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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 August 11, 2006:                 55,977,299
================================================================================
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006



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


                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Condensed Consolidated Financial Statements (Unaudited)

                 Condensed Consolidated Balance Sheet - June 30, 2006         2

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

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

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

                 Notes to Condensed Consolidated Financial Statements      7-18

         Item 2. Management's Discussion and Analysis or Plan of
                 Operations                                               19-28

         Item 3. Controls and Procedures                                     29

PART II. OTHER INFORMATION

         Item 6. Exhibits                                                    30

                                       1
<PAGE>

                          IVOICE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2006
<TABLE><CAPTION>
<S>                                                                              <C>
                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                        $ 11,193,744
Securities available for sale                                                         468,108
Accounts receivables, net of allowance for product returns of $49,804                    --
Inventory                                                                             104,333
Prepaid expenses and other current assets                                             319,823
                                                                                 ------------
        Total current assets                                                       12,086,008
                                                                                 ------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $207,499                   135,024
                                                                                 ------------
OTHER ASSETS
Deferred financing costs                                                              159,271
Intangible assets                                                                     323,084
Deposits and other assets                                                               8,642
                                                                                 ------------
        Total other assets                                                            490,997
                                                                                 ------------

TOTAL ASSETS                                                                     $ 12,712,029
                                                                                 ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                            $    528,549
Warrant liability                                                                   1,762,741
Due to related parties                                                                 66,986
                                                                                 ------------
          Total current liabilities                                                 2,358,276
                                                                                 ------------

LONG TERM DEBT
Convertible debenture payables, net of discount of $6,620,241                         636,759
Derivative liability on convertible debentures                                      6,617,510
Notes payable, net of current portion                                                  20,000
                                                                                 ------------
          Total long term debt                                                      7,274,269
                                                                                 ------------

          Total liabilities                                                         9,632,545
                                                                                 ------------
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;
  53,665,484 shares issued; 53,662,484 shares outstanding 24,583,694
Common stock, Class B - $.01 par value; authorized 50,000,000 shares;
  2,204,875 shares issued; 1,644,310 shares outstanding                                16,443
Additional paid-in capital                                                             38,617
Accumulated other comprehensive income                                               (141,730)
Accumulated deficit                                                               (21,388,740)
Treasury stock, 3,000 Class A shares, at cost                                         (28,800)
                                                                                 ------------
          Total stockholders' equity                                                3,079,484
                                                                                 ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $ 12,712,029
                                                                                 ============
</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 six months ended           For the three months ended
                                                                   June 30,                            June 30,
                                                        ------------------------------      ------------------------------
                                                            2006              2005              2006              2005
                                                        ------------      ------------      ------------      ------------
                                                                         (Reclassified)                      (Reclassified)
<S>                                                     <C>               <C>               <C>               <C>
SALES, net                                              $     51,917      $      8,749      $     50,924      $      8,749

COST OF SALES                                                 27,331               627            26,235               627
                                                        ------------      ------------      ------------      ------------

GROSS PROFIT                                                  24,586             8,122            24,689             8,122
                                                        ------------      ------------      ------------      ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling and marketing expenses                          101,924              --              66,063              --
     General and administrative expenses                   1,075,432           141,004           516,556            58,151
     Amortization of financing costs                         120,208              --              56,770              --
     Depreciation and amortization                            13,959             5,654             7,154             2,827
                                                        ------------      ------------      ------------      ------------
Total selling, general and administrative expenses         1,311,523           146,658           646,543            60,978
                                                        ------------      ------------      ------------      ------------

LOSS FROM CONTINUING OPERATIONS                           (1,286,937)         (138,536)         (621,854)          (52,856)
                                                        ------------      ------------      ------------      ------------

OTHER INCOME\(EXPENSE)
     Other income                                            372,805           104,643           229,674            59,968
     Gain on revaluation of derivatives                    1,225,791              --           1,225,791              --
     Amortization of discount on debt conversion            (287,837)             --            (287,837)             --
     Write-off of financing costs                         (2,751,581)          (21,145)       (2,751,581)          (21,145)
     Interest expense                                       (306,197)          (43,272)         (145,352)          (36,035)
                                                        ------------      ------------      ------------      ------------
Total other income\(expense)                              (1,747,019)           40,226        (1,729,305)            2,788
                                                        ------------      ------------      ------------      ------------
LOSS FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES (3,033,956)                         (98,310)       (2,351,159)          (50,068)

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

NET LOSS FROM
      CONTINUING OPERATIONS                               (3,033,956)          (98,310)       (2,351,159)          (50,068)

LOSS FROM DISCONTINUED OPERATIONS
     Loss from Discontinued Operations                          --            (610,135)             --            (291,825)
                                                        ------------      ------------      ------------      ------------

NET LOSS APPLICABLE TO COMMON SHARES                    $ (3,033,956)     $   (708,445)     $ (2,351,159)     $   (341,893)
                                                        ============      ============      ============      ============

NET LOSS PER COMMON SHARE - CONTINUING OPERATIONS
     Basic and diluted                                  $      (0.06)     $      (0.00)     $      (0.05)     $      (0.00)
                                                        ============      ============      ============      ============

NET LOSS PER COMMON SHARE - DISCONTINUED OPERATIONS
     Basic and diluted                                  $      (0.00)     $      (0.01)     $      (0.00)     $      (0.01)
                                                        ============      ============      ============      ============
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic and diluted                                    50,909,087        49,057,136        51,833,905        49,415,752
                                                        ============      ============      ============      ============
</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 SIX MONTHS ENDED JUNE 30, 2006



Balance at January 1, 2006                                     $     13,097

Net unrealized loss for the six months ended June 30, 2006         (154,827)
                                                               ------------
Balance at June 30, 2006                                       $   (141,730)
                                                               ============

































              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 six months ended
                                                                                                   June 30,
                                                                                        ------------------------------
                                                                                            2006               2005
                                                                                        ------------      ------------
                                                                                                         (Reclassified)
<S>                                                                                     <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
   Net  (loss) from continuing operations                                               $ (3,033,956)     $    (98,310)
   Adjustments to reconcile net loss to net cash  (used in) operating activities:
   Depreciation and amortization of intangibles                                               13,959             5,654
   Amortization of prepaid finance costs                                                     120,208              --
   Amortization of discount on debt conversion                                               287,837              --
   Provision for product returns                                                              49,804              --
   Receipt of marketable securities in settlement of receivables                                --             (64,890)
   Issuance of common stock for services                                                      85,000            13,500
   Gain on revaluation of derivatives                                                     (1,225,791)             --
   Write off of financing fees                                                             2,751,581              --
   Changes in certain assets and liabilities:
       Accounts receivable                                                                   (49,804)              411
       Inventory                                                                            (104,333)             --
       Prepaid expenses and other assets                                                     (93,666)           10,047
       Accounts payable and accrued liabilities                                              246,453            (2,285)
       Deferred revenue                                                                         --              (9,320)
       Related party accounts                                                                 19,642            20,605
                                                                                        ------------      ------------
   Total cash (used in) operating activities from continuing operations                     (933,066)         (124,588)
                                                                                        ------------      ------------

   Net loss from discontinued operations                                                        --            (610,135)
   Adjustments to reconcile net loss to net cash used in discontinued operations                --             170,135
                                                                                        ------------      ------------
   Total cash (used in) operating activities from discontinued operations                       --            (440,000)
                                                                                        ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                         (5,633)             --
   Net proceeds from sales of marketable securities                                             --             500,000
   Purchase of intangibles                                                                   (10,775)          (20,520)
   Cash acquired in merger with Thomas Pharmaceuticals, Ltd                                       36              --
                                                                                        ------------      ------------
   Total cash provided by (used in) investing activities from continuing operations          (16,372)          479,480
                                                                                        ------------      ------------
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                                                                 --            (522,740)
                                                                                        ------------      ------------
   Total cash provided by (used in) financing activities from continuing operations        1,141,250         3,969,760
                                                                                        ------------      ------------
   Adjustment to reconcile total cash provided by financing activities from
       discontinued operations                                                                  --             440,000
                                                                                        ------------      ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    191,812         4,324,652
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                           11,001,932         6,763,346
                                                                                        ------------      ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                               $ 11,193,744      $ 11,087,998
                                                                                        ============      ============
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                                     $       --        $       --
                                                                                        ============      ============
   Income taxes                                                                         $       --        $       --
                                                                                        ============      ============
</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)

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the six months ended June 30, 2006:

a)    On May 30, 2006, the Company issued 504,765 restricted shares of Class A
      common stock to Cornell Capital Partners as repayment of principal on an
      outstanding convertible debenture, valued at $40,886.

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 six months ended June 30, 2006, the Company converted 26,204
      shares of Class B Common into 2,183,725 shares of Class A Common, pursuant
      to the provisions of Class B common stock.

For the six months ended June 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.













              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)
                                  JUNE 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 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. Effective
      with the spin-off of Trey Resources on February 11, 2004, Trey Resources
      now owns and operates the Automatic Reminder software business as an
      independent publicly traded entity following this distribution.

                                       7
<PAGE>

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

      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. ("iVoice Technology"), 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. ("Deep Field") and SpeedSwitch, Inc. to
      SpeechSwitch, Inc. ("SpeechSwitch"). 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 the Nevada
      subsidiaries.

      On May 24, 2004, the Company dissolved its wholly owned subsidiary iVoice
      Acquisition 2, Inc. in the state of Delaware. This was an inactive
      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 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".

                                       8
<PAGE>

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

      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 Pharmaceuticals to be a material acquisition and, as
      such, is exempt from reporting pro forma information for the six months
      ending June 30, 2005.

      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

                                       9
<PAGE>

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

      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 iVoice Technology, Inc., Deep Field
      Technologies, Inc., SpeechSwitch, Inc., 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
      six months and three months ended June 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.

      Revenue Recognition
      -------------------
      The Company obtains its income primarily from the sales of
      over-the-counter non-prescription healthcare products to wholesalers and
      distributors. Revenues are recorded upon delivery to the outlets and the
      company generally offers an open return policy for unsold product.

      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 all
      open 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 six months ended June 30, 2006 and 2005,
      the Company incurred $224,737 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)".

                                       10
<PAGE>

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

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


      The computation of basic EPS is computed by dividing income available to
      common stockholders by the weighted average number of outstanding common
      shares during the period. Diluted earnings per share gives effect to all
      dilutive potential common shares outstanding during the period. The
      computation of diluted EPS 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 six month ended      For the three month ended
                                                     June 30,                      June 30,
                                             -------------------------     -------------------------
                                                2006           2005           2006           2005
                                             ----------     ----------     ----------     ----------
<S>                                          <C>            <C>            <C>            <C>
          Basic and Diluted EPS Purposes     50,909,087     49,057,136     51,833,905     49,415,752
                                             ==========     ==========     ==========     ==========
</TABLE>

      The Company had common stock equivalents of 167,025,083 and 27,450 (post
      reverse split) at June 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 six months and three
      months ended June 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 income (loss) for the six months or three months ended June 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 30, 2003. The financial statements for the six months ended
      June 30, 2006 include the recognition of the derivative liability on the
      underlying securities issuable upon conversion of the Cornell Convertible
      Debentures.






                                       11
<PAGE>

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

NOTE 2  - NOTES PAYABLE

      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. As of June
      30, 2006 the remaining principal balance of the convertible debenture was
      $503,776 and $5,248 of accrued interest.

      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. As of June
      30, 2006, the unpaid balance on the secured convertible debenture is
      $5,544,100 plus accrued interest of $57,751.

      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 30, 2006, we issued 504,765 restricted shares of Class A common stock
      as repayment of principal of $40,886. As of June 30, 2006, the unpaid
      balance on the secured convertible debenture is $1,209,114 plus accrued
      interest of $9,111.

      The aggregate principal value of these three debentures in $7,257,000 and
      is recorded as long term as there are no current obligations under the
      agreements. This amount is shown net of the unamortized portion of the
      discount on conversion of $6,620,241. 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.
      We shall pay 20% redemption premium on the principal amount being
      redeemed.

      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 June 30, 2006, the unpaid balance on the promissory
      note is $20,000 plus accrued interest of $1,466.

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.

                                       12
<PAGE>

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

      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 June 30, 2006, the remaining outstanding balance owed to Mr. Mahoney
      amounted to $66,986.

NOTE 4 - 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 are 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 market value of NuWave on
      the date of transfer was $243,750 as compared to the carrying value of

                                       13
<PAGE>

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

      $250,000 for our Corporate Strategies stock, so the value was written down
      by $6,250. Subsequent to the merger with NuWave Technologies, the company
      changed their name to Emerge Capital Corp.

      As of June 30, 2006, the aggregate value of the Securities Available for
      Sale was $468,108. The gross unrealized loss on marketable securities at
      June 30, 2006 was $141,730.

NOTE 5 - GOODWILL AND INTANGIBLES

      In May 2003 and December 2003, the Company was issued two patents by the
      U.S Patent and Trademark Office for its Speech-Enabled Automatic Telephone
      Dialer. In October 26, 2004 iVoice announced it has received United States
      Patent 6,813,341 for a patent for Speech Enabled Voice Activated/Voice
      Responsive Item Locator. 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 June 30,
      2006. In doing so, management has determined that no write-down for
      impairment is required.

      At June 30, 2006, intangible assets totaled $323,084 net of accumulated
      amortization of $4,418.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

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

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

                                       14
<PAGE>

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

      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.

NOTE 7 - 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.

      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 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.

      a)  Preferred Stock
          ---------------
          Preferred Stock consists of 1,000,000 shares of authorized preferred
          stock with $1.00 par value. As of June 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, 49,976,994 shares were issued and
          49,973,994 shares were outstanding.

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

          For the six months ending June 30, 2006, the company had the following
          transactions in its Class A common stock:

          >>  The Company issued 504,765 restricted shares of Class A common
              stock to Cornell Capital

                                       15
<PAGE>

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

              Partners as repayment of principal on an outstanding convertible
              debenture, valued at $40,886.

          >>  The Company issued 1,000,000 shares of Class A common stock for
              public relations services at a value of $85,000.

          >>  The Company issued 2,183,725 shares of Class A common stock for
              conversion of 26,204 shares of Class B common stock for Mr.
              Mahoney, pursuant to the provisions of the Class B common stock.

          As of June 30, 2006, there are 53,665,484 shares issued and 53,662,484
          shares outstanding.


      c)  Class B Common Stock
          --------------------
          Class B Common Stock consists of 50,000,000 shares of authorized
          common stock with $.01 par value. Each share of Class B common stock
          is convertible into Class A common stock calculated by dividing the
          number of Class B shares being converted by fifty percent (50%) of the
          lowest price that the Company had previously issued its Class A common
          stock since the Class B shares were issued. Each holder of Class B
          common stock has voting rights equal to the number of Class A shares
          that would be issued upon the conversion of the Class B shares, had
          all of the outstanding Class B shares been converted on the record
          date used for purposes of determining which shareholders would vote.
          Holders of Class B common stock are entitled to receive dividends in
          the same proportion as the Class B common stock conversion and voting
          rights have to Class A common stock. Jerome R. Mahoney is the sole
          owner of the Class B common stock. As of June 30, 2006, there are
          2,204,875 shares issued and 1,644,310 shares outstanding.

          Pursuant to the conversion terms of the Class B Common stock, on June
          30, 2006, the 1,644,310 outstanding shares of Class B common stock are
          convertible into 137,025,833 shares of Class A common stock.

          For the six months ending June 30, 2006, the company had the following
          transactions in its Class B common stock:

          >>  The Company issued 2,183,725 shares of Class A common stock for
              conversion of 26,204 shares of Class B common stock for Mr.
              Mahoney, pursuant to the provisions of the Class B common stock.

                                       16
<PAGE>

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

NOTE 8 - ACQUISTIONS & MERGERS

      On January 6, 2004, 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. ("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)
                                                  ------------
          Total                                   $    (93,533)
                                                  ============

NOTE 9 - SUBSEQUENT EVENTS

      On March 21, 2006, the Company 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 will be 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 will be used to pay down a portion of the Cornell Debentures.

      In June 2006, we announced additional plans to enter the alternative
      energy sector. We are currently in final negotiations to acquire a company
      that will own the rights to biodiesel technology, the fastest growing
      alternative fuel in America. We will hold a majority interest in the new
      venture permitting us to consolidate the performance of these operations
      for financial reporting purposes. In July 2006, we announced that we 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.

                                       17
<PAGE>

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

NOTE 9 - SUBSEQUENT EVENTS (CONTINUED)

      On July 7, 2006, the Company issued 2,314,815 shares of Class A common
      stock to Cornell Capital as repayment of principal on the Cornell Secured
      Convertible Debentures.

      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 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 this Stock
      Purchase Agreement should this transaction not be completed by October 31,
      2006.























                                       18
<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 six months and three months
ended June 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 income (loss) for the six-month or
three-month periods ended June 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.

                                       19
<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.

                                       20
<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 thirteen 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".

                                       21
<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 will be 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 will be 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. 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"),

                                       22
<PAGE>

          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.

          We also agreed to purchase an additional debenture in the principal
          amount of at least $225,000 on or before April 30, 2006 and additional
          $225,000 of Series B Preferred Stock on or before April 30, 2006.
          Finally, we further agreed that if Thomas NJ generates sales of $1
          million in the period beginning on January 1, 2006 and ending on
          September 30, 2006, then we will purchase 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.

          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.

          In June 2006, the Company announced additional plans to enter the
          alternative energy sector. The Company is currently in final
          negotiations to acquire a company that will own the rights to
          biodiesel technology, the fastest growing alternative fuel in America.
          iVoice will hold a majority interest in the

                                       23
<PAGE>

          new venture permitting it to consolidate the performance of these
          operations for financial reporting purposes. In July 2006, the Company
          announced that it 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. The Company plans to use the location as the site of a
          proposed new biodiesel facility.

          The Company plans to immediately commence a study to determine the
          scope and feasibility of the project. Upon completion of the study,
          engineering, design and permitting issues will be assessed in order to
          facilitate completion. The facility is also subject to regulatory
          permitting for use of producing biodiesel at the facility. The Company
          is currently in discussions with potential partners, who could share
          in the development costs and provide additional expertise.

          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.

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

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 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 six months ended June 30, 2006 and 2005 were $51,917
and $8,749, respectively. The sales in 2006 represent initial product sales of
our Acid-All product that was introduced in March and is being promoted by our
subsidiary, Thomas Pharmaceuticals. The sales in 2005 represent deferred
maintenance contracts that were not allocated to the three spun-off
subsidiaries.

                                       24
<PAGE>

     Cost of sales for the six months ended June 30, 2006 and 2005 were $27,331
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 six months ended June 30, 2006 and 2005,
were $1,311,523 and $146,658, respectively. Comparison of the current period to
the prior period is not meaningful. Operating expenses for the current period
include $630,746 of costs related to the Thomas operations. Of these expenses,
$224,737 was for advertising campaigns initiated to introduce the Acid-All
products. Other costs include selling and marketing expenses of $101,924,
consulting for product and packaging of $63,264 and $49,804 provision for
product returns. The remaining costs include salaries, benefits, rent and
supplies for the Thomas operations. The ongoing expenses of the parent were
$582,694, 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
amortization of financing costs of $120,208, which is being written off over the
balance of the term of the Cornell debentures.

     Total other income (expense) for the six months ended June 30, 2006 was an
expense of $1,747,019. 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 $287,837, interest expense of $306,197 on the Cornell debentures
and related party loans. These amounts were offset by $233,312 of interest
income on the cash accounts and $1,225,791 gain on revaluation of the
derivatives and $64,165 of administrative service fees charged to the spun-off
companies. Comparison of the current period to the prior period is not
meaningful.

     Net loss from continuing operations for the six months ending June 30, 2006
and 2005, was $3,033,956 and $98,310, 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 six months ended June 30,
2005 was $610,135. 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 six months ended June 30, 2006 was $3,033,956 as
compared to the net loss of $708,445 for the six months ended June 30, 2005. The
increase in net loss of $2,325,511 was the result of the factors discussed
above.

THREE MONTHS ENDED JUNE 30, 2006 COMPARED TO THREE MONTHS ENDED JUNE 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

                                       25
<PAGE>

results of operations had minimal activity in 2005 which makes the comparison to
2006 not meaningful.

     Total sales for the three months ended June 30, 2006 and 2005 were $50,924
and $8,749, respectively. The sales in 2006 represent initial product sales of
our Acid-All product that was introduced in March and is being promoted by our
subsidiary, Thomas Pharmaceuticals. 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 June 30, 2006 and 2005 were
$26,235 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 three months ended June 30, 2006 and 2005,
were $646,543 and $60,978, respectively. Comparison of the current period to the
prior period is not meaningful. Operating expenses for the current period
include $320,499 of costs related to the Thomas operations. Of these expenses,
$89,045 was for advertising campaigns initiated to introduce the Acid-All
products. Other costs include selling and marketing expenses of $66,064,
consulting for product and packaging of $25,728 and $49,804 provision for
product returns. The remaining costs include salaries, benefits, rent and
supplies for the Thomas operations. The ongoing expenses of the parent were
$278,809, 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
amortization of financing costs of $56,770, which is being written off over the
balance of the term of the Cornell debentures.

     Total other income (expense) for the three months ended June 30, 2006 was
an expense of $1,729,305. 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 $287,837, interest expense of $145,352 on the Cornell debentures
and related party loans. These amounts were offset by $122,422 of interest
income on the cash accounts and $1,225,791 gain on revaluation of the
derivatives and $32,083 of administrative service fees charged to the spun-off
companies. Comparison of the current period to the prior period is not
meaningful.

     Net loss from continuing operations for the three months ending June 30,
2006 and 2005, was $2,351,159 and $50,068, 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 June 30,
2005 was $291,825. 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 June 30, 2006 was $2,351,159
as compared to the net loss of $341,893 for the three months ended June 30,
2005. The increase in net loss of $2,009,266 was the result of the factors
discussed above.

                                       26
<PAGE>

EMPLOYEES
---------

     As of June 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, 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 SIX MONTHS ENDED JUNE 30, 2006, IVOICE HAD A NET INCREASE IN CASH OF
$191,182. IVOICE'S PRINCIPAL SOURCES AND USES OF FUNDS IN THE SIX MONTHS ENDED
JUNE 30, 2006 WERE AS FOLLOWS:

     CASH USED BY OPERATING ACTIVITIES. iVoice used $933,066 in cash for
continuing operations in the six months ended June 30, 2006, an decrease of
$808,478 compared to $124,588 in cash used for continuing operations in the six
months ending June 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 cash used by the discontinued operations for the six months ending
June 30, 2005 was $440,000. The cash was used to fund the operating losses in
the discontinued operations.

     CASH USED IN INVESTING ACTIVITIES. iVoice used cash of $16,372 for
investing activities in the six months ended June 30, 2006, compared to $479,480
in cash provided by investing activities in the six months ended June 30, 2005.
The Company upgraded the computers and network for the Thomas operations

                                       27
<PAGE>

in 2006. The Company also continues to invest money in the prosecution of the
Companies patent portfolios. In 2005, the Company transferred $500,000 of
Marketable Securities to Cornell as payment on the outstanding promissory notes.

     CASH USED IN FINANCING ACTIVITIES. iVoice provided $1,141,250 cash from
financing in the six months ended June 30, 2006. This represented the net
proceeds from the sale of a $1,250,000 Secured Convertible Debenture to Cornell
Capital. For the six months ended June 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 and the $522,740 repayment of
principal from the transfer of the Marketable Securities discussed above.

     The net cash provided by financing activities for the discontinued
operations was an increase in cash of $440,000 for the six months ending June
30, 2005 compared. The subsidiaries increased their borrowing from Cornell.

BELOW IS A DESCRIPTION OF IVOICE'S PRINCIPAL SOURCES OF FUNDING:

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

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

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

     On May 25, 2006, we entered into a Securities Purchase Agreement with
Cornell whereby we issued to Cornell an aggregate $8,547,886 of Cornell
Debentures 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 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. We
shall pay a 20% redemption premium on the principal amount being redeemed.

     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.

                                       28
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

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

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

Based upon their 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 June 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 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.


                                       29
<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






































                                       30
<PAGE>

                                   SIGNATURES

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


iVoice, Inc.

By: /s/ Jerome R. Mahoney                  Date:     August 14, 2006
    ---------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Accounting Officer



























                                       31
<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



































                                       32