SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2002

                                       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)

Delaware                                                         52-1750786
--------------------------------------------------------------------------------
(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,
                                                                par value $.001
                                                                per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES __X__            NO ____

Number of shares of Class A, common stock, $.001 par value, outstanding as of
April 27, 2002: 160,230,166


<PAGE>

                                  iVOICE, INC.
                              FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002



                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------

PART I. FINANCIAL INFORMATION

        Item 1.   Financial Statements

                  Balance Sheet - March 31, 2002 (Unaudited)                   2

                  Statements of Operation -
                  For the three months ended March 31, 2002 and 2001           3

                  Statements of Cash Flows -
                  For the three months ended March 31, 2002 and 2001         4-5

                  Notes to the financial statements                         6-10

        Item 2.   Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                11-13


PART II. OTHER INFORMATION


         Item 1.   Legal Proceedings                                          13

         Item 3.   Defaults upon Senior Securities                            13



                                       1
<PAGE>
<TABLE>
<CAPTION>

                                  iVOICE, INC.
                                 BALANCE SHEETS

                                                                                       March  31,
                                                                                          2002
                                                                                       ---------


(Unaudited)
      ASSETS

CURRENT ASSETS
<S>                                                                                  <C>
   Cash and cash equivalents                                                         $    172,185
   Accounts receivable, net of allowance for doubtful accounts of $7,000                   85,143
   Inventory                                                                               13,717
   Prepaid expenses and other current assets                                               72,436
                                                                                    -------------
    Total current assets                                                                  343,481
                                                                                    -------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of  $96,636                        99,101
                                                                                    -------------

OTHER ASSETS
   Other receivable                                                                        67,650
   Software license costs, net of accumulated amortization of $299,200                    244,800
   Intangible assets, net of accumulated amortization of $24,323                          269,578
   Deposits and other assets                                                               13,900
                                                                                   --------------
      Total other assets                                                                  595,928
                                                                                   --------------

      TOTAL ASSETS                                                                    $ 1,038,510
                                                                                   ==============

       LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
     Obligations under capital leases - current                                     $      36,920
     Accounts payable and accrued expenses                                              1,465,237
     Due to related parties                                                               776,419
     Convertible debentures                                                               194,800
     Billings in excess of estimated costs on uncompleted contracts                        49,343
                                                                                    -------------
         Total current liabilities                                                      2,522,719
                                                                                    -------------

LONG-TERM DEBT
     Obligation under capital leases - non-current                                          3,953
                                                                                    -------------
                  Total liabilities                                                     2,526,672
                                                                                    -------------

COMMITMENTS AND CONTINGENCIES                                                                   -

STOCKHOLDERS' DEFICIENCY
     Preferred stock, $1 par value; authorized 1,000,000 shares;
      no shares issued and outstanding                                                          -
     Common stock, Class A - par value $.001; authorized
      600,000,000 shares, 159,003,954 issued; 158,403,954 outstanding                   1,180,159
     Common stock, Class B - no par value; authorized 3,000,000
      shares;  700,000 shares issued; 354,000 shares outstanding                               36
     Subscription receivable                                                              (41,956)
     Treasury stock, 600,000 Class A shares, at cost                                      (28,800)
     Additional paid in capital                                                        10,674,440
     Accumulated deficit                                                              (13,272,041)
                                                                                    -------------
         Total stockholders' deficiency                                                (1,488,162)
                                                                                    -------------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                               $ 1,038,510
                                                                                    =============

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

</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>


                                  iVOICE, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)



                                                                                   For the Three Months Ended
                                                                                              March 31,
                                                                                ----------------------------------
                                                                                      2002                 2001
                                                                                ----------------       -----------

<S>                                                                                <C>                 <C>
SALES, net                                                                         $     135,663       $    82,340

COST OF SALES                                                                             38,148            45,686
                                                                                ----------------       -----------

GROSS PROFIT                                                                              97,515            36,654
                                                                                ----------------       -----------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling expenses                                                                     24,561            46,312
     General and administrative expenses                                                 769,070           536,406
     Research and development                                                             56,928           128,331
     Bad debt expense                                                                      3,000            10,000
     Depreciation and amortization                                                        40,600            40,239
                                                                                ----------------     -------------
Total selling, general and administrative expenses                                       894,159           761,288
                                                                                ----------------     -------------

LOSS FROM OPERATIONS                                                                    (796,644)         (724,634)
                                                                                ----------------     -------------

OTHER INCOME\(EXPENSE)
     Other income                                                                         28,800                 -
     Interest expense                                                                    (73,328)          (40,544)
                                                                                ----------------     -------------
Total other income\(expense)                                                             (44,528)          (40,544)
                                                                                ----------------     -------------

LOSS BEFORE INCOME TAXES                                                                (841,172)         (765,178)

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

NET LOSS                                                                           $    (841,172)      $  (765,178)
                                                                                ================     =============

NET LOSS PER COMMON SHARE
     Basic                                                                         $       (0.01)      $     (0.01)
                                                                                ================     =============
     Diluted                                                                       $       (0.01)      $     (0.01)
                                                                                ================     =============


    The accompanying notes are an integral part of the financial statement.
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                  iVOICE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                    For the Three Months Ended
                                                                                             March 31,
                                                                                       2002               2001
                                                                                ----------------     -------------
CASH FLOW USED IN OPERATING ACTIVITIES
<S>                                                                                <C>                 <C>
   Net loss                                                                        $    (841,172)      $  (765,178)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                                           10,119             9,758
   Amortization of prepaid expense                                                       257,917             3,975
   Amortization if intangibles                                                             3,281             3,281
   Amortization of software license                                                       27,200            27,200
   Amortization of debt issue costs                                                       35,427            11,904
   Forfeited employee stock compensation                                                 (28,800)                -
   Bad debt expense                                                                        3,000            10,000
   Option discounts                                                                      299,794                 -
   Common stock issued for consulting services                                                 -            80,055
   Common stock issued for compensation                                                        -           224,000
   Common stock issued for interest                                                       10,735             6,559
   Changes in certain assets and liabilities:
             Accounts receivable                                                         (50,859)           11,847
             Inventory                                                                     6,869               124
             Accounts payable and accrued liabilities                                     96,125            21,503
             Deferred revenue                                                              5,726           (12,513)
             Other assets                                                                  1,008           144,750
                                                                                ----------------        ----------
Total cash used in operating activities                                                 (163,630)         (222,735)
                                                                                ----------------        ----------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                                                     (2,095)                -
   Purchase of goodwill                                                                   (1,560)           (3,090)
                                                                                ----------------        ----------
Total cash used in investing activities                                                   (3,655)           (3,090)
                                                                                ----------------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                                    -           129,931
   Proceeds from related party loans                                                           -           229,000
   Repayments of related party loans                                                     (30,000)          (30,000)
   Collections on stock subscriptions                                                    292,000                 -
   Payment of capital lease obligations                                                   (8,073)           (6,533)
                                                                                ----------------        ----------
Total cash provided by financing activities                                              253,927           322,398
                                                                                ----------------        ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 86,642            96,573

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                           85,543            55,349
                                                                                ----------------        ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                          $     172,185       $   151,922
                                                                                ================        ==========

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                                $       2,480       $     4,020
                                                                                ================        ==========
   Income taxes                                                                    $           -       $         -
                                                                                ================        ==========

    The accompanying notes are an integral part of the financial statement.
</TABLE>

                                       4
<PAGE>

                                  iVOICE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

March 31, 2002:
--------------

a)   During the three months ended March 31, 2002, the Company issued 10,000
     shares as partial payment for leasehold improvements valued at $540.

b)   During the three months ended March 31, 2002, the Company retained 600,000
     shares previously issued to an employee as compensation. These shares were
     deemed as not having been vested with the terminated employee and were
     recorded as treasury stock at a value of $28,800.

c)   During the three months ended March 31, 2002, the Company issued 4,364,516
     shares of its Class A common stock for interest on its outstanding
     Convertible Debentures valued at $95,679. Of this amount $10,735 reflects
     interest incurred in the current period and $84,944 represents amounts
     accrued in prior periods.

d)   During the three months ended March 31, 2002, the Company issued 505,921
     shares of its Class A common stock for the repayment of $15,000 in
     principal on its 8% Convertible Debentures

March 31, 2001:
--------------

a)   During the three months ended March 31, 2001, the Company issued 705,000
     restricted shares of its Class A common stock for services valued at
     $80,055.

b)   During the three months ended March 31, 2001, the Company issued 2,020,834
     restricted shares of its Class A common stock as compensation valued at
     $224,000.

c)   During the three months ended March 31, 2001, the Company issued 104,110
     restricted shares of its Class A common stock as interest on its 12%
     Convertible Debentures valued at $6,559.


                                       5
<PAGE>

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


                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

NOTE 1 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

             The accompanying 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.

             For further information, refer to the financial statements
             and footnotes included in Form 10-KSB for the year ended
             December 31, 2001.

             The result of operations for the three-month periods ended
             March 31, 2002 and 2001 are not necessarily indicative of
             the results to be expected for the full year.

             The accompanying financial statements have been prepared
             assuming that the Company will continue as a going concern,
             which contemplates the realization of assets and
             satisfaction of liabilities in the normal course of
             business. The Company has incurred accumulated net losses
             totaling $13,272,041 as of March 31, 2002, and has had
             periodic cash flow difficulties, which raise substantial
             doubt of the Company's ability to continue as a going
             concern.

             To date, the Company has funded its operations through the
             issuances of convertible debt, proceeds from exercised
             warrants, sales of its Class A common stock, collections
             from the sale of company products and loans from its
             principal stockholder, the proceeds of which are derived
             from sales of this principal stockholder's personal
             holdings of the Company's Class A common stock.

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

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

                                       6
<PAGE>

             funding can be raised.



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

             The financial statements do not include any adjustments
             relating to the recoverability and classification of
             recorded assets, or the amounts and classification of
             liabilities that might be necessary in the event the
             Company cannot continue in existence.

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

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


                                                            Three Months Ended
                                                                 March 31,
                                                                 ----------
                                                            2002          2001
                                                       ------------   ----------
             Basic and Diluted                        157,324,754    107,476,215


NOTE 2 -     CONVERTIBLE DEBENTURES

             The Company has previously issued two series of convertible
             debentures consisting of ten notes payable totaling
             $500,000 bearing interest at 12% per annum and payable on
             December 1, 2000 and fifteen notes payable totaling
             $425,000 bearing interest at 8% and maturing 5 years from
             the date of issue.

             The 12% debentures are convertible into shares of the
             Company's Class A Common Stock at the option of the holder
             by dividing the outstanding principal and interest by the
             conversion price which shall equal 50% of the average bid
             price during the 20 trading days before the conversion
             date. As of March 31, 2002, $305,200 in principal of the
             12% debentures and $99,644 in accrued interest had been
             converted into 7,276,488 shares of the Company's Class A
             Common Stock. Total outstanding principal balance of the
             12% convertible debentures at March 31, 2002 was $194,800
             plus accrued interest of $7,305.

             The 8% debentures are convertible into Class A common
             shares at the lesser of (i) 140% of the closing bid price
             for the Common Stock on the Closing Date, or (ii) 80% of
             the average of the three lowest closing bid for the 22
             trading days immediately preceding the date of conversion.

                                       7
<PAGE>


             As of March 31, 2002, all outstanding principal of the 8%
             debentures and $9,918 in accrued interest had been
             converted into 7,740,679 shares of the Company's Class A
             Common Stock.



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

NOTE 3 -     DUE TO RELATED PARTY

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

             As of March 31, 2002, the outstanding loan balance
             including monies loaned from the proceeds of stock sales,
             unpaid compensation, income taxes incurred from the sale of
             stock and unreimbursed expenses, totaled $1,911,852, of
             this amount, $1,135,433 is reflected in accrued expenses.

             Under the terms of the loan agreements, the note holder may
             elect prepayment of the principal and interest owed
             pursuant to this note by issuing Jerome Mahoney, or his
             assigns, one Class B common share of iVoice, Inc., no par
             value, for each dollar owed.

NOTE 4 -     COMMITMENTS AND CONTINGENCIES

           a)In April 2000, the Company entered into a two-year lease
             agreement for their office currently utilized as the corporate
             headquarters. Monthly lease payments total $11,000. On December
             5, 2001, the Company renegotiated this lease and reduced the
             space it occupies. The new lease has an eight-month term
             requiring monthly payments of $7,000.

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

           c)The Company has filed suit against PanAm Wireless, Inc. the
             parent company of Celpage, Inc. for breach of contract related to
             the installation of a 196-port Integrated Voice Response System
             at the customer's Guaynabo, Puerto Rico location. PanAm has
             refused to accept the remaining ports citing a shortfall in their
             projected subscriber base. Subsequent to the filing and in
             response to our claim, PanAm Wireless has entered a counterclaim
             against iVoice alleging iVoice's failure to supply PanAm Wireless
             with the required equipment and that the system did not provide
             the specified services specified in their purchase order. iVoice
             denies PanAm Wireless' counterclaim allegations and intends to
             vigorously defend itself in this suit.

                                       8
<PAGE>
             Currently, the parties are negotiating a settlement, which include
             terms that generally provide for the substantial completion of the
             original installation.

                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

           d)We have been named as a defendant in a lawsuit brought by
             Business Staffing, Inc. filed April 12, 2001. In this lawsuit,
             the plaintiff claims non-payment of $37,250 for placement
             services performed by Business Staffing. In non-binding
             arbitration, the arbitrator determined an amount of $19,250 to be
             owing to the plaintiff for services performed. This entire amount
             has previously accrued and presents no impact to the financial
             position of iVoice. Management has requested a trial hearing and
             intends to vigorously defend itself against this claim.

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

NOTE 5 -     CAPITAL LEASE OBLIGATIONS

             During the year ended December 31, 2000, the Company
             incurred two capital lease obligations totaling $92,895 in
             connection with the acquisition of computers and office
             furniture.

             The future minimum lease payments due under the capital
             leases at March 31, 2002 are follows:

             Lease payable for computer equipment, payable at $1,367 per
             month, including interest at 22.31%.
             Final payment is due June 2003.                          $   17,750

             Lease payable for furniture, payable at $2,151 per
             month, including interest at 20.79%. Final payment
             due April 2003.                                              23,123
                                                                      ----------
             Present value of net minimum lease payments              $   40,873
                                                                      ==========
             The future minimum lease payments                        $   46,317
             Less amount representing interest                             5,444
                                                                      ----------
             Present value of net minimum lease payments                  40,873
             Less current portion                                         36,920
                                                                      ----------
             Long term capital lease obligations                      $    3,953
                                                                      ==========
NOTE 6 -     COMMON STOCK

                                       9
<PAGE>


             In August 2001, the Company amended its Certificate of
             Incorporation to change the par value of its Class A Common
             Stock from $.01 to $.001 and to increase the number of
             shares the Company is authorized to issue of its Class A
             Common Stock from 150,000,000 to 600,000,000 and its Class
             B Common Stock from 700,000 to 3,000,000. The amendment
             also granted the board of directors the rights to prescribe
             and authorize the issuance of 1,000,000 preferred shares,
             $1.00 par value.



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2002

           a)Class A Common Stock
             --------------------
             Class A Common Stock consists of the following as of
             March 31, 2002: 600,000,000 shares of authorized
             common stock with a par value of $.001, 159,003,954,
             shares were issued and 158,403,954 shares were
             outstanding.

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

             For the three months ended March 31, 2002, the Company
             had the following transactions in its Class A Common
             Stock:

               1.   The Company issued 10,000 shares of its Class A Common Stock
                    for services rendered valued at $540.

               2.   The Company issued 505,921 shares of Class A Common Stock
                    for the conversion of $15,000 in debenture principal and
                    317,576 shares for $13,885 in accrued interest.

               3.   The Company issued 4,364,516 shares of Class A Common Stock
                    for the conversion of $95,679 in accrued interest on its
                    outstanding convertible debentures.

           b)Class B Common Stock
             --------------------
             Class B Common Stock consists of the following as of
             March 31, 2002: 3,000,000 shares of authorized common
             stock with no par value of which, 700,000 shares were
             issued; and 354,000 shares were outstanding. To date,
             a total of 346,000 Class B shares have been converted
             into 34,600,000 Class A shares. Class B Common Stock
             has voting rights of 100 to 1 with respect to Class A
             Common Stock. Class B common stockholders are not
             entitled to receive dividends.


                                       10
<PAGE>


             There were no transactions involving Class B Commonstock in the
             three months ended March 31, 2002.

           c)Preferred Stock
             ---------------
             Preferred Stock consists of 1,000,000 shares of
             authorized preferred stock with $1.00 par value. As of
             March 31, 2002, no shares were issued or outstanding.



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

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

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

In April 2002, iVoice received a purchase order from one of the largest retail
chains in North America for the development and installation of a prototype
speech enabled item locator. The item locator is part of a feasibility study to
test customer response and effectiveness. The item locator will allow consumers
to pick up a telephone handset located in the store and speak the name of the
item they wish to find. The system will respond with the correct location of the
item within the store. Future orders of the item locator are contingent upon
acceptance of the prototype and are at the discretion of the retailer.

March 31, 2002 compared to March 31, 2001
-----------------------------------------

Revenues are derived primarily from the sale of voice and computerized telephone
systems for small-to-medium sized businesses and corporate departments. Total
revenues for the three months ended March 31, 2002 were $135,663, as compared to
$82,340 for the three months ended March 31, 2001, an increase of $53,323 or
64.8%.

The increase in revenues can be attributable to firming demand for the Company's
Speech Enabled Auto Attendant and Speech Enabled Interactive Voice Response
(IVR) applications. Commencing in January 2002, the Company began a promotional
program for authorized re-sellers of the 3Com NBX(R) platform, Artisoft
TeleVantage(R) Communication server, and AltiGen's AltiServ(R) phone systems.
Through the promotional program, authorized dealers and resellers of these
manufacturers, can purchase a demonstration copy of Speech-enabled Auto
Attendant software at discounted pricing to demonstrate the product.
Co-marketing agreements with these manufacturers has also contributed to the
success of the promotional programs. For quarter ending March 31, 2002, iVoice
has shipped over 70 copies to prospective dealers who have expressed interest in
promoting the Speech Enabled Auto Attendant to their customer base. The interest
and demand has continued though the month of April and the Company has extended
the program through May 31, 2002.

Unless special arrangements are made, the Company receives 50% of the contract
as a down payment on any product purchased with the balance due upon shipment or
installation, if included in the contract. The Company recognizes its revenue
using the percentage of completion method for turnkey systems that require

                                       11
<PAGE>

custom configuration by the customer. The Company determines the expected costs
on a particular configuration by estimating the hardware costs and anticipated
labor hours to configure and install a system. Revenues are then recognized in
proportion to the amount of costs incurred as of the reporting date over the
total estimated costs anticipated.

Gross margin for the three months ended March 31, 2002 was $97,515 or 71.8%, as
compared to $36,654 or 44.5% for the three months ended March 31, 2001. The
gross margin is dependent, in part, on product mix, which fluctuates from time
to time; complexity of a communication system installation which determines
necessary hardware requirements and may not have a proportionate relationship
with the system selling price; and the ability of Company technical personnel to
efficiently configure and install the Company's communications products. The
increase of $60,861 or 166.0% reflects increased sales volume particularly in
software only, which has significantly higher margins than developed turnkey
systems requiring costly hardware components.

Total operating expenses increased $132,871 or 17.5% from $761,288 for the three
months ended March 31, 2001 to $894,159 for the three months ended March 31,
2002, The increase in operating expenses for the current quarter was principally
a result of the amortization of prepaid consulting fees totaling $257,917 and a
charge of $299,794 for a reduction in the strike price on warrants previously
issued by the Company. This increase was offset by a reduction in payroll and
employee benefits totaling $283,000; a reduction in legal and accounting fees of
$51,977; a reduction in rent expense of $17,910 and a reduction in nearly all
other operating expense items totaling $71,953, reflecting Management's efforts
to reduce its operating budget and conserve the Company's cash resources.

As of March 31, 2002, the Company had 10 full-time employees, and 2 part-time
employees for a total of 12 individuals. The company is actively pursuing
additions to its sales and technical staff which will increase operating
expenditures for payroll and related benefit costs in future quarters.

The loss from operations for the three months ended March 31, 2002 was $796,644
compared to $724,634 for the three months ended March 31, 2001, an increase of
$26,405 or 9.9%

Other income reflects income of $28,800 for the retention of 600,000 shares
previously issued to an employee and charged to compensation expense in a prior
period. These shares were deemed as not having been vested with the terminated
employee and were recorded as treasury stock purchase at a value of $28,800.

Interest expense of $73,328 was incurred for the three-month period ending March
31, 2002 versus $40,544 in the three months ending March 31, 2001, an increase
of $32,784. The three months ending March 31, 2002 reflects an increase in
financing costs of $24,023 related to the termination of a subscription and
registration rights agreement with Beacon Capital, LLC, and a charge for $10,570
in penalty interest charged by the holders of our outstanding 12% convertible
debentures for defaulting on the registration rights agreement with them.

Net loss for the three-month period ending March 31, 2002 was $841,172 as
compared to 765,178 for the first three months of 2001. The increase in net loss
of $75,994 was a result of the factors discussed above.

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

We are funding our current operations principally from the collection of
proceeds from exercised warrants and from loans from our principal stockholder
that in the


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aggregate, totaled $1,911,852 at March 31, 2002. Through increased revenues
and the reduction of the Company's operating budget, cash used in operations has
been reduced by $59,105 in the three months ending March 31, 2002 compared the
same three months of 2001. Management believes it can achieve its profitability
goals through the increased sales of its products however the Company will
continue to operate on the leanest operating budget affordable in its strive to
weather current economic conditions in the telecommunications industry which
management feels has hindered growth. We continue to operate on a negative cash
flow basis and anticipate that we will require financing within the next three
months.

We are currently in discussions with several investors to provide financing
sufficient to continue operating through the fiscal year, however no financing
agreement has been finalized and there can be no assurances that the financing
transaction will be completed. Additionally, there is no assurance that if
finalized, these financing arrangements 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 should the Company fail to consummate a new
financing transaction. Current economic and market conditions have made it very
difficult to raise required capital for the Company to implement its business
plan.

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

We were named a defendant in a lawsuit brought about by Communication Research,
Inc., ("CRI") In this lawsuit, CRI makes claims against us of constructive
eviction, trespass, breach of contract, conversion, interference with economic
relations, and quantum merit. On March 4, 2002, in the Superior Court of New
Jersey in Bergen County, the plaintiff was awarded a judgement in the amount of
$31,978. In an agreement to vacate the judgement against iVoice, the parties
have agreed to settle the claim for $15,000 payable in 5 monthly installments.

We were named defendant in a lawsuit brought by Lighthouse Technical Consulting,
Inc. filed March 14, 2001. In this lawsuit, the plaintiff makes claim for
non-payment of $15,000 for placement services performed by Lighthouse. Upon
filing a Motion to Dismiss the Complaint, the complaint was dismissed without
prejudice on December 21, 2001. On April 16, 2002, the Company filed a motion to
dismiss the complaint with prejudice.

We were named defendant in a lawsuit brought by Business Staffing, Inc. filed
April 12, 2001. In this lawsuit, the plaintiff makes claim for non-payment of
$37,250 for placement services performed by Business Staffing. In non-binding
arbitration, the arbitrator determined an amount of $19,250 to be owing to the
plaintiff for services performed. This entire amount has previously accrued and
presents no impact to the financial position of iVoice. Management has filed a
motion for the case to be heard at trial and intends to vigorously defend itself
in this suit.

The Company has filed suit against PanAm Wireless, Inc. the parent company of
Celpage, Inc. for breach of contract amounting to $245,375, related to the
installation of a 196-port Integrated Voice Response System at the customer's
Guaynabo, Puerto Rico location. PanAm has refused to accept the remaining ports
citing a shortfall in their projected subscriber base. Subsequent to the filing
and in response to our claim, PanAm Wireless has entered a counterclaim in the
amount of $5,418,438 for lost profits and additional costs incurred by PanAm
Wireless alleging iVoice failed to supply the required equipment and that the
system did not provide the specified services specified in their purchase order.
iVoice refutes the claims made by PanAm wireless and will vigorously defend
itself against this counterclaim. The Company and Celpage are currently
negotiating to complete a significant portion of the remaining installation.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

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

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                                   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
                                               -------------------
                                               Jerome R. Mahoney, President

                                           By: s/Kevin Whalen
                                           Kevin Whalen, Chief Financial Officer



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