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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB



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

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       OR

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

         For the transition period from ____________ to ____________



Commission file number:  000-229341




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


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


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


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




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

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

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

Number of shares of Class A, common stock, No par value, outstanding as
of May 10, 2005:                        9,884,728,373
================================================================================
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2005


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

                                                                        Page No.

PART I. FINANCIAL INFORMATION

        Item 1. Condensed Consolidated Financial Statements

                Condensed Consolidated Balance Sheet -
                March 31, 2005 (Unaudited)                                  2

                Condensed Consolidated Statements of Operation -
                For the three months ended March 31, 2005 and 2004          3

                Condensed Consolidated Statements of Cash Flow -
                For the three months ended March 31, 2005 and 2004        4-5

                Notes to condensed consolidated financial statements     6-14

        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations                     15-19

        Item 3. Controls and Procedures                                    20

PART II. OTHER INFORMATION

        Item 5. Other Information.                                         20

        Item 6. Exhibits and Reports on Form 8-K                        20-21

                                        1
<PAGE>
                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                 MARCH 31, 2005


                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                          $  8,150,491
Accounts receivable, net of allowance for doubtful
  accounts of $2,700                                                     64,778
Inventory                                                                 6,122
Securities available for sale                                           750,000

Prepaid expenses and other current assets                                20,862
                                                                   ------------
        Total current assets                                          8,992,253
                                                                   ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
  of $178,576                                                            36,499
                                                                   ------------

OTHER ASSETS
Software license costs, net of accumulated amortization
  of $454,400                                                              --
Intangible assets                                                       222,045
Deposits and other assets                                                 6,666
                                                                   ------------
        Total other assets                                              228,711
                                                                   ------------
TOTAL ASSETS                                                       $  9,257,463
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                              $    572,991
Note payable                                                          3,056,500
Due to related parties                                                  588,606
Deferred revenues                                                        25,749
                                                                   ------------
          Total current liabilities                                   4,243,846
                                                                   ------------

           Total liabilities                                          4,243,846
                                                                   ------------

COMMITMENTS AND CONTINGENCIES                                               --

STOCKHOLDERS' EQUITY
Preferred stock, $1 par value; authorized 1,000,000 shares;
   no shares issued and outstanding                                         --
Common stock, Class A - no par value; authorized
  10,000,000,000 shares; 9,854,728,373 shares issued
  and outstanding                                                    24,460,746
Common stock, Class B - no par value; authorized
  50,000,000 shares; 2,167,919 shares issued; 1,677,224
  shares outstanding                                                          5
Accumulated deficit                                                 (19,418,334)
Treasury stock, 600,000 Class A shares, at cost                         (28,800)
                                                                   ------------
          Total stockholders' equity                                  5,013,617
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  9,257,463
                                                                   ============

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

                                        2
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                     For the Three Months Ended
                                                              March 31,
                                                    ---------------------------
                                                        2005            2004
                                                    -----------     -----------
SALES, net                                          $    66,067     $    98,868

COST OF SALES                                             8,733          39,458
                                                    -----------     -----------

GROSS PROFIT                                             57,334          59,410
                                                    -----------     -----------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling expenses                                     8,768          33,345
     General and administrative expenses                388,225         362,036
     Research and development                              --            32,223
     Depreciation and amortization                        2,850          27,797
                                                    -----------     -----------
Total selling, general and administrative
  expenses                                              399,843         455,401
                                                    -----------     -----------

LOSS FROM CONTINUING OPERATIONS                        (342,509)       (395,991)
                                                    -----------     -----------

OTHER INCOME\(EXPENSE)
     Other income                                        51,191          29,291
     Write-off of financing costs                       (44,000)     (1,177,500)
     Interest expense                                   (31,234)         (8,339)
                                                    -----------     -----------
Total other income\(expense)                            (24,043)     (1,156,548)
                                                    -----------     -----------

LOSS FROM CONTINUING OPERATIONS BEFORE
  INCOME TAXES                                         (366,552)     (1,552,539)

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

NET LOSS FROM CONTINUING OPERATIONS                    (366,552)     (1,552,539)

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

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

NET LOSS                                            $  (366,552)    $(1,579,283)
                                                    ===========     ===========

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

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

                                        3
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)


                                                     For the Three Months Ended
                                                              March 31,
                                                    ---------------------------
                                                        2005            2004
                                                    -----------     -----------
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                         $  (366,552)    $(1,579,283)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                           2,850           2,566
   Provision for bad debts                               38,514            --
   Amortization of prepaid expense                         --            73,346
   Amortization of intangibles                             --               281
   Amortization of software license                        --            24,950
   Loss from discontinued operations                       --            26,744
   Common stock issued for services                        --         1,010,000
   Changes in certain assets and liabilities:
             Accounts receivable                        (48,526)         16,293
             Inventory                                     --             2,464
Accounts payable and accrued liabilities                129,725          72,017
             Deferred revenue                           (17,738)        167,105
             Other assets                                (7,985)       (218,500)
                                                    -----------     -----------
Total cash used in operating activities                (269,712)       (402,017)
                                                    -----------     -----------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                      --            (1,595)
Purchase of intangibles                                  (5,540)        (12,722)
                                                    -----------     -----------
Total cash used in investing activities                  (5,540)        (14,317)
                                                    -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                --           300,000
   Repayments of related party loans                       --           (33,000)
   Proceeds from notes payable                          440,000       3,000,000
   Repayment of notes payable                              --          (300,000)
                                                    -----------     -----------
Total cash provided by financing activities             440,000       2,967,000
                                                    -----------     -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS               164,748       2,550,666

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD       7,985,743       4,506,608
                                                    -----------     -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD           $ 8,150,491     $ 7,057,274
                                                    ===========     ===========

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                 $      --       $      --
                                                    ===========     ===========
   Income taxes                                     $      --       $      --
                                                    ===========     ===========

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

                                        4
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

March 31, 2005:

a)   On January 11, 2005, Company has provided Cornell with an advance put
     notice dated December 12, 2004 for the sale of 103,840,499 shares of Class
     A Common stock representing the negative escrow account with Cornell
     Capital Partners.

March 31, 2004:

a)   During the three months ended March 31, 2004, the Company issued
     303,060,606 shares of Class A common stock for fees associated with the
     Equity Line of Credit with Cornell Capital valued at $1,010,000.

b)   During the three months ended March 31, 2004, the Company issued
     106,761,565 shares of Class A common stock with a total value of $300,000
     for repayment of principal on outstanding notes payable, issued as advances
     on the equity line financing with Cornell Capital Partners, LP.

c)   During the three months ended March 31, 2004, the Company issued 6,909,564
     shares of Class A common stock for legal services related to the
     application for patents valued at $27,638.

d)   During the three months ended March 31, 2004, the Company issued 37,931,034
     shares of Class A common stock for legal services valued at $110,000.














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

                                        5
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation
     ---------------------
     The accompanying Unaudited condensed consolidated financial statements
     include the accounts of iVoice, Inc. (the "Company" or "iVoice"), and its
     wholly owned subsidiaries. These condensed consolidated financial
     statements have been prepared in accordance with accounting principles
     generally accepted in the United States for interim financial information
     and with the instructions to Form 10-QSB and Regulation S-B. Accordingly,
     they do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management, all adjustments (consisting only of normal
     recurring adjustments) considered necessary for a fair presentation have
     been included. It is suggested that these condensed consolidated financial
     statements be read in conjunction with the December 31, 2004 audited
     financial statements and the accompanying notes thereto.

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

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

     In September 2004 and November 2004, the Company announced its intention to
     distribute to its stockholders shares of Class A common stock of its three
     new subsidiaries upon successful completion of the filing of form SB-2 with
     the Securities and Exchange Commission. The forms were initially filed on
     November 11, 2004 and have been returned to the company with comments. The
     filings have been amended and re-filed with the Securities and Exchange
     Commission. Upon the effectiveness of required Securities and Exchange
     Commission filings

                                        6
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005

     and final approval by the iVoice Board of Directors of the terms and
     conditions of the proposed distribution, as described in the registration
     statement on Form SB-2 of these subsidiaries. The result of operations for
     the three-month periods ended March 31, 2005 and 2004 are not necessarily
     indicative of the results to be expected for the full year.

     For further information, refer to the financial statements and footnotes
     included in Form 10-KSB for the year ended December 31, 2004.

     Principles of Consolidation
     ---------------------------
     The accompanying condensed consolidated financial statements include the
     accounts of the Company and its subsidiaries iVoice Technologies, Inc.,
     Deep Field Technologies, Inc., SpeechSwitch, Inc. and Trey Resources, Inc.
     On February 13, 2004, Trey Resources was distributed to iVoice shareholders
     through a spin-off transaction. The Condensed Consolidated Statements of
     Operations and Cash Flows for the three months ended March 31, 2004,
     reflect the results of Trey Resources as discontinued operations through
     February 11, 2004. All significant inter-company transactions and balances
     have been eliminated in consolidation.

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

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

     The computation of basic earnings per share is computed by dividing income
     available to common stockholders by the weighted average number of
     outstanding common shares during the period. Diluted earnings per share
     gives effect to all dilutive potential common shares outstanding during the
     period. The computation of diluted EPS does not assume conversion, exercise
     or contingent exercise of securities that would have an anti-dilutive
     effect on earnings. The Company had 6,488,260 options available as of March
     31, 2005.

                                        7
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005


     The shares used in the computations are as follows:

                                                       Three Months Ended
                                                            March 31,
                                                 -----------------------------
                                                      2005            2004
                                                 -------------   -------------
     Basic and Diluted purposes                  9,653,268,248   5,418,393,300

NOTE 2 - NOTES PAYABLE

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

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

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

     At March 31, 2005, a total of $3,000,000 had been repaid through the
     issuance of 2,663,158,299 Class A common shares to pay off the February
     23rd note and leave an unpaid balance of $856,500 on the May 25th note.

     On February 28, 2005, the Company renegotiated the terms and conditions of
     its Convertible Debentures with the holders of such debentures. The parties
     thereto agreed to exchange the Convertible Debentures for various
     Promissory Notes. The Promissory Notes will be in the aggregate amount of
     $2,200,000, $1,760,000 of which was advanced in 2004, and $440,000 of which
     was advanced on February 28, 2005. A commitment fee of 10% of the face
     amount of the Convertible Debentures was paid at the time of each advance
     on the Convertible Debentures. Such commitment fees were credited against
     commitment fees due and owing against the Note. The balance of the
     commitment fee against the Notes was paid on February 28, 2005, at the time
     that such $440,000 was advanced to the Company. As of March 31, 2005, the
     balance on the notes was $2,200,000 plus interest.

     The Promissory Note bears interest at the rate of 12% per annum. Principal
     on the Notes will be amortized in equal weekly installments of $30,000 in
     total commencing on September 1, 2005. Payments of interest shall commence
     on September 1, 2005 and shall continue on the first day of each calendar
     month thereafter until the principal is paid in full. Payment in full of
     the principal and interest on the Note is due on or before July 4, 2006. In
     the event all principal and interest has not been satisfied by the one year
     anniversary from the initial payment on July 4, 2005, in accordance with
     the amortization schedule described above, the Company will make a lump sum
     payment of all outstanding interest and principal on July 4, 2006.

                                        8
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005

NOTE 3 - DUE TO RELATED PARTIES

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

     During the period from June 2000 to April 2002, Jerome R. Mahoney,
     President and Chief Executive Officer of the Company has sold personal
     holdings of the Company's Class A common shares and has loaned the proceeds
     of these sales to the Company to fund its working capital requirements. The
     Company has executed a promissory note 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., no par value, for each dollar
     owed, or (ii) the number of Class A common stock shares of iVoice, Inc.
     calculated by dividing (x) the sum of the principal and interest that the
     Note holder has decided to prepay by (y) fifty percent (50%) of the lowest
     issue price of Series A common stock since the first advance of funds under
     this Note, whichever the Note holder chooses, or (iii) payment of the
     principal of this Note, before any repayment of interest.

     On October 14, 2002, Mr. Mahoney converted $1,504,875 of the amounts owed
     to him into 1,504,875 shares of Class B common stock. As of March 31, 2005,
     the remaining outstanding balance owed to Mr. Mahoney amounted to $588,606.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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

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

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

     iVoice Technology, Inc.
     -----------------------
     iVoice Technology, Inc. entered into a five year employment agreement with
     Jerome Mahoney, its non-executive Chairman of the Board of Directors,
     effective August 1, 2004.

                                        9
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005

     iVoice Technology, Inc. will compensate Mr. Mahoney with a base salary of
     $85,000 for the first year with annual increases based on the Consumer
     Price Index. Mr. Mahoney will also be entitled to certain bonuses based on
     mergers and acquisitions completed by the Company.

     iVoice Technology, Inc. entered into a one year employment agreement with
     Arie Seidler, its President and Chief, effective August 2, 2004. iVoice
     Technology, Inc. will compensate Mr. Seidler with a base salary of $85,000
     with certain incentive bonuses based upon revenues and pre-tax profit
     margins.

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

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

     Mr. Meller will also be entitled to a sum of $50,000 upon the completion of
     the Distribution. Mr. Meller has agreed to defer the receipt of said sum
     until such time that management believes it has sufficient financing in
     place to fund this obligation.

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

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

d)   In September 7, 2004 iVoice announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary iVoice Technology, Inc. The Form SB-2 was filed with the
     Securities and Exchange Commission November 15, 2004.

e)   In September 14, 2004 iVoice announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary Deep Field

                                       10
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005

     Technologies, Inc. The Form SB-2 was filed with the Securities and Exchange
     Commission November 15, 2004.

f)   In November 5, 2004 iVoice announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary SpeechSwitch, Inc. The Form SB-2 was filed with the Securities
     and Exchange Commission November 15, 2004.

g)   The Company's Chairman of the Board plans to transfer approximately
     $190,000 of related party debt to each of the three subsidiaries upon the
     completion of the spin-off.

h)   Effective February 28, 2005, the three subsidiaries of iVoice, Inc.
     terminated their respective Standby Equity Distribution Agreement, dated
     August 2004, entered into by and between the Company and Cornell Capital
     Partners, LLP

i)   On February 28, 2005, the Company executed a non-binding letter agreement
     with Cornell Capital Partners LLP whereby the parties agreed to enter into
     a Standby Equity Distribution Agreement at such time following the date
     that the Company's registration statement on Form SB-2, as filed with the
     Securities and Exchange Commission on November 2004, is deemed effective by
     that agency.

j)   On February 28, 2005, the Company has agreed to provide a full and
     unconditional guaranty of the payment and performance obligations for the
     iVoice Technology, Deep Field Technology and SpeechSwitch subsidiaries, in
     accordance with the terms of securities purchase agreements between the
     subsidiaries and the holders of the convertible debentures, which cannot be
     discharged, except by complete performance of the obligations under the
     securities purchase agreements and the related documents. Under the
     guaranty, if the subsidiaries default in payment or performance of any of
     its obligations under the convertible debentures, we are required to pay or
     perform such obligations upon two days' written notice or demand by the
     holders of the convertible debentures and to take an advance or advances,
     as may be necessary, from the Standby Equity Distribution Agreement by and
     between the company and Cornel Capital Partners, LP. Notwithstanding
     anything to the contrary, so long as the outstanding principal amount is
     zero or would be made zero simultaneously with the termination, the Company
     shall have the right to terminate the guaranty at any time by providing
     written notice of such termination. Notwithstanding any to the contrary,
     this Guaranty shall be discharged and terminated upon each of the
     subsidiary's registration statements being declared effective by the U.S
     Securities and Exchange Commission.

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

                                       11
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005

l)   In December 2003, the Company entered into an Equity Line of Credit with
     Cornell Capital Partners, L.P. Pursuant to the Equity Line of Credit, the
     Company may, at its discretion, periodically sell to Cornell Capital
     Partners shares of Class A common stock for a total purchase price of up to
     $20.0 million to raise capital to fund the Company's working capital needs.
     For each share of Class A common stock purchased under the Equity Line of
     Credit, Cornell Capital Partners will pay lowest closing bid price of the
     Class A common stock on the Over-the-Counter Bulletin Board during the five
     consecutive trading day period immediately following our request for such
     advance, subject to the provisions of the Equity Line of Credit Agreement.
     In January 2004, pursuant to the agreement with Cornell Capital Partners,
     LP, the Company registered for resale on Form SB-2, 3,993,939,394 shares of
     Class A common stock with the Securities and Exchange Commission. The
     offering will terminate 24 months after the Securities and Exchange
     Commission declares the registration statement effective.

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

n)   In connection with the proposed distribution to stockholders of shares of
     Class A common stock of Trey Resources and the Automated Reminder business,
     the Company intends to allocate to Trey Resources corporate assets,
     liabilities and expenses related to the Automatic Reminder software
     business, based on an estimate of the proportion of such amounts allocable
     to Trey Resources, utilizing factors such as total revenues, employee
     headcount and other relevant factors.

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

p)   On October 24, 2003, Trey Resources filed with the Securities and Exchange
     Commission a registration statement on Form SB-2 relating to the
     registration of shares to be issued upon conversion of Trey Resource's
     outstanding convertible debentures issued to The May Davis Group in March
     2003 and Cornell Capital Partners in September 2003, and pursuant to an
     equity line of credit agreement entered between Trey Resources and Cornell
     Capital Partners

                                       12
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005

     in January 2003. In connection therewith, iVoice has agreed to provide a
     full and unconditionalguaranty of the payment and performance obligations
     of Trey Resources, in accordance with the terms of securities purchase
     agreements between Trey Resources and the holders of the convertible
     debentures, which cannot be discharged, except by complete performance of
     the obligations under the securities purchase agreements and the related
     documents. Under the guaranty, if Trey Resources defaults in payment or
     performance of any of its obligations under the convertible debentures, we
     are required to pay or perform such obligations upon two days' written
     notice or demand by the holders of the convertible debentures and to take
     an advance under the Equity Line of Credit on the day of any such default,
     in the amount of $250,000 in order to repay to the principal amount of the
     convertible debentures plus $50,000 within seven days of default by Trey
     Resources. Notwithstanding anything to the contrary, so long as the
     outstanding principal amount is zero or would be made zero simultaneously
     with the termination, the Company shall have the right to terminate the
     guaranty at any time by providing written notice of such termination. On
     February 13, 2004, this guarantee was cancelled.

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


NOTE 5 - COMMON STOCK

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

     a)   Class A Common Stock
          --------------------
          Class A Common Stock consists of the following as of March 31, 2005:
          10,000,000,000 shares of authorized common stock with no par value,
          9,854,728,373 shares were issued and outstanding.

          Each holder of Class A common stock is entitled to one vote for each
          share held of record. Holders of our Class A common stock have no
          preemptive, subscription, conversion, or redemption rights. Upon
          liquidation, dissolution or winding-up, the holders of Class A common
          stock are entitled to receive our net assets pro rata. Each holder of
          Class A common stock is entitled to receive ratably any dividends
          declared by our board of directors out of funds legally available for
          the payment of dividends. The Company has not paid any 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.

                                       13
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005


          For the three months ended March 31, 2005, the Company had the
          following transactions in its Class A Common Stock:

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

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

     b)   Class B Common Stock
          --------------------
          Class B Common Stock consists of 50,000,000 shares of authorized
          common stock with no par value. Each share of Class B common stock is
          convertible into Class A common stock calculated by dividing the
          number of Class B shares being converted by fifty percent (50%) of the
          lowest price that the Company had previously issued its Class A common
          stock since the Class B shares were issued. Each holder of Class B
          common stock has voting rights equal to the number of Class A shares
          that would be issued upon the conversion of the Class B shares, had
          all of the outstanding Class B shares been converted on the record
          date used for purposes of determining which shareholders would vote.
          Holders of Class B common stock are entitled to receive dividends in
          the same proportion as the Class B common stock conversion and voting
          rights have to Class A common stock. Jerome R. Mahoney is the sole
          owner of the Class B common stock. As of March 31, 2005, there are
          2,167,919 shares issued and 1,677,224 shares outstanding

          Pursuant to the conversion terms of the Class B Common stock, on March
          31, 2005, the 1,677,224 outstanding shares of Class B common stock are
          convertible into 27,495,475,410 shares of Class A common stock.

          In the three months ended March 31, 2005, a total of 36,956 Class B
          shares were converted into 606,000,000 Class A shares.

     c)   Preferred Stock
          ---------------
          Preferred Stock consists of 1,000,000 shares of authorized preferred
          stock with $1.00 par value. As of March 31, 2005, no shares were
          issued or outstanding.


NOTE 6 - GOING CONCERN

     During the three months ended March 31, 2005, the Company has been able to
     raise sufficient working capital through its financing agreement with
     Cornell Capital Partners, LP to meet its operating requirements at their
     current level for at least the next 12 months. As a result, this increase
     in working capital has significantly reduced the doubt regarding the
     Company's ability to continue as a going concern.

                                       14
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2005


NOTE 7 - SUBSEQUENT EVENTS

     In April 2005, the Company issued 30,000,000 shares of Class A common stock
     for legal services related to patent applications valued at approximately
     $13,500.


































                                       15
<PAGE>

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

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

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

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

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

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

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

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

                                       16
<PAGE>

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

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

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

     Corporate Strategies, Inc.
     --------------------------
     On Sept. 15, 2004 iVoice announced a common stock distribution to
     shareholders of its entire holdings of 7.5 million Class A common stock
     shares of Corporate Strategies, Inc. to the Company's shareholders. The
     record date for this distribution of Corporate Strategies common stock has
     been set by Corporate Strategies for October 20, 2004 for shareholders of
     record of iVoice on that date. iVoice has invested $750,000 in Corporate
     Strategies in the form of 7.5 million shares of Class A common stock and a
     $500,000 5% secured convertible debenture. Corporate Strategies, located in
     Houston, Texas, provides merchant banking and diversified financial
     services involving accounts receivable factoring, mortgage lending, oil and
     gas investments and assorted other financial transactions. Corporate
     Strategies recorded sales in excess of $1.7 million in 2003 and pre-tax
     income in excess of $130,000. The foregoing description of this transaction
     is qualified in its entirety by reference to the Current Report on Form 8-K
     dated June 25, 2004, which was recently filed with the Securities and
     Exchange Commission.

     SpeechSwitch, Inc.
     ------------------
     On November 5, 2004, announced that it intends to distribute to the
     Company's shareholders all common stock shares of its newly formed
     subsidiary SpeechSwitch, Inc. The iVoice board of directors authorized
     management to pursue a strategy designed to unlock the value in the
     Company's speech recognition software by spinning it off into a new
     independent public company, SpeechSwitch, Inc. The assets that will become
     part of SpeechSwitch include the Speech SDK,

                                       17
<PAGE>

     Speech Enabled Auto Attendant, Name Dialer, plus two issued patents and two
     patents pending. Subject to final review by the SEC, holders of iVoice
     common stock will receive shares of SpeechSwitch common stock on the record
     date, which has been tentatively set by the iVoice Board of Directors as
     December 1, 2004. The payment date will be as soon as practicable after the
     U.S. Securities and Exchange Commission declares the SpeechSwitch
     registration statement effective.

We also continue to search for potential merger candidates with or without
compatible technology and products, which Management feels may make financing
more appealing to potential investors. In November 2002, we announced signing a
Letter of Intent to purchase substantially all of the assets of a leading food
equipment maintenance contractor located in New Jersey. Subsequently, the
parties terminated the Letter of Intent and released each other from any
obligations arising under the Letter of Intent.

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

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

MARCH 31, 2005 COMPARED TO MARCH 31, 2004
-----------------------------------------

Revenues are derived primarily from the sale of voice and computerized telephone
systems for small-to-medium sized businesses and corporate departments. Total
revenues for the three months ended March 31, 2005 were $66,067, as compared to
$98,868 for the three months ended March 31, 2004, a decrease of $32,801 or
33.2%. The decrease in sales for the period reflects continued sluggish demand
for the Company's speech recognition telecommunication products as well as
reduced resources devoted to sales and marketing efforts.

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

Gross margin for the three months ended March 31, 2005 was $57,334 or 86.8%, as
compared to $59,410 or 60.1% for the three months ended March 31, 2004. The
gross margin is dependent, in part, on product mix, which fluctuates from time
to time; complexity of a communication system installation which determines
necessary hardware requirements and may not have a proportionate relationship
with the system selling price; and the ability of Company technical personnel to
efficiently configure and install the Company's communications products. The
decrease in gross margin of $2,076 or 3.5% reflects the reduced volume offset by
a greater mix of software sales when compared to the prior year which provides a
greater gross margin %.

Total operating expenses decreased $55,558 or 12.2% from $455,401 for the three
months ended March 31, 2004 to $399,843 for the three months ended March 31,
2005. The decrease in operating expenses for the

                                       18
<PAGE>

current quarter was principally a result of a decrease in professional fees of
$143,787, selling expenses of $24,577, research and development expenses of
$32,223 and amortization expense of $24,947 offset by a increases in salaries,
payroll and office costs of $169,976 as the company realigns its resources to
effectuate the spin-off of the three subsidiaries.

As of March 31, 2005, the Company had 6 full-time employees, 1 part-time
consultants and 1 part-time employee for a total of 8 individuals.

The loss from continuing operations for the three months ended March 31, 2005
was $342,509 compared to $395,991 for the three months ended March 31, 2004, a
decrease in the loss of $53,482 or 13.5%

Other income totaling $51,191 for the three months ended March 31, 2005 was
comprised entirely of interest income on cash reserves. Other income for the
three months ended March 31, 2004, reflects interest income on cash reserves of
$16,689 and $12,602 in income pursuant to the administrative service agreement
with Trey Resources, Inc.

Other expenses for the three months ended March 31, 2005 reflect the write-off
of financing costs of $44,000 comprised of fees, market discounts on stock
issued and drawdown fees charged pursuant to the financing agreement with
Cornell Capital Partners, LP. This represents a decrease of $1,133,500 over the
three-month period ending March 31, 2004, which amounted to $1,177,500.

Interest expense of $31,234 was incurred for the three-month period ending March
31, 2005 versus $8,339 in the three months ending March 31, 2004, an increase of
$22,895 due to higher outstanding loan and debenture balances in the current
period.

The Company incurred costs of $2,131 in three-month period ending March 31,
2004, related to the spin-off of its wholly owned subsidiary, Trey Resources,
Inc. These costs consist primarily of legal, accounting, printing and
reproduction as well as securities filing fees.

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

Net loss for the three-month period ending March 31, 2005 was $366,552 as
compared to $1,579,283 for the first three months of 2004. The decrease in net
loss of $1,185,987 was a result of the factors discussed above.


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

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

During the three-month period ending March 31, 2005 and the year ended December
31, 2004, the Company

                                       19
<PAGE>

generated sales of $66,067 and $358,375, incurred net losses of $366,552 and
$2,959,888 and had cash flow deficiencies from operating activities of $269,712
and $1,213,318 respectively. These matters raise substantial doubt about
iVoice's ability to generate cash flows through its current operating activities
sufficient enough that its existence can be sustained without the need for
external financing. iVoice's primary need for cash is to fund its ongoing
operations until such time that the sale of products generates enough revenue to
fund operations. There can be no assurance as to the receipt or timing of
revenues from operations.


The primary source of financing for iVoice has been through the issuance of
common stock and debt that is convertible into common stock of the Company. On
March 31, 2005, iVoice had total liabilities of $4,243,846, consisting of
accounts payable and accrued expenses of $572,991, notes payable of $3,056,500,
deferred revenue of $25,749, and amounts due to related parties of $588,606. It
is anticipated that the remaining balance due on our outstanding notes payable
which represents advances on the equity line of credit and promissory notes with
Cornell Capital Partners, will be satisfied by the issuance of shares of Class A
common stock. At March 31, 2005, the Company had cash balances on hand of
$8,150,491. While we have raised sufficient working capital to fund our
operations for at least the next 24 months, we will need to raise additional
capital to fund our future operations.

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

During the three months ended March 31, 2005, iVoice had a net increase in cash
of $164,748. iVoice's principal sources and uses of funds were as follows:

     CASH USED BY OPERATING ACTIVITIES. iVoice used $269,712 in cash for
operating activities in the three months ended March 31, 2005 an increase of
$132,305 compared to $402,017 in cash used for operating activities in the three
months ended March 31, 2004.

     CASH USED BY INVESTING ACTIVITIES. iVoice used $5,540 in cash for investing
activities in the three months ended March 31, 2005 a decrease of $8,777
compared to $14,317 in cash used for investing activities in the three months
ended March 31, 2004.

     CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the three
months ended March 31, 2005 provided a total of $440,000 in cash. This total
consisted in debenture proceeds representing advances under the financing with
Cornell Capital Partners. Financing activities in the three months ended March
31, 2004

                                       20
<PAGE>

provided a total of $2,967,000 in cash. This total consisted primarily of
$3,000,000 in note payable proceeds representing advances under the equity line
of credit with Cornell Capital Partners. A total of $300,000 of this advance was
repaid through the issuance of common stock. The equity line advance was also
offset by the repayment of related party obligations of $33,000.

ITEM 3. CONTROLS AND PROCEDURES

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

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Principal Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) under the Exchange
Act) as March 31, 2005. Based upon that evaluation required by paragraph
ss.240.13a-15 or 240.15d-15, the Chief Executive Officer and Principal Financial
Officer concluded that, our disclosure controls and procedures were effective in
timely alerting them to the material information relating to us (or our
consolidated subsidiaries) required to be included in our periodic SEC filings.

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

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

                           PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION.

     a) On February 28, 2005, the Company has agreed to provide a full and
     unconditional guaranty of the payment and performance obligations for the
     iVoice Technology, Deep Field Technology and SpeechSwitch subsidiaries, in
     accordance with the terms of securities purchase agreements between the
     subsidiaries and the holders of the convertible debentures, which cannot be
     discharged, except by complete performance of the obligations under the
     securities purchase agreements and the related documents. Under the
     guaranty, if the subsidiaries default in payment or performance of any of
     its obligations under the convertible debentures, we are required to pay or
     perform such obligations upon two days' written notice or demand by the
     holders of the convertible debentures and to take an advance or advances,
     as may be necessary, from the Standby Equity Distribution Agreement by and
     between the company and Cornel Capital Partners, LP. Notwithstanding
     anything to the contrary, so long as the outstanding principal amount is
     zero or would be made zero simultaneously with the termination, the Company
     shall have the right to terminate the guaranty at any time by providing
     written notice of such termination. Notwithstanding any to the contrary,
     this Guaranty shall be discharged and terminated upon each of the
     subsidiary's registration statements being declared effective by the U.S
     Securities and Exchange Commission.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)   Exhibits:

                                       21
<PAGE>

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

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

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

b)   Reports on Form 8-K:

On March 3, 2005, the Company filed a Current Report on Form 8-K dated February
23, 2005 reporting the following:

     ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On February 23, 2005, the Registrant entered into Amendment No.2 of the
     Employment Agreement by and between Jerome Mahoney and the Registrant. The
     purpose of this amendment was to provide Mr. Mahoney the flexibility to
     serve as an officer and/or director of other entities so long as: (i) these
     positions do not interfere with the performance of his duties to iVoice,
     Inc. and (ii) these other business entities do not compete with the
     business of the Company.

     ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a) On February 23, 2005, the Registrant terminated the services of its
     independent account, Mendlowitz Weitsen, LLP. For the two most recent
     fiscal years: (i) the independent account's report did not contain an
     adverse opinion or disclaimer of opinion, nor was it modified as to
     uncertainty, audit scope, or accounting principles and (ii) there were no
     disagreements with the former accountant, whether or not resolved, on any
     matter of accounting principles or practices, financial statement
     disclosure, or auditing scope or procedure, which, if not resolved to the
     former accountant's satisfaction, would have caused it to make reference to
     the subject matter of the disagreement(s) in connection with its report.
     The decision to change accountants was recommended by the Registrant's
     Audit Committee.

     (b) On February 23, 2005, the Registrant engaged the independent accounting
     firm of Bagell, Josephs & Company, L.C.C. as principal accountant to audit
     the Registrant's financial statements for the fiscal year ended December
     31, 2004.


On March 8, 2005, the Company filed a Current Report on Form 8-K/A Amendment No.
1 dated February 23, 2005 reporting the following:

     ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a) On February 23, 2005, the Registrant dismissed its independent account,
     Mendlowitz Weitsen, LLP. For the two most recent fiscal years: (i) the
     independent account's report did not contain an adverse opinion or
     disclaimer of opinion, nor was it modified as to uncertainty, audit scope,
     or accounting principles and (ii) there were no disagreements with the
     former accountant, whether or not resolved, on any matter of accounting
     principles or practices, financial statement disclosure, or auditing scope
     or procedure, which, if not resolved to the former accountant's

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<PAGE>

     satisfaction, would have caused it to make reference to the subject matter
     of the disagreement(s) in connection with its report. The decision to
     change accountants was recommended by the Registrant's Audit Committee.

     (b) On February 23, 2005, the Registrant engaged the independent accounting
     firm of Bagell, Josephs & Company, L.C.C. as principal accountant to audit
     the Registrant's financial statements for the fiscal year ended December
     31, 2004.




                                   SIGNATURES

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


iVoice, Inc.


By: /s/ Jerome R. Mahoney                                    Date: May 12, 2005
    ---------------------------                                    ------------
    Jerome R. Mahoney, President,
    Chief Executive Officer and
    Principal Financial Officer


















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<PAGE>

                                INDEX OF EXHIBITS

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

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

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


































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