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, 2001

                                       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.COM
--------------------------------------------------------------------------------
             (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 $.01
                                                               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, $.01 par value, outstanding as of:
  June 30, 2001                                               113,421,548

<PAGE>

                                IVOICE.COM, INC.
                              FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

PART I. FINANCIAL INFORMATION

        Item 1. Financial Statements

                Balance Sheet - June 30, 2001                              1

                Statements of Operation -
                For the three months ended June 30, 2001 and 2000
                and six months ended June 30, 2001 and 2000                2

                Statements of Cash Flows -
                For the six months ended June 30, 2001 and 2000          3 - 5

                Notes to the financial statements                        6 - 11

        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations                     12 - 15

PART II. OTHER INFORMATION

        Item 1. Legal Proceedings                                         16

        Item 3. Defaults upon Senior Securities                           16

<PAGE>

                                iVOICE.COM, INC.
                                 BALANCE SHEETS

                                                                 June 30,
                                                                   2001
                                                               ------------
  ASSETS                                                       (Unaudited)
CURRENT ASSETS
  Cash and cash equivalents                                    $     12,651
  Accounts receivable, net of allowance for
   doubtful accounts of $33,000                                     263,449
  Inventory                                                          29,377
  Prepaid expenses and other current assets                           8,081
                                                               ------------
         Total current assets                                       313,558

PROPERTY AND EQUIPMENT, net of accumulated
 depreciation of $66,869                                            121,405

OTHER ASSETS
Software license costs, net of accumulated
 amortization of $217,600                                           326,400
Financing costs, net of accumulated amortization of $1,250           76,250
Intangibles, net of accumulated amortization of $14,479             277,862
Deposits and other assets                                            13,900
                                                               ------------
  Total other assets                                                694,412
                                                               ------------

      TOTAL ASSETS                                             $  1,129,375
                                                               ============

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
    Accounts payable and accrued expenses                      $  1,094,201
    Obligations under capital leases - current                       31,501
    Billings in excess of estimated costs on incomplete jobs        157,585
    Due to related parties                                          786,419
    Convertible debentures                                          377,000
                                                               ------------
       Total current liabilities                                  2,446,706
                                                               ------------

LONG-TERM DEBT
Obligation under Capital leases - non-current                        32,362
                                                               ------------
    Total liabilities                                             2,479,068

COMMITMENTS AND CONTINGENCIES                                            --

STOCKHOLDERS' DEFICIENCY
    Common stock, Class A - par value $.01; authorized
    150,000,000 shares, 113,421,528 issued and outstanding        1,134,217
    Common stock, Class B - no par value; authorized &
     issued 700,000 shares;  364,000 shares outstanding                  37
    Additional paid in capital                                    8,549,906
    Accumulated deficit                                         (11,033,853)
                                                               ------------
       Total stockholders' deficiency                            (1,349,693)
                                                               ------------

       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY          $  1,129,375
                                                               ============

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


                                      - 1 -

<PAGE>

                                iVOICE.COM, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                     For the Three Months Ended    For the Six Months Ended
                                                             June 30,                       June 30,
                                                     --------------------------    --------------------------
                                                         2001           2000           2001           2000
                                                     -----------    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>            <C>
SALES, net                                           $   134,565    $   104,371    $   216,905    $   501,719

COST OF SALES                                             53,432         60,125         99,118        161,802
                                                     -----------    -----------    -----------    -----------

GROSS PROFIT                                              81,133         44,246        117,787        339,917
                                                     -----------    -----------    -----------    -----------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                      60,987        140,787        107,299        253,774
    General and administrative expenses                  767,412        472,848      1,303,818        898,475
    Research and development                             101,755         98,989        230,086        108,609
    Bad debt expense                                      13,308         15,000         23,308         22,500
    Depreciation and amortization                         39,940         35,211         80,179         66,114
                                                     -----------    -----------    -----------    -----------
Total selling, general and administrative expenses       983,402        762,835      1,744,690      1,349,472
                                                     -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                                    (902,269)      (718,589)    (1,626,903)    (1,009,555)

OTHER EXPENSE
    Non-recurring expense                                352,706             --        352,706             --
    Interest expense                                      30,265        176,969         70,809        321,219
                                                     -----------    -----------    -----------    -----------
Total other expenses                                     382,971        176,969        423,515        321,219
                                                     -----------    -----------    -----------    -----------

LOSS BEFORE INCOME TAXES                              (1,285,240)      (895,558)    (2,050,418)    (1,330,774)

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

NET LOSS                                             $(1,285,240)   $  (895,558)   $(2,050,418)   $(1,330,774)
                                                     ===========    ===========    ===========    ===========

NET LOSS PER COMMON SHARE
    Basic                                            $     (0.01)   $     (0.01)   $     (0.02)   $     (0.02)
                                                     ===========    ===========    ===========    ===========
    Diluted                                          $     (0.01)   $     (0.01)   $     (0.02)   $     (0.02)
                                                     ===========    ===========    ===========    ===========
</TABLE>

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


                                      - 2 -

<PAGE>

                                iVOICE.COM, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        For the Six Months Ended
                                                                June 30,
                                                       --------------------------
                                                           2001           2000
                                                       -----------    -----------
<S>                                                    <C>            <C>
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                            $(2,050,418)   $(1,330,774)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation and amortization                            92,382         66,114
   Bad debt expense                                         23,308         22,500
   Amortization of debt issue costs                          1,250        288,500
   Loss on write-off of financing costs                    141,626             --
   Common stock issued for consulting services             173,105        336,619
   Common stock issued for compensation                    224,000         50,938
   Common stock issued for settlements                     211,080             --
   Common stock issued for interest                          6,559             --
      Changes in certain assets and liabilities:
           Accounts receivable                               5,797       (213,082)
           Inventory                                        (9,149)       (11,055)
           Accounts payable and accrued liabilities        556,364         51,092
           Legal settlement payable                             --       (300,000)
           Deferred revenue                                (12,652)            --
           Other assets                                    116,630        (30,061)
                                                       -----------    -----------
Total cash used in operating activities                   (520,118)    (1,069,209)
                                                       -----------    -----------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                           --        (20,190)
   Purchase of goodwill and other intangibles               (3,090)      (150,000)
                                                       -----------    -----------
Total cash used in investing activities                     (3,090)      (170,190)
                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                129,931        746,000
   Proceeds from exercise of options on common stock            --        319,166
   Prepaid offering and debt issue costs                        --        (31,500)
   Proceeds from related party loans                       274,000             --
   Repayment of related party loans                        (60,000)            --
   Repayment of capital leases payable                     (13,421)        (4,242)
   Sale of convertible debentures                          150,000        150,000
                                                       -----------    -----------
Total cash provided by financing activities                480,510      1,179,424
                                                       -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                  (42,698)       (59,975)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD             55,349        195,861
                                                       -----------    -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD              $    12,651    $   135,886
                                                       ===========    ===========

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                    $     7,685    $     3,577
                                                       ===========    ===========
   Income taxes                                        $        --    $        --
                                                       ===========    ===========
</TABLE>

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


                                      - 3 -

<PAGE>

                                IVOICE.COM, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

June 30, 2001:

a)    During the six months ended June 30, 2001, the Company issued 1,904,287
      restricted shares of its Class A common stock for services valued at
      $228,355.

b)    During the six months ended June 30, 2001, the Company issued 2,020,834
      restricted shares of its Class A common stock as compensation valued at
      $224,000.

c)    During the six months ended June 30, 2001, the Company issued 828,000
      registered shares and 850,000 restricted shares of its Class A common
      stock as payment for termination of the Swartz Financing Agreement valued
      at $154,830.

d)    During the six months ended June 30, 2001, the Company issued 450,000
      restricted shares of its Class A common stock to a holder of its 12%
      convertible debentures as settlement for failure to register shares under
      the registration rights agreement related to the 12% convertible
      debentures valued at $56,250.

e)    During the six months ended June 30, 2001, the Company issued 328,951
      restricted shares of its Class A common stock as repayment of amounts owed
      to related parties valued at $75,659.

f)    During the six months ended June 30, 2001, the Company issued 1,793,651
      restricted shares of its Class A common stock for the repayment of
      $110,000 in principal on its 12% Convertible Debentures.

g)    During the six months ended June 30, 2001, the Company issued 104,110
      restricted shares of its Class A common stock for interest on its 12%
      Convertible Debentures valued at $6,559.

h)    During the six months ended June 30, 2001, the Company issued $150,000 of
      its 8% convertible debentures exercisable at a 80% conversion price. The
      20% conversion discount totaling $37,500 was recorded as a prepaid debt
      issue cost and will be amortized over the life of the debt.

June 30, 2000:

a)    During the six months ended June 30, 2000, the Company converted a
      $4,500,000 legal settlement payable into 2,000,000 shares of its class A
      restricted common stock.

b)    During the six months ended June 30, 2000, the Company issued $150,000 of
      its 12% convertible debentures exercisable at a 50% conversion price. The
      50% conversion discount totaling $150,000 was recorded as a prepaid debt
      issue cost and will be amortized over the life of the debt.

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


                                      - 4 -

<PAGE>

                                IVOICE.COM, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (CONTINUED)

c)    During the six months ended June 30, 2000, the Company issued 456,429
      shares of its restricted class A common stock for services valued at
      $368,072.

d)    During the six months ended June 30, 2000, 179,898 of options were
      exercised at the strike price of $0.1035 per share. These shares were
      exercised for $18,619 of services performed by the option holder.

e)    During the six months ended June 30, 2000, the Company issued 50,000
      shares of its restricted class A common stock to Corporate Architects,
      Inc. with a value of $46,875 for the purchase of ThirdCAI, Inc.

f)    During the six months ended June 30, 2000, the Company issued 30,000
      shares of its restricted class A common stock as compensation valued at
      $50,938.

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


                                      - 5 -

<PAGE>

                                IVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

      The accompanying financial statements have been prepared in accordance
      with generally accepted accounting principles 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, 2000.

      The result of operations for the six-month periods ended June 30, 2001 and
      2000 are not necessarily indicative of the results to be expected for the
      full year.

      On April 24, 2000, the Company filed to amend its Articles of
      Incorporation to state that Class B common stock is convertible into its
      Class A common stock at a conversion rate of one share of Class B common
      stock for one hundred shares of Class A common stock. The conversion ratio
      is in relation to the voting ratio.

      On April 21, 2000, the Company executed an agreement and plan of
      reorganization with ThirdCAI, Inc. ("ThirdCAI"), a fully reporting holding
      company. The agreement stipulates that ThirdCAI and the Company would be
      merged and the Company would be the surviving entity. The Company issued
      50,000 shares for all outstanding shares of ThirdCAI. A finders fee of
      $150,000 was also paid in relation to the agreement


                                      - 6 -

<PAGE>

                                IVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      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          Six Months Ended
                                 June 30,                    June 30,
                        --------------------------  -------------------------
                           2001            2000        2001           2000
                        -----------    -----------  -----------    ----------
Basic and Diluted       111,534,548    81,759,579   109,505,381    70,202,758

NOTE 2 - CONVERTIBLE DEBENTURES

      The Company has previously issued convertible debentures consisting of ten
      notes payable totaling $500,000 bearing interest at 12% per annum and
      payable on December 1, 2000. These 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 June 30, 2001, $273,000 in principal and
      $6,559 in accrued interest had been converted into 2,905,048 shares of the
      Company's Class A common stock.

      The Company has reached settlement terms with one previous holder of
      debentures regarding the interest and penalties demanded under default by
      this former holder whereby the Company has issued 450,000 shares to this
      former holder in full settlement of their claim.

      On May 1, 2001, the Company entered into a subscription agreement with
      certain purchasers to issue $275,000 in convertible debentures, with
      interest payable at 8% per annum. As of June 30, 2001, $150,000 of these
      debentures was issued and outstanding. The notes are convertible into
      Class A common stock at the lesser of (i) 140% of the closing bid price
      for the Class A common stock on the Closing Date (the date funds are
      received by the Company), or (ii) 80% of the Market Price (defined as the
      average of the three lowest closing bid prices for the Class A common
      stock

      As of June 30, 2001, total outstanding debenture principal balance was
      $377,000 and total accrued unpaid interest was $71,860.


                                      - 7 -
<PAGE>

                                iVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2001

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, sold personal holdings of the
      Company's Class A common shares of the Company and has loaned 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 June 30, 2001, 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 $1,574,658, of this amount, $788,239 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 stock share of
      iVoice.com, Inc., no par value, for each dollar owed.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

      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.

      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.

      The Company has been named a defendant in a lawsuit brought about by
      Communication Research, Inc., or "CRI." In this lawsuit, CRI makes claims
      against the Company of constructive eviction, trespass, breach of
      contract, conversion, interference with economic relations, and quantum
      merit. The Company believes that it will prevail in the case, and in any
      event does not believe that unfavorable the outcome will have a material
      adverse effect on its business

      The Company has been named defendant in a lawsuit brought by Lighthouse
      Technical Consulting, Inc. filed July 2, 2001. In this lawsuit, the
      plaintiff makes claim for non-payment of $15,000 for placement services
      performed by Lighthouse. The Company is in dispute of the amount owed and
      intends to vigorously defend itself in this suit.


                                      - 8 -

<PAGE>

                                iVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2001

NOTE 4 - COMMITMENTS AND CONTINGENCIES - (CONTINUED)

      The Company has been 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. The Company is in dispute of the amount owed and
      intends to vigorously defend itself in this suit.

      The Company has been named defendant in a lawsuit brought by Lorelei
      Personnel, Inc. filed November 28, 2000. In this lawsuit, the plaintiff
      makes claim for non-payment of $6,000 for placement services performed by
      Lorelei Personnel, Inc. The Company disputes the amount owed and intends
      to vigorously defend itself in this suit.

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 June 30,
      2001 are follows:

      Lease payable for computer equipment, payable
      at $1,367 per month, including interest at 22.31%
      Final payment is due June 2003                                  $26,271

      Lease payable for furniture, payable at $2,151 per
      month, including interest at 20.79%. Final payment
      due April 2003                                                   37,592
                                                                      -------
      Present value of net minimum lease payments                     $63,863
                                                                      =======

      The future minimum lease payments                               $77,967
      Less amount representing interest                                14,104
                                                                      -------
      Present value of net minimum lease payments                      63,863
      Less current portion                                             31,501
                                                                      -------
      Long term capital lease obligations                             $32,362
                                                                      =======


                                      - 9 -
<PAGE>

                                iVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2001

NOTE 6 - COMMON STOCK

      The Company issuance of common stock for the six months ended June 30,
      2001 is as follows:

      a)    Class A Common Stock

            Class A common stock consists of the following as of June 30, 2001:
            150,000,000 shares of authorized common stock with a par value of
            $.01. Class A stock has voting rights of 1 to 100 with respect to
            Class B stock and as of June 30, 2001, 113,421,548 shares were
            issued and outstanding.

            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.

            For the six months ended June 30, 2001, the Company had the
            following transactions:

                  1.    The Company issued 1,904,287 shares of its Class A
                        common stock for services rendered valued at $228,335.

                  2.    The Company issued 2,020,834 shares of its Class A
                        common stock for compensation valued at $224,000.

                  3.    The Company issued 1,172,000 shares of its Class A
                        common to Swartz Private Equity under the terms of their
                        financing agreement with Swartz for net proceeds of
                        $129,931

                  4.    The Company issued 328,951 shares of its Class A common
                        stock as repayment of loans to related parties for a
                        total value of $75,659.

                  5.    The Company issued 1,897,761 shares of Class A common
                        stock for the conversion of $110,000 in debenture
                        principal and $6,559 in accrued interest.

                  6.    The Company issued 2,128,000 shares of its Class A
                        common stock valued at $211,080, to settle disputes
                        arising from financing agreements entered into by the
                        Company.


                                     - 10 -
<PAGE>

                                iVOICE.COM, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2001

NOTE 6 - COMMON STOCK - (CONTINUED)

      b)    Class B Common Stock

            Class B Common Stock consists of 700,000 shares of authorized common
            stock with no intrinsic value. Class B stock is convertible into
            Class A common stock at the rate of 1 Class B share to 100 Class A
            shares and has voting rights of 100 to 1 with respect to Class A
            Common Stock. As of June 30, 2001, 700,000 shares were issued; and
            364,000 shares were outstanding. Class B common stockholders are not
            entitled to receive dividends.


                                     - 11 -

<PAGE>

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

On July 18, 2001, the Company entered into a subscription with agreement to
purchase up to a maximum of $150,000 of convertible debentures, which shall pay
cumulative interest at rate of 8% per annum. The convertible debentures are set
to mature on the fifth anniversary of the date of issuance and are convertible
into Class A common stock at the lesser of (i) 140% of the closing bid price for
the Class A common stock on the Closing Date (the date funds are received by the
Company), or (ii) 80% of the Market Price (defined as the average of the three
lowest closing bid prices for the Class A common stock.

Also on July 18, 2001, the Company entered into an investment agreement with
Maple Avenue, LLC. The investment agreement entitles us to issue and sell shares
of from time to time, up to aggregate of $5 million of our Class A common stock
to Maple Avenue, LLC, for up to a maximum of eighteen months following the
effective date of the registration statement on the condition that we meet
certain listing and pricing requirements described in the investment agreement.

On July 18, 2001, the shareholders, with a majority of shares being held by one
single individual, voted to amend the Company's certificate of incorporation to
effect the following changes:

      Change of the Company's Name to iVoice, Inc.

      Increase in the Authorized Class A Common Stock Shares to a total of six
      hundred million (600,000,000) shares.

      Increase in the Authorized Class B Common Stock Shares to a total of three
      million (3,000,000) shares.

      Change the stated par value of the Class A Common Stock Shares from the
      present $.01 to $.001 per share.

      Authorize the Company to issue up to 1 million shares of preferred stock
      with a stated par value of $1.00 per share.

It is anticipated that these changes in the Company's certificate of
incorporation will be effected within the 30 days following this report filing.

June 30, 2001 compared to June 30, 2000

Revenues are derived primarily from the sale of voice and computer technology
communication systems for small-to-medium sized businesses and corporate
departments. Total revenues for the three and six months ended June 30, 2001
were $134,565 and 216,905 repectively, as compared to $104,371 and $501,719 for
the three and six months ended June 30, 2000 The three month period ending June
30 2001 as compared to June 30, 2000 reflected an increase of $30,194 or 28.9%.
This increase was a result of targeting sales efforts


                                     - 12 -
<PAGE>

June 30, 2001 compared to June 30, 2000 - continued

to telephony dealers and resellers to install demonstration systems at their own
locations to introduce iVoice products to their respective customers. The
Company will continue to pursue this sales channel in addition to its efforts in
direct selling. Management is encouraged by the recent sales activity and
inquiries received as a result of its efforts in establishing a reseller channel
however it is in the management's opinion that current economic conditions
related to the telephony industry and overall business environment may continue
to negatively effect the Company's ability to increase revenues.

Beginning in December 2000 and lasting throughout the first quarter of 2001, in
order to establish relationships between the Company and telephony dealers and
resellers throughout the United States, the Company provided the software for
its Speech Enabled Auto Attendant free of charge for evaluation purposes. Early
in the current quarter, management eliminated the free distribution of its Auto
Attendant software as a result of a number of dealers disregarding minimum
hardware system specification requirements necessary for proper installation and
operation. Currently, the demo systems sold and distributed by the Company to
telephony dealers and resellers are turnkey systems or include hardware
specifically tested and approved to operate with the Company's software
products.

For the six month period ended June 30, 2001 as compared to June 30, 2000, sales
decreased $284,814 or 56.8%. The decrease is due to the recognition of income on
previously incomplete customer installations that occurred mainly in the first
quarter of 2000 which were not available in the current comparable period.

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 completion
of the installation. The Company recognizes its revenue using the percentage of
completion method. The Company determines the expected costs on a particular
installation 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 and six months ended June 30, 2001 was $81,133 or
60.3%, and $117,787 or 54.3% respectively as compared to $44,246 or 42.4%, and
$339,917 or 67.8% for the three and six months ended June 30, 2000. The increase
of $36,887 or 83.4% for the three month period ending June 30, 2001 was a
generally a result of an overall increase in total sales volume. The 17.9%
increase in gross margin percentage was a result of increased efficiencies on
product installations, and a decrease in the cost of a key product hardware
component. Six month period gross margin figures reflect a decrease of $222,130
or 65.3% as well as a 13.5% decrease in gross margin percent which was primarily
due to the recognition of revenues and corresponding costs, in the previous
year, on projects that were not hardware intensive.

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 technology personnel
to efficiently configure and install the Company's communications products.


                                     - 13 -

<PAGE>

June 30, 2001 compared to June 30, 2000 - continued

Total operating expenses increased $220,567 or 28.9% from $762,835 to $983,402
for the three months ended June 30, 2001, and $395,218 or 29.3% from $1,349,472
to $1,744,690 for the six months ended June 30, 2001. Included in the current
quarter were accruals for reimbursement to the Company's principal shareholder,
Jerome R. Mahoney, for a charitable donation of his personal holdings of iVoice
Class A common stock for a total value of $350,000 and reimbursement for income
tax incurred by Mr. Mahoney for sales of Class A common stock which were sold in
order to provide working capital to the Company totalling $95,100. Excluding the
reimbursements of $445,100 discussed above, total operating costs for the three
and six months ended June 30, 2001, decreased by $224,533 and $49,882
respectively.

Significant changes in the components comprising total operating expenses
included a decrease in selling expenses of $79,800 and $146,475 for the three
and six month periods ending June 30, 2001 respectively as compared to the same
periods of the prior year. The reduction in selling expenses in the current year
reflects fewer salespeople as well as a reduction in promotion costs paid in the
prior period, not incurred in the current period.

As of June 30, 2001, the Company had 12 full-time employees, and 6 part-time
employees for a total of 18 individuals. The company is actively pursuing
additions to its sales staff which will increase operating expenditures for
payroll and related benefit costs in future quarters.

The loss from operations for the three and six months ended June 30, 2001 was
$902,269 and $1,626,903 compared to $718,589 and $1,009,555 for the three and
six months ended June 30, 2000, Excluding reimbursements of $445,100 to the
Company's principal shareholder discussed above, total loss from operations for
the three months ended June 30, 2001, decreased by $261,420, principally a
result of lower operating costs. However, for the six month period, excluding
reimbursements, the loss from operations increased $172,248 due to lower
revenues reflected in the current year period.

Other expenses for the three and six month period include non-recurring charges
of $352,706. This amount represents a $141,626 write-off of capitalized
financing costs incurred in connection with the agreement with Swartz Private
Equity and $154,830 in charges related to the termination of the Swartz
agreement, along with $56,250 in settlement charges incurred with respect to a
former debenture holder's claim for damages incurred in default of the Company's
12% convertible debentures.

Interest expense for the three and six month period ending June 30, 2001
amounted to $30,265 and $70,809 a decrease of $146,704 and $250,410 respectively
as compared to the same three and six month periods of the prior year. The three
and six month periods ending June 2000, reflect higher outstanding debenture
principal balances as well as amortization of discounts incurred with repect to
the issuance of the Company's 12% convertible debentures not incurred in the
current year.

Net loss for the three and six month period ending June 30, 2001 was $1,285,240
and $2,050,418 as compared to $895,558 and $1,330,774 for the three and six
month periods ending June 30, 2000. The increase in net loss of $389,682 and
$719,644 was a result of the factors discussed above.


                                     - 14 -
<PAGE>

Liquidity and Capital Resources

We are funding our current operations principally from loans from our principal
stockholder that in the aggregate, amount to $1,574,658 at June 30, 2001. We are
operating on a negative cash flow basis and anticipate that we will require
additional financing on an ongoing basis for the foreseeable future. To achieve
our growth potential we will require additional amounts of capital.

In May 2001, the Company entered into a subscription agreement with certain
purchasers whereby the Company will issue $275,000 in 8% convertible debentures
and 343,750 warrants to purchase our Class A common stock. The debentures plus
accrued interest are convertible into the Company's Class A common shares at the
option of the holder at any time following the closing date. As a condition of
the investment agreement, the Company also entered into a registration rights
agreement whereby the Company will register a number of shares with the U.S.
Securities and Exchange Commission to provide for the conversion of the
debentures and stock issuable under the exercise the warrants.

In July 2001, the Company entered into an additional subscription agreement with
Meridian Equities International, Inc., whereby the Company will issue $150,000
in 8% convertible debentures and 250,000 warrants to purchase our Class A common
stock. The debentures plus accrued interest are convertible into the Company's
Class A common shares at the option of the holder at any time following the
closing date. As a condition of the investment agreement, the Company also
entered into a registration rights agreement whereby the Company will register a
number of shares with the U.S. Securities and Exchange Commission to provide for
the conversion of the debentures and stock issuable under the exercise the
warrants.

Also in July, 2001, the Company entered into an investment agreement with Maple
Avenue, LLC The investment agreement entitles iVoice to issue and sell our Class
A common stock from time to time for up to an aggregate of $5 million. The
agreement also requires the Company to issue 450,000 warrants to purchase the
Company's Class A common shares. The investment agreement will be effective for
a maximum of eighteen (18) months following the effective date of a registration
statement. This financing allows iVoice to issue common stock at the Company's
discretion as often as monthly as funds are needed in amounts based upon certain
market conditions, and subject to an effective registration statement. The
pricing of each common stock sale is based upon current market prices at the
time of each drawdown.

There is no assurance that the financing arrangements described above will
enable the Company to implement its long-term growth strategy. Accordingly, our
sources of financing are uncertain if the desired proceeds from the debenture
issues or the investment agreement with Maple Avenue, LLC is not obtained.


                                     - 15 -
<PAGE>

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      The Company has been named a defendant in a lawsuit brought about by
      Communication Research, Inc., or "CRI." In this lawsuit, CRI makes claims
      against the Company of constructive eviction, trespass, breach of
      contract, conversion, interference with economic relations, and quantum
      merit. The Company believes that it will prevail in the case, and in any
      event does not believe that unfavorable the outcome will have a material
      adverse effect on its business.

      The Company has been named defendant in a lawsuit brought by Lighthouse
      Technical Consulting, Inc. filed July 9, 2001. In this lawsuit, the
      plaintiff makes claim for non-payment of $15,000 for placement services
      performed by Lighthouse. The Company disputes the amount owed and intends
      to vigorously defend itself in this suit.

      The Company has been 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. The Company disputes the amount owed and intends to
      vigorously defend itself in this suit.

      The Company has been named defendant in a lawsuit brought by Lorelei
      Personnel, Inc. filed November 28, 2000. In this lawsuit, the plaintiff
      makes claim for non-payment of $6,000 for placement services performed by
      Lorelei Personnel, Inc. The Company disputes the amount owed and intends
      to vigorously defend itself in this suit. On August 3, 2001, in
      non-binding arbitration, it was determined that the Company is not liable
      for any amounts owed to Lorelei Personnel, Inc.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      We have been advised by several holders of our 12% convertible debentures
      that we have breached the following terms of the debentures: (a) Failure
      to register, on a timely basis, under the Securities Act of 1933, the
      shares issuable upon the conversion of the debentures, (b) Registering
      additional shares other than the shares issuable upon the conversion of
      the debentures, and (c) Failure to provide the debenture holders a
      perfected security interest in certain assets of the Company pursuant to a
      Security Agreement that was part of the debenuture documentation.

      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.


                                     - 16 -
<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 therunto duly authorized.

                                              iVoice.com, Inc.


                                              By: /s/Jerome R. Mahoney
                                                 ------------------------------
                                                 Jerome R. Mahoney, President


                                     - 17 -