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 September 30, 2003

                                       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     000-29341

                                  iVoice, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

750 Highway 34
Matawan, NJ                                                      07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

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

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

Securities registered under Section 12(g) of the Exchange Act: Class A common,
                                                               no par value

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

YES   X                    NO
     ----                     ----

Number of shares of Class A, common stock, no par value,
outstanding as of: November 10, 2003                            4,647,541,429

<PAGE>

                                  iVoice, Inc.
                              FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003



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

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

    Item 1. Financial Statements

            Balance Sheet - September 30, 2003 (Unaudited)                   2

            Statements of Operation -
            For the three and nine months ended September 30, 2003 and 2002  3

            Statements of Cash Flows -
            For the nine months ended September 30, 2003 and 2002         4 - 6

            Notes to the financial statements                             7 - 14

    Item 2. Management's Discussion and Analysis of Financial Condition
                                and Results of Operations                15 - 17

    Item 3. Controls and Procedures                                      17 - 18

PART II. OTHER INFORMATION

    Item 3. Defaults upon Senior Securities                                 18

    Item 6. Exhibits and reports on Form 8-K                                18


                                       1
<PAGE>
<TABLE>
<CAPTION>

                                  iVoice, Inc.
                           CONSOLIDATED BALANCE SHEETS
                               SEPTEMBER 30, 2003
                                   (Unaudited)
      ASSETS
CURRENT ASSETS
<S>                                                                                                    <C>
   Cash and cash equivalents                                                                           $   1,469,229
   Accounts receivable, net of allowance for doubtful accounts of $2,700                                       8,793
   Inventory                                                                                                  23,096
   Securities available for sale                                                                             117,360
   Costs in excess of billings                                                                                11,832
   Net current assets of discontinued operations                                                              71,397
   Prepaid expenses and other current assets                                                                 216,667
                                                                                                       -------------
    Total current assets                                                                                   1,918,374

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $155,559                                           48,736

OTHER ASSETS
   Software license costs, net of accumulated amortization of $385,900                                        68,100
   Intangible assets                                                                                         105,106
   Net long-term assets of discontinued operations                                                            13,500
   Deposits and other assets                                                                                   7,000
                                                                                                       -------------
      Total other assets                                                                                     193,706
                                                                                                       -------------

      TOTAL ASSETS                                                                                     $   2,160,816
                                                                                                       =============

      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
    Accounts payable and accrued expenses                                                              $     205,284
    5% Convertible debentures - Note 3                                                                       140,000
    Due to related parties - Note 4                                                                          430,554
    Net current liabilities of discontinued operations                                                       517,636
    Deferred maintenance contracts                                                                            29,155
                                                                                                       -------------
       Total current liabilities                                                                           1,322,629
                                                                                                       -------------

LONG-TERM DEBT                                                                                                     -
                                                                                                       -------------
Total liabilities                                                                                          1,322,629
                                                                                                       -------------
COMMITMENTS AND CONTINGENCIES - Note 5                                                                             -

STOCKHOLDERS' EQUITY
    Preferred stock, par value $1.00; authorized 1,000,000
      shares, no shares issued or outstanding                                                                      -
     Common stock, Class A -  no par value; authorized 10,00,000,000
    shares, 3,983,175,753 issued and 3,982,575,753 shares outstanding                                        914,491
    Common stock, Class B - par value $.01; authorized 50,000,000
     shares;  2,204,875 shares issued; 1,799,875 shares outstanding                                              127
    Treasury stock, 600,000 Class A shares, at cost                                                          (28,800)
    Additional paid in capital                                                                            15,591,520
Accumulated deficit                                                                                      (15,707,117)
    Accumulated other comprehensive income                                                                    67,966
                                                                                                       -------------
       Total stockholders' equity                                                                            838,187
                                                                                                       -------------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                      $   2,160,816
    The accompanying notes are an integral part of the financial statement.                            =============

</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>

                                  iVoice, Inc.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                            For the Three Months Ended          For the Nine Months Ended
                                                                   September 30,                       September 30,
                                                        ----------------------------------     ----------------------------
                                                              2003              2002               2003             2002
                                                        --------------       -------------     ------------     -----------

<S>                                                     <C>                  <C>               <C>              <C>
SALES, net                                              $      126,683       $     140,614     $    349,403     $   457,303

COST OF SALES                                                   49,921              38,337          132,593         139,774
                                                        --------------       -------------     ------------     -----------

GROSS PROFIT                                                    76,762             102,277          216,810         317,529
                                                        --------------       -------------     ------------     -----------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                            23,484              35,319           77,063          93,056
    General and administrative expenses                        199,148             214,432          607,574       1,229,285
    Research and development                                    30,700              57,665          156,371         170,428
    Bad debt expense -                                               -                   -            3,000
    Depreciation and amortization                               36,732              36,700          109,630         108,601
                                                        --------------       -------------     ------------     -----------
Total selling, general and administrative expenses             290,064             344,116          950,638       1,604,370
                                                        --------------       -------------     ------------     -----------

LOSS FROM OPERATIONS                                          (213,302)           (241,839)        (733,828)     (1,286,841)

COSTS IN CONNECTION WITH SPIN-OFF                                  116                   -           44,621               -
                                                        ----------------------------------     ----------------------------

LOSS FROM DISCONTINUED OPERATIONS                              124,012               4,244          140,678          16,764
                                                        --------------       -------------     ------------     -----------
OTHER INCOME\ (EXPENSE)
    Non-recurring expense                                            -              (9,222)               -          (9,222)
    Other Income                                                 1,079                   -            1,079          28,800
    Interest expense                                          (211,442)            (47,235)        (297,912)       (376,611)
                                                        --------------       -------------     ------------     -----------
Total other income (expense)                                  (210,363)            (56,457)        (296,833)       (357,033)
                                                        --------------       -------------     ------------     -----------

LOSS BEFORE INCOME TAXES                                      (547,793)           (302,540)      (1,215,960)     (1,660,638)

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

NET LOSS                                                $     (547,793)      $    (302,540)    $ (1,215,960)    $(1,660,638)
                                                        ==============       =============     ============     ===========
NET LOSS PER COMMON SHARE
    Basic                                               $ (       0.00)      $(       0.00)    $(      0.00)    $(     0.01)
                                                        ==============       =============     ============     ===========
    Diluted                                             $ (       0.00)      $(       0.00)    $(      0.00)    $(     0.01)
                                                        ==============       =============     ============     ===========

</TABLE>

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


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                  iVoice, Inc.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                               For the Nine Months Ended
                                                                                                     September  30,
                                                                                              -----------------------------
                                                                                                   2003             2002
                                                                                              -------------    ------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                                           <C>              <C>
   Net loss                                                                                   $  (1,215,960)   $ (1,660,638)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                                                                      28,454          30,357
   Amortization of prepaid expense                                                                   78,833         326,667
   Amortization of intangibles                                                                            -           9,843
   Amortization of software license                                                                  81,600          81,600
   Bad debt expense                                                                                       -           3,000
   Forfeited employee stock compensation                                                                  -         (28,800)
   Discounts on stock options                                                                             -         316,750
   Debt issue costs                                                                                       -         216,977
   Gain on sale of investments                                                                       (1,079)              -
   Common stock issued for consulting services                                                            -          45,000
   Common stock issued for interest                                                                  28,584          10,735
   Changes in certain assets and liabilities:
      Accounts receivable                                                                             6,394         (20,803)
      Inventory                                                                                       8,782           8,123
Accounts payable and accrued liabilities                                                            268,109         196,760
Deferred revenue                                                                                     16,945         (19,304)
      Other assets                                                                                    6,230             686
                                                                                              -------------    ------------
Total cash used in operating activities                                                           (693,108)        (483,047)
                                                                                              -------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                                                (7,004)         (2,641)
   Investment in securities available for sale                                                      (50,000)              -
   Proceeds from investment dispositions                                                              1,685               -
   Purchase of goodwill and other intangibles                                                        (7,620)         (1,560)
                                                                                              -------------    ------------
Total cash used in investing activities                                                             (62,939)         (4,201)
                                                                                              -------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                                                                       1,873,923         102,696
   Collections on stock subscriptions                                                                     -         317,000
   Proceeds from related party loans                                                                      -           3,000
   Repayment of related party loans                                                                 (90,000)        (90,000)
   Proceeds from notes payable                                                                    1,700,000         250,000
   Repayment of notes payable                                                                    (1,934,667)        (93,453)
   Repayment of capital lease obligations                                                           (13,928)        (25,556)
   Sale of convertible debentures                                                                   140,000         255,000
                                                                                              -------------    ------------
Total cash provided by financing activities                                                       1,675,328         718,687
                                                                                              -------------    ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                           919,281         231,439

</TABLE>

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


                                       4
<PAGE>
<TABLE>
<CAPTION>


                                  iVoice, Inc.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

                                                                             For the Nine Months Ended
                                                                                   September  30,
                                                                           -----------------------------
                                                                                2003            2002
                                                                           -------------    ------------

<S>                                                                              <C>              <C>
CASH AND EQUIVALENTS - BEGINNING OF PERIOD - Continuing Operations               566,345          85,543
CASH AND EQUIVALENTS - BEGINNING OF PERIOD - Discontinued Operations                   -               -
                                                                           -------------    ------------

CASH AND EQUIVALENTS - END OF PERIOD - Continuing Operations               $   1,469,229    $    316,982
                                                                           =============    ============
CASH AND EQUIVALENTS - END OF PERIOD - Discontinued Operations             $      16,397    $          -
                                                                           =============    ============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                        $         700    $      6,104
                                                                           =============    ============
   Income taxes                                                            $           -    $          -
                                                                           =============    ============
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

SEPTEMBER 30, 2003
------------------

During the nine months ended September 30, 2003, the Company:

a)   issued 235,000,000  shares of Class A common stock for consulting  services
     valued at $315,000.

b)   issued  466,859,715 shares of its Class A common stock for the repayment of
     $115,800 in principal on its 12% Convertible Debentures.

c)   issued  58,405,204  shares of its Class A common  stock for interest on its
     outstanding 12% Convertible Debentures valued at $24,497.

d)   issued  2,093,900,745  shares of Class A common stock with a total value of
     $1,938,754.  Of this amount,  $1,849,418 was for repayment of principal and
     $4,087  was for the  repayment  of  interest  on notes  payable,  issued as
     advances on the equity line financing with Cornell  Capital  Partners,  LP.
     The balance of $85,249 was market discount charged to expense.








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


                                       5
<PAGE>

                                  iVoice, Inc.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES - Continued

SEPTEMBER 30, 2002
------------------

During the nine months ended September 30, 2002, the Company:

a)   issued 10,000 shares as partial payment for leasehold  improvements  valued
     at $540.

b)   issued  2,250,000  shares of Class A common stock for legal services valued
     at $45,000.

c)   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)   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)   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)   issued  505,921  shares of its Class A common  stock for the  repayment  of
     $15,000 in principal on its 8% Convertible Debentures.

g)   issued  7,229,230  shares of its Class A common stock for the  repayment of
     $64,000 in principal on its 12% Convertible Debentures.

h)   issued  19,464,744  shares of its Class A common stock for the repayment of
     $71,483 in principal on its 5% Convertible Debentures.











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


                                       6
<PAGE>

                                  iVoice, Inc.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

          The accompanying  unaudited  consolidated financial statements include
          the accounts of iVoice,  Inc.  (the  "Company" or  "iVoice"),  and its
          wholly  owned  subsidiaries.  iVoice,  Inc.  formerly  known as Visual
          Telephone  International,  Inc.  ("Visual") was incorporated under the
          laws of Utah on December 2, 1995, subsequently changed to Delaware. On
          April 25, 2003,  iVoice formed a wholly owned  subsidiary in the State
          of New  Jersey  and on  May 5,  2003,  iVoice  changed  its  state  of
          incorporation  from  Delaware to New Jersey by merging  into the newly
          formed New Jersey  subsidiary.  These  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.

          The result of operations  for the three and  nine-month  periods ended
          September  30,  2003 and 2002 are not  necessarily  indicative  of the
          results to be expected for the full year.

          For  further  information,  refer  to  the  financial  statements  and
          footnotes included in Form 10-KSB for the year ended December 31, 2002

          Principles of Consolidation
          ---------------------------

          The  accompanying   consolidated   financial  statements  include  the
          accounts of the Company and its subsidiaries Trey Resources,  Inc. and
          iVoice Acquisition 2, Inc. All significant  intercompany  transactions
          and balances have been eliminated in consolidation. The balance sheet,
          statements  of operations  and the cash flows of the Company's  wholly
          owned  subsidiary,  Trey Resources Inc. are presented as  discontinued
          operations  due to  the  planned  Distribution  discussed  under  Trey
          Resources  Distribution.  Where  appropriate,  prior year amounts have
          been reclassified to conform to the current period presentation


                                       7
<PAGE>

                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

          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  of earnings  per share for basic
          and diluted purposes are as follows:

                       Three Months Ended                Nine Months Ended
                         September 30,                     September 30,
                  -----------------------------      --------------------------
                      2003              2002             2003          2002
                  -------------     -----------      -------------  -----------
                  3,291,495,029     196,507,632      1,958,056,182  172,613,099


          Company Background
          ------------------

          On May 21, 1999, the Company executed a Reorganization  Agreement (the
          "Agreement")  that provided that the Company and  International  Voice
          Technologies,  Corp.  ("IVT") would be merged and the Company would be
          the surviving  entity.  On May 25, 1999, a  certificate  of merger was
          filed  with the  State of  Delaware  and the name of the  Company  was
          changed to iVoice.com, Inc.

          On April 24, 2000,  the Company  entered into an agreement and plan of
          reorganization  with all the  stockholders of ThirdCAI,  another shell
          company that was a reporting company under the Securities Exchange Act
          of  1934.  In  this  transaction,  which  took  place  by  means  of a
          short-form  merger,  with ThirdCAI's name being changed to iVoice.com,
          Inc.  The  purpose of this  transaction  was to enable  the  Company's
          business to be  conducted by a reporting  company,  as pursuant to the
          "eligibility  rule" adopted by the National  Association of Securities
          Dealers,  Inc., or "NASD," as only reporting companies may continue to
          have stock quoted on the OTC Bulletin Board.

          On  August  24,  2001,   the  Company   amended  its   certificate  of
          incorporation to change its name to iVoice, Inc. from iVoice.com, Inc.


                                       8
<PAGE>

          On April 25,  2003,  iVoice  formed a wholly owned  subsidiary  in the
          State of New Jersey and on May 5, 2003,  iVoice  changed  its state of
          incorporation  from  Delaware to New Jersey by merging  into the newly
          formed New Jersey subsidiary.



                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

          At  September  30, 2003 the  Company  held a 100%  investment  in Trey
          Resources,  Inc.  In June  2003,  the  Company  filed  a  registration
          statement  with the SEC to spin off Trey as a separate  public company
          in a pro  rata  dividend  distribution  of the  common  stock  of Trey
          Resources to iVoice shareholders. (See the Trey Resources Distribution
          below.)  Upon  determination  of  effectiveness  of  the  registration
          statement,  the  distribution  of shares in Trey Resources will occur.
          While Trey has not operated its Automatic  Reminder  software business
          as  a  stand-alone  company,  the  assets,  liabilities,  revenue  and
          expense,  previously consolidated with the financial statements of the
          Company are presented in these  financial  statements as  discontinued
          operations  at  September  30,  2003 and for the three and nine months
          ended September 30, 2003 and 2002.

          The Company is  publicly  traded and is  currently  traded on the NASD
          Over the Counter Bulletin Board ("OTCBB") under the symbol "IVOC".


NOTE 2  - DISCONTINUED OPERATIONS

          In June 2003,  the Company  announced  its  intention  to spin-off its
          Automatic  Reminder  software  business  in  the  form  of a  pro-rata
          distribution  to  iVoice  stockholders  of  approximately  65%  of the
          outstanding  shares of Class A Common Stock of Trey  Resources,  Inc.,
          which is currently a wholly owned subsidiary of iVoice.  Trey will own
          and operate the Automatic  Reminder  software business of iVoice as an
          independent publicly traded entity following the distribution. In June
          2003  and  subsequently  amended  in  October  2003,  iVoice  filed  a
          registration  statement  with the SEC related to the pro rata dividend
          distribution of the shares of Trey Resources, Inc. held by the Company
          to  the  shareholders  of  iVoice.  Management  anticipates  that  the
          distribution  will take  place on or about the  effective  date of the
          registration  statement.  Each  iVoice  stockholder  as of October 13,
          2003, the record date for the distribution,  will receive one (1) Trey
          share for every  twelve  hundred  (1,200)  iVoice  shares held on that
          date.

          The  summarized  unaudited  results of operations  for the nine months
          ended September 30, 2003 and 2002 are as follows:

                                                        2003          2002
                                                    -----------    ---------
          Revenues                                  $     1,350    $   1,050
          Cost of Revenues                                    -            -
                                                    -----------    ---------


                                       9
<PAGE>
          Gross profit                                    1,350        1,050
          Operating Expenses                            125,875       16,928
                                                    -----------    ---------
          Operating Loss                               (124,525)     (15,878)
          Interest expense                               16,153          886
          Provision for income taxes                          -            -
                                                    -----------    ---------
          Net Loss                                  $(140,678)     $ (16,764)
                                                    ===========    =========




                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

NOTE 2  - DISCONTINUED OPERATIONS - Continued

          At  September   30,  2003  and  December  31,  2002  the  net  current
          liabilities  and the net long-term  assets of Trey  Resources  were as
          follows:

<TABLE>
<CAPTION>
                                                                  September 30,
                                                                       2003          December 31,
                                                                   (Unaudited)           2002
          Current assets:                                         -------------      ------------
           <S>                                                    <C>                <C>
           Cash                                                   $      16,397      $          -
           Prepaid expenses                                              55,000                 -
                                                                  -------------      ------------
             Total current assets                                        71,397                 -

          Current liabilities:
            Accounts payable and accrued expenses                 $     267,636      $    142,333
            Convertible debentures                                      140,000                 -
            Due to related party                                        250,000           250,000
                                                                  -------------      ------------
              Total current liabilities                                 657,636           342,333
                                                                  -------------      ------------

          Net current liabilities of discontinued operations      $     586,239      $    342,333
                                                                  =============      ============

          Capitalized software license costs                      $      13,500      $     27,000
                                                                  -------------      ------------
          Net long-term assets of discontinued operations         $      13,500      $     27,000
                                                                  =============      ============
</TABLE>

NOTE 3  - CONVERTIBLE DEBENTURES

          In  January  2003,  the  Company,  through  its Trey  Resources,  Inc.
          subsidiary,   entered  into  a  subscription  agreement  with  certain
          purchasers to issue $250,000 in convertible debentures,  with interest
          payable at 5% per annum.  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.  At  September  30, 2003, a total of
          $140,000  in  debenture  proceeds  has  been  received  so far  and is
          outstanding as of that date.


                                       10
<PAGE>

                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

NOTE 3  - CONVERTIBLE DEBENTURES - Continued

          In October 1999, the Company issued a series of convertible debentures
          consisting of ten notes payable totaling  $500,000 bearing interest at
          12% per annum and payable on December 1, 2000.  The 12% debentures are
          convertible  into shares of the Company's  Class A Common Stock at the
          option  of the  holder  by  dividing  the  outstanding  principal  and
          interest by the conversion  price which shall equal 50% of the average
          bid price during the 20 trading days before the  conversion  date.  At
          September 30, 2003, all of the outstanding  principal and interest was
          repaid  through the  issuance of Class A common  shares in  accordance
          with the terms described above. Additionally,  the Company has settled
          with the investor without penalty or additional costs arising from the
          Company's default under the Debenture agreement. The parties have also
          entered into mutual  releases,  which  prevents  either party from any
          claims against the other resulting from the financing agreement.


NOTE 4 - DUE TO RELATED PARTIES

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

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


                                       11
<PAGE>

                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

NOTE 4 - DUE TO RELATED PARTIES - Continued


          On October 14, 2002, Mr. Mahoney  converted  $1,504,875 of the amounts
          owed to him into  1,504,875  shares  of Class B  common  stock.  As of
          September 30, 2003,  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 $680,554.

          In  connection  with the  assignment  of assets and  liabilities  from
          iVoice  to Trey  pursuant  to the  anticipated  spin-off  transaction,
          iVoice will be assigning to Trey  Resources,  $250,000 of  outstanding
          indebtedness  from  iVoice to Mr.  Mahoney.  As such,  this  amount is
          reflected in the net current liabilities of discontinued operations.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

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

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

     c)   In February  2003,  the Company  entered into an Equity Line of Credit
          with Cornell  Capital  Partners,  L.P.  Pursuant to the Equity Line of
          Credit,  the Company  may,  at its  discretion,  periodically  sell to
          Cornell  Capital  Partners  shares of Class A common stock for a total
          purchase  price of up to $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. Pursuant to the agreement with Cornell Capital


                                       12
<PAGE>

          Partners,  LP, we  registered  for resale on Form SB-2,  5,000,000,000
          shares  of  Class A common  stock  with the  Securities  and  Exchange
          Commission. The offering will terminate 24 months after the Securities
          and Exchange Commission declares the registration statement effective.

     d)   The  Company's  assets are  subject to a Security  Agreement  with the
          majority stockholder. See Note 4.



                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

NOTE 6 - COMMON STOCK

          In January 2003, the Company amended its Certificate of  Incorporation
          to  change  the par value of its Class A Common  Stock  from  $.001 to
          $.0001 and to increase the number of shares the Company is  authorized
          to  issue  of  its  Class  A  Common   Stock   from   600,000,000   to
          10,000,000,000  and  its  Class  B  Common  Stock  from  3,000,000  to
          50,000,000.

          On April 25,  2003,  iVoice  formed a wholly owned  subsidiary  in the
          State of New Jersey and on May 5, 2003,  iVoice  changed  its state of
          incorporation  from  Delaware to New Jersey by merging  into the newly
          formed New Jersey subsidiary.  In doing so, the par value of its Class
          A common  stock has  changed  from  $.0001 to no par value and the par
          value of the  Class B common  stock has  changed  from no par value to
          $.01 per share.

     a)   Class A Common Stock
          --------------------
          Class A Common Stock  consisted of the  following as of September  30,
          2003:  10,000,000,000  shares of  authorized  common stock with no par
          value, 3,983,175,753, shares were issued and 3,982,575,753 shares were
          outstanding.

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

          For the three months  ended  September  30, 2003,  the Company had the
          following transactions in its Class A Common Stock:

          1.   The Company issued 150,000,000 shares of its Class A Common Stock
               for consulting services rendered valued at $260,000.

          2.   The Company issued 207,090,232 shares of Class A Common Stock for
               the  conversion  of $51,050  in  debenture  principal  on its 12%
               convertible debentures


                                       13
<PAGE>

          3.   The Company issued  58,405,204 shares of its Class A common stock
               for interest on its outstanding 12% Convertible Debentures valued
               at $24,497.

          4.   The Company issued 919,403,023 shares of Class A common stock for
               repayment  of  $1,343,347  in  principal,  $4,087 in interest and
               $130,994 in discount on notes payable  issued for advances on the
               equity line financing with Cornell Capital Partners, LP

          5.   The Company  issued  295,081,967  shares of Class A common  stock
               upon conversion of 18,000 shares of Class B common stock.


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                               SEPTEMBER 30, 2003

  NOTE 6 - COMMON STOCK - Continued

     b)   Class B Common Stock
          --------------------
          Class B Common  Stock  consists  of  50,000,000  shares of  authorized
          common  stock  with par value  $.01 per  share.  Each share of Class B
          common stock is  convertible  into Class A common stock  calculated by
          dividing the number of Class B shares being converted by fifty percent
          (50%) of the lowest price that the Company had  previously  issued its
          Class A common stock since the Class B shares were issued. Each holder
          of Class B common stock has voting rights equal to the number of Class
          A shares  that  would be  issued  upon the  conversion  of the Class B
          shares,  had all of the  outstanding  Class B shares been converted on
          the record date used for purposes of  determining  which  shareholders
          would vote.  Holders of Class B common  stock are  entitled to receive
          dividends  in  the  same  proportion  as  the  Class  B  common  stock
          conversion  and voting rights have to Class A common stock.  Jerome R.
          Mahoney is the sole owner of the Class B common stock. As of September
          30, 2003,  there are  2,204,875  shares  issued and  1,799,875  shares
          outstanding

          Pursuant  to the  conversion  terms of the  Class B Common  stock,  on
          September 30, 2003, the 1,799,875 outstanding shares of Class B common
          stock are  convertible  into  29,506,147,541  shares of Class A common
          stock.

          In the nine months ended September 30, 2003, a total of 59,000 Class B
          shares were converted into 610,318,926 Class A shares.

     c)   Preferred Stock
          ---------------
          Preferred Stock consists of 1,000,000  shares of authorized  preferred
          stock with $1.00 par value.  As of September  30, 2003, no shares were
          issued or outstanding.


                                       14
<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
-------------------

In June 2003,  the Company  announced  its  intention to spin-off its  Automatic
Reminder  software  business  in the form of a pro-rata  distribution  to iVoice
stockholders of  approximately  65% of the outstanding  shares of Class A Common
Stock of Trey Resources,  Inc.,  which is currently a wholly owned subsidiary of
iVoice.  Trey will own and operate the Automatic  Reminder  software business of
iVoice as an independent  publicly traded entity following the distribution.  In
October 2003, Trey Resources filed two registration statements on Form SB-2. The
first  registration  statement  filed on October 3, 2003  addressed the comments
received  by the  Company  from the  Securities  &  Exchange  Commission  on the
original Form 10 filing by Trey and will  register the shares to be  distributed
to effect the spin-off  transaction.  The second registration  statement,  filed
October 24, 2003,  registers a number of shares to be issued upon  conversion of
Trey Resource's  outstanding  convertible  debentures and for issuance under the
Equity-line Credit Agreement entered into by Trey with Cornell Capital Partners,
LP.

September 30, 2003 compared to September 30, 2002
-------------------------------------------------

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 nine months ended  September 30,
2003 were  $126,683  and  $349,403,  respectively,  as compared to $140,614  and
$457,303 for the three and nine months ended  September 30, 2002, an decrease of
$13,931 or 9.9% and $107,900 or 23.6%,  respectively.  The decrease in sales for
the three and nine  month  period  reflects  continued  sluggish  demand for the
Company's  speech  recognition  telecommunication  products  as well as  reduced
resources devoted to sales and marketing efforts. The current three-month period
ending  September 30, 2003 does however  reflect an increase of $52,038 over the
three-month period ending June 30, 2003.

iVoice  continues to market and promote its speech enabled products to telephony
reseller  networks  throughout  the US and  Canada  in order to  leverage  those
resellers'   existing  customer  bases.  The  Company  also  sells  directly  to
end-users, systems that require significant customization.

Unless  special  arrangements  are made,  iVoice  generally  receives 50% of the
contract as a down  payment on any product  purchased  with the balance due upon
completion  of  the  installation.  iVoice  recognizes  its  revenue  using  the
percentage  of  completion  method  for  turnkey  systems  that  require  custom
configuration  by the  customer.  iVoice  determines  the  expected  costs  on a
particular installation by estimating the hardware


                                       15
<PAGE>

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.  For orders comprised
only of software or hardware items, the Company recognizes revenue upon shipment
of  those   items  to  the   customer.   iVoice   accepts   company   checks  or
Visa/MasterCard.

Gross margin for the three and nine months ended  September 30, 2003 was $76,762
and  $216,810 or 60.6% and 62.1%,  respectively,  as  compared  to $102,277  and
$317,529 or 72.7% and 69.4% for the three and nine months  ended  September  30,
2002. 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.  The decreases of $25,515 or 24.9% for the three-month
period and $100,719 or 31.7% for the  nine-month  periods  ending  September 30,
2003 were  generally  a result of an overall  decrease  in total  sales  volume.
Decreases in gross profit percentages reflect a higher percentage of labor costs
allocated to cost of sales.

Total  operating  expenses  decreased,  from $344,116 for the three months ended
September  30, 2002 to $290,064 for the three months ended  September 30, 2003 a
decrease of $54,052 or 15.7%.  Specific line items that reflect the reduction in
total operating expenses for the three months ending September 30, 2003, include
reduced  payroll and benefit costs of $63,092 and reduced  promotion and related
travel costs of $17,301,  offset by an increase in professional fees of $34,262.
As a result of the  downturn in the  telecommunications  industry  over the past
several  years,  the  Company  has  effectively   reduced  its  working  capital
requirements  to preserve its cash resources.  Total operating  expenses for the
nine months  ending  September  30, 2003 have been  reduced from  $1,604,370  to
$950,638 for the nine months ending  September 30, 2002, a reduction of $653,732
or 40.7%.

As of September  30, 2003,  the Company had 7 full-time  employees,  1 part-time
employee, 2 part-time consultants for a total of 10 individuals.

The loss from  operations for the three and nine months ended September 30, 2003
was $213,302 and $733,828  compared to $241,839 and $1,286,841 for the three and
nine months ended  September 30, 2002, a decrease of $28,537 and $533,013 in the
three and nine month comparative periods.

Interest  expense  of  $211,442  and  $297,912  was  incurred  for the three and
nine-month  period ending September 30, 2003 as compared to $47,235 and $376,611
for the three and nine-month period ending September 30, 2002, respectively,  an
increase of $164,207 for the three month  comparative  periods and a decrease of
$78,699 for the  nine-month  comparative  periods.  The current  year  quarterly
figures reflect $178,721 in discounts on advances received under the Equity Line
of Credit  Agreement with Cornell Capital,  LP; $22,795 in discounts  related to
the  beneficial  conversion  feature  of  interest  due  on  the  Company's  12%
convertible debentures; and $9,926 in interest accrued on amounts outstanding to
related parties. The prior three-month period ending September 30, 2002 reflects
$19,881  in  discounts  on  advances  and  beneficial   conversion  features  of
convertible   debentures  issued  in  2002;   $8,320  in  interest   outstanding
convertible  debentures;  $17,452 in interest accrued on amounts  outstanding to
related parties; and $1,582 in finance charges on capitalized leases payable.

Other  income for the three and  nine-month  period  ending  September  30, 2003
reflects a realized gain on the sale of securities  held for sale.  Other income
for the nine months ended September 30, 2002, reflects income of $28,800 for the
retention of 600,000 Class A common shares  previously issued to an employee and
charged to  compensation  expense in a prior  period.  These  shares were deemed
unvested  with the  terminated  employee  and were  recorded as  treasury  stock
purchase at a value of $28,800.


                                       16
<PAGE>

Net loss for the three and nine  month  period  ending  September  30,  2003 was
$547,793 and $1,215,960 as compared to $302,540 and $1,660,638 for the three and
nine  months of 2002.  The  respective  changes in net loss for the  comparative
periods were a result of the factors discussed above.

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

The primary  source of  financing  for iVoice has been  through the  issuance of
common stock and debt that is convertible  into common stock of the Company.  An
Equity Line of Credit Agreement entered into with Cornell Capital Partners,  LP,
has  provided  the  primary  source of working  capital  for the last 12 months.
Through  the  date of this  filing  we  have  received  total  net  proceeds  of
$4,609,110  representing  the maximum  gross  proceeds  under the Equity Line of
Credit  Agreement  of  $5,000,000.  The  difference  between  the  gross and net
proceeds reflects  discounts,  professional fees and other costs associated with
the registration and administration of the Equity Line.

To date we have incurred  substantial  losses and have  accumulated a deficit of
15,707,117. However, we have been able to raise sufficient working capital using
the Equity Line of Credit.  As of September  30, 2003 we had working  capital of
$540,745  and a cash  balance  of  $1,469,229.  This cash  balance as well as an
additional  $2,832,000  in advances  under the Equity Line,  received in October
2003,  provides the Company with sufficient  resources to continue operating for
the foreseeable future.

The Company may seek to raise additional funds through the issuance of equity in
the near future to  facilitate  certain  transactions  that may require  capital
resources that exceed the Company's current  resources.  It should be noted that
there is no assurance that any new financing arrangement will enable us to raise
the requisite capital.

Forward Looking Statements - Cautionary Factors

The following  discussion and analysis  should be read in  conjunction  with the
Company's financial  statements and the notes hereto appearing elsewhere in this
report.  This report contains  forward-looking  statements within the meaning of
the  Private  Securities  Litigation  Act of 1995.  The  Company  cautions  that
forward-looking  statements are not guarantees of future performance and involve
certain risks and uncertainties (including those identified in "Risk Factors" in
the Company's  Form 10-KSB for the year ended December 31, 2002) and that actual
results may differ materially from those in the forward-looking  statements as a
result of various factors.  Except for the historical information and statements
contained  in this  Report,  the  matters and items set forth in this Report are
forward looking statements.

ITEM 3 - CONTROLS AND PROCEDURES
--------------------------------
Evaluation of disclosure controls and procedures. Under the supervision and with
the  participation of our management,  including our Chief Executive Officer and
Chief  Financial  Officer,  we  evaluated  the  effectiveness  of the design and
operation of our disclosure  controls and procedures (as defined in Rules 13a-15
and 15d-15  under the Exchange  Act) as of the end of the period  covered by the
report.  Based upon that  evaluation  required by paragraph  Rule 13a-15 or Rule
15d-15,  the Chief Executive Officer and Chief Financial Officer concluded that,
our disclosure controls and procedures were effective in timely alerting them to
the  material  information  relating  to us (or our  consolidated  subsidiaries)
required to be included in our periodic SEC filings.


                                       17
<PAGE>

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





PART II - OTHER INFORMATION

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

In  October  1999,  the  Company  issued  a  series  of  convertible  debentures
consisting of ten notes payable  totaling  $500,000  bearing interest at 12% per
annum and payable on December 1, 2000. We were advised by the holders of our 12%
convertible debentures that we breached certain terms of the debentures.

At September 30, 2003, all of the outstanding  principal and interest on the 12%
convertible  debentures was repaid through the issuance of Class A common shares
in accordance  with the terms provided by the debenture  agreement.  The Company
has settled with the investor  without penalty or additional  costs arising from
the Company's default under the Debenture agreement.  Additionally,  the parties
have entered into mutual  releases,  which prevents either party from any claims
against the other resulting from defaults under the financing agreement.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits

          10.6 Consulting Services Agreement dated July 27, 2003 between iVoice,
               Inc. and Stone Street Advisors, LLC

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

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


     (b)  Reports on Form 8-K.

          None


                                       18
<PAGE>

                                   SIGNATURES

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






                                   iVoice, Inc.

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


                                       19