeechSwitch entered into a Termination Agreement
          with Cornell Capital Partners whereby the previously executed Standby
          Equity Distribution Agreement, the Registration Rights Agreement, an
          Escrow Agreement and a Placement Agent Agreement were terminated. On
          this same date, each of the subsidiaries entered into a non-binding
          letter agreement with Cornell Capital Partners LLP whereby the parties
          agreed to enter into a Standby Equity Distribution Agreement at such
          time following the date that each of the subsidiary's registration
          statements on Form SB-2, as filed with the Securities and Exchange
          Commission on November 2004, is deemed effective by the SEC.

     e)   On February 28, 2005, the Company has agreed to provide a full and
          unconditional guaranty of the payment and performance obligations for
          the iVoice Technology, Deep Field Technology and SpeechSwitch
          subsidiaries, in accordance with the terms of secured promissory notes
          between each of the subsidiaries and the holders of the promissory
          notes, which cannot be discharged, except by complete performance of
          the obligations under the securities purchase agreements and the
          related documents. Under the guaranty, if any of the subsidiaries
          default in payment or performance of any of its obligations under the
          secured promissory notes, the Company is required to pay or perform
          such obligations upon two days' written notice or demand by the
          holders of the secured promissory notes and to take an advance or
          advances, as may be necessary, from the Standby Equity Distribution
          Agreement by and between the Company and Cornel Capital Partners, LP.
          Notwithstanding any to the contrary, this Guaranty shall be discharged
          and terminated upon each of the subsidiary's registration statements
          being declared effective by the U.S Securities and Exchange
          Commission.

     f)   On June 15, 2005, the Company issued a secured promissory note
          totaling $5,000,000 payable to Cornell Capital Partners, LP. This note
          is secured by all of the Company's assets and the Company's rights
          under all present and future authorization, permits, licenses and
          franchises issued or granted in connection with their operations. The
          note is for a term of 2 years from the date of issue with interest
          accruing at 12% per annum on any unpaid balance through the note's
          maturity date.

     g)   In conjunction with the various spin-offs, iVoice Technology, Deep
          Field 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.

     h)   In December 2003, the Company entered into an Equity Line of Credit
          with Cornell Capital

                                       12
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


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

     i)   In February 2003, the Company entered into an administrative services
          agreement with Trey Resources, pursuant to which, iVoice will provide
          Trey Resources services in such areas as information management and
          technology, sharing of office space, personnel and indirect overhead
          expenses, employee benefits administration, payroll, financial
          accounting and reporting, claims administration and reporting, and
          other areas where Trey Resources may need transitional assistance and
          support. The term of the agreement commences upon the effective date
          of the spin-off and continues for two years, but may be terminated
          earlier under certain circumstances, including a default, and may be
          renewed for additional one-year terms. In exchange for services under
          the administrative services agreement, Trey Resources has agreed to
          pay iVoice an annual fee of approximately $95,000. On May 16, 2005,
          the Company terminated its administrative services agreement with Trey
          Resources and has 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 $64,890.

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


NOTE 5 - COMMON STOCK

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

     a)   Class A Common Stock
          --------------------
          Class A Common Stock consists of the following as of June 30, 2005:
          10,000,000,000 shares of authorized common stock with no par value,
          9,884,728,373 shares were issued and 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

                                       13
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


          dividends on its common stock and management does not contemplate
          doing so in the foreseeable future. The Company anticipates that any
          earnings generated from operations will be used to finance growth.

          For the six months ended June 30, 2005, the Company had the following
          transactions in its Class A Common Stock:

          1).  The Company issued 103,840,499 shares of Class A common stock to
               Cornell Capital Partners that were due for repayment of principal
               on outstanding notes payable at December 31, 2004, but these were
               not issued until 2005. The total aggregate number of shares
               issued and outstanding as of June 30, 2005 reflects this
               adjustment.

          2).  The Company issued 606,000,000 shares of Class A common stock
               upon conversion of 36,956 shares of Class B common stock.

          3).  The Company issued 30,000,000 shares of Class A common stock for
               legal services related to the application for patents valued at
               $13,500.

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

          Class B Common Stock consists of 50,000,000 shares of authorized
          common stock with no par value. Each share of Class B common stock is
          convertible into Class A common stock calculated by dividing the
          number of Class B shares being converted by fifty percent (50%) of the
          lowest price that the Company had previously issued its Class A common
          stock since the Class B shares were issued. Each holder of Class B
          common stock has voting rights equal to the number of Class A shares
          that would be issued upon the conversion of the Class B shares, had
          all of the outstanding Class B shares been converted on the record
          date used for purposes of determining which shareholders would vote.
          Holders of Class B common stock are entitled to receive dividends in
          the same proportion as the Class B common stock conversion and voting
          rights have to Class A common stock. Jerome R. Mahoney is the sole
          owner of the Class B common stock. As of June 30, 2005, there are
          2,167,919 shares issued and 1,677,224 shares outstanding.

          Pursuant to the conversion terms of the Class B Common stock, on June
          30, 2005, the 1,677,224 outstanding shares of Class B common stock are
          convertible into 27,495,475,410 shares of Class A common stock.

          In the six months ended June 30, 2005, a total of 36,956 Class B
          shares were converted into 606,000,000 Class A shares.

     c)   Preferred Stock
          ---------------
          Preferred Stock consists of 1,000,000 shares of authorized preferred
          stock with $1.00 par value. As of June 30, 2005, no shares were issued
          or outstanding.

                                       14
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2005


NOTE 6 - GOING CONCERN

     During the six months ended June 30, 2005, the Company has been able to
     raise sufficient working capital through its financing agreement with
     Cornell Capital Partners, LP to meet its operating requirements at their
     current level for at least the next 12 months. As a result, this increase
     in working capital has significantly reduced the substantial doubt
     regarding the Company's ability to continue as a going concern.


NOTE 7 - SUBSEQUENT EVENTS

     On July 1, 2005, the Company issued 110,000,000 shares of Class A common
     stock upon conversion of 6,710 shares of Class B common stock.

     On July 21, 2005, the Company announced that the Board of Directors has set
     July 29, 2005 as the date of record for the previously announced spin-off
     of its three wholly owned subsidiaries. iVoice's shareholders of record on
     July 29, 2005 will be entitled to receive the special dividend of all of
     the outstanding Class A Common Stock shares of each of iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. The special
     dividend is expected to be payable on August 5, 2005. However, the
     distribution of the special dividend is contingent upon the Registration
     Statements on Form SB-2 of iVoice Technology, Deep Field Technologies, Inc.
     and SpeechSwitch, Inc. being declared effective by the Securities and
     Exchange Commission within an adequate time prior to the distribution date
     to allow for the printing and distribution to shareholders of the stock
     certificates and prospectus. Holders of iVoice Class A Common Stock, other
     than affiliates of iVoice, will receive one share of Class A Common Stock
     of each of iVoice Technology, Inc., Deep Field Technologies, Inc. and
     SpeechSwitch, Inc. for every 988 shares of iVoice common stock held.

     On July 26, 2005, each of the subsidiaries, iVoice Technology, Inc., Deep
     Field Technologies, Inc. and SpeechSwitch, Inc., withdrew the registration
     statements previously filed with the Securities and Exchange Commission to
     register those shares issuable pursuant to the Standby Equity Distribution
     Agreement, previously terminated on February 28, 2005.







                                       15
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance. We use words such as we
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate.

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


PLAN OF OPERATION
-----------------

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

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

iVoice has determined that the best way to create shareholder value, separate
and apart from the operating performance of iVoice, is to implement new business
opportunities by distributing shares of spin-offs to the company's shareholders.
The common stock distributions are part of a broader strategy relating to the
transition of iVoice into a company focused on the development and licensing of
proprietary technologies:

     Trey Resources:
     ---------------
     In February 2004, iVoice spun off Trey Resources, which closed on its first
     acquisition in June 2004 by acquiring an operating company with sales of
     over $2 million. Trey subsequently announced a letter of intent to acquire
     an additional company. The successful Trey Resources spin-off demonstrated
     the feasibility of the mechanism and established further opportunities for
     both entities. iVoice shareholders received one share of Trey Resources for
     every 1,793 shares held in iVoice as of Feb. 9, 2004.

                                       16
<PAGE>
     iVoice, Inc:
     ------------
     In March 2004 announced that it has entered into a technology licensing
     agreement with GlynnTech Inc., to serve as its licensing agent for speaking
     product packaging technology.

     iVoice Technology, Inc.
     -----------------------
     On Sept. 7, 2004, iVoice announced the anticipated distribution to the
     company's shareholders all common stock of a newly formed subsidiary,
     iVoice Technology, Inc. This move was designed to unlock the value in
     iVoice's interactive voice recognition (IVR) software technology by
     transferring this technology to an independent public company, iVoice
     Technology, and thereafter distributing the common stock of this subsidiary
     to the company's shareholders. iVoice Technology will initially focus on
     building a business around the IVR technology. Subject to final review by
     the SEC, holders of iVoice common stock will receive shares of iVoice
     Technology common stock on the record date, which has been tentatively set
     as November 1, 2004. The number of shares to be distributed to iVoice
     shareholders has not yet been determined. It is intended that the iVoice
     Technology common stock shares will trade on the NASD OTC Bulletin Board.

     Deep Field Technologies, Inc.
     -----------------------------
     On Sept. 13, 2004 iVoice announced that it intends to distribute to the
     company's shareholders all common stock of a newly formed subsidiary, Deep
     Field Technologies, Inc., as a way to unlock the value in its Unified
     Messaging software technology. Unified Messaging links telephone systems to
     computer networks and allows users wherever they may be to access voice
     mail and retrieve e-mail in a single operation through existing local area
     networks. Subject to final review by the SEC, holders of iVoice common
     stock will receive shares of Deep Field Technologies common stock on the
     record date, which has been tentatively set as November 1, 2004. The
     payment date will be as soon as practicable after the SEC declares the Deep
     Field Technologies SB-2 registration statement effective. Deep Field
     Technologies plans to list its shares on the NASD OTC Bulletin Board. The
     number of shares to be issued to iVoice shareholders has not yet been
     announced.

     Corporate Strategies, Inc.
     --------------------------
     On Sept. 15, 2004 iVoice announced a common stock distribution to
     shareholders of its entire holdings of 7.5 million Class A common stock
     shares of Corporate Strategies, Inc. to the Company's shareholders. iVoice
     has 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 assigned to Cornell Capital Partners LP in May 2005.
     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. Corporate Strategies recorded sales in excess of $1.7 million
     in 2003 and pre-tax income in excess of $130,000. The foregoing description
     of this transaction is qualified in its entirety by reference to the
     Current Report on Form 8-K dated June 25, 2004, which was recently filed
     with the Securities and Exchange Commission. The Board of Directors has
     determined that it will authorize the distribution of the Class A Common
     Stock of Corporation through a special distribution of seventy-five percent
     (75%) of the shares, or 5,625,000 that it presently holds and will retain
     for balance, 1,875,000 shares, for investment.

     SpeechSwitch, Inc.
     ------------------
     On November 5, 2004, announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary SpeechSwitch, Inc. The iVoice board of directors authorized
     management to pursue a strategy designed to unlock the value in the
     Company's

                                       17
<PAGE>
     speech recognition software by spinning it off into a new independent
     public company, SpeechSwitch, Inc. The assets that will become part of
     SpeechSwitch include the Speech SDK, Speech Enabled Auto Attendant, Name
     Dialer, plus two issued patents and two patents pending. Subject to final
     review by the SEC, holders of iVoice common stock will receive shares of
     SpeechSwitch common stock on the record date, which has been tentatively
     set by the iVoice Board of Directors as December 1, 2004. The payment date
     will be as soon as practicable after the U.S. Securities and Exchange
     Commission declares the SpeechSwitch registration statement effective.

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. Additionally, as demonstrated by the
distribution of Trey Resources, Inc. and the intended distribution of each of
the three subsidiaries, iVoice Technology, Inc., Deep Field Technologies, Inc.
and SpeechSwitch, Inc. and Corporate Strategies, Inc., the management of the
Company is continually looking for ways to increase shareholder value.
Therefore, in the coming months, management and the Board of Directors of the
Company will seek out and evaluate a number of strategic alternatives,
including, but not limited to: (i) a reverse stock split, (ii) stock buy-back
program and/or (iii) a cash dividend.

The Company's research & development efforts have produced greater product
reliability and have added features to existing products already available that
we believe make our products highly competitive in the marketplace. We recently
announced a new training adaptation system to our speech recognition engine that
dramatically enhances recognition accuracy.

Provided sufficient funding is obtained, the Company intends to hire additional
personnel in the next twelve months particularly in the sales department.

THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS ENDED JUNE 30, 2004
-----------------------------------------------------------------------------

Revenues are derived primarily from the sale of voice and computerized telephone
systems for small-to-medium sized businesses and corporate departments. Total
revenues for the three months ended June 30, 2005 were $59,624, as compared to
$96,687 for the three months ended June 30, 2004, a decrease of $37,063 or
38.3%. The decrease in sales for the period reflects continued sluggish demand
for the Company's speech recognition telecommunication products as well as
reduced resources devoted to sales and marketing efforts.

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

Gross margin for the three months ended June 30, 2005 was $46,263 or 77.6%, as
compared to $57,302 or 59.3% for the three months ended June 30, 2004. The gross
margin is dependent, in part, on product mix, which fluctuates from time to
time; complexity of a communication system installation which determines
necessary hardware requirements and may not have a proportionate relationship
with the system selling price; and the ability of Company technical personnel to
efficiently configure and install the Company's communications products. The
decrease in gross margin of $11,039 or 18.3% reflects the reduced volume offset
by a greater mix of software sales when compared to the prior year which
provides a greater gross margin %.
                                       18
<PAGE>
Total operating expenses increased $16,028 or 4.4% from $368,303 for the three
months ended June 30, 2004 to $384,331 for the three months ended June 30, 2005.
The increase in operating expenses for the current quarter was principally a
result of a decrease in professional fees of $81,475, amortization expense of
$1,532, insurance expense of $7,925 and research and development expense of
$9,188 offset by a increases in selling expenses of $32,066 and salaries,
payroll and office costs of $84,082 as the company realigns it's resources to
effectuate the spin-off of the three subsidiaries.

The loss from continuing operations for the three months ended June 30, 2005 was
$338,068 compared to $311,001 for the three months ended June 30, 2004, an
increase in the loss of $27,067 or 8.7%

Other income totaling $59,634 for the three months ended June 30, 2005 was
comprised entirely of interest income on cash reserves. Other income of $61,691
for the three months ended June 30, 2004, reflects interest income on cash
reserves of $37,941 and $23,750 in income pursuant to the administrative service
agreement with Trey Resources, Inc.

There were no other expenses for the three months ended June 30, 2005. This
represents a decrease of $148,250 over the three-month period ending June 30,
2004.

Interest expense of $63,459 was incurred for the three-month period ending June
30, 2005 versus $7,706 in the three months ending June 30, 2004, an increase of
$55,753 due to higher outstanding loan and debenture balances in the current
period.

Net loss for the three-month period ending June 30, 2005 was $341,893 as
compared to $405,266 for the first three months of 2004. The decrease in net
loss of $63,373 was a result of the factors discussed above.

SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004
-------------------------------------------------------------------------

Revenues are derived primarily from the sale of voice and computerized telephone
systems for small-to-medium sized businesses and corporate departments. Total
revenues for the six months ended June 30, 2005 were $125,691, as compared to
$195,555 for the six months ended June 30, 2004, a decrease of $69,864 or 35.7%.
The decrease in sales for the period reflects continued sluggish demand for the
Company's speech recognition telecommunication products as well as reduced
resources devoted to sales and marketing efforts.

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

Gross margin for the six months ended June 30, 2005 was $103,597 or 82.4%, as
compared to $116,712 or 59.7% for the six months ended June 30, 2004. The gross
margin is dependent, in part, on product mix, which fluctuates from time to
time; complexity of a communication system installation which determines
necessary hardware requirements and may not have a proportionate relationship
with the system selling price; and the ability of Company technical personnel to
efficiently configure and install the Company's

                                       19
<PAGE>
communications products. The decrease in gross margin of $13,115 or 11.2%
reflects the reduced volume offset by a greater mix of software sales when
compared to the prior year, which provides a greater gross margin %.

Total operating expenses decreased $39,530 or 4.8% from $823,704 for the six
months ended June 30, 2004 to $784,174 for the six months ended June 30, 2005.
The decrease in operating expenses for the current quarter was principally a
result of a decrease in professional fees of $225,343, research and development
expenses of $41,411 and amortization expense of $26,479 offset by a increases in
selling expenses of $7,489 and salaries, payroll and office costs of $246,214 as
the company realigns it's resources to effectuate the spin-off of the three
subsidiaries.

The loss from continuing operations for the six months ended June 30, 2005 was
$680,577 compared to $706,992 for the six months ended June 30, 2004, a decrease
in the loss of $26,415 or 3.7%

Other income totaling $110,825 for the six months ended June 30, 2005 was
comprised entirely of interest income on cash reserves. Other income of $90,982
for the six months ended June 30, 2004, reflects interest income on cash
reserves of $54,630 and $36,352 in income pursuant to the administrative service
agreement with Trey Resources, Inc.

Other expenses for the six months ended June 30, 2005 reflect the write-off of
financing costs of $44,000 comprised of fees, market discounts on stock issued
and drawdown fees charged pursuant to the financing agreement with Cornell
Capital Partners, LP. This represents a decrease of $1,281,750 over the
six-month period ending June 30, 2004, which amounted to $1,325,750.

Interest expense of $94,693 was incurred for the six-month period ending June
30, 2005 versus $16,045 in the six months ending June 30, 2004, an increase of
$78,648 due to higher outstanding loan and debenture balances in the current
period.

The Company incurred costs of $2,131 in six-month period ending June 30, 2004,
related to the spin-off of its wholly owned subsidiary, Trey Resources, Inc.
These costs consist primarily of legal, accounting, printing and reproduction as
well as securities filing fees.

The loss of $24,613 from discontinued operations reflects the operating results
of Trey Resources, Inc., a wholly owned subsidiary that the Company has
distributed to its shareholders in the form of a dividend on February 11, 2004.

Net loss for the six-month period ending June 30, 2005 was $708,445 as compared
to $1,984,549 for the first six months of 2004. The decrease in net loss of
$1,276,104 was a result of the factors discussed above.

As of June 30, 2005, the Company had 5 full-time employees, 1 part-time
consultant and 2 part-time employees for a total of 8 individuals.

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

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<PAGE>
level of resources that we devote to sales and marketing capabilities; (iv)
technological advances; and (v) the activities of competitors.

During the six-month period ending June 30, 2005 and the year ended December 31,
2004, the Company generated sales of $125,691 and $358,375, incurred net losses
of $708,445 and $2,959,888, and had cash flow deficiencies from operating
activities of $448,247 and $1,213,318 respectively. These matters raise
substantial doubt about iVoice's ability to generate cash flows through its
current operating activities sufficient enough that its existence can be
sustained without the need for external financing. 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.

The primary source of financing for iVoice has been through the issuance of
common stock, debt that is convertible into common stock of the Company and
secured promissory notes. On June 30, 2005, iVoice had total liabilities of
$8,847,103, consisting of accounts payable and accrued expenses of $437,079,
notes payable of $7,533,760, deferred revenue of $21,674, and amounts due to
related parties of $854,590. It is anticipated that a substantial portion of the
balance due on our outstanding notes payable which represents advances on the
equity line of credit and promissory notes with Cornell Capital Partners, will
be satisfied by the issuance of shares of Class A common stock. At June 30,
2005, the Company had cash balances on hand of $12,375,346. While we have raised
sufficient working capital to fund our operations for at least the next 24
months, we will need to raise additional capital to fund our future operations.

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

On June 15, 2005, the Company issued a secured promissory note totaling
$5,000,000 payable to Cornell Capital Partners, LP. This note is secured by all
of the Company's assets and the Company's rights under all present and future
authorization, permits, licenses and franchises issued or granted in connection
with their operations. The note is for a term of 2 years from the date of issue
with interest accruing at 12% per annum on any unpaid balance through the note's
maturity date.

During the six months ended June 30, 2005, iVoice had a net increase in cash of
$4,389,603. iVoice's principal sources and uses of funds were as follows:

                                       21
<PAGE>
     CASH USED BY OPERATING ACTIVITIES. iVoice used $448,247 in cash for
operating activities in the six months ended June 30, 2005; a decrease in cash
used of $265,982 compared to $714,229 in cash used for operating activities in
the six months ended June 30, 2004.

     CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES. iVoice provided cash of
$428,090 in cash from investing activities in the six months ended June 30, 2005
a change of $1,192,824 compared to $764,734 in cash used for investing
activities in the six months ended June 30, 2004. In May 2005, 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. In
June 2004, the Company invested $750,000 is Corporate Strategies, Inc in its
common stock and convertible debentures. In May 2005, the Company assigned all
its rights and benefits of its Convertible Debenture with Corporate Strategies,
Inc. to Cornell Capital as partial payment on the current note due.

     CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the six
months ended June 30, 2005 provided a total of $4,409,760 in cash. This total
primarily consisted of net proceeds from the issuance of the secured promissory
note under the financing with Cornell Capital Partners and the partial repayment
of the current loan with the Convertible Debentures of Corporate Strategies,
Inc. Financing activities in the six months ended June 30, 2004 provided a total
of $5,600,990 in cash. This total consisted of $5,650,000 in note payable
proceeds representing advances under the equity line of credit with Cornell
Capital Partners. A total of $1,900,000 of this advance was repaid through the
issuance of common stock. The equity line advance was also offset by the
repayment of related party obligations of $49,010.


ITEM 3.   CONTROLS AND PROCEDURES

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

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Principal Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) under the Exchange
Act) as June 30, 2005. Based upon that evaluation required by paragraph
ss.240.13a-15 or 240.15d-15, the Chief Executive Officer and Principal Financial
Officer concluded that, our disclosure controls and procedures were effective in
timely alerting them to the material information relating to us (or our
consolidated subsidiaries) required to be included in our periodic SEC filings.

CHANGES IN INTERNAL CONTROLS.
-----------------------------

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


                           PART II - OTHER INFORMATION

ITEM 5.   OTHER INORMATION.

          a)   On February 28, 2005, each of the three wholly owned
               subsidiaries, iVoice Technology, Deep Field Technologies and
               SpeechSwitch entered into a Termination Agreement with Cornell
               Capital Partners whereby the previously executed Stock Purchase
               Agreement, the Registration Rights Agreement, Escrow Agreement
               and Irrevocable Transfer Agent Instructions were terminated.
               Additionally, on this same date, each of the three wholly owned
               subsidiaries, iVoice Technology,

                                       22
<PAGE>
               Deep Field Technologies and SpeechSwitch entered into a
               Termination Agreement with Cornell Capital Partners whereby the
               previously executed Standby Equity Distribution Agreement, the
               Registration Rights Agreement, an Escrow Agreement and a
               Placement Agent Agreement were terminated. On this same date,
               each of the subsidiaries entered into a non-binding letter
               agreement with Cornell Capital Partners LLP whereby the parties
               agreed to enter into a Standby Equity Distribution Agreement at
               such time following the date that each of the subsidiary's
               registration statements on Form SB-2, as filed with the
               Securities and Exchange Commission on November 2004, is deemed
               effective by the SEC.

          b)   On February 28, 2005, the Company has agreed to provide a full
               and unconditional guaranty of the payment and performance
               obligations for the iVoice Technology, Deep Field Technology and
               SpeechSwitch subsidiaries, in accordance with the terms of
               secured promissory notes between each of the subsidiaries and the
               holders of the promissory notes, which cannot be discharged,
               except by complete performance of the obligations under the
               securities purchase agreements and the related documents. Under
               the guaranty, if any of the subsidiaries default in payment or
               performance of any of its obligations under the secured
               promissory notes, the Company is required to pay or perform such
               obligations upon two days' written notice or demand by the
               holders of the secured promissory notes and to take an advance or
               advances, as may be necessary, from the Standby Equity
               Distribution Agreement by and between the Company and Cornel
               Capital Partners, LP. Notwithstanding any to the contrary, this
               Guaranty shall be discharged and terminated upon each of the
               subsidiary's registration statements being declared effective by
               the U.S Securities and Exchange Commission.


ITEM 6.   EXHIBITS

          Exhibits:

          10.1   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and iVoice Technology, Inc.
                 terminating the Standby Equity Distribution Agreement, the
                 Registration Rights Agreement, an Escrow Agreement, and a
                 Placement Agent Agreement, all dated August 13, 2004.

          10.2   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and iVoice Technology, Inc.
                 terminating the Securities Purchase Agreement, the Convertible
                 Debentures, the Investor Registration Rights Agreement, an
                 Escrow Agreement and an Irrevocable Transfer Agent
                 Instructions, all dated August 13, 2004.

          10.3   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and Deep Field Technologies, Inc.
                 terminating the Standby Equity Distribution Agreement, the
                 Registration Rights Agreement, an Escrow Agreement, and a
                 Placement Agent Agreement, all dated August 13, 2004.

          10.4   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and Deep Field Technologies, Inc.
                 terminating the Securities Purchase Agreement, the Convertible
                 Debentures, the Investor Registration Rights Agreement,

                                       23
<PAGE>
                 an Escrow Agreement and an Irrevocable Transfer Agent
                 Instructions, all dated August 13, 2004.

          10.5   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and SpeechSwitch, Inc. terminating
                 the Standby Equity Distribution Agreement, the Registration
                 Rights Agreement, an Escrow Agreement, and a Placement Agent
                 Agreement, all dated August 13, 2004.

          10.6   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and SpeechSwitch, Inc. terminating
                 the Securities Purchase Agreement, the Convertible Debentures,
                 the Investor Registration Rights Agreement, an Escrow Agreement
                 and an Irrevocable Transfer Agent Instructions, all dated
                 August 13, 2004.

          10.7   Secured Promissory Note dated February 28. 2005 payable by
                 iVoice Technology, Inc. for the sum of $700,000 payable to
                 Cornell Capital Partners, LP.

          10.8   Security Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and iVoice Technology, Inc.

          10.9   Secured Promissory Note dated February 28. 2005 payable by Deep
                 Field Technologies, Inc. for the sum of $500,000 payable to
                 Cornell Capital Partners, LP.

          10.10  Security Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and Deep Field Technologies, Inc.

          10.11  Secured Promissory Note dated February 28. 2005 payable by
                 SpeechSwitch, Inc. for the sum of $1,000,000 payable to Cornell
                 Capital Partners, LP.

          10.12  Security Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and SpeechSwitch, Inc.

          10.13  Guaranty dated February 28, 2005 by iVoice, Inc. in favor of
                 Cornell Capital Partners, LP.

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

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


                                       24
<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:  July 28, 2005
     ---------------------------------------------------------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer





























                                       25
<PAGE>
                                INDEX OF EXHIBITS

          10.1   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and iVoice Technology, Inc.
                 terminating the Standby Equity Distribution Agreement, the
                 Registration Rights Agreement, an Escrow Agreement, and a
                 Placement Agent Agreement, all dated August 13, 2004.

          10.2   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and iVoice Technology, Inc.
                 terminating the Securities Purchase Agreement, the Convertible
                 Debentures, the Investor Registration Rights Agreement, an
                 Escrow Agreement and an Irrevocable Transfer Agent
                 Instructions, all dated August 13, 2004.

          10.3   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and Deep Field Technologies, Inc.
                 terminating the Standby Equity Distribution Agreement, the
                 Registration Rights Agreement, an Escrow Agreement, and a
                 Placement Agent Agreement, all dated August 13, 2004.

          10.4   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and Deep Field Technologies, Inc.
                 terminating the Securities Purchase Agreement, the Convertible
                 Debentures, the Investor Registration Rights Agreement, an
                 Escrow Agreement and an Irrevocable Transfer Agent
                 Instructions, all dated August 13, 2004.

          10.5   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and SpeechSwitch, Inc. terminating
                 the Standby Equity Distribution Agreement, the Registration
                 Rights Agreement, an Escrow Agreement, and a Placement Agent
                 Agreement, all dated August 13, 2004.

          10.6   Termination Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and SpeechSwitch, Inc. terminating
                 the Securities Purchase Agreement, the Convertible Debentures,
                 the Investor Registration Rights Agreement, an Escrow Agreement
                 and an Irrevocable Transfer Agent Instructions, all dated
                 August 13, 2004.

          10.7   Secured Promissory Note dated February 28. 2005 payable by
                 iVoice Technology, Inc. for the sum of $700,000 payable to
                 Cornell Capital Partners, LP.

          10.8   Security Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and iVoice Technology, Inc.

          10.9   Secured Promissory Note dated February 28. 2005 payable by Deep
                 Field Technologies, Inc. for the sum of $500,000 payable to
                 Cornell Capital Partners, LP.

          10.10  Security Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and Deep Field Technologies, Inc.

          10.11  Secured Promissory Note dated February 28. 2005 payable by
                 SpeechSwitch, Inc. for the sum of $1,000,000 payable to Cornell
                 Capital Partners, LP.

                                       26
<PAGE>

          10.12  Security Agreement dated February 28, 2005 by and between
                 Cornell Capital Partners, LP and SpeechSwitch, Inc.

          10.13  Guaranty dated February 28, 2005 by iVoice, Inc. in favor of
                 Cornell Capital Partners, LP.

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

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


































                                       27