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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2006

                                       OR

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

           For the transition period from ____________ to ____________

Commission file number: 000-229341

                                   iVOICE, INC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

           750 HIGHWAY 34
             MATAWAN, NJ                                            07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

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

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

Securities registered under Section 12(g) of the Exchange Act:
CLASS A COMMON STOCK, NO PAR VALUE PER SHARE

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

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

Number of shares of Class A, common stock,
No par value, outstanding as of November 10, 2006:                 60,524,264
================================================================================
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005



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


                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

     Item 1. Condensed Consolidated Financial Statements (Unaudited)

                 Condensed Consolidated Balance Sheet - September 30, 2006     2

                 Condensed Consolidated Statements of Operations - For
                  the nine months and three months ended September 30,
                  2006 and 2005 (Reclassified)                                 3

                 Condensed Consolidated Statements of Accumulated
                  Other Comprehensive Income (Loss) - for the nine
                  months ended September 30, 2006                              4

                 Condensed Consolidated Statement of Cash Flows -
                  For the nine months ended September 30, 2006 and
                  2005 (Reclassified)                                        5-6

                 Notes to Condensed Consolidated Financial Statements       7-20

     Item 2. Management's Discussion and Analysis or Plan of  Operations   21-31

     Item 3. Controls and Procedures                                       31-32

PART II. OTHER INFORMATION

     Item 6. Exhibits                                                      33

                                       1
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2006
<TABLE><CAPTION>
<S>                                                                         <C>
                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                   $ 10,951,377
Securities available for sale                                                    283,888
Accounts receivables, net of allowance for product returns of $112,347            87,838
Inventory                                                                         48,361
Prepaid expenses and other current assets                                        269,898
                                                                            ------------
        Total current assets                                                  11,641,362
                                                                            ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $212,420              129,687
                                                                            ------------

OTHER ASSETS
Deferred financing costs                                                         115,833
Intangible assets                                                                329,862
Deposits and other assets                                                          8,642
                                                                            ------------
        Total other assets                                                       454,337
                                                                            ------------

TOTAL ASSETS                                                                $ 12,225,386
                                                                            ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                       $    772,988
Due to related parties                                                            81,767
                                                                            ------------
          Total current liabilities                                              854,755
                                                                            ------------

LONG TERM DEBT
Convertible debenture payables, net of discount of $6,332,405                    663,595
Derivative liability on convertible debentures                                 5,723,170
Warrant liability                                                              1,780,655
Notes payable, net of current portion                                             20,000
                                                                            ------------
          Total long term debt                                                 8,187,420
                                                                            ------------

          Total liabilities                                                    9,042,175
                                                                            ------------

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;
  57,727,264 shares issued; 57,724,264 shares outstanding                     24,708,904
Common stock, Class B - $.01 par value; authorized 50,000,000 shares;
  2,204,875 shares issued; 1,623,347 shares outstanding                           16,233
Additional paid-in capital                                                       276,617
Accumulated other comprehensive income                                          (325,385)
Accumulated deficit                                                          (21,464,358)
Treasury stock, 3,000 Class A shares, at cost                                    (28,800)
                                                                            ------------
          Total stockholders' equity                                           3,183,211
                                                                            ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 12,225,386
                                                                            ============
</TABLE>

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

                                       2
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE><CAPTION>
                                                             For the nine months ended          For the three months ended
                                                                  September 30,                        September 30,
                                                          ------------------------------      ------------------------------
                                                              2006              2005              2006              2005
                                                          ------------      ------------      ------------      ------------
                                                                           (Reclassified)                      (Reclassified)
<S>                                                       <C>               <C>               <C>               <C>
SALES, net                                                $    279,355      $      8,922      $    277,242      $        173

COST OF SALES                                                  139,094               627           111,763              --
                                                          ------------      ------------      ------------      ------------

GROSS PROFIT                                                   140,261             8,295           165,479               173
                                                          ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling and marketing expenses                            517,241              --             180,436              --
     General and administrative expenses                     1,193,838           327,842           403,091           186,838
     Amortization of financing costs                           163,646              --              43,438              --
     Depreciation and amortization                              21,161             8,338             7,202             2,684
                                                          ------------      ------------      ------------      ------------
Total selling, general and administrative expenses           1,895,886           336,180           634,167           189,522
                                                          ------------      ------------      ------------      ------------

(LOSS) FROM CONTINUING OPERATIONS                           (1,755,625)         (327,885)         (468,688)         (189,349)
                                                          ------------      ------------      ------------      ------------

OTHER INCOME\(EXPENSE)
     Other income                                              551,391           492,284           178,586           387,641
     Gain on revaluation of derivatives                      1,864,217              --             638,426              --
     Amortization of discount on debt conversion              (575,673)             --            (287,836)             --
     Write-off of financing costs                           (2,751,581)          (84,583)             --             (63,438)
     Interest expense                                         (442,303)         (208,009)         (136,106)         (164,737)
                                                          ------------      ------------      ------------      ------------
Total other income\(expense)                                (1,353,949)          199,692           393,070           159,466
                                                          ------------      ------------      ------------      ------------

(LOSS) FROM CONTINUING OPERATIONS
     BEFORE PROVISION FOR INCOME TAXES                      (3,109,574)         (128,193)          (75,618)          (29,883)

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

NET (LOSS) FROM CONTINUING OPERATIONS                       (3,109,574)         (128,193)          (75,618)          (29,883)

NET (LOSS) FROM DISCONTINUED OPERATIONS                           --            (762,770)             --            (152,635)
                                                          ------------      ------------      ------------      ------------

NET (LOSS) APPLICABLE TO COMMON SHARES                    $ (3,109,574)     $   (890,963)     $    (75,618)     $   (182,518)
                                                          ============      ============      ============      ============

NET (LOSS) PER COMMON SHARE - CONTINUING OPERATIONS
     Basic and diluted                                    $      (0.06)     $      (0.00)     $      (0.00)     $      (0.00)
                                                          ============      ============      ============      ============

NET (LOSS) PER COMMON SHARE - DISCONTINUED OPERATIONS
     Basic and diluted                                    $      (0.00)     $      (0.02)     $      (0.00)     $      (0.00)
                                                          ============      ============      ============      ============

WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic and diluted                                      52,794,470        49,364,099        56,503,756        49,968,016
                                                          ============      ============      ============      ============
</TABLE>

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

                                       3
<PAGE>

                           iVOICE, INC. AND SUBSIDIARY
              CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED OTHER
                    COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006


Balance at January 1, 2006                                           $   13,097

Net unrealized loss for the nine months ended September 30, 2006       (338,482)
                                                                     ----------
Balance at September 30, 2006                                        $ (325,385)
                                                                     ==========






























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

                                       4
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE><CAPTION>
                                                                                          For the nine months ended
                                                                                                 September 30,
                                                                                        ------------------------------
                                                                                            2006              2005
                                                                                        ------------      ------------
                                                                                                         (Reclassified)
<S>                                                                                     <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
   Net  (loss) from continuing operations                                               $ (3,109,574)     $   (128,193)
   Adjustments to reconcile net (loss) to net cash  (used in) operating activities:
   Depreciation and amortization of intangibles                                               21,161             8,338
   Amortization of prepaid finance costs                                                     163,646            84,583
   Amortization of discount on debt conversion                                               575,673              --
   Provision for product returns                                                             112,347              --
   Dividend income of marketable securities                                                     --            (300,846)
   Loss on sales or exchange of marketable securities                                            565             6,250
   Issuance of common stock for services                                                      85,000              --
   Gain on revaluation of derivatives                                                     (1,864,217)             --
   Write off of financing fees                                                             2,751,581              --
   Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable                                           (200,185)              411
       (Increase) in inventory                                                               (48,361)             --
       (Increase) decrease in prepaid expenses and other assets                              (43,741)           12,366
       Increase in accounts payable and accrued liabilities                                  490,892           173,601
       (Decrease) in deferred revenue                                                           --              (9,320)
       Increase in related party accounts                                                     34,423            28,380
                                                                                        ------------      ------------
   Total cash (used in) operating activities from continuing operations                   (1,030,790)         (124,430)
                                                                                        ------------      ------------

   Net loss from discontinued operations                                                        --            (762,770)
   Net effect on cash flow from spin-off of subsidiaries                                        --           1,299,920
                                                                                        ------------      ------------
   Total cash provided by operating activities of discontinued operations                       --             537,150
                                                                                        ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                         (7,216)           (6,014)
   Receipt of marketable securities in settlement of receivables                                --             (64,891)
   Net proceeds from sales of marketable securities                                             --             500,000
   Purchase of intangibles                                                                   (17,835)           (7,980)
   Cash acquired in merger with Thomas Pharmaceuticals, Ltd                                       36              --
                                                                                        ------------      ------------
   Total cash provided by (used in) investing activities from continuing operations          (25,015)          421,115
                                                                                        ------------      ------------

   Adjustment to reconcile total cash provided by investing activities from
       discontinued operations                                                                  --              19,137
                                                                                        ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Prepaid offering and debt issue costs                                                    (108,750)         (507,500)
   Gross proceeds from debt financing                                                      1,250,000         5,000,000
   Repayments of debt financing                                                             (136,000)         (522,740)
                                                                                        ------------      ------------
   Total cash provided by financing activities from continuing operations                  1,005,250         3,969,760
                                                                                        ------------      ------------

   Adjustment to reconcile total cash (used in) financing activities of
       discontinued operations                                                                  --          (1,760,000)
                                                                                        ------------      ------------

NET INCREASE  (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (50,555)        3,062,732
</TABLE>
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

                                       5
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)(CONTINUED)
<TABLE><CAPTION>
                                                                         For the nine months ended
                                                                               September 30,
                                                                       -----------------------------
                                                                           2006             2005
                                                                       ------------     ------------
                                                                                       (Reclassified)
<S>                                                                      <C>               <C>
CASH AND EQUIVALENTS - BEGINNING OF PERIOD Continuing operations         11,001,932        6,763,346
                                                                       ------------     ------------
CASH AND EQUIVALENTS - BEGINNING OF PERIOD Discontinued operations             --          1,222,397
                                                                       ------------     ------------

CASH AND EQUIVALENTS - END OF PERIOD Continuing operations             $ 10,951,377     $ 11,048,475
                                                                       ============     ============
CASH AND EQUIVALENTS - END OF PERIOD Discontinued operations           $       --       $       --
                                                                       ============     ============

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

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

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

a)   During the nine months ended September 30, 2006, the Company issued
     2,819,580 shares of Class A common stock to Cornell Capital Partners as
     repayment of principal on an outstanding convertible debenture, valued at
     $165,886.

b)   On June 7, 2005, the Company issued 1,000,000 shares of Class A common
     stock for public relations services at a value of $85,000.

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

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

d)   During the nine months ended September 30, 2006, the Company converted
     47,167 shares of Class B Common into 3,930,690 shares of Class A Common,
     pursuant to the provisions of Class B common stock.

For the nine months ended September 30, 2005:
---------------------------------------------

a)   On January 11, 2005, the Company issued 519,202 (103,840,499 pre reverse
     split) 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 were not issued until 2005.

b)   On April 5, 2005, the Company issued 150,000 (30,000,000 pre reverse split)
     shares of Class A common stock for legal services related to the
     application for patents valued at $13,500.

c)   During the nine months ended September 30, 2005, the Company issued
     3,580,000 (716,000,000 pre reverse split) shares of Class A common stock to
     Jerome Mahoney on conversion of 43,666 shares of Class B common stock
     pursuant to the terms of his promissory note.

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

                                       6
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation
     ---------------------
     The accompanying unaudited condensed consolidated financial statements
     include the accounts of iVoice, Inc. (the "Company" or "iVoice"), and its
     wholly owned subsidiaries. These condensed consolidated financial
     statements have been prepared in accordance with accounting principles
     generally accepted in the United States for interim financial information
     and with the instructions to Form 10-QSB and Regulation S-B. Accordingly,
     they do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management, all adjustments (consisting only of normal
     recurring adjustments) considered necessary for a fair presentation have
     been included. It is suggested that these condensed consolidated financial
     statements be read in conjunction with the December 31, 2005 audited
     financial statements and the accompanying notes thereto.

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

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

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

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

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

     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, Deep Field and SpeechSwitch (the "Spin-off"). 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 were entitled to
     receive the special dividend. The special dividend was distributed on
     August 5, 2005. Holders of iVoice Class A Common Stock, other than
     affiliates of iVoice, received 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 held. Holders of
     less than

                                       7
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     988 shares of iVoice common stock received one share of iVoice Technology,
     Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. Class A common
     stock. 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.

     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.

     As part of the Spin-off, the Company transferred certain of its assets and
     related liabilities to iVoice Technology, Deep Field and SpeechSwitch
     immediately prior to the distribution. The consolidated financial
     statements for the year ended December 31, 2005 include reclassifications
     of the operations of the subsidiaries to reflect the disposal of the three
     businesses. In addition, the consolidated financial statements for the year
     ended December 31, 2004 reflect the reclassification of the operations to
     below the line as discontinued operations in accordance with the provisions
     of Statements of Financial Accounting Standards (FAS) 144, "Accounting for
     the Impairment or Disposal of Long Lived Assets". In May 2005, we formed a
     new wholly owned subsidiary, iVoice Acquisition Corporation in the State of
     New Jersey. This subsidiary would be used in the future for an acquisition
     made by us.

     On January 6, 2006, iVoice, Inc. (the "Company") entered into an Agreement
     and Plan of Merger (the "Agreement") with Thomas Pharmaceuticals, Ltd.
     (f/k/a iVoice Acquisition Corp.), a New Jersey corporation ("Thomas NJ"), a
     wholly owned subsidiary of the Company, Thomas Pharmaceuticals Ltd., a New
     York corporation ("Thomas NY"), Farris M. Thomas, Jr., an individual
     ("Thomas"), John E. Lucas, an individual ("Lucas") Richard C. Brogle,
     ("Brogle"), Nina Schwalbe, an individual, "Schwalbe"), John H. Kirkwood, an
     individual ("Kirkwood"), and Maureen Gillespie, an individual ("Gillespie")
     (Brogle, Schwalbe, Kirkwood, Gillespie, Thomas and Lucas are collectively
     as the "Shareholders"). Under the terms of the Agreement, Thomas NY merged
     into a wholly owned subsidiary of the Company, Thomas NJ. The Shareholders
     of Thomas NY exchanged all of their common stock shares of Thomas NY for
     500,000 Thomas NJ Series A Convertible Preferred Stock ("Series A Preferred
     Stock") shares. The Series A Preferred Stock shareholders can elect to have
     the Company spin-off Thomas NJ from iVoice. The Company can elect to
     spin-off Thomas NJ from iVoice anytime after the first anniversary of the
     merger of Thomas NY into Thomas NJ.

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

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

     Based on the Company's interpretation of Regulation S-X, the Company does
     not consider Thomas

                                       8
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     Pharmaceuticals to be a material acquisition and, as such, is exempt from
     reporting pro forma information for the nine months ending September 30,
     2006.

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

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

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

     Principles of Consolidation
     ---------------------------
     The accompanying consolidated financial statements include the accounts of
     the Company and its subsidiaries Thomas Pharmaceuticals Ltd (formerly
     iVoice Acquisition Corp) and iVoice Innovations Inc. On August 5, 2005,
     iVoice Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch,
     Inc. were distributed to iVoice shareholders through Spin-off transactions.
     The Statements of Operations and Cash Flows for the nine months and three
     months ended September 30, 2005 have also been reclassified to reflect
     iVoice Technology, Deep Field Technologies and SpeechSwitch as discontinued
     operations. All significant inter-company transactions and balances have
     been eliminated in consolidation.

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

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

                                       9
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     Cash and Cash Equivalents
     -------------------------
     The Company considers all highly liquid investments purchased with original
     maturities of three months or less to be cash equivalents. The Company had
     cash equivalents at September 30, 2006 which represent investments in
     Triple A credit rated money market funds that have 7 day auction rates
     competitive with current market conditions.

     The Company maintains cash balances at various financial institutions that
     are insured by the Federal Deposit Insurance Corporation up to $100,000.
     The Company has $10,822,332 in uninsured cash balances at September 30,
     2006.

     Revenue Recognition
     -------------------
     The Company obtains its income primarily from the sales of over-the-counter
     non-prescription healthcare products to wholesalers and distributors and
     from the sales or licensing of its patents and patent applications.
     Revenues for our healthcare products are recorded upon delivery to the
     outlets and the company generally offers an open return policy for unsold
     product. Revenues for the sales of our patents are recorded upon transfer
     of title. The patent revenues are reported net of any broker fees or
     commissions.

     Product Returns
     ---------------
     Because of the short operating history related to the sales of
     over-the-counter non-prescription healthcare products to wholesalers and
     distributors, the Company cannot estimate the amount for a provision for
     product returns. Therefore the provision was based on the balance of
     uncollected receivables at the end of the period.

     Advertising Costs
     -----------------
     Advertising costs are expensed as incurred and are included in general and
     administrative expenses. For the nine months ended September 30, 2006 and
     2005, the Company incurred $326,837 and $0, respectively, in advertising
     costs.

     Marketable Securities
     ---------------------
     The Company has evaluated its investment policies consistent with FAS No.
     115, Accounting for Certain Investments in Debt and Equity Securities, and
     determined that all of its investment securities are to be classified as
     available-for-sale. Available-for-sale securities are carried at fair
     value, with the unrealized gains and losses reported in Stockholders'
     Equity under the caption "Accumulated Other Comprehensive Income (Loss)".

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

     Intangible Assets
     -----------------
     Intangible assets represent costs incurred for trademarks, patents and
     patent applications and are amortized over twenty years on a straight-line
     basis. Identified intangible assets are regularly reviewed

                                       10
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     to determine whether facts and circumstances exist which indicate that the
     useful life is shorter than originally estimated or the carrying amount of
     assets may not be recoverable. The Company assesses the recoverability of
     its identifiable intangible assets by comparing the projected discounted
     net cash flows associated with the related asset or group of assets over
     their remaining lives against their respective carrying amounts.
     Impairment, if any, is based on the excess of the carrying amount over the
     fair value of those assets.

     Loss Per Share
     --------------
     FAS No. 128, "Earnings Per Share" requires presentation of basic earnings
     per share ("basic EPS") and diluted earnings per share ("diluted EPS").

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

     The shares used in the computations are as follows:

<TABLE><CAPTION>
                                             For the nine month ended      For the three month ended
                                                    September 30,                 September 30,
                                             -------------------------     -------------------------
                                                2006           2005           2006           2005
                                             ----------     ----------     ----------     ----------
<S>                                          <C>            <C>            <C>            <C>
          Basic and Diluted EPS Purposes     52,794,470     49,364,099     56,503,756     49,968,016
                                             ==========     ==========     ==========     ==========
</TABLE>

     The Company had common stock equivalents of 165,280,167 and 4,991 (post
     reverse split) at September 30, 2006 and 2005, respectively.

     Reclassification of financial statements
     ----------------------------------------
     The Company has reclassified certain accounts in the statements of
     operations and statements of cash flows for the nine months and three
     months ended September 30, 2005 to reflect the Spin-off of the three wholly
     owned subsidiaries, iVoice Technology, Inc., Deep Field Technologies, Inc.
     and SpeechSwitch, Inc. The statements reflect the reclassification of these
     operations to below the line as discontinued operations in accordance with
     the provisions of FAS No. 144, "Accounting for the Impairment or Disposal
     of Long Lived Assets". There has been no effect on net (loss) for the nine
     months or three months ended September 30, 2005.

     Derivative Liabilities
     ----------------------
     During April 2003, the Financial Accounting Standards Board issued SFAS
     149, "Amendment of Statement 133 on Derivative Instruments and Hedging
     Activities." SFAS 149 amends and clarifies accounting for derivative
     instruments, including certain derivative instruments embedded in other
     contracts, and for hedging activities under SFAS 133, "Accounting for
     Derivative Instruments and Hedging Activities." The statement requires that
     contracts with comparable characteristics be accounted for similarly and
     clarifies when a derivative contains a financing component that warrants
     special reporting in the statement of cash flows. SFAS 149 is effective for
     contracts entered into or modified after June 30, 2003, except in certain
     circumstances, and for hedging relationships designated after June

                                       11
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     30, 2003. The financial statements for the nine months ended September 30,
     2006 include the recognition of the derivative liability on the underlying
     securities issuable upon conversion of the Cornell Convertible Debentures.

     Recent Accounting Pronouncements
     --------------------------------
     In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
     Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
     140." SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation
     Issue No. D1, "Application of Statement 133 to Beneficial Interests in
     Securitized Financial Assets," and permits fair value remeasurement for any
     hybrid financial instrument that contains an embedded derivative that
     otherwise would require bifurcation, clarifies which interest-only strips
     and principal-only strips are not subject to the requirements of SFAS No.
     133, establishes a requirement to evaluate interests in securitized
     financial assets to identify interests that are freestanding derivatives or
     that are hybrid financial instruments that contain an embedded derivative
     requiring bifurcation, clarifies that concentrations of credit risk in the
     form of subordination are not embedded derivatives and amends SFAS No. 140
     to eliminate the prohibition on a qualifying special-purpose entity from
     holding a derivative financial instrument that pertains to a beneficial
     interest other than another derivative financial instrument. SFAS No. 155
     is effective for all financial instruments acquired or issued after the
     beginning of the first fiscal year that begins after September 15, 2006.
     The Company is currently evaluating the effect the adoption of SFAS No. 155
     will have on its financial position, results of operations, and cash flows.

     In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
     Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156
     requires an entity to recognize a servicing asset or liability each time it
     undertakes an obligation to service a financial asset by entering into a
     servicing contract under a transfer of the servicer's financial assets that
     meets the requirements for sale accounting, a transfer of the servicer's
     financial assets to a qualified special-purpose entity in a guaranteed
     mortgage securitization in which the transferor retains all of the
     resulting securities and classifies them as either available-for-sale or
     trading securities in accordance with SFAS No. 115, "Accounting for Certain
     Investments in Debt and Equity Securities" and an acquisition or assumption
     of an obligation to service a financial asset that does not relate to
     financial assets of the servicer or its consolidated affiliates.
     Additionally, SFAS No. 156 requires all separately recognized servicing
     assets and servicing liabilities to be initially measured at fair value,
     permits an entity to choose either the use of an amortization or fair value
     method for subsequent measurements, permits at initial adoption a one-time
     reclassification of available-for-sale securities to trading securities by
     entities with recognized servicing rights and requires separate
     presentation of servicing assets and liabilities subsequently measured at
     fair value and additional disclosures for all separately recognized
     servicing assets and liabilities. SFAS No. 156 is effective for
     transactions entered into after the beginning of the first fiscal year that
     begins after September 15, 2006. The Company is currently evaluating the
     effect the adoption of SFAS No. 156 will have on its financial position,
     results of operations, and cash flows.

     In September 2006, The Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
     Measurement" ("SFAS No. 157"). This standard provides guidance for using
     fair value to measure assets and liabilities. SFAS No. 157 applies whenever
     other standards require (or permit) assets or liabilities to be measured at
     fair value but does not expand the use of fair value in any new
     circumstances. Prior to SFAS No. 157, the methods for measuring fair

                                       12
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     value were diverse and inconsistent, especially for items that are not
     actively traded. The standard clarifies that for items that are not
     actively traded, such as certain kinds of derivatives, fair value should
     reflect the price in a transaction with a market participant, including an
     adjustment for risk, not just the company's mark-to-model value. SFAS No.
     157 also requires expanded disclosure of the effect on earnings for items
     measured using unobservable data. SFAS No. 157 is effective for financial
     statements issued for fiscal years beginning after November 15, 2007, and
     interim periods within those fiscal years. The Company is currently
     evaluating the impact of this statement on its financial statements and
     expects to adopt SFAS No.157 on December 31, 2007.

     In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
     Defined Benefit Pension and Other Postretirement Plans -- An Amendment of
     FASB Statements No. 87, 88, 106, and 132R." This standard requires an
     employer to: (a) recognize in its statement of financial position an asset
     for a plan's overfunded status or a liability for a plan's underfunded
     status; (b) measure a plan's assets and its obligations that determine its
     funded status as of the end of the employer's fiscal year (with limited
     exceptions); and (c) recognize changes in the funded status of a defined
     benefit postretirement plan in the year in which the changes occur. Those
     changes will be reported in comprehensive income. The requirement to
     recognize the funded status of a benefit plan and the disclosure
     requirements are effective as of the end of the fiscal year ending after
     December 15, 2006. The requirement to measure plan assets and benefit
     obligations as of the date of the employer's fiscal year-end statement of
     financial position is effective for fiscal years ending after December 15,
     2008. The adoption of FAS 158 is not anticipated to have a material impact
     on the Company's financial position or results of operations.

NOTE 2 - SECURITIES AVAILABLE FOR SALE

     On June 24, 2004, iVoice had invested $750,000 in Corporate Strategies in
     the form of 7.5 million shares of Class A Common Stock and a $500,000 5%
     secured convertible debenture, which was 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.

     On May 16, 2005, the Company terminated its administrative services
     agreement with Trey and the Company agreed to accept the assignment of 10
     million shares of Laser Energetics Class A Common Stock as settlement of
     all Administrative Fees owed by Trey. The value of the exchanged securities
     was determined to be $64,891.

     On August 30, 2005, iVoice received a special dividend from Corporate
     Strategies in the form of 4,408 shares Series A Convertible Preferred Stock
     of Health Express USA, Inc with a market value of $300,846, based on the
     current trading price on the underlying common stock. On October 13, 2005,
     iVoice received an additional 3 shares Series A Convertible Preferred Stock
     of Health Express USA, Inc with a market value of $351. Each of these
     shares is convertible in 19,500 shares of Health Express USA common stock
     one year from the issue date.

     On August 31, 2005, following the reverse merger of Corporate Strategies
     into NuWave Technologies, Inc., the Company received 3,750,000 shares of
     NuWave Technologies Common Stock in exchange for the 7,500,000 shares of
     Corporate Strategies Class A Common Stock. The

                                       13
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     market value of NuWave on the date of transfer was $243,750 as compared to
     the carrying value of $250,000 for our Corporate Strategies stock,
     therefore the value was written down by $6,250. Subsequent to the merger
     with NuWave Technologies, the company changed their name to Emerge Capital
     Corp. During the nine months ended September 30, 2006, we sold 30,000
     shares of Emerge Capital common stock in the market for net proceeds of
     $1,386 and realized a loss of $564.

     As of September 30, 2006, the aggregate value of the Securities Available
     for Sale was $283,888. The gross unrealized loss on marketable securities
     at September 30, 2006 was $325,385.

NOTE 3 - GOODWILL AND INTANGIBLES

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

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

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

     All capitalized intangibles have been reviewed for impairment at September
     30, 2006. In doing so, management has determined that no write-down for
     impairment is required.

     At September 30, 2006, intangible assets totaled $329,862 net of
     accumulated amortization of $5,854.

NOTE 4  - NOTES PAYABLE/CONVERTIBLE DEBENTURES

     On May 11, 2006 the Company issued to Cornell a $503,776 secured
     convertible debenture due on May 11, 2008 bearing interest of 7.5%. This
     debenture replaced a promissory note with a principal balance of $333,760
     and $170,016 of accrued interest due to Cornell from May 25, 2004. As of
     September 30, 2006 the remaining principal balance of the convertible
     debenture was $503,776 plus $14,903 of accrued interest.

     On May 11, 2006 the Company issued to Cornell a $5,544,110 secured
     convertible debenture due on May 11, 2008 bearing interest of 7.5%. This
     debenture replaced a promissory note with a principal

                                       14
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     balance of $5,000,000 and $544,110 of accrued interest due to Cornell from
     June 15, 2005. As of September 30, 2006, the unpaid principal balance on
     the secured convertible debenture is $5,544,110 plus accrued interest of
     $164,013.

     On May 25, 2006, the Company issued to Cornell a $1,250,000 secured
     convertible debenture due on May 25, 2008 bearing interest of 7.5% per
     annum pursuant to a Securities Purchase Agreement entered into between us
     and Cornell. During the nine months ended September 30, 2006, we issued
     2,819,580 shares of Class A common stock as repayment of principal of
     $165,886. On August 3, 2006, we repaid $136,000 of principal using the
     proceeds of the sales of patents to Lamson Holdings LLC. As of September
     30, 2006, the unpaid principal balance on the secured convertible debenture
     is $948,114 plus accrued interest of $28,429.

     The aggregate principal value of these three debentures of $6,996,000. This
     amount is shown net of the unamortized portion of the discount on
     conversion of $6,332,405. This discount is being amortized over the life of
     the debenture and is being recorded as a charge to Amortization of discount
     on debt conversion on the statement of operations.

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

     As part of the merger with Thomas Pharmaceuticals Ltd, the Company assumed
     a $20,000 promissory note due to Jana M. Wesley which bears interest at the
     rate of 5% per annum, compounded annually. The promissory note matures on
     January 19, 2009 with a lump sum payment due of any remaining principal and
     interest. As of September 30, 2006, the unpaid balance on the promissory
     note is $20,000 plus accrued interest of $1,731.

NOTE 5 - DERIVATIVE LIABILITY

     In accordance with SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
     HEDGING ACTIVITIES" and EITF 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL
     INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A COMPANY'S OWN STOCK",
     the conversion feature associated with the Cornell Secured Convertible
     Debentures represents embedded derivatives. As such, the Company had
     recognized embedded derivatives in the amount of $6,908,078 as a liability
     in the accompanying condensed consolidated balance sheet, and it is now
     measured at its estimated fair value of $5,723,170. The estimated fair
     value of the embedded derivative has been calculated based on a
     Black-Scholes pricing model using the following assumptions:

             Fair market value of stock         $  0.070
             Exercise price                     $  0.063
             Dividend yield                        0.00%

                                       15
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

             Risk free interest rate               5.47%
             Expected volatility                 163.42%
             Expected life                     1.67 Years


NOTE 6 - DUE TO RELATED PARTIES

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

     During the period from June 2000 to April 2002, Jerome R. Mahoney,
     President and Chief Executive Officer of the Company has sold personal
     holdings of the Company's Class A common shares and has loaned the proceeds
     of these sales to the Company to fund its working capital requirements. The
     Company has executed a promissory note and Security Agreement in favor of
     Mr. Mahoney, which accrues interest at 9.5% per year on the unpaid balance.

     On August 13, 2002, the board of directors approved amendments to the
     Promissory Note payable to Mr. Mahoney for monies loaned to the Company
     from the proceeds of stock sales of personal holdings of iVoice Class A
     common stock, unpaid compensation, income taxes incurred from the sale of
     Company stock and unreimbursed expenses. The change allows for the
     conversion of amounts due under the Promissory Note into either (i) one
     Class B common stock share of iVoice, Inc., $.01 par value, for each dollar
     owed, or (ii) the number of Class A common stock shares of iVoice, Inc.
     calculated by dividing (x) the sum of the principal and interest that the
     Note holder has decided to prepay by (y) fifty percent (50%) of the lowest
     issue price of Series A common stock since the first advance of funds under
     this Note, whichever the Note holder chooses, or (iii) payment of the
     principal of this Note, before any repayment of interest. The Board of
     Directors of the Company maintains control over the issuance of shares and
     may decline the request for conversion of the repayment into shares of the
     Company.

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

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

     As of September 30, 2006, the remaining outstanding balance owed to Mr.
     Mahoney amounted to $81,767.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

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

     On November 15, 2004, the Company amended the employment agreement with
     Jerome Mahoney

                                       16
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

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

     In conjunction with the Spin-off, iVoice Technology, Deep Field Technology
     and SpeechSwitch have entered into temporary administrative services
     agreements 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.

























                                       17
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

NOTE 8 - COMMON STOCK

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

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

     a)   Preferred Stock
          ---------------

          Preferred Stock consists of 1,000,000 shares of authorized preferred
          stock with $1.00 par value. As of September 30, 2006, no shares were
          issued or outstanding.

     b)   Class A Common Stock
          --------------------

          Following the reverse split on April 27, 2006, the Class A common
          stock consists of the following: 10,000,000,000 shares of authorized
          common stock with no par value, 49,980,994 shares were issued and
          49,973,994 shares were outstanding.

          Each holder of Class A common stock is entitled to one vote for each
          share held of record. Holders of our Class A common stock have no
          preemptive, subscription, conversion, or redemption rights. Upon
          liquidation, dissolution or winding-up, the holders of Class A common
          stock are entitled to receive our net assets pro rata. Each holder of
          Class A common stock is entitled to receive ratably any dividends
          declared by our board of directors out of funds legally available for
          the payment of dividends. The Company has not paid any dividends on
          its common stock and management does not contemplate doing so in the
          foreseeable future. The Company anticipates that any earnings
          generated from operations will be used to finance growth.

          As of September 30, 2006, there are 57,727,264 shares issued and
          57,724,264 shares outstanding.


                                       18
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

     c)   Class B Common Stock
          --------------------

          Class B Common Stock consists of 50,000,000 shares of authorized
          common stock with $.01 par value. Each share of Class B common stock
          is convertible into Class A common stock calculated by dividing the
          number of Class B shares being converted by fifty percent (50%) of the
          lowest price that the Company had previously issued its Class A common
          stock since the Class B shares were issued. Each holder of Class B
          common stock has voting rights equal to the number of Class A shares
          that would be issued upon the conversion of the Class B shares, had
          all of the outstanding Class B shares been converted on the record
          date used for purposes of determining which shareholders would vote.
          Holders of Class B common stock are entitled to receive dividends in
          the same proportion as the Class B common stock conversion and voting
          rights have to Class A common stock. Jerome R. Mahoney is the sole
          owner of the Class B common stock. From May 2, 2000 until August 24,
          2006, Mr. Mahoney has converted 581,528 shares of Class B common stock
          into approximately 17,760,000 shares of Class A common stock. As of
          September 30, 2006, there are 2,204,875 shares of Class B common stock
          issued and 1,623,347 shares outstanding.

          Pursuant to the conversion terms of the Class B Common stock, as of
          September 30, 2006, the 1,623,347 outstanding shares of Class B common
          stock are convertible into 135,278,917 shares of Class A common stock.

NOTE 9 - ACQUISTIONS & MERGERS

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

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

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

          On August 9, 2006, iVoice, Inc. entered into a Stock Purchase
          Agreement by and among Thomas Pharmaceutical Acquisition Corp ("TPA"),
          a Delaware corporation and Thomas Pharmaceuticals, Ltd ("TPL"), a New
          Jersey corporation, a wholly owned subsidiary of iVoice, Inc., whereby
          TPA agreed to purchase all the TPL securities held by iVoice. These
          securities include the Class A common stock, Series B Convertible
          Preferred Stock, Secured Convertible Debentures and Administrative
          Service Convertible Debenture for $1,235,100, plus a 25% premium
          ($308,775) and accrued interest and interest and dividends accrued
          under the terms of such securities through the Closing Date. The
          closing will occur when TPA secures financing to consummate the
          transaction. However, iVoice may terminate

                                       19
<PAGE>

                          iVOICE, INC. AND SUBSIDIARIES
      NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2006

          this Stock Purchase Agreement should this transaction not be completed
          by October 31, 2006. As of the date of this filing, the Company has
          not terminated this agreement.


NOTE 10 - SUBSEQUENT EVENTS

          On October 18, 2006, the Company issued 2,800,000 shares of Class A
          common stock for repayment of legal services provided in a previous
          period, valued at $33,600.























                                       20
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

           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.

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

RECLASSIFICATION OF FINANCIAL STATEMENTS

           The Company has reclassified certain accounts in the statements of
operations and statements of cash flows for the nine months and three months
ended September 30, 2005, to reflect the Spin-off of the three wholly owned
subsidiaries, iVoice Technology, Inc., Deep Field Technologies, Inc. and
SpeechSwitch, Inc. The statements reflect the reclassification of these
operations to below the line as discontinued operations in accordance with the
provisions of FASB 144, "Accounting for the Impairment or Disposal of Long Lived
Assets". There has been no effect on net (loss) for the nine-month or
three-month periods ended September 30, 2005

PLAN OF OPERATION.

           To date, iVoice has incurred substantial losses and does not produce
enough cash from operations to cover its operating cash requirements. 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.

           iVoice has determined that the best way to create shareholder value,
separate and apart from the operating performance of iVoice, is by spinning off
and distributing shares of its wholly owned subsidiaries in the form of a
special dividend 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.

      DIVIDENDS / SPIN-OFFS:

>>   Trey Resources:
     ---------------
     In February 2004, our shareholders received one share of Trey Resources for
     every 1,793 of our shares held by such shareholder. The successful Trey
     Resources spin-off demonstrated the feasibility of the mechanism and
     established further opportunities for both entities. Trey Resources closed
     on its first acquisition in June 2004 by acquiring an operating company
     with sales of over $2 million. Since that time, Trey has acquired two
     companies, hired the management of a third company, and grown from no sales
     to revenues at a current operating rate of nearly $4 million per annum.

                                       21
<PAGE>

>>   iVoice Technology, Inc.
     -----------------------
     On Sept. 7, 2004, iVoice announced the distribution to the Company's
     shareholders of 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. iVoice completed the spin-off of
     iVoice Technology and the distribution of iVoice Technology common stock to
     iVoice shareholders in the form of a special dividend in August 2005.

>>   Deep Field Technologies, Inc.
     -----------------------------
     On Sept. 13, 2004, iVoice announced the distribution 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.
     iVoice completed the spin-off of Deep Field Technologies and the
     distribution of Deep Field Technologies common stock to iVoice shareholders
     in the form of a special dividend in August 2005.

>>   Emerge Capital Corp (f/k/a Corporate Strategies, Inc.)
     ------------------------------------------------------
     On September 15, 2004, we announced a common stock distribution of our
     entire holdings of 7.5 million Class A common stock shares of Corporate
     Strategies, Inc. to our shareholders. We had invested $750,000 in Corporate
     Strategies in the form of 7.5 million shares of Class A common stock and a
     $500,000 5% secured convertible debenture, which was assigned to Cornell
     Capital Partners LP in May 2005, with compensation equal to the full
     principal balance and accrued interest of the debenture. 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. On August 31, 2005,
     Corporate Strategies merged with NuWave Technologies Inc and concurrent
     with the merger Corporate Strategies recalled their 7.5 million shares and
     reissued 3.75 million shares of NuWave Technologies. Subsequent to the
     merger with NuWave Technologies, the company changed their name to Emerge
     Capital Corp. The Board of Directors has authorized the distribution of the
     Class A Common Stock of Emerge Capital Corp through a special distribution
     of seventy-five percent (75%) of the shares, or 2,812,500 shares that it
     presently holds and will retain the balance, 937,500 shares, for
     investment. This distribution is pending SEC review and effectiveness of
     the registration of the shares to be distributed under the Securities Act.
     We have not set a record date with respect to the distribution of our
     shares of Emerge Capital Corp common stock (the "EMCG Shares"). We will
     distribute the EMCG Shares once the registration statement for the EMCG
     Shares, which was filed by Emerge Capital Corp. with the SEC on June 26,
     2006, is declared effective. Once such registration statement is declared
     effective by the SEC, we will set a record date for the distribution of the
     EMCG Shares. Consequently, those investors who purchase our securities
     which are being offered pursuant to this prospectus prior to the effective
     date will hold an ownership interest in Emerge Capital Corp and its
     business operations.

                                       22
<PAGE>

>>   SpeechSwitch, Inc.
     ------------------
     On November 5, 2004, announced the distribution 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 speech
     recognition software by spinning it off into a new independent public
     company, SpeechSwitch, Inc. iVoice completed the spin-off of SpeechSwitch
     and the distribution of SpeechSwitch common stock to iVoice shareholders in
     the form of a special dividend in August 2005. 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.

     Trey Resources, Inc., iVoice Technology, Inc., Deep Fields Technologies,
     Inc. and SpeechSwitch, Inc. have all been spun off from us, are no longer
     our subsidiaries and are all currently independent stand-alone companies.
     Investors will not hold an ownership interest in any of these companies.

PATENTS AND TRADEMARKS:

     To date we have filed fifteen patent applications with the United States
     Patent and Trademark Office for speech enabled applications that we have
     developed internally. Of the patents applications we have filed, three (3)
     patents have been awarded.

>>   Our first patent, for our Speech-Enabled Automatic Telephone Dialer, was
     issued in May 2003. This invention is a speech enabled automatic telephone
     dialer device system that uses a spoken name that corresponds to the name
     and telephone number data of computer-based address book programs. The
     Speech Enabled Name Dialer imports all of the names and telephone numbers
     from your existing Microsoft Outlook, ACT, Gold Mine or other contact
     management software and can automatically connect you with anyone you ask
     for. You simply pick up the phone, tell the Name Dialer the name of the
     person you want to contact, and the Name Dialer finds the telephone number
     and dials for you.

>>   Our second patent for our Speech-Enabled Automatic Telephone Dialer without
     the need for a Private Branch Exchange (PBX) was issued in December 2003.
     This patent is similar to our first patent however; the PBX requirement is
     circumvented through the use of software.

>>   Our third patent for Speech Enabled Voice Activated/Voice Responsive Item
     Locator was issued in October 2004.

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

                                       23
<PAGE>

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

Licensing of Patents:
---------------------

     In March 2004, we announced that we had entered into a technology licensing
     agreement with GlynnTech Inc., to serve as its licensing agent for speaking
     product packaging technology.

     GlynnTech Inc. has been involved in the licensing of a variety of
     technologies for more than thirty years. Besides representing such diverse
     successful products as the SuperSoaker(R) Watergun and the RotoWrench(R),
     Glynn has successfully licensed or sold more than thirty four patents in
     the field of containers and packaging. Glynn stated that the speaking
     product packaging could eventually become a widespread method of using many
     consumer products.

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

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

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

ACQUISITIONS & MERGERS:

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

                                       24
<PAGE>

     Merger with Thomas Pharmaceuticals Ltd.:
     ----------------------------------------
     On January 6, 2006, we entered into an Agreement and Plan of Merger (the
     "Agreement") with Thomas Pharmaceuticals, Ltd. (f/k/a iVoice Acquisition
     Corp.), a New Jersey corporation ("Thomas NJ"), our wholly owned
     subsidiary, Thomas Pharmaceuticals Ltd., a New York corporation ("Thomas
     NY"), Farris M. Thomas, Jr., an individual ("Thomas"), John E. Lucas, an
     individual ("Lucas") Richard C. Brogle, ("Brogle"), Nina Schwalbe, an
     individual, "Schwalbe"), John H. Kirkwood, an individual ("Kirkwood"), and
     Maureen Gillespie, an individual ("Gillespie") (Brogle, Schwalbe, Kirkwood,
     Gillespie, Thomas and Lucas are collectively as the "Thomas Shareholders").
     Under the terms of the Agreement, Thomas NY merged into our wholly owned
     subsidiary, Thomas NJ. The Thomas Shareholders of Thomas NY exchanged all
     of their common stock shares of Thomas NY for 500,000 Thomas NJ Series A
     Convertible Preferred Stock ("Series A Preferred Stock") shares. The Series
     A Preferred Stock shareholders can elect to have us spin-off Thomas NJ. We
     can elect to spin-off Thomas NJ anytime after the first anniversary of the
     merger of Thomas NY into Thomas NJ. The following additional documents
     and/or transactions were completed as part of the Agreement:

     We purchased $325,000 of Thomas NJ Series B Convertible Preferred Stock
     ("Series B Preferred Stock"), a $360,000 10% Secured Convertible Debenture
     issued by Thomas NJ (the "Initial Convertible Debenture") and a $100,000
     10% Administrative Service Convertible Debenture ("Administrative
     Debenture"). The Administrative Debenture was issued by Thomas NJ to
     compensate us for the administrative services that we will provide to
     Thomas NJ under the Administrative Services Agreement. The purchase of the
     Series B Preferred Stock and the Initial Convertible Debenture provided
     working capital to Thomas NJ.

     On April 27, 2006, we purchased an additional debenture in the principal
     amount of $225,000 and an additional $225,000 of Series B Preferred Stock.
     Finally, we further agreed that if Thomas NJ would have generated sales of
     $1 million in the period beginning on January 1, 2006 and ending on
     September 30, 2006 (the "Threshold"), then we would have purchased from
     Thomas NJ an additional debenture in the principal amount of at least
     $200,000 on or before December 31, 2006 and an additional $200,000 of
     Series B Preferred Stock on or before December 31, 2006. Although Thomas NJ
     did not reach the Threshold, we maintain the option to invest in Thomas NJ.

     We executed a Security Agreement with Thomas NJ to secure the obligations
     of Thomas NJ under the various debentures set forth above.

     We also entered into a Registration Rights Agreement whereby we agreed,
     upon the common stock of Thomas NJ being registered under the Securities
     Exchange Act of 1934, as amended, to register 1 billion shares of Thomas NJ
     common stock that will be issued upon the conversion of the convertible
     debentures, the Administrative Debenture, the Series A Convertible
     Preferred Stock and the Series B Convertible Preferred Stock. It is the
     intent of the Company to spin off this subsidiary in the future if there is
     interest in the marketplace for this type of publicly held company.

     The success of Thomas Pharmaceuticals in the marketplace will depend on the
     marketing and acceptance of the Acid-All products by the consumers. As an
     example, early product orders from Walgreens and Rite Aid indicate that the
     Acid-All product is being stocked in some major chain drug stores and is
     being sold to the consumers. The Company expects to continue to show
     increased sales from the Acid-All products in the coming quarters. In
     addition, Thomas recently announced the introduction of additional product
     lines at a national conference for Chain Drug Stores in San Diego, CA,
     which should enhance their image in the marketplace.

                                       25
<PAGE>

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

     Alternative Energy Sector:
     --------------------------

     On July 25, 2006, the Company issued a press release reporting that iVoice
     Innovations, Inc. ("iVoice Innovations"), a wholly-owned subsidiary of
     iVoice, had entered into an Option Agreement to acquire four acres of land
     in Hanover County, Virginia, approximately 20 miles from Richmond,
     Virginia, together with all improvements, easements, water rights, mineral
     rights and other structures for a total cost of $800,000. On October 17,
     2006, this Option Agreement lapsed without iVoice Innovations exercising
     its option to purchase this land. After reviewing the results of the
     feasibility study for this project, it was learned that the capital
     expenditures needed to construct the biodiesel facility were far in excess
     of the original estimates.

     On September 6, 2006, the Company issued a press release reporting that
     iVoice Innovations, Inc. ("iVoice Innovations"), a wholly-owned subsidiary
     of iVoice, had executed a letter of intent to build and operate a biodiesel
     production facility in central Long Island, New York that will be initially
     designed to produce up to 10 million gallons per year of biodiesel from
     vegetable oils, animal fats and yellow grease. On October 15, 2006, iVoice
     Innovations received notice that the owner of the site in New York decided
     not to go forward with the plans to construct the contemplated biodiesel
     facility with iVoice Innovations. iVoice Innovations is seeking other
     parties to construct one or more biodiesel production facilities in other
     locations.

     Summary:
     --------
     We may not be able to identify, successfully integrate, or profitably
     manage any such businesses or operations. The proposed expansion may
     involve a number of special risks, including possible adverse effects on
     our operating results, diversion of management attention, inability to
     retain key personnel, risks associated with unanticipated events and the
     financial statement effect of potential impairment of acquired intangible
     assets, any of which could have a materially adverse effect on the our
     condition and results of operations. In addition, if competition for
     acquisition candidates or assumed operations were to increase, the cost of
     acquiring businesses or assuming customers' operations could increase
     materially. Our inability to implement and manage our expansion strategy
     successfully may have a material adverse effect on our business and future
     prospects. Furthermore, through the acquisition of additional businesses,
     we may effect a business acquisition with a target business which may be
     financially unstable, under-managed, or in its early stages of development
     or growth. While we may, under certain circumstances, seek to effect
     business acquisitions with more than one target business, as a result of
     our limited resources, we, in all likelihood, will have the ability to
     effect only a single business acquisition at one time.

                                       26
<PAGE>

     We do not have any other plans, proposals or arrangements with respect to
     future acquisitions.


RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
2005
----

           Upon creation of the three wholly owned subsidiaries, iVoice
Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. in 2004,
we allocated all the sales and expenses of the business to these three
subsidiaries. With the successful Spin-off of these subsidiaries on August 4,
2005, we reclassified the accounts of the subsidiaries on the financial
statements to reflect the reclassification of these operations to below the line
as discontinued operations in accordance with the provisions of FASB 144,
"Accounting for the Impairment or Disposal of Long Lived Assets". In addition,
in January 2006, we acquired Thomas Pharmaceuticals, which is a start-up company
with limited operations prior to the merger. Accordingly, our results of
operations had minimal activity in 2005 which makes the comparison to 2006 not
meaningful.

           Total sales for the nine months ended September 30, 2006 and 2005
were $279,355 and $8,922, respectively. The sales in 2006 primarily represent
initial product sales of our Acid-All product that was introduced in March and
is being promoted by our subsidiary, Thomas Pharmaceuticals. The balance of the
sales in 2006 represents the sale of several of our patents to Lamson Holdings
LLC. The sales in 2005 represent deferred maintenance contracts that were not
allocated to the three spun-off subsidiaries.

           Cost of sales for the nine months ended September 30, 2006 and 2005
were $139,094 and $627, respectively. The costs in 2006 represent the costs of
raw materials, packaging and shipping for the Acid-All product shipments. The
cost of sales in 2005 represents the remaining costs that were not allocated to
the three spun-off subsidiaries.

           Total operating expenses for the nine months ended September 30, 2006
and 2005, were $1,895,886 and $336,180, respectively. Comparison of the current
period to the prior period is not meaningful. Operating expenses for the current
period include $821,042 of costs related to the Thomas operations. Of these
expenses, $326,837 was for advertising campaigns initiated to introduce the
Acid-All products. Other costs include selling and marketing expenses of
$190,404 and consulting for product and packaging of $48,050. The remaining
costs include salaries, benefits, rent and supplies for the Thomas operations.
The ongoing expenses of the parent were $895,049, which primarily represents
salaries and benefits for the President and direct staff, professional fees for
investor relations, accounting and reporting services, and rent, utilities and
office supplies for the headquarters office, which is shared with the spun-off
companies. The 2006 amounts also include $16,149 of general and administrative
fees for iVoice Innovations and $163,646 of amortization of financing costs,
which is being written off over the balance of the term of the Cornell
debentures.

           Total other income (expense) for the nine months ended September 30,
2006 was an expense of $1,353,949. This total was primarily comprised of
$2,751,581 of financing costs for the warrants issued to Cornell as part of the
refinancing of the business. This total also includes the amortization of the
discount on debt conversion of $575,673, interest expense of $442,303 on the
Cornell debentures and related party loans. These amounts were offset by
$382,412 of interest income on the cash accounts and $1,864,217 gain on
revaluation of the derivatives and $93,995 of administrative service fees
charged to the spun-off companies. Comparison of the current period to the prior
period is not meaningful.

                                       27
<PAGE>

           Net loss from continuing operations for the nine months ending
September 30, 2006 and 2005, was $3,109,574 and $128,193, respectively, as the
result of the factors discussed above. Comparison of the current period to the
prior period is not meaningful.

           Net loss from discontinued operations for the nine months ended
September 30, 2005 was $762,770. The subsidiaries had been experiencing reduced
product sales and higher operating costs related to going public costs and the
salaries and benefits related to the newly hired management teams.

           The total net loss for the nine months ended September 30, 2006 was
$3,109,574 as compared to the net loss of $890,963 for the nine months ended
September 30, 2005. The increase in net loss of $2,218,611 was the result of the
factors discussed above.

THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE MONTHS ENDED SEPTEMBER
------------------------------------------------------------------------------
30, 2005
--------

           Upon creation of the three wholly owned subsidiaries, iVoice
Technology, Inc., Deep Field Technologies, Inc. and SpeechSwitch, Inc. in 2004,
we allocated all the sales and expenses of the business to these three
subsidiaries. With the successful Spin-off of these subsidiaries on August 4,
2005, we reclassified the accounts of the subsidiaries on the financial
statements to reflect the reclassification of these operations to below the line
as discontinued operations in accordance with the provisions of FASB 144,
"Accounting for the Impairment or Disposal of Long Lived Assets". In addition,
in January 2006, we acquired Thomas Pharmaceuticals, which is a start-up company
with limited operations prior to the merger. Accordingly, our results of
operations had minimal activity in 2005 which makes the comparison to 2006 not
meaningful.

           Total sales for the three months ended September 30, 2006 and 2005
were $277,242 and $173, respectively. The sales in 2006 primarily represent
initial product sales of our Acid-All product that was introduced in March and
is being promoted by our subsidiary, Thomas Pharmaceuticals. The balance of the
sales in 2006 represents the sale of several of our patents to Lamson Holdings
LLC. The sales in 2005 represent deferred maintenance contracts that were not
allocated to the three spun-off subsidiaries.

           Cost of sales for the three months ended September 30, 2006 and 2005
were $111,763 and $0, respectively. The costs in 2006 represent the costs of raw
materials, packaging and shipping for the Acid-All product shipments.

           Total operating expenses for the three months ended September 30,
2006 and 2005, were $634,167 and $189,522, respectively. Comparison of the
current period to the prior period is not meaningful. Operating expenses for the
current period include $262,099 of costs related to the Thomas operations. Of
these expenses, $102,107 was for advertising campaigns initiated to introduce
the Acid-All products. Other costs include selling and marketing expenses of
$78,335 and consulting for product and packaging of $4,776. The remaining costs
include salaries, benefits, rent and supplies for the Thomas operations. The
ongoing expenses of the parent were $311,445, which primarily represents
salaries and benefits for the President and direct staff, professional fees for
investor relations, accounting and reporting services, and rent, utilities and
office supplies for the headquarters office, which is shared with the spun-off
companies. The 2006 amounts also include $13,184 of general and administrative
fees for iVoice Innovations and $43,438 amortization of financing costs, which
is being written off over the balance of the term of the Cornell debentures.

           Total other income (expense) for the three months ended September 30,
2006 was an income of $393,070. This total was primarily comprised of $149,099
interest income on the cash accounts, $638,426

                                       28
<PAGE>

gain on revaluation of the derivatives and $29,830 of administrative service
fees charged to the spun-off companies. These amounts were offset by the
amortization of the discount on debt conversion of $287,836 and interest expense
of $136,106 on the Cornell debentures and related party loans. Comparison of the
current period to the prior period is not meaningful.

           Net loss from continuing operations for the three months ending
September 30, 2006 and 2005, was $75,618 and $29,883, respectively, as the
result of the factors discussed above. Comparison of the current period to the
prior period is not meaningful.

           Net loss from discontinued operations for the three months ended
September 30, 2005 was $152,635. The subsidiaries had been experiencing reduced
product sales and higher operating costs related to going public costs and the
salaries and benefits related to the newly hired management teams.

           The total net loss for the three months ended September 30, 2006 was
$75,618 as compared to the net loss of $182,518 for the three months ended
September 30, 2005. The decrease in net loss of $106,900 was the result of the
factors discussed above.

EMPLOYEES
---------

           As of September 30, 2006, we had 3 full time employees, 1 part time
employee and 1 part time consultant for a total of 5 individuals. 2 of the full
time employees work out of the New York City office of our subsidiary, Thomas
Pharmaceuticals. The remaining individuals work out of the Matawan office.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

           We are currently seeking additional operating income opportunities
through potential acquisitions or investments. Such acquisitions or investments
may consume cash reserves or require additional cash or equity. Our working
capital and additional funding requirements will depend upon numerous factors,
including: (i) strategic acquisitions or investments; (ii) an increase to
current Company personnel; (iii) the level of resources that we devote to sales
and marketing capabilities; (iv) technological advances; and (v) the activities
of competitors.

           During the years ended December 31, 2005 and 2004, and allowing for
the reclassification of Subsidiary accounts in both periods, the Company had
incurred net losses from continuing operations of $503,130 and $393,706,
respectively, and had cash flow deficiencies from continuing operations of
$218,978 and $36,771, respectively. These matters had raised substantial doubt
about iVoice's ability to generate cash flows internally 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 Company can identify sales
opportunities for new products or identify strategic acquisitions that generate
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 and debt that is convertible into common stock of the
Company. 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. iVoice anticipates that its operations will require at least
$200,000 in cash per month. These monthly expenses are anticipated to consist of
the following: payroll and benefits of $90,000, occupancy costs of $15,000,
professional fees of $40,000,

                                       29
<PAGE>

advertising $30,000, net interest expenses of $16,500 and miscellaneous
administrative expenses of $9,500. We expect to fund these monthly obligations
from cash on hand and from future financings with Cornell Capital. iVoice
believes that it has sufficient funds on-hand to fund its operations for at
least 24 months.

           During the nine months ended September 30, 2006, iVoice had a net
decrease in cash of $50,555. iVoice's principal sources and uses of funds in the
nine months ended September 30, 2006 were as follows:

           CASH FLOWS FROM OPERATING ACTIVITIES. iVoice used $1,030,790 in cash
for continuing operations in the nine months ended September 30, 2006, an
increase of $906,360 compared to $124,430 in cash used for continuing operations
in the nine months ending September 30, 2005. The increase in cash used in
continuing operations was primarily used to fund the start-up of the Thomas
merger for inventory, advertising, salaries and expenses.

           The net effect on cash flows from operating activities by the
discontinued operations for the nine months ending September 30, 2005 was
$537,150. This was the cash flow effect of spinning off the discontinued
operations.

           CASH FLOWS FROM INVESTING ACTIVITIES. iVoice used cash of $25,015 for
investing activities in the nine months ended September 30, 2006, compared to
$421,115 in cash provided by investing activities in the nine months ended
September 30, 2005. The Company upgraded the computers and network for the
Thomas operations in 2006. The Company also continues to invest money in its
patent portfolios. In 2005, the Company transferred $500,000 of marketable
securities to Cornell Capital Partners as payment on the outstanding promissory
notes.

           The net effect on cash flows from investing activities from the
discontinued operations for the nine months ending September 30, 2005 was
$19,137. This was the cash flow effect of spinning off the discontinued
operations.

           CASH FLOWS FROM FINANCING ACTIVITIES. iVoice provided $1,005,250 cash
from financing in the nine months ended September 30, 2006. This represented the
net proceeds from the sale of a $1,250,000 Secured Convertible Debenture to
Cornell Capital Partners and the $136,000 repayment of principal from the sale
of patents to Lamson Holdings LLC. For the nine months ended September 30, 2005,
the Company provided $3,969,760 from financing activities. This represented the
net proceeds from the sale of a $5,000,000 Promissory Note to Cornell Capital
Partners and the $522,740 repayment of principal from the transfer of the
marketable securities discussed above.

           The net effect on cash flows from financing activities from the
discontinued operations was a decrease in cash of $1,760,000 for the nine months
ending September 30, 2005. This was the cash flow effect of spinning off the
discontinued operations.

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

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

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

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<PAGE>

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

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

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

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

ITEM 3.  CONTROLS AND PROCEDURES

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

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

Based upon his evaluation as of the end of the time period covered by this
report, our chief executive officer concluded that our disclosure controls and
procedures are not effective to ensure that information required to be included
in our periodic SEC filings is recorded, processed, summarized, and reported
within the time periods specified in the SEC rules and forms.

Our Board of Directors were advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their performance
of review procedures for the period ended September 30, 2006, they have
identified a material weakness as defined in Public Company Accounting Oversight
Board Standard No. 2 in our internal control over financial reporting.

This deficiency consisted primarily of inadequate staffing and supervision that
could lead to the untimely identification and resolution of accounting and
disclosure matters and failure to perform time and effective

                                       31
<PAGE>

reviews. However, our resources and size prevent us from being able to employ
sufficient resources to enable us to have adequate segregation of duties within
our internal control system. Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible control and procedures.

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


























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<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6.         EXHIBITS

     31.1      Certifications of the Chief Executive Officer and Principal
               Accounting 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

     99.1      Press release issued on July 25, 2006 entitled "iVoice Subsidiary
               Secures Rights to Land For Company's First Anticipated Biodiesel
               Facility" filed with the Commission as Exhibit 99.1 to the
               Current Report on Form 8-K dated October 15, 2006 which is hereby
               incorporated by reference herein.

     99.2      Press Release issued on September 6, 2006 entitled "iVoice
               Subsidiary executes letter of intent to construct biodiesel
               facility in New York" filed with the Commission as Exhibit 99.2
               to the Current Report on Form 8-K dated October 15, 2006 which is
               hereby incorporated by reference herein.














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<PAGE>

                                   SIGNATURES

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


iVoice, Inc.

By: /s/ Jerome R. Mahoney                  Date:     November 16, 2006
    -----------------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Accounting Officer




























                                       34
<PAGE>


                                INDEX OF EXHIBITS


     31.1      Certifications of the Chief Executive Officer and Principal
               Accounting 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

     99.1      Press release issued on July 25, 2006 entitled "iVoice Subsidiary
               Secures Rights to Land For Company's First Anticipated Biodiesel
               Facility" filed with the Commission as Exhibit 99.1 to the
               Current Report on Form 8-K dated October 15, 2006 which is hereby
               incorporated by reference herein.

     99.2      Press Release issued on September 6, 2006 entitled "iVoice
               Subsidiary executes letter of intent to construct biodiesel
               facility in New York" filed with the Commission as Exhibit 99.2
               to the Current Report on Form 8-K dated October 15, 2006 which is
               hereby incorporated by reference herein.



















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