SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2004

                                       OR

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

For the transition period from ____________________ to ____________________

Commission file number:    000-229341

                                   iVOICE, INC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. YES __X__ NO ____


Number of shares of Class A, common stock,
  No par value, outstanding as of May 10, 2004:              6,034,717,970


<PAGE>


                                  iVOICE, INC.
                              FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004


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

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

          Item 1. Financial Statements

                  Consolidated Balance Sheet - March 31, 2004
                  (Unaudited)                                           2

                  Consolidated Statements of Operation - For the three
                  months  ended March 31, 2004 and 2003                 3

                  Consolidated  Statements  of Cash Flows - For the
                  three months  ended March 31, 2004 and 2003         4 - 5

                  Notes to consolidated financial statements          6 - 11

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

          Item 3. Controls and Procedures                              15


PART II. OTHER INFORMATION


          Item 6. Exhibits and Reports on Form 8-K                     15





                                       1

<PAGE>



                                  iVOICE, INC.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2004

<TABLE>
<CAPTION>

                                     ASSETS

CURRENT ASSETS
<S>                                                                                    <C>
Cash and cash equivalents                                                              $    7,057,274
Accounts receivable, net of allowance for doubtful accounts of $2,700                          22,447
Inventory                                                                                      20,122
Costs in excess of billings                                                                     1,678
Prepaid expenses and other current assets                                                     264,553
                                                                                       --------------
       Total current assets                                                                 7,366,074
                                                                                       --------------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of  $168,019                           37,871
                                                                                       --------------

OTHER ASSETS
Software license costs, net of accumulated amortization of $431,300                            22,700
Intangible assets                                                                             171,125
Deposits and other assets                                                                       7,000
                                                                                       --------------
       Total other assets                                                                     200,825
                                                                                       --------------

TOTAL ASSETS                                                                            $   7,604,770
                                                                                       ==============

                       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses                                                  $      214,784
Note payable                                                                                2,700,000
Due to related parties                                                                        514,052
Deferred revenues                                                                             191,157
                                                                                       --------------
         Total current liabilities                                                          3,619,993
                                                                                       --------------

          Total liabilities                                                                 3,619,993
                                                                                       --------------

COMMITMENTS AND CONTINGENCIES                                                                       -

STOCKHOLDERS' DEFICIENCY
Preferred stock, $1 par value; authorized 1,000,000 shares;
   no shares issued and outstanding                                                                 -
Common stock, Class A - no par value; authorized 10,000,000,000 shares;
  5,870,709,300 shares issued; 5,491,870,865 shares outstanding                            21,367,394
Common stock, Class B - no par value; authorized 50,000,000 shares;
  2,204,875 shares issued; 1,780,660 shares outstanding                                           108
Treasury stock, 600,000 Class A shares, at cost                                               (28,800)
Additional paid in capital                                                                    317,250
Accumulated deficit                                                                       (17,671,175)
                                                                                       --------------
         Total stockholders' deficiency                                                     3,984,777
                                                                                       --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                          $   7,604,770
                                                                                       ==============

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

                                       2
</TABLE>



<PAGE>


                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                   For the Three Months Ended
                                                                             March 31,
                                                                        2004             2003
                                                                  ---------------- -------------

<S>                                                                <C>                <C>
SALES, net                                                         $     98,868       $  147,075

COST OF SALES                                                            39,458           60,901
                                                                  --------------    -------------

GROSS PROFIT                                                             59,410           86,174
                                                                  --------------    -------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                                     33,345           31,053
    General and administrative expenses                                 362,036          238,168
    Research and development                                             32,223           61,281
    Depreciation and amortization                                        27,797           32,046
                                                                  --------------    -------------
Total selling, general and administrative expenses                      455,401          362,548
                                                                  --------------    -------------

LOSS FROM CONTINUING OPERATIONS                                        (395,991)        (276,374)
                                                                  --------------    -------------

OTHER INCOME\(EXPENSE)
    Other income                                                         29,291            1,499
    Write-off of financing costs                                     (1,177,500)         (24,343)
    Interest expense                                                     (8,339)         (15,851)
                                                                  --------------    -------------
Total other income\(expense)                                         (1,156,548)         (38,695)
                                                                  --------------    -------------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                  (1,552,539)         (315,069)

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

NET LOSS FROM CONTINUING OPERATIONS                                  (1,552,539)        (315,069)

COSTS IN CONNECTION WITH SPIN-OFF                                         2,131           25,689

LOSS FROM DISCONTINUED OPERATIONS
    Loss from Discontinued Operations - Trey Resources, Inc.             24,613            9,480
                                                                  --------------    -------------

NET LOSS                                                            $(1,579,283)      $ (350,238)
                                                                  =============    =============

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


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

                                       3
<PAGE>


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


                                                  For the Three Months Ended
                                                           March 31,
                                                       2004             2003
                                                 --------------   -------------
CASH FLOW USED IN OPERATING ACTIVITIES
   Net loss                                       $ (1,579,283)      $ (350,238)
   Adjustments to reconcile net loss to net
    cash used in operating activities
   Depreciation                                          2,566            9,470
   Amortization of prepaid expense                      73,346           23,333
   Amortization of intangibles                             281                -
   Amortization of software license                     24,950           27,200
   Loss from discontinued operations                    26,744                -
   Common stock issued for services                  1,010,000                -
   Changes in certain assets and liabilities:
           Accounts receivable                          16,293          (12,701)
           Inventory                                     2,464            7,891
           Accounts payable and accrued liabilities     72,017           50,703
           Deferred revenue                            167,105            2,194
           Other assets                               (218,500)             545
                                                 --------------   -------------
Total cash used in operating activities               (402,017)        (241,603)
                                                 --------------   -------------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Purchase of property and equipment                   (1,595)          (3,500)
   Purchase of intangibles                             (12,722)          (3,390)
                                                 --------------   -------------
Total cash used in investing activities                (14,317)          (6,890)
                                                 --------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock                            300,000          192,700
   Repayments of related party loans                   (33,000)         (30,000)
   Proceeds from notes payable                       3,000,000          140,000
   Repayment of notes payable                         (300,000)        (175,357)
   Sale of convertible debentures                            -           40,000
   Payment of capital lease obligations                      -           (9,975)
                                                 --------------   -------------
Total cash provided by financing activities          2,967,000          157,368
                                                 --------------   -------------

NET INCREASE\(DECREASE) IN CASH AND CASH
 EQUIVALENTS                                         2,550,666          (91,125)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD      4,506,608          566,345
                                                 --------------   -------------
CASH AND CASH EQUIVALENTS - END OF PERIOD         $  7,057,274     $    475,220
                                                 ==============   =============

CASH PAID DURING THE PERIOD FOR:
   Interest expense                               $         -      $        577
                                                 ==============   =============
   Income taxes                                   $         -      $          -
                                                 ==============   =============

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

                                       4

<PAGE>


                                  iVOICE, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

March 31, 2004:

a)   During the three months ended March 31, 2004, the Company issued
     303,060,606 shares of Class A common stock for fees associated with the
     Equity Line of Credit with Cornell Capital valued at $1,010,000.

b)   During the three months ended March 31, 2004, the Company issued
     106,761,565 shares of Class A common stock with a total value of $300,000
     for repayment of principal on outstanding notes payable, issued as advances
     on the equity line financing with Cornell Capital Partners, LP.

c)   During the three months ended March 31, 2004, the Company issued 6,909,564
     shares of Class A common stock for legal services related to the
     application for patents valued at $27,638.

d)   During the three months ended March 31, 2004, the Company issued 37,931,034
     shares of Class A common stock for legal services valued at $110,000.


March 31, 2003:

a)   During the three months ended March 31, 2003, the Company issued 35,000,000
     shares of Class A common stock for consulting services valued at $35,000

b)   During the three months ended March 31, 2003, the Company issued 64,541,750
     shares  of its  Class A  common  stock  for the  repayment  of  $30,500  in
     principal on its 12% Convertible Debentures.

c)   During  the  three  months  ended  March  31,  2003,   the  Company  issued
     291,306,149  shares of Class A common stock with a total value of $192,700.
     Of this  amount,  $175,357 was for  repayment  of principal on  outstanding
     notes payable, issued as advances on the equity line financing with Cornell
     Capital Partners, LP. The balance of $17,343 was market discount charged to
     expense.













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

                                       5

<PAGE>

                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2004

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. 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-month  periods ended March 31,
          2004 and 2003 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, 2003

          Principles of Consolidation
          ---------------------------
          The  accompanying   consolidated   financial  statements  include  the
          accounts of the Company and its  subsidiaries  iVoice  Acquisition  2,
          Inc. and Trey Resources, Inc. On February 11, 2004, Trey Resources was
          distributed to iVoice shareholders through a spin-off transaction. The
          Statements of Operations  and Cash Flows for the  three-month  periods
          ending  March 31,  2004,  reflect  the  results of Trey  Resources  as
          discontinued  operations  through February 11, 2004. The Statements of
          Operations and Cash Flows for the three-month  period ending March 31,
          2003  have also been  reclassified  to  reflect  Trey  Resources  as a
          discontinued operation. All significant intercompany  transactions and
          balances have been eliminated in consolidation.

          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.


                                       6

<PAGE>


                                  iVOICE, INC.
             CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

          The shares used in the computations are as follows:

                                                      Three Months Ended
                                                           March 31,
                                                   2004                 2003
                                               -------------      ------------
            Basic and Diluted purposes         5,418,393,300       774,416,425

NOTE 2  - NOTES PAYABLE

          On February 23, 2004 issued a  promissory  note  totaling  $3,000,000,
          payable  to  Cornell  Capital   Partners,   LP  for  advances  on  the
          equity-line  financing  agreement  entered into with Cornell December,
          2003.

          The note  matures  120 days  from  the  date of  issue  with  interest
          accruing at 8% per annum on any balance left unpaid after the maturity
          date.  At March 31, 2004, a total of $300,000 had been repaid  through
          the issuance of  106,761,565  Class A common shares  leaving an unpaid
          balance of $2,700,000.

NOTE 3 - 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.

          On February 11, 2004,  $250,000 of the amounts owed to Mr. Mahoney was
          transferred  to  Trey   Resources   Inc.   pursuant  to  the  spin-off
          transaction of Trey  Resources.  As of March 31, 2004, 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 $514,052.

                                       7

<PAGE>



                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2004

NOTE 4 - 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)   On May 1,  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 December  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 $20.0  million  to raise  capital to fund the
          Company's  working  capital  needs.  For each  share of Class A common
          stock  purchased  under the  Equity  Line of Credit,  Cornell  Capital
          Partners will pay lowest closing bid price of the Class A common stock
          on the  Over-the-Counter  Bulletin  Board during the five  consecutive
          trading day period immediately following our request for such advance,
          subject to the provisions of the Equity Line of Credit  Agreement.  In
          January 2004, pursuant to the agreement with Cornell Capital Partners,
          LP, the  Company  registered  for  resale on Form SB-2,  3,993,939,394
          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)   In February 2003, the Company entered into an administrative  services
          agreement with Trey Resources,  pursuant to which, iVoice will provide
          Trey Resources  services in such areas as  information  management and
          technology,  sharing of office space,  personnel and indirect overhead
          expenses,   employee  benefits  administration,   payroll,   financial
          accounting and reporting,  claims  administration  and reporting,  and
          other areas where Trey Resources may need transitional  assistance and
          support.  The term of the agreement  commences upon the effective date
          of the spin-off and  continues  for two years,  but may be  terminated
          earlier under certain  circumstances,  including a default, and may be
          renewed for additional  one-year terms. In exchange for services under
          the administrative  services  agreement,  Trey Resources has agreed to
          pay iVoice an annual fee of approximately $95,000.

     e)   On October 24, 2003,  Trey  Resources  filed with the  Securities  and
          Exchange Commission a registration  statement on Form SB-2 relating to
          the  registration  of  shares  to be issued  upon  conversion  of Trey
          Resource's outstanding  convertible debentures issued to The May Davis
          Group in March 2003 and Cornell  Capital  Partners in September  2003,
          and  pursuant to an equity line of credit  agreement  entered  between
          Trey  Resources  and  Cornell  Capital  Partners in January  2003.  In
          connection  therewith,  iVoice  has  agreed  to  provide  a  full  and
          unconditional

                                       8
<PAGE>


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2004

NOTE 4 - COMMITMENTS AND CONTINGENCIES - Continued

          guaranty of the payment and performance obligations of Trey Resources,
          in accordance with the terms of securities purchase agreements between
          Trey Resources and the holders of the  convertible  debentures,  which
          cannot  be   discharged,   except  by  complete   performance  of  the
          obligations under the securities  purchase  agreements and the related
          documents.  Under the guaranty,  if Trey Resources defaults in payment
          or  performance  of any  of  its  obligations  under  the  convertible
          debentures,  we are required to pay or perform such  obligations  upon
          two days' written  notice or demand by the holders of the  convertible
          debentures  and to take an advance  under the Equity Line of Credit on
          the day of any such  default,  in the amount of  $250,000  in order to
          repay to the  principal  amount  of the  convertible  debentures  plus
          $50,000   within   seven   days  of   default   by   Trey   Resources.
          Notwithstanding  anything to the contrary,  so long as the outstanding
          principal amount is zero or would be made zero simultaneously with the
          termination,  the  Company  shall  have  the  right to  terminate  the
          guaranty at any time by providing written notice of such termination.

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

NOTE 5 - COMMON STOCK

          Pursuant to the Company's  certificate of  incorporation,  as amended,
          iVoice, Inc. is authorized to issue  10,000,000,000  shares of Class A
          common  stock,  no par value per share,  50,000,000  shares of Class B
          common  stock,  par  value  $.01 per  share  and  1,000,000  shares of
          preferred stock, par value of $1.00 per share.

     a)   Class A Common Stock
          --------------------
          Class A Common Stock  consists of the  following as of March 31, 2004:
          10,000,000,000  shares of  authorized  common stock with no par value,
          5,870,709,300,  shares  were  issued  and  5,491,870,865  shares  were
          outstanding.  Of the total shares issued, 378,238,435 shares have been
          placed into escrow for the  purposes of  facilitating  the issuance of
          shares  under the equity line of credit with Cornell  Capital,  LP and
          are not reflected as outstanding at March 31, 2004.

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

                                       9
<PAGE>


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2004

NOTE 5 - COMMON STOCK -Continued

          For the year ended  March 31,  2004,  the  Company  had the  following
          transactions in its Class A Common Stock:

               1).  The  Company  issued  303,060,606  shares  of Class A common
                    stock for fees  associated  with the  Equity  Line of Credit
                    with Cornell Capital valued at $1,010,000.

               2).  The  Company  issued  106,761,565  shares  of Class A common
                    stock  with a total  value  of  $300,000  for  repayment  of
                    principal on outstanding  notes payable,  issued as advances
                    on the equity line financing with Cornell Capital  Partners,
                    LP.

               3).  The Company issued  6,909,564 shares of Class A common stock
                    for legal  services  related to the  application  of patents
                    valued at $27,638.

               4).  During the three months  ended March 31,  2004,  the Company
                    issued  37,931,034  shares of Class A common stock for legal
                    services valued at $110,000.

               5).  The  Company  issued  315,000,000  shares  of Class A common
                    stock  upon  conversion  of 19,215  shares of Class B common
                    stock.

     b)   Class B Common Stock
          --------------------
          Class B Common  Stock  consists  of  50,000,000  shares of  authorized
          common stock with no par value.  Each share of Class B common stock is
          convertible  into Class A common  stock  calculated  by  dividing  the
          number of Class B shares being converted by fifty percent (50%) of the
          lowest price that the Company had previously issued its Class A common
          stock  since the Class B shares  were  issued.  Each holder of Class B
          common  stock has voting  rights equal to the number of Class A shares
          that would be issued upon the  conversion  of the Class B shares,  had
          all of the  outstanding  Class B shares been  converted  on the record
          date used for purposes of determining which  shareholders  would vote.
          Holders of Class B common stock are  entitled to receive  dividends in
          the same proportion as the Class B common stock  conversion and voting
          rights  have to Class A common  stock.  Jerome R.  Mahoney is the sole
          owner of the Class B common  stock.  As of March 31,  2004,  there are
          2,204,875 shares issued and 1,780,660 shares outstanding

          Pursuant to the conversion terms of the Class B Common stock, on March
          31, 2004, the 1,780,660 outstanding shares of Class B common stock are
          convertible into 29,191,147,541 shares of Class A common stock.

                                       10
<PAGE>


                                  iVOICE, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2004

NOTE 5 - COMMON STOCK -Continued

          In the three  months  ended March 31,  2004, a total of 19,215 Class B
          shares were converted into 315,000,000 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 March 31, 2004,
          no shares were issued or outstanding.




                                       11

<PAGE>



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

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

Plan of Operation
-----------------

To date, iVoice has incurred substantial losses and does not produce enough cash
from operations to cover its operating cash requirement. The Company raises its
necessary working capital from financing transactions that include the issuance
of common stock or instruments that are convertible into common stock, which
have a dilutive effect on current shareholders.

Our desired distribution channel is through Original Equipment Manufacturers
(OEMs) and Value Added Resellers (VARs). iVoice is currently focused on
developing its dealer and reseller channels to increase market share. Management
believes it can leverage already existing equipment manufacturer's reseller
channels by integrating its speech recognition software directly into their
established revenue producing product lines. The TAPI interface allows for rapid
and economical deployment to new and existing end users operating on a TAPI
platform. Management is cognizant of the opportunities that exist in obtaining
an OEM agreement with manufacturers whereby iVoice software can be shipped
within the manufacturers PBX system and deployed directly upon system
installation. We distribute our software products through a network of
authorized dealers and distributors throughout North America and also sell
direct to end users in geographic locations where an existing dealer
relationship does not exist. We provide thorough installation and training to
dealers allowing them to provide end customer support.

We continue to search for potential acquisition candidates with or without
compatible technology and products, which Management believes can provide growth
potential, are in a viable and stable market segment, and employ a current
management team committed to the organization's long-term success. On April 1,
2004, we announced signing a Letter of Intent to acquire Ideal Ideas, Inc. and
its technology portfolio of issued patents. Subsequently, the parties terminated
the Letter of Intent and released each other from any obligations arising under
the Letter of Intent.

March 31, 2004 compared to March 31, 2003
-----------------------------------------

Revenues are derived primarily from the sale of voice and computerized telephone
systems for small-to-medium sized businesses and corporate departments. Total
revenues for the three months ended March 31, 2004 were $98,868, as compared to
$147,075 for the three months ended March 31, 2003, a decrease of $48,207 or
32.8%. The decrease in sales for the period reflects continued sluggish demand
for the Company's speech recognition telecommunication products as well as
reduced resources devoted to sales and marketing efforts.

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.

                                       12
<PAGE>

Gross margin for the three months ended March 31, 2004 was $59,410 or 60.0%, as
compared to $86,174 or 58.6% for the three months ended March 31, 2003. The
gross margin is dependent, in part, on product mix, which fluctuates from time
to time; complexity of a communication system installation which determines
necessary hardware requirements and may not have a proportionate relationship
with the system selling price; and the ability of Company technical personnel to
efficiently configure and install the Company's communications products. The
decrease in gross margin of $26,764 or 31.1% reflects lower sales volume in the
current period versus the same period of the prior year.

Total operating expenses increased $92,853 or 25.6% from $362,548 for the three
months ended March 31, 2003 to $455,401 for the three months ended March 31,
2004. The increase in operating expenses for the current quarter was principally
a result of an increase in professional fees of $151,098 offset by a reduction
in research and development costs of $29,266 and payroll costs of $30,074.

As of March 31, 2004, the Company had 7 full-time employees, 2 part-time
consultants and 1 part-time employee for a total of 10 individuals.

The loss from continuing operations for the three months ended March 31, 2004
was $395,991 compared to $276,374 for the three months ended March 31, 2003, an
increase of $119,617 or 43.3%

Other income totaling $1,499 for the three months ended March 31, 2003 was
comprised entirely of interest income on cash reserves. Other income for the
three months ended March 31, 2004, reflects interest income on cash reserves of
$16,689 and $12,602 in income pursuant to the administrative service agreement
with Trey Resources, Inc.

Other expenses for the three months ended March 31, 2004 reflect the write-off
of financing costs of $1,177,500 comprised of fees, market discounts on stock
issued and drawdown fees charged pursuant to the equity-line financing agreement
with Cornell Capital Partners, LP. This represents an increase of $1,153,157
over the three-month period ending March 31, 2003, which amounted to $24,343.

Interest expense of $8,339 was incurred for the three-month period ending March
31, 2004 versus $15,851 in the three months ending March 31, 2003, a decrease of
$7,512 or 47.4% due to lower outstanding balances in the current period.

The Company incurred costs of $2,131 in three-month period ending March 31,
2004, related to the spin-off of its wholly owned subsidiary, Trey Resources,
Inc. These costs consist primarily of legal, accounting, printing and
reproduction as well as securities filing fees. This amount represents a
reduction of $23,558 from a total of $25,689 incurred in the three-month period
ending March 31, 2003.

The loss from discontinued operations reflects the operating results of Trey
Resources, Inc., a wholly owned subsidiary that the Company has distributed to
its shareholders in the form of a dividend on February 11, 2004. The loss from
discontinued operations increased by $15,133 from $9,480 to $24,613. The
increase is primarily attributable to accrued officer salaries not incurred in
the prior period.

Net loss for the three-month period ending March 31, 2004 was $1,579,283 as
compared to $350,238 for the first three months of 2003. The increase in net
loss of $1,229,045 was a result of the factors discussed above.

                                       13
<PAGE>


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

We are currently seeking additional operating income opportunities through
potential acquisitions or investments. Such acquisitions or investments may
consume cash reserves or require additional cash or equity. Our working capital
and additional funding requirements will depend upon numerous factors,
including: (i) strategic acquisitions or investments; (ii) an increase to
current company personnel; (iii) the level of resources that we devote to sales
and marketing capabilities; (iv) technological advances; and (v) the activities
of competitors.

During the three-month period ending March 31, 2004 and the year ended December
31, 2003, the Company generated sales of $98,868 and $442,987, incurred net
losses of $1,577,152 and $2,002,742 and had cash flow deficiencies from
operating activities of $402,017 and $1,142,159 respectively. These matters
raise substantial doubt about iVoice's ability to generate cash flows through
its current operating activities sufficient enough that its existence can be
sustained without the need for external financing. iVoice's primary need for
cash is to fund its ongoing operations until such time that the sale of products
generates enough revenue to fund operations. There can be no assurance as to the
receipt or timing of revenues from operations.


The primary source of financing for iVoice has been through the issuance of
common stock and debt that is convertible into common stock of the Company. On
March 31, 2004, iVoice had total liabilities of $3,619,993, consisting of
accounts payable and accrued expenses of $214,784, notes payable of $2,700,000,
deferred revenue of $191,157, and amounts due to related parties of $514,052. It
is anticipated that the remaining balance due on our outstanding notes payable
which represents advances on the equity line of credit with Cornell Capital
Partners, will be satisfied by the issuance of shares of Class A common stock.
At March 31, 2004, the Company had cash balances on hand of $7,057,274. While we
have raised sufficient working capital to fund our operations for at least the
next 24 months, we will need to raise additional capital to fund our future
operations.

On December 31, 2003, we entered into an Equity Line of Credit agreement with
Cornell Capital Partners, L.P. pursuant to which, we have the right, upon
effectiveness of the registration statement, to receive advances of up to an
aggregate amount of $20.0 million from Cornell Capital Partners under an equity
line of credit (the "Equity Line of Credit"), and to simultaneously issue shares
of our Class A common stock in lieu of repayment of such advances. The number of
shares to be issued to Cornell Capital Partners in connection with each advance
will be determined by dividing the amount of each advance by the lowest closing
bid price of the Class A Common stock over the five trading days after we
provide Cornell Capital Partners notice requesting such advance. A minimum of
seven trading days must pass between each advance notice. In addition, we have
agreed to pay to Cornell Capital Partners a cash fee equal to 5.5% of the amount
of each advance under the Equity Line of Credit, and issued to Cornell Capital
Partners 300,000,000 shares of our Class A common stock as a one-time commitment
fee. The Equity Line of Credit agreement required us to register for resale with
the Securities and Exchange Commission a number of Class A common stock for
which we registered 3,993,939,394 shares on January 2, 2004 on Form SB-2 and
later amended on February 5, 2004.

During the three months ended March 31, 2004, iVoice had a net increase in cash
of $2,550,666. iVoice's principal sources and uses of funds were as follows:


                                       14

<PAGE>

         Cash used by operating activities. iVoice used $402,017 in cash for
operating activities in the three months ended March 31, 2004 an increase of
$160,414 compared to $241,603 in cash used for operating activities in the three
months ended March 31, 2003.

         Cash provided by financing activities. Financing activities in the
three months ended March 31, 2004 provided a total of $2,967,000 in cash. This
total consisted primarily of $3,000,000 in note payable proceeds representing
advances under the equity line of credit with Cornell Capital Partners. A total
of $300,000 of this advance was repaid through the issuance of common stock. The
equity line advance was also offset by the repayment of related party
obligations of $33,000.

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 ss.240.13a-15(e) or 240.15d-15(e) under the Exchange
Act) as March 31, 2004. Based upon that evaluation required by paragraph
ss.240.13a-15 or 240.15d-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.

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 6.           EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits:

          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.


                                       15
<PAGE>



                                   SIGNATURES

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


iVoice, Inc.

By: /s/ Jerome R. Mahoney                     Date:  May 14, 2004
    --------------------------------------------------------------
Jerome R. Mahoney, President,
Chief Executive Officer and
Principal Financial Officer



                                       16


<PAGE>



                                Index of Exhibits

     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


                                       17