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, 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:
June 30, 2002:       169,595,285





<PAGE>


                                  iVOICE, INC.
                              FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002



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


                                                                        Page No.
                                                                        --------
PART I. FINANCIAL INFORMATION

        Item 1.  Financial Statements

                 Balance Sheet - June 30, 2002                             2

                 Statements of Operation -
                 For the three months ended June 30, 2002 and 2001
                 and six months ended June 30, 2002 and 2001               3

                 Statements of Cash Flows -
                 For the six months ended June 30, 2002 and 2001       4 - 6

                 Notes to the financial statements                    7 - 12

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations       13 - 16


PART II.   OTHER INFORMATION

        Item 1.   Legal Proceedings                                       16

        Item 3.   Defaults upon Senior Securities                         17

        Item 6.   Exhibits and Reports on Form 8-K                        17


                                       1
<PAGE>



<TABLE>
<CAPTION>





                                  iVOICE, INC.
                                 BALANCE SHEETS

                                                                                                                June 30, 2002
                                                                                                                -------------
                                                                                                                 (Unaudited)
      ASSETS

CURRENT ASSETS
  <S>                                                                                                          <C>
   Cash and cash equivalents                                                                                    $    251,029
   Accounts receivable, net of allowance for doubtful accounts of $7,000                                              62,269
   Inventory                                                                                                          14,213

   Prepaid expenses and other current assets                                                                          31,186
                                                                                                              --------------
    Total current assets                                                                                             358,697
                                                                                                               -------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of  $106,755                                                  89,528
                                                                                                              --------------

OTHER ASSETS
   Other receivable                                                                                                   67,650
   Software license costs, net of accumulated amortization of $326,400                                               217,600
   Intangible assets, net of accumulated amortization of $27,604                                                     266,297
   Deposits and other assets                                                                                          11,726
                                                                                                              --------------
      Total other assets                                                                                             563,273
                                                                                                               -------------

      TOTAL ASSETS                                                                                               $ 1,011,498
                                                                                                                 ===========

       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
     Obligations under capital leases - current                                                                $      32,362
     Accounts payable and accrued expenses                                                                         1,495,892
     Due to related parties                                                                                          749,419
     Convertible debentures                                                                                          389,800
     Billings in excess of estimated costs on uncompleted contracts                                                   45,607
                                                                                                              --------------
         Total current liabilities                                                                                 2,713,080
                                                                                                                ------------

         Total liabilities                                                                                         2,713,080
                                                                                                                ------------

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, 170,195,285 issued; 169,595,285 outstanding                                              1,191,350
     Common stock, Class B - no par value; authorized 3,000,000
      shares;  700,000 shares issued; 354,000 shares outstanding                                                          36
     Treasury stock, 600,000 Class A shares, at cost                                                                 (28,800)
     Additional paid in capital                                                                                   10,924,799
Accumulated deficit                                                                                              (13,788,967)
                                                                                                               -------------
         Total stockholders' deficiency                                                                           (1,701,582)
                                                                                                               --------------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                          $ 1,011,498
                                                                                                                 ===========
</TABLE>

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


                                       2
<PAGE>





<PAGE>

<TABLE>
<CAPTION>


                                  iVOICE, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)



                                                      For the Three Months Ended                 For the Six Months Ended
                                                               June 30,                                  June 30,
                                                    -------------------------------          --------------------------------
                                                        2002              2001                    2002                 2001
                                                    -------------     -------------          ------------        ------------
<S>                                                <C>                <C>                   <C>                 <C>
SALES, net                                          $     182,076      $    134,565          $    317,739        $    216,905

COST OF SALES                                              63,289            53,432               101,437              99,118
                                                    -------------      ------------          ------------        ------------

GROSS PROFIT                                              118,787            81,133               216,302             117,787
                                                    -------------      ------------          ------------        ------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
     Selling expenses                                      33,368            60,987                57,929             107,299
     General and administrative expenses                  249,148           767,412             1,018,218           1,303,818
     Research and development                              56,209           101,755               113,137             230,086
     Bad debt expense                                           -            13,308                 3,000              23,308
     Depreciation and amortization                         40,301            39,940                80,901              80,179
                                                    -------------      ------------          ------------        ------------
Total selling, general and administrative expenses        379,026           983,402             1,273,185           1,744,690
                                                    -------------      ------------          ------------        ------------

LOSS FROM OPERATIONS                                     (260,239)         (902,269)           (1,056,883)         (1,626,903)

OTHER INCOME\(EXPENSE)
     Non-recurring expense                                      -          (352,706)                    -            (352,706)
     Other income                                               -                 -                28,800                   -
     Interest expense                                    (256,687)          (30,265)             (330,015)            (70,809)
                                                    -------------      ------------         -------------        ------------
Total other expenses                                     (256,687)         (382,971)            (301,215)            (423,515)
                                                    -------------      ------------         -------------        ------------

LOSS BEFORE INCOME TAXES                                 (516,926)       (1,285,240)           (1,358,098)         (2,050,418)

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

NET LOSS                                               $ (516,926)     $ (1,285,240)         $(1,358,098)         $(2,050,418)
                                                    =============      ============         =============        ============

NET LOSS PER COMMON SHARE
     Basic                                             $    (0.00)     $      (0.01)         $      (0.01)        $     (0.02)
                                                    =============      ============         =============        ============
     Diluted                                           $    (0.00)     $      (0.01)         $      (0.01)        $     (0.02)
                                                    =============      ============         =============        ============


</TABLE>


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




                                       3
<PAGE>


<TABLE>
<CAPTION>


                                  iVOICE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                        For the Six Months Ended June 30,
                                                                       ----------------------------------
                                                                           2002                  2001
                                                                       ------------          ------------
CASH FLOW USED IN OPERATING ACTIVITIES
  <S>                                                                 <C>                   <C>
   Net loss                                                            $ (1,358,098)         $ (2,050,418)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                              20,238                24,545
   Amortization of prepaid expenses                                         299,167                 6,875
   Amortization of intangibles                                                6,562                 6,562
   Amortization of software license                                          54,400                54,400
   Bad debt expense                                                           3,000                23,308
   Forfeited employee stock compensation                                    (28,800)                    -
   Option discounts                                                         316,750                     -
   Debt issue costs                                                         211,977               142,876
   Common stock issued for consulting services                               45,000               173,105
   Common stock issued for compensation                                           -               224,000
   Common stock issued for settlements                                            -               211,080
   Common stock issued for interest                                          10,735                 6,559
       Changes in certain assets and liabilities:
           Accounts receivable                                              (27,985)                5,797
           Inventory                                                          6,373                (9,149)
           Accounts payable and accrued liabilities                         556,364                51,092
           Legal settlement payable                                               -              (300,000)
           Deferred revenue                                                 (12,652)                    -
           Accounts payable and accrued liabilities                         126,780               556,364
           Deferred revenue                                                   1,990               (12,652)
           Other assets                                                       3,182               116,630
                                                                       ------------          ------------
Total cash used in operating activities                                    (308,729)             (520,118)
                                                                       ------------          ------------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                                        (2,641)                    -
   Purchase of goodwill and other intangibles                                (1,560)               (3,090)
                                                                       ------------          ------------
Total cash used in investing activities                                      (4,201)               (3,090)
                                                                       ------------          ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                       -               129,931
   Collection on stock subscriptions                                        317,000                     -
   Proceeds from related party loans                                          3,000               274,000
   Repayment of related party loans                                         (60,000)              (60,000)
   Repayment of capital leases payable                                      (16,584)              (13,421)
   Sale of convertible debentures                                           235,000               150,000
                                                                       ------------          ------------
Total cash provided by financing activities                                 478,416               480,510
                                                                       ------------          ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                   165,486               (42,698)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                              85,543                55,349
                                                                       ------------          ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                              $    251,029          $     12,651
                                                                       ============          ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                    $      4,522          $      7,685
                                                                       ============          ============
   Income taxes                                                        $          -          $          -
                                                                       ============          ============

</TABLE>


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




                                       4
<PAGE>



                                  iVOICE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

June 30, 2002:
--------------

a)   During the six months ended June 30, 2002, the Company issued 10,000 shares
     as partial payment for leasehold improvements valued at $540.

b)   During the six months ended June 30, 2002, the Company issued 2,250,000
     shares of Class A common stock for legal services valued at $45,000.

c)   During the six months ended June 30, 2002, the Company issued 6,200,000
     shares of its Class A common stock for fees and services associated with
     the financing agreement with Cornell Capital, LP, valued at $117,800.

d)   During the six months ended June 30, 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.

e)   During the six months ended June 30, 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.

f)   During the six months ended June 30, 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.

g)   During the six months ended June 30, 2002, the Company issued 2,741,331
     shares of its Class A common stock for the repayment of $40,000 in
     principal on its 12% Convertible Debentures.


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.





                                       5
<PAGE>



                                  iVOICE, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES - Continued

June 30, 2001 - continued:
--------------------------

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 an 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.




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





                                       6
<PAGE>



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 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 six-month periods ended June 30,
               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 $13,788,967 as of June
               30, 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 recently entered into financing agreement with
               Cornell Capital, LP that will require the issuance of additional
               equity as described in Note 4 of these financial statements.
               Management believes that appropriate funding will be generated by
               the financing agreement with Cornell 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 funding can be raised.




                                       7
<PAGE>



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2002

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:


<TABLE>
<CAPTION>

                                                                  Three Months Ended                Six Months Ended
                                                                        June 30,                        June 30,
                                                               --------------------------      --------------------------
                                                                  2002           2001             2002           2001
                                                               -----------    -----------      -----------    -----------
               <S>                                             <C>            <C>              <C>           <C>
               Basic and Diluted                               164,406,911    111,534,548      160,665,833    109,505,381


</TABLE>

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, 2002, $345,200 in
               principal of the 12% debentures and $99,644 in accrued interest
               had been converted into 10,017,819 shares of iVoice's Class A
               common stock. Total outstanding principal balance of the 12%
               convertible debentures at June 30, 2002 was $154,800, plus
               accrued interest of $13,460.

               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 June 11, 2002, the Company entered into a subscription
               agreement with certain purchasers to issue $255,000 in
               convertible debentures, with interest payable at 5% per annum. As
               of June 30, 2002, $235,000 of these debentures were issued and
               outstanding. The notes are convertible into the Company's Class A
               common stock at a price equal to either (a) an amount equal to
               one hundred twenty percent (120%) of the closing bid price for
               the Common Stock on the Closing Date, or (b) an amount equal to
               eighty percent (80%) of the average of the four (4) lowest
               Closing Bid Prices of the Common Stock for the five (5) trading
               days immediately preceding the Conversion Date. As of June 30,
               2002, total outstanding 5% debenture principal balance was
               $235,000 and total accrued unpaid interest was $516.



                                       8
<PAGE>

                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 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, sold
               personal holdings of the Company's Class A common shares
               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, 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 $1,962,675, of this amount,
               $1,213,256 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, 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. 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.

               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 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.

               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.

                                       9
<PAGE>


                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2002

NOTE 4 -       COMMITMENTS AND CONTINGENCIES - Continued

               Management has requested a trial hearing and intends to
               vigorously defend itself against this claim.

               In June 2002, we entered into an Equity Line of Credit with
               Cornell Capital Partners, L.P. Pursuant to the Equity Line of
               Credit, we may, at our discretion, periodically sell to Cornell
               Capital Partners shares of Class A common stock for a total
               purchase price of up to $5.0 million to raise capital to fund our
               working capital needs. For each share of Class A common stock
               purchased under the Equity Line of Credit, Cornell Capital
               Partners will pay 91% of the 5 lowest closing bid prices on the
               Over-the-Counter Bulletin Board or other principal market on
               which our common stock is traded for the 5 days immediately
               following the notice date. The effectiveness of the sale of the
               shares under the Equity Line of Credit is conditioned upon us
               registering the shares of Class A common stock with the
               Securities and Exchange Commission which was filed on July 2,
               2002. The offering will terminate 24 months after the Securities
               and Exchange Commission declares the registration statement
               effective.

               The Company's assets are subject to a Security Agreement with the
               majority stockholder in relation to the amounts owed to him by
               the Company. 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
               June 30, 2002 are follows:



<TABLE>
<CAPTION>

               <S>                                                   <C>
               Lease payable for computer equipment,
               payable at $1,367 per month, including
               interest at 22.31%.
               Final payment is due June 2003.                         $  14,581

               Lease payable for furniture, payable
               at $2,151 per month, including interest
               at 20.79%.
               Final payment due April 2003.                              17,781
                                                                       ---------
               Present value of net minimum lease payments             $  32,362
                                                                       =========

                     The future minimum lease payments                 $  35,758
                     Less amount representing interest                     3,396
                                                                       ---------
                     Present value of net minimum lease payments          32,362
                     Less current portion                                 32,362
                                                                       ---------
                     Long term capital lease obligations               $       -
                                                                       =========


</TABLE>
                                       10
<PAGE>



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2002

NOTE 6 -       COMMON STOCK

               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.

               The Company issuance of common stock for the six months ended
               June 30, 2002 is as follows:

               a)   Class A Common Stock
                    Class A Common Stock consists of the following as of June
                    30, 2002: 600,000,000 shares of authorized common stock with
                    a par value of $.001, 170,195,285 shares were issued and
                    169,595,285 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 six months ended June 30, 2002, the Company had the
                    following transactions:

                    1.   The Company issued 10,000 shares of its Class A Common
                         Stock for partial payment of leasehold improvements
                         valued at $540.

                    2.   The Company issued 2,250,000 shares of Class A Common
                         Stock for legal services valued at $45,000.





                    3.   The Company issued 505,921 shares of Class A Common
                         Stock for the conversion of $15,000 in debenture
                         principal and 84,766 shares for $2,594 in accrued
                         interest on its 8% Convertible Debentures.

                    4.   The Company issued 2,741,331 shares of Class A Common
                         Stock for the conversion of $40,000 in debenture
                         principal and 4,279,750 shares of Class A Common Stock
                         for the conversion of $93,085 in accrued interest on
                         its outstanding 12% Convertible Debentures.

                    5.   The Company issued 6,200,000 shares of its Class A
                         common stock for fees and services associated with the
                         financing agreement with Cornell Capital, LP, valued at
                         $117,800.

                                       11
<PAGE>



                                  iVOICE, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 2002

NOTE 6 -       COMMON STOCK - (CONTINUED)

               b)   Class B Common Stock
                    Class B Common Stock consists of the following as of June
                    30, 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.

                    There were no transactions involving Class B Common stock in
                    the six months ended June 30, 2002.

               c)   Preferred Stock
                    Preferred Stock consists of 1,000,000 shares of authorized
                    preferred stock with $1.00 par value. As of June 30, 2002,
                    no shares were issued or outstanding.






                                       12
<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 11, 2002, we were notified by the U.S. Patent and Trademark Office that
the patent application for our Voice Activated\Voice Responsive Item Locator,
filed in August of 2000, has been denied based on a similar patent being issued
several years earlier to an unrelated party. We are preparing an amendment and
response to argue against the similarity references made by the U.S Patent and
Trademark Office for which their denial was based. Management believes that the
additional information provided to the Patent Office will result in a favourable
outcome. Additionally, the Company has 9 other patents pending with the U.S.
Patent and Trademark Office that have yet to be addressed.

On August 2, 2002 we reached a settlement agreement with Business Staffing, Inc.
who filed a lawsuit against iVoice in the amount of $37,250 for non-payment of
placement services provided in the year 2000. The settlement agreement requires
iVoice to pay Business Staffing, Inc. $13,500 payable in 10 monthly instalments.

On August 13, 2002, the board of directors approved amendments to the Promissory
Note payable to Jerome Mahoney, iVoice President and Chief Executive Officer,
for monies loaned to the Company from the proceeds of stock sales of personal
holdings of iVoice Class A common stock, unpaid compensation, income taxes
incurred from the sale of Company stock and unreimbursed expenses. The change
allows for the conversion of amounts due under the Promissory Note into either
(i) one Class B common stock share of iVoice, Inc., no par value, for each
dollar owed, or (ii) the number of Class A common stock shares of iVoice, Inc.
calculated by dividing (x) the sum of the principal and interest that the Note
holder has decided to prepay by (y) fifty percent (50%) of the lowest issue
price of Series A common stock since the first advance of funds under this Note,
whichever the Note holder chooses, or (iii) payment of the principal of this
Note, before any repayment of interest.

June 30, 2002 compared to June 30, 2001

Revenues are derived primarily from the sale of voice and computerized telephone
communication systems for small-to-medium sized businesses and corporate
departments. Total revenues for the three and six months ended June 30, 2002
were $182,076 and 317,739 repectively, as compared to $134,565 and $216,905 for
the three and six months ended June 30, 2001 The three month period ending June
30 2002 as compared to June 30, 2001 reflected an increase of $47,511 or 35.3%.
For the six month period ended June 30, 2002 as compared to June 30, 2001, sales
increased $100,834 or 46.5%.

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. Beginning in January 2002, the Company's instituted a
promotional program, whereby authorized dealers and resellers of several
manufacturers Private Branch Exchange (PBX) telephone switchting equipment,
could 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 the six months ending June 30, 2002, iVoice has shipped over 85
copies to prospective dealers who have expressed interest in promoting the
Speech Enabled Auto Attendant to their customer base.



                                       13
<PAGE>

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

Gross margin for the three and six months ended June 30, 2002 was $118,787 or
65.2%, and $216,302 or 68.1% respectively as compared to $81,133 or 60.3%, and
$117,787 or 54.3% for the three and six months ended June 30, 2001. The increase
of $37,654 or 46.4% for the three month period and $98,515 or 83.6% for the six
month periods ending June 30, 2002 was a generally a result of an overall
increase in total sales volume. The three and six month increases in gross
margin percentage of 4.9% and 13.8% respectively was a result of increased sales
volume of software only, which has significantly higher margins than developed
turnkey systems requiring costly hardware components.

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.

Total operating expenses decreased $604,376 or 61.5% from $983,402 to $379,026
for the three months ended June 30, 2002, and $471,505 or 27.0% from $1,744,690
to $1,273,185 for the six months ended June 30, 2002 and compared to same
periods of the previous year. The most significant decrease related to 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 totalling $95,100 for income tax
incurred by Mr. Mahoney for sales of Class A common stock which were sold in
order to provide needed working capital to the Company both of which were
reflected in the prior year figures. The current year operating expenses reflect
only a charge for reimbursement of income tax totalling $45,605, an overall
reduction of $399,495. Excluding the reimbursements of $45,605 and $445,100
included in the three and six month periods of June 30, 2002 and 2001
respectively, total operating costs decreased by $204,881 and $72,010 for the
three and six months ended June 30, 2002, respectively.

Significant changes in the components comprising total operating expenses
included a decrease in selling expenses of $27,619 and $49,370 for the three and
six month periods ending June 30, 2002 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. Research and development
expenses decreased 45,546 and $116,946 for the three and six month periods
ending June 30, 2002. This reduction in R&D is also a result of fewer employees
in this department.

As of June 30, 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.



                                       14
<PAGE>

The loss from operations for the three and six months ended June 30, 2002 was
$260,239 and $1,056,883 compared to $902,269 and $1,626,903 for the three and
six months ended June 30, 2001, Excluding reimbursements of $45,605 and $445,100
to the Company's principal shareholder as discussed above, total loss from
operations for the three months ended June 30, 2002, decreased by $242,535
principally a result of lower operating costs reflecting Management's efforts to
reduce its operating budget and conserve the Company's cash resources.

Other expenses for the prior year 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. No similar amounts were incurred for the current
three or six month periods.

Interest expense amounted to $256,687 and $330,015 for the three and six month
period ending June 30, 2002 and $30,265 and $70,809 for same periods of 2001, an
increase of $226,422 and $259,206 respectively. During the current quarter, the
company incurred $171,300 in financing costs comprised of commissions and legal
fees and $58,750 in debt issue costs related to the financing agreement with
Cornell Capital, LP. Debt issue costs represent the estimated cost of the
beneficial conversion discount feature applicable to the $235,000 in 5%
Convertible Debentures issued during the quarter and are charged to expense in
accordance with Emerging Issues Task Force (EITF) Issue 98-5.

Net loss for the three and six month period ending June 30, 2002 was $516,926
and $1,358,098 as compared to $1,285,240 and $2,050,418 for the three and six
month periods ending June 30, 2001. The decrease in net loss of $768,314 and
$692,320 was a result of the factors discussed above.

Liquidity and Capital Resources

We are currently funding our operations principally from the proceeds of
Convertible Debentures we issued in June, 2002 and from the collection of
amounts due from the sale of our products. Although we currently operate on a
negative cash flow basis, Management is 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. Management will continue to minimize its
operating budget in an attempt to weather current economic conditions in the
telecommunications industry.

In June 2002, iVoice raised $255,000 from the sale of convertible debentures.
These debentures are convertible into shares of Class A common stock at a price
equal to either (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price of the common stock as of the closing date or (b) an amount
equal to eighty percent (80%) of the average closing bid price of the common
stock for the four trading days immediately preceding the conversion date. These
convertible debentures accrue interest at a rate of 5% per year and are
convertible at the holder's option. These convertible debentures have a term of
two years. At our option, these debentures may be paid in cash or redeemed at a
20% premium prior to June 2004.

Also in June 2002, iVoice entered into an Equity Line of Credit Agreement. Under
this agreement, we may issue and sell to Cornell Capital Partners common stock
for a total purchase price of up to $5.0 million. Subject to certain conditions,
iVoice will be entitled to commence drawing down on the Equity Line of Credit
when the common stock under the Equity Line of Credit is registered with the
Securities and Exchange Commission and will continue for two years thereafter.
The purchase price for the shares will be equal to 91% of the market price,
which is defined as the lowest closing bid price of the common stock during the
five trading days following the notice date.



                                       15
<PAGE>

Other than the Equity Line of Credit, no other financing agreement is available
to us. In light of this, it should be noted that there is no assurance that the
Equity Line of Credit will enable us to raise the requisite capital needed to
implement our long-term growth strategy or that alternative forms of financing
will be available. Current economic and market conditions have made it very
difficult to raise required capital for iVoice to implement its business plan.




PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          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. On August 2, 2002, we reached a settlement
          agreement with the plaintiff for $13,500 payable in 10 monthly
          installments.

          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.



                                       16
<PAGE>

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.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

               a)   10.25 Amended Promissory Note Dated August 13, 2002 between
                    Jerome R. Mahoney, President and Chief Executive Officer
                    (Creditor) and iVoice, Inc. (Debtor)

               b)   99.1 Certification Pursuant To 18 U.S.C. Section 1350, As
                    Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
                    2002

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


                                   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 and Chief Executive Officer


                         By /s/ Kevin R Whalen
                         ---------------------
                         Kevin R Whalen
                         Chief Financial Officer




                                       17
<PAGE>























                                                                   Exhibit 10.25

                             AMENDED PROMISSORY NOTE

This Amended Promissory Note shall substitute and replace the original Note
signed by the undersigned on August 13, 2002 with the initial principal of One
Million and Five Hundred Thousand and Sixty-eight Dollars and 0/100 Cents
($1,568,327). THEREFORE, FOR VALUE RECEIVED the undersigned, promises to pay to
Jerome Mahoney, the principal sum of One Million and Nine hundred and Ninety
Thousand Dollars ($1,990,00.00), at the rate of Nine and one-half Percent (9
1/2%) per annum on the unpaid balance until paid or until default, both
principal and interest payable in lawful money of the United States of America,
at c/o iVoice, Inc. ("iVoice") 750 Highway 34, Matawan, New Jersey 07747, or at
such place as the legal holder hereof may designate in writing. It is understood
and agreed that additional amounts may be advanced by the holder hereof as
provided in the instruments, if any, securing this Note and such advances will
be added to the principal of this Note and will accrue interest at the above
specified rate of interest from the date of advance until paid. Such advances
may include, in addition to cash advances: deferred compensation, deferred
expense reimbursement, deferred commissions and income tax reimbursement for the
recognition of income upon the sale of common stock for the purpose of the
holder advancing additional funds to iVoice. The principal and interest shall be
due and payable as follows: (a) interest shall accrue monthly on the unpaid
balance, and (b) principal shall by payable on demand.

Notwithstanding anything to the contrary herein, the Note holder may elect
prepayment of the principal and/or interest owed pursuant to this Note by
issuing Jerome Mahoney, or his assigns either: (i) one Class B common stock
share of iVoice, Inc., no par value, for each dollar owed, (ii) the number of
Class A common stock shares of iVoice, Inc. calculated by dividing (x) the sum
of the principal and interest that the Note holder has decided to prepay by (y)
fifty percent (50%) of the lowest issue price of Series A common stock since the
first advance of funds under this Note, whichever the Note holder chooses, or
(iii) payment of the principal of this Note, before any repayment of interest.



                                       18
<PAGE>

Unless otherwise provided, this Note may be prepaid in full or in part at any
time without penalty or premium. Partial prepayments shall be applied to
installments due in reverse order of their maturity.

In the event of (a) default in payment of any installment of principal or
interest hereof as the same becomes due and such default is not cured within ten
(10) days from the due date, or (b) default under the terms of any instrument
securing this Note, and such default is not cured within fifteen (15) days after
written notice to maker, then in either such event the holder may, without
further notice, declare the remainder of the principal sum, together with all
interest accrued thereon, and the prepayment premium, if any, at once due and
payable. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same at any other time. The unpaid principal of this Note
and any part thereof, accrued interest and all other sums due under this Note
shall bear interest at the rate of Twenty Percent (20%) percent per annum after
default until paid.

All parties to this Note, including maker and any sureties, endorsers, or
guarantors, hereby waive protest, presentment, notice of dishonor, and notice of
acceleration of maturity and agree to continue to remain bound for the payment
of principal, interest, and all other sums due under this Note and,
notwithstanding any change or changes by way of release, surrender, exchange,
modification or substitution of any security for this Note or by way of any
extension or extensions of time for the payment of principal and interest; and
all such parties waive all and every kind of notice of such change or changes
and agree that the same may be made without notice or consent of any of them.

Upon default, the holder of this Note may employ an attorney to enforce the
holder's rights and remedies and the maker, principal, surety, guarantor and
endorsers of this Note hereby agree to pay to the holder reasonable attorneys
fees, plus all other reasonable expenses incurred by the holder in exercising
any of the holder's right and remedies upon default. The failure to exercise any
such right or remedy shall not be a waiver or release of such rights or remedies
or the right to exercise any of them at another time.

This Note is to be governed and construed in accordance with the laws of the
State of New Jersey.

IN TESTIMONY WHEREOF, each corporate maker has caused this instrument to be
executed in its corporate name by its President, and its corporate seal to be
hereto affixed, all by order of its Board of Directors first duly given, the day
and year first written below:


iVoice, Inc.         (CORPORATE SEAL)



By:__/s/Kevin Whalen__________ Dated:___8/13/02____________

  Kevin Whalen
   Controller






                                       19
<PAGE>







<PAGE>




                                                                    Exhibit 99.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of iVoice, Inc. ("the Company") on Form
10-QSB for the period ended June 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof ("the Report"), I, Jerome R Mahoney,
President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     1.   The Report containing the financial statements for the Company fully
          complies with the requirements of section 13(a) or 15(d) of the
          Securities Exchange Act of 1934; and

     2.   The information contained in the Report fairly presents, in all
          material respects the financial condition and results of operations of
          the Company.


                                     By /s/ Jerome R Mahoney
                                     ---------------------
                                     Jerome R Mahoney
                                     President and Chief Executive Officer














                                       20
<PAGE>





                                                                    Exhibit 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of iVoice, Inc. ("the Company") on Form
10-QSB for the period ended June 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof ("the Report"), I, Kevin R Whalen, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     3.   The Report containing the financial statements for the Company fully
          complies with the requirements of section 13(a) or 15(d) of the
          Securities Exchange Act of 1934; and

     4.   The information contained in the Report fairly presents, in all
          material respects the financial condition and results of operations of
          the Company.


                                     By /s/ Kevin R Whalen
                                     ---------------------
                                     Kevin R Whalen
                                     Chief Financial Officer






                                       21
<PAGE>